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1、F-1 1 d439608df1.htm F-1Table of ContentsAs filed with the Securities and Exchange Commission on September 13,2024Registration No.333-SECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 BingEx Limited(Exact name of Registrant as specif

2、ied in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 7370 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)Building 6Zhongguancun Dongsheng I

3、nternational Science ParkNo.1 Yongtaizhuang North RoadHaidian District,Beijing 100192Peoples Republic of China+86 10-6292-3966(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY

4、10168(800)221-0102(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Haiping Li,Esq.Shu Du,Esq.Skadden,Arps,Slate,Meagher&Flom LLPc/o 42/F,Edinburgh Tower,The Landmark15 Queens Road CentralHong Kong+852 3740-4700 Mengyu Lu,Esq.Kirkland&Ellis Inte

5、rnational LLPc/o 26th Floor,Gloucester TowerThe Landmark15 Queens Road CentralHong Kong+852 3761-3300 Justin You Zhou,Esq.Kirkland&Ellis International LLP58th Floor,China World Tower ANo.1 Jian Guo Men Wai AvenueChaoyang District,Beijing 100004Peoples Republic of China+86 10-5737-9315 Approximate da

6、te of commencement of proposed sale to the public:as soon as practicable after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,check the f

7、ollowing box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.If this Form is

8、a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registration statement number of the earlier effectiveregistration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 46

9、2(d)under the Securities Act,check the following box and list the Securities Act registration statement number of the earlier effectiveregistration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act

10、 of 1933.Emerging growth companyIf an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided

11、 pursuant to Section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,2012.The Registrant hereby amends this Registration Statement on s

12、uch date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specificallystates that this Registration Statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act of 1933 or until the Registration Sta

13、tement shall become effective on such date asthe Securities and Exchange Commission,acting pursuant to said Section 8(a),may determine.Table of ContentsThe information in this preliminary prospectus is not complete and may be changed.We may not sell these securities until the registration statement

14、filed with the Securities and ExchangeCommission is effective.This preliminary prospectus is not an offer to sell these securities,and we are not soliciting offers to buy these securities in any state where the offer or sale is notpermitted.PRELIMINARY PROSPECTUS(Subject to Completion)Dated,2024Amer

15、ican Depositary Shares BingEx LimitedRepresenting Class A Ordinary SharesThis is an initial public offering of American depositary shares,or ADSs,of BingEx Limited.We are offering ADSs to be sold in the offering.Each ADS representsof our Class A ordinary shares,par value US$0.0001 per share.Prior to

16、 this offering,there has been no public market for the ADSs or our ordinaryshares.We anticipate that the initial public offering price will be between US$and US$per ADS.We have submitted an application for the listing of the ADSs on the NasdaqStock Market under the symbol“FLX.”We have granted the un

17、derwriters a 30-day option to purchase up to an additional ADSs from us at the initial public offering less the underwriting discounts and commissions.We are an“emerging growth company”under applicable U.S.federal securities laws and are eligible for reduced public company reporting requirements.Fol

18、lowing the completion of this offering,our outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares.Mr.Peng Xue,our founder,chairman ofthe board of directors,and chief executive officer,will beneficially own all of our issued and outstanding 45,577,778 Class B or

19、dinary shares.Mr.Peng Xue will beneficially ownapproximately%of our total issued and outstanding ordinary shares and%of the aggregate voting power of our total issued and outstanding ordinary shares immediately after thecompletion of this offering,assuming that the underwriters do not exercise their

20、 option to purchase additional ADSs.Holders of Class A ordinary shares and Class B ordinary shares have thesame rights except for voting and conversion rights.Each Class A ordinary share is entitled to one vote,and is not convertible into Class B ordinary shares under any circumstances.EachClass B o

21、rdinary share is entitled to ten votes,subject to certain conditions,and is convertible into one Class A ordinary share at any time by the holder thereof.BingEx Limited is not a Chinese operating company,but a Cayman Islands holding company with no operations of its own.We conduct our operations pri

22、marily through(i)our PRCsubsidiaries and(ii)Beijing Tongcheng Biying Technology Co.,Ltd.,or the VIE,in China with which we have maintained contractual arrangements.PRC laws and regulations restrict andimpose conditions on foreign direct investment in companies involved in the provision of internet c

23、ontent services.Therefore,we operate such business in China through the VIE,and suchstructure is used to provide investors with exposure to foreign investment in China-based companies where PRC laws and regulations prohibit or restrict direct foreign investment in certainoperating companies.BingEx L

24、imited has no equity ownership in the VIE,which is consolidated for accounting purposes under U.S.GAAP.In 2021,2022,and 2023 and for the six monthsended June 30,2024,100.0%,96.9%,23.2%,and 19.1%of our revenues were contributed by the VIE,respectively.As used in this prospectus,“we,”“us,”“our company

25、,”or“our”refers toBingEx Limited and its subsidiaries,and,in the context of describing our operations and consolidated financial information,also includes the VIE in China.Investors in our ADSs are notpurchasing equity interest in the VIE in China but instead are purchasing equity interest in a hold

26、ing company incorporated in the Cayman Islands.This VIE structure involves unique risks toinvestors,and investors may never directly hold equity interests in the Chinese operating companies,such as the VIE.Our corporate structure is subject to risks associated with the contractual arrangements with

27、the VIE.The contractual arrangements may not be as effective as direct ownership over theVIE,the nominee shareholders of the VIE may have potential conflicts of interest with us,and we may incur substantial costs to enforce the terms of the arrangements.As such,the VIEstructure involves unique risks

28、 to investors of our Cayman Islands holding company.In addition,the legality and enforceability of the contractual agreements between our PRC subsidiaries,the VIE,and its nominee shareholders,as a whole,have not been tested in a court of law in China.If the PRC government determines that the contrac

29、tual arrangements constituting the part ofthe VIE structure do not comply with PRC laws and regulations,or if regulations change or are interpreted differently in the future,we and the VIE could be subject to severe penalties or beforced to relinquish our interests in those operations.The PRC regula

30、tory authorities could disallow the VIE structure,which would affect our ability to consolidate the financial results of theVIE and the financial performance of our company as a whole and likely result in a material adverse change in our operations,and the value of our ADSs could significantly decli

31、ne orbecome worthless.Our holding company,our PRC subsidiaries,the VIE,and investors of BingEx Limited face uncertainty about potential future actions that could affect the enforceability ofthe contractual arrangements with the VIE and,consequently,significantly affect the financial performance of t

32、he VIE and our company as a whole.For a detailed description of the risksassociated with our corporate structure,please refer to risks disclosed under“Risk FactorsRisks Relating to Our Corporate Structure.”We face various legal and operational risks and uncertainties relating to doing business in Ch

33、ina.Our business operations are primarily conducted in China,and we are subject tocomplex and evolving PRC laws and regulations.The PRC government has significant authority in regulating our business and may intervene or influence our operations at any time.Forexample,the PRC government has issued s

34、tatements and regulatory actions relating to areas such as regulatory approvals on overseas offerings and listings conducted by,and foreigninvestment in,China-based issuers,the use of VIE,anti-monopoly regulatory actions,and oversight on cybersecurity and data privacy,which may impact our ability to

35、 conduct certainbusinesses,accept foreign investments,or list on a United States stock exchange.These risks could result in a material adverse change in our operations and the value of our ADSs,significantly limit or completely hinder our ability to continue to offer securities to investors,or cause

36、 the value of such securities to significantly decline or become worthless.For a detaileddescription of risks relating to doing business in China,see“Risk FactorsRisks Relating to Doing Business in China.”As a network platform operator who possesses personal informationof more than one million users

37、 for purposes of the Cybersecurity Review Measures,we have applied for and completed a cybersecurity review with respect to our proposed overseas listingpursuant to the Cybersecurity Review Measures.Table of ContentsPursuant to the Holding Foreign Companies Accountable Act,as amended by Consolidated

38、 Appropriations Act of 2023,or the HFCAA,if the SEC determines that we have filed auditreports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years,the SEC will prohibit our shares or the ADSs frombeing traded on a national sec

39、urities exchange or in the over-the-counter trading market in the United States.On December 16,2021,the PCAOB issued a report to notify the SEC of itsdetermination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Ho

40、ng Kong,including our auditor.OnDecember 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 isunable to inspect or investigate completely registered public accounting firms.Each year,the P

41、CAOB will determine whether it can inspect and investigate completely audit firms in mainlandChina and Hong Kong,among other jurisdictions.If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainlandChina and Hong Kong and

42、 we continue to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC,we wouldbe identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year.There

43、 can be no assurance that we would not be identified asa Commission-Identified Issuer for any future fiscal year,and if we were so identified for two consecutive years,we would become subject to the prohibition on trading under the HFCAA.For more details,see“Risk FactorsRisks Relating to Our Busines

44、s and IndustryThe PCAOB had historically been unable to inspect our auditor in relation to their audit work”and“RiskFactorsRisks Relating to Our Business and IndustryOur ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect orinvesti

45、gate completely auditors located in China.The delisting of the ADSs,or the threat of their being delisted,may materially and adversely affect the value of your investment.”BingEx Limited is a holding company with no operations of its own.We conduct our operations in China primarily through our PRC s

46、ubsidiaries and the VIE in China.As a result,although other means are available for us to obtain financing at the holding company level,BingEx Limiteds ability to pay dividends to the shareholders and to service any debt it may incurmay depend upon dividends paid by our PRC subsidiaries and the serv

47、ice fees paid by the VIE.If any of our subsidiaries incurs debt on its own behalf in the future,the instruments governingsuch debt may restrict its ability to pay dividends to BingEx Limited.In addition,under PRC laws and regulations,our PRC subsidiaries are permitted to pay dividends only out of th

48、eirretained earnings,if any,as determined in accordance with PRC accounting standards and regulations.Furthermore,our PRC subsidiaries and the VIE are required to make appropriations tocertain statutory reserve funds or may make appropriations to certain discretionary funds,which are not distributab

49、le as cash dividends except in the event of a solvent liquidation of thecompanies.Cash was transferred from BingEx Limited,our holding company or the Parent,to its subsidiaries through loan arrangements.In 2021,2022,2023 and for the six months endedJune 30,2024,the Parent paid RMB719 million,nil,RMB

50、34 million,and nil to its subsidiaries,respectively.In 2021,2022,and 2023 and for the six months ended June 30,2024,the Parentreceived nil,nil,RMB7 million,and RMB7 million from its subsidiaries,respectively.In 2021,2022,and 2023 and for the six months ended June 30,2024,the Parents subsidiaries pai

51、dRMB193 million,RMB189 million,RMB150 million,and RMB6 million to the WFOE,respectively.In 2021,2022,and 2023 and for the six months ended June 30,2024,the Parentssubsidiaries received nil,nil,RMB168 million,and RMB10 million from the WFOE,respectively.In 2021,2022,and 2023 and for the six months en

52、ded June 30,2024,the WFOE and itssubsidiaries paid nil,nil,RMB166 million,and RMB40 million to the consolidated VIE,respectively.In 2021,2022,and 2023 and for the six months ended June 30,2024,the WFOE and itssubsidiaries received nil,nil,RMB68 million,and RMB16 million from the consolidated VIE,res

53、pectively.Under the VIE agreements,Beijing Shansong Technology Co.,Ltd.,or our WFOE,one of the subsidiaries of the Parent,provided services to the VIE.We intend to settle amounts generated under the service agreements between the WFOE and the VIE.In 2021,2022,and2023 and for the six months ended Jun

54、e 30,2024,the VIE paid RMB122 million,RMB25 million,RMB176 million,and RMB265 million to the WFOE and its subsidiaries respectively.In2021,2022,and 2023 and for the six months ended June 30,2024,the WFOE and its subsidiaries paid nil,RMB1 million,RMB49 million,and RMB111 million to the consolidated

55、VIE,respectively,for services rendered.In addition,under the service agreements between the VIE and certain subsidiaries of the WFOE,the VIE received payments from customers for thedelivery services on behalf of certain subsidiaries of the WFOE.The VIE transferred such payments from customers of nil

56、,RMB129 million,RMB3,479 million and RMB1,925 million to theWFOEs subsidiaries in 2021,2022,and 2023 and for the six months ended June 30,2024,respectively.In May 2023,to streamline our corporate structure,we completed an internal grouprestructuring to transfer the equity interests of Hainan Tongche

57、ng Biying Technology Co.,Ltd.,or Hainan Tongcheng,to our WFOE.As a result,Hainan Tongcheng and its subsidiariesbecame subsidiaries of our WFOE,which did not affect our consolidated financial statements.For the years ended December 31,2021,2022,and 2023 and for the six months ended June 30,2024,no as

58、sets other than the cash transactions and the internal group restructuring mentioned above were transferred between the Parent,its subsidiaries,and the VIE.In 2021,2022,and2023 and for the six months ended June 30,2024,no dividends or distributions were made to the Parent by the Parents subsidiaries

59、 or the VIE.In 2021,2022,and 2023 and for the sixmonths ended June 30,2024,BingEx Limited has not declared or made any dividend or other distributions to its shareholders,including U.S.investors.We currently do not intend todistribute earnings from the VIE to the subsidiaries of the Parent,consideri

60、ng the accumulated loss position of the VIE.For more details,see“Prospectus SummaryCash and Asset FlowsThrough Our Organization”in this prospectus.Investing in the ADSs involves risks.See“Risk Factors”beginning on page 28 for factors you should consider before buying the ADSs.PRICE US$PER ADSNeither

61、 the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if thisprospectus is truthful or complete.Any representation to the contrary is a criminal offense.Per ADS Total Initial public offering price US$US$Under

62、writing discounts and commissions(1)US$US$Proceeds,before expenses,to us US$US$(1)See“Underwriting”for additional information regarding compensation payable by us to the underwriters.The underwriters expect to deliver the ADSs to purchasers on or about,2024.CICC CLSA Deutsche Bank UBS Investment Ban

63、k(in alphabetical order)The date of this prospectus is,2024.Table of ContentsTable of ContentsTABLE OF CONTENTS Prospectus Summary 1 The Offering 16 Summary Consolidated Financial Data 18 Risk Factors 28 Special Note Regarding Forward-Looking Statements 77 Use of Proceeds 79 Dividend Policy 80 Capit

64、alization 81 Dilution 84 Enforceability of Civil Liabilities 86 Corporate History and Structure 88 Managements Discussion and Analysis of Financial Condition and Results of Operations 93 Industry 112 Business 118 Regulation 133 Management 155 Principal Shareholders 162 Related Party Transactions 165

65、 Description of Share Capital 166 Description of American Depositary Shares 178 Shares Eligible for Future Sale 187 Taxation 189 Underwriting 196 Expenses Related to this Offering 208 Legal Matters 209 Experts 210 Where You Can Find Additional Information 211 Index to the Consolidated Financial Stat

66、ements F-1 Until,2024(the 25th day after the date of this prospectus),all dealers that effect transactions in these ADSs,whether or notparticipating in this offering,may be required to deliver a prospectus.This is in addition to the dealer obligation to deliver a prospectus whenacting as an underwri

67、ter and with respect to their unsold allotments or subscriptions.You should rely only on the information contained in this prospectus or in any free writing prospectus that we authorize to be distributed to you.We and the underwriters have not authorized anyone to provide you with any information ot

68、her than that contained in this prospectus or in any freewriting prospectus prepared by or on behalf of us or to which we have referred you,and neither we,nor the underwriters take responsibility for anyother information others may give you.We are offering to sell,and seeking offers to buy the ADSs,

69、only in jurisdictions where such offers and sales arepermitted.The information in this prospectus or any free writing prospectus is accurate only as of its date,regardless of its time of delivery or the timeof any sale of the ADSs.Our business,financial condition,results of operations,and prospectus

70、 may have changed since that date.Neither we nor any of the underwriters has taken any action to permit a public offering of the ADSs outside the United States or to permit thepossession or distribution of this prospectus or any filed free writing prospectus outside the United States.Persons outside

71、 the United States who comeinto possession of this prospectus or any filed free writing prospectus must inform themselves about and observe any restrictions relating to the offeringof the ADSs and the distribution of the prospectus or any filed free writing prospectus outside the United States.iTabl

72、e of ContentsPROSPECTUS SUMMARYThe following summary is qualified in its entirety by,and should be read in conjunction with,the more detailed information and financialstatements appearing elsewhere in this prospectus.In addition to this summary,we urge you to read the entire prospectus carefully,esp

73、ecially therisks of investing in the ADSs discussed under“Risk Factors,”before deciding whether to invest in the ADSs.This prospectus contains informationfrom an industry report commissioned by us dated April 1,2024 and prepared by Shanghai iResearch Co.,Ltd.,an independent research firm,toprovide i

74、nformation regarding our industry and our market position in China.We refer to this report as the“iResearch Report.”OverviewWho We AreOur mission is to make peoples lives better through our services.We are the pioneer in providing on-demand dedicated courier services for individual and business cust

75、omers with superior time certainty,delivery safety and service quality.We brand our services as“FlashEx,”or“闪送”(pronounced as“Shan Song”)in Chinese,which means deliveryin a flash.FlashEx has become synonymous with on-demand dedicated courier services in China,according to iResearch.We are the larges

76、t independent on-demand dedicated courier service provider in China as measured by revenue in 2023,according toiResearch.Since the inception of our commercial operation in 2014,our business has flourished with individual and business customers embracingthe on-demand dedicated courier industry.As of

77、June 30,2024,we had approximately 2.7 million registered riders,and had expanded our servicescoverage to 295 cities in China.In 2023,our market share of the independent on-demand dedicated courier service in China was approximately33.9%,according to iResearch.Our Market OpportunitiesWith the rapid d

78、evelopment of new retail in China and the shift of consumer behavior in the mobile internet era,an increasing number ofindividuals and business customers are demanding time-sensitive delivery services and are willing to pay a premium price for time certainty andservice quality.Moreover,the white-col

79、lar working class in urban areas in China generally have fast-paced work and daily lives,which increasetheir demand for timely and reliable delivery services that address their time constraints.As a result,on-demand delivery has become one of thefastest growing industries in China.The total market s

80、ize of the on-demand delivery market in China grew from RMB164.1 billion to RMB338.5billion from 2019 to 2023,at a CAGR of 19.8%,and is expected to grow at a CAGR of 19.1%to RMB809.6 billion by 2028,according toiResearch.Our journey began when our co-founders identified market opportunities for huge

81、 unmet demand of on-demand delivery service in China.Inparticular,customers demand for the delivery of high-value items such as business or personal documents,valuable or fragile merchandises,anditems that need to be delivered with greater time precision,is not well served by traditional delivery se

82、rvice providers with an order-merge modelthat inherently has higher risks of delay,loss,and damage.These are the pain points that we have identified and strived to address through ourinnovative dedicated courier model in China.We are an independent on-demand dedicated courier service provider.Accord

83、ing to iResearch,“independent on-demand dedicated courierservice providers”allocate resources based on market demand,as compared to“captive dedicated service providers”who rely on and prioritize thedemand from their associated e-commerce platform over market demand.Independent on-demand dedicated co

84、urier service providers usually havetheir own brands and reach out directly to their customers.Their customers generally choose their courier service providers at their discretions andthus are more loyal to such service providers as evidenced by a higher net promoter score.By contrast,captive dedica

85、ted service providersgenerally act as the fulfillment department of 1Table of Contentsthe wider e-commerce platform business and do not have direct client outreach.Their customers do not have full discretion over the choice ofservice providers and hence tend to be indifferent to the selection of ser

86、vice providers in general.According to iResearch,Chinas independent on-demand dedicated courier market is expected to grow from a market size of RMB15.6 billion in 2023 to RMB53.2 billion in 2028,representing aCAGR of 27.8%,outpacing the growth of Chinas overall on-demand delivery market.Our Service

87、sUnlike delivery service providers that adopt an order-merge model,we have initiated and consistently focused on an on-demand dedicatedcourier model that is designed to fulfill high-value order demands with high time-and quality-sensitivity.For each order,we assign a dedicatedFlash-Rider to pick up

88、and deliver the order to the recipient without combining multiple orders or changing hands on the route.In both 2023 andthe six months ended June 30,2024,our differentiated business model and positioning enabled us to achieve lower average delivery time,compared to the average of other major players

89、 in the on-demand dedicated courier industry,according to iResearch,while achieving a low lossrate of 0.01%.In 2023,we maintained a high customer satisfaction rate,respectively,according to iResearch.We will continue to offer our uniquevalue proposition to all participants in our business.For indivi

90、dual customers we serve,FlashEx has become the household brand and the preferred service provider when they look for highlytime-and quality-sensitive local delivery services.We help our individual customers to satisfy their need for on-demand delivery.Our strategicfocus on the dedicated courier mode

91、l has helped us establish trust and top-of-mind brand awareness with our customers.For business customers we serve,our services have become critical for their business strategy,operational focus,and brand image.Ourbusiness customers are able to expand their customer reach and provide high-quality se

92、rvices and products with time certainty,without the need toestablish their own logistics operation.Through partnering with FlashEx,business customers are able to align their high-end brand image with thepremium delivery services we provide.We believe our delivery services,differentiated with unmatch

93、ed time certainty,safety,and quality,provide such exceptional customerexperience for which customers are willing to pay a premium price.This lays out a solid foundation to our efficient unit economics.We were ableto charge an average price per order of RMB16.5 in the six months ended June 30,2024,wh

94、ich represents a significant premium compared to thatcharged by the other major players in the on-demand delivery industry,according to iResearch.Our Financial PerformanceWe have grown rapidly in recent years and achieved profitability in 2023.We have attracted more individual and business customers

95、 to useour services to achieve greater economies of scale.The increase in customer demand generates higher order volume,which in turn helps us engagemore Flash-Riders.The superior customer experience we provide,supported by a growing rider force that strengthens our network density anddelivery capac

96、ity,naturally leads to organic growth in customer base and order volume.This powerful network effect is the core engine that drivesthe organic and long-term growth of our business.We have fulfilled 158.6 million,213.4 million,270.7 million,and 138.1 million orders in 2021,2022,2023,and the six month

97、s ended June 30,2024,respectively.Our revenues increased from RMB3,039.8 million in 2021 to RMB4,002.7million in 2022,and further increased to RMB4,528.8 million(US$623.2 million)in 2023.Our revenues increased from RMB2,122.2 million inthe six months ended June 30,2023 to RMB2,284.5 million(US$314.4

98、 million)in the six months ended June 30,2024.We incurred net losses ofRMB291.0 million and RMB180.4 million in 2021 and 2022,respectively,and recorded a net income of RMB110.5 million(US$15.2 million)in2023.Our net income increased from RMB42.1 million in the six months ended June 30,2023 to RMB123

99、.7 million 2Table of Contents(US$17.0 million)in the six months ended June 30,2024.We believe our business will continue to grow,resulting in greater economies of scalethat will contribute to our profitability,but we cannot assure you that we will be able to maintain profitability in the future.See“

100、Risk FactorsRisks Relating to Our Business and IndustryWe cannot assure you that we will be able to maintain profitability in the future.”Our Competitive StrengthsWe are the largest independent on-demand dedicated courier service provider in China as measured by revenue in 2023,according toiResearch

101、.We believe that our competitive strengths include the following:top-of-mind brand awareness among customers;innovative on-demand dedicated courier model with differentiated high-quality service;attractive unit economics and strong scalability;self-reinforcing flywheel with strong network effect;tec

102、hnology-driven operation,achieving excellent efficiency and quality control;and visionary and fully dedicated management team focusing on sustainable growth.Our Growth StrategiesWe plan to achieve our mission through the following key strategies:continue to grow our market share;broaden our service

103、offerings and application scenarios to fulfill customers demand;strengthen our market-leading brand image;and invest in advanced and innovative technologies.Summary of Risk FactorsOur business is subject to numerous risks and uncertainties,including those highlighted in the section titled“Risk Facto

104、rs”immediatelyfollowing this prospectus summary.Below please find a summary of the principal risks we face,organized under relevant headings.Risks Relating to Our Business and IndustryWe are subject to risks and uncertainties related to our business and industry,including,but not limited to,the foll

105、owing:We are highly dependent on the future growth and proliferation of on-demand delivery industry,which is new,rapidly evolving,anddifficult to predict.Our business and growth are dependent on individual consumption power and local retail in China.Any harm to our brand or reputation may materially

106、 and adversely affect our business and results of operation.We face intense competition,and if we fail to compete effectively against current and future competitors,our business and results ofoperation may be adversely affected.Changes to our pricing could adversely affect our competitiveness and ou

107、r ability to attract or retain customers.3Table of Contents Our limited operating history and evolving business model in a developing market make it difficult to evaluate our business and futureprospects.We cannot guarantee that we will be able to maintain the growth rate that we have experienced to

108、 date.We cannot assure you that we will be able to maintain profitability in the future.If we fail to attract new individual and business customers to our business cost-effectively,or to maintain relationships with existingcustomers,our business and results of operations could be adversely affected.

109、The status of our Flash-Riders as independent contractors has been and may continue to be challenged.A reclassification of our Flash-Riders status could materially and adversely affect our business,financial condition,and results of operations.Our dependence on Flash-Riders to provide dedicated cour

110、ier services may impact the quality of our services.We engage outsourced delivery agencies in a number of cities to provide Flash-Riders for our operations and may be liable forviolations of applicable PRC labor laws and regulations by the outsourced delivery agencies.Failure to deliver orders with

111、efficiency could damage our reputation and harm our business.Our customer base is relatively concentrated in a limited number of key cities.Negative interferences with our operations in these keycities could adversely affect our financial condition and results of operations.We collect,process,and us

112、e data,some of which contains personal information.Our business is also subject to complex and evolvinglaws and regulations regarding cybersecurity,privacy,data protection and information security in China.Any privacy or data securitybreach or failure to comply with these laws and regulations could

113、damage our reputation and brand,result in negative publicity,legalproceedings,increased cost of operations,warnings,fines,service suspension,removal of apps from relevant app stores or otherwiseharm our business and results of operations.We are subject to risks inherent in the logistics industry,inc

114、luding personal injuries and casualties,product damage,andtransportation-related incidents.Any lack of requisite approvals,licenses or permits applicable to our business or any failure to comply with applicable law,regulations and policies may materially and adversely affect our daily operations and

115、 hinder our growth.The redemption rights of our preferred shareholders cast substantial doubt about our ability to continue as a“going concern”in ourconsolidated financial statements.The PCAOB had historically been unable to inspect our auditor in relation to their audit work.Our ADSs may be prohibi

116、ted from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect orinvestigate completely auditors located in China.The delisting of the ADSs,or the threat of their being delisted,may materially andadversely affect the value of your investment.Risks Relating to O

117、ur Corporate StructureWe are subject to risks and uncertainties related to our corporate structure,including,but not limited to,the following:BingEx Limited is a Cayman Islands holding company with no equity ownership in the VIE,and we conduct our operations in Chinaprimarily through(i)our PRC subsi

118、diaries and(ii)the VIE,with 4Table of Contents which we have maintained contractual arrangements.Investors in our ADSs thus are not purchasing equity interest in our operatingentities in China but instead are purchasing equity interest in a Cayman Islands holding company.If the PRC government determ

119、inesthat the contractual arrangements constituting the part of the VIE structure do not comply with PRC laws and regulations,or if theseregulations or their interpretations change in the future,we and the VIE could be subject to severe penalties or we could be forced torelinquish our interests in th

120、ose operations.In addition,the legality and enforceability of the contractual agreements between our PRCsubsidiaries,the VIE,and its nominee shareholders,as a whole,have not been tested in a court of law in China.Our holding company,our PRC subsidiaries,the VIE,and investors of BingEx Limited face u

121、ncertainties about potential future actions by the PRCgovernment that could affect the enforceability of the contractual arrangements with the VIE and,consequently,significantly affectthe financial performance of the VIE and our company as a whole.For more details,see“Risk FactorsRisks Relating to O

122、urCorporate StructureIf the PRC government determines that the contractual arrangements constituting the part of the VIE structuredo not comply with PRC laws and regulations,or if these regulations or their interpretations change in the future,we could be subjectto severe penalties or be forced to r

123、elinquish our interests in those operations.”Our contractual arrangements may not be as effective in providing operational control as direct ownership and the VIE stakeholdersmay fail to perform their obligations under our contractual arrangements.Our current corporate structure and business operati

124、ons may be affected by the Foreign Investment Law.We may lose the ability to use,or otherwise benefit from,the licenses,approvals,and assets held by the VIE,which could render usunable to conduct some or all of our business operations and constrain our growth.The shareholders,directors and officers

125、of the VIE,as well as our employees who execute other strategic initiatives may havepotential conflicts of interest with our company.Risks Relating to Doing Business in ChinaWe are subject to risks and uncertainties related to doing business in China in general,including,but not limited to,the follo

126、wing:Our business and results of operations may be affected by changes in Chinas economic,political or social conditions,or governmentpolicies could materially and adversely affect our business and results of operations.We have completed the required filings with the CSRC for this offering.However,t

127、he approval,filing,and/or other administrationrequirements of the CSRC or other PRC governmental authorities may be required in connection with our future securities offeringsunder PRC law,and if required,we cannot predict whether we will be able to obtain such approval or the timeline of the proces

128、s.PRC government has significant authority in regulating our operations and may intervene or influence our operations at any time.Itmay exert control over our business,which could result in a material change in our operations and/or the value of our ADSs.It mayalso exert more oversight and control o

129、ver offerings conducted overseas by,and/or foreign investment in,China-based issuers,whichcould significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of ourADSs to significantly decline or be worthless.For more details,see“Risk

130、 FactorsRisks Relating to Doing Business in ChinaSignificant oversight and discretion by the PRC government over our business operations could result in a material change in ouroperations and the value of our ADSs.”5Table of Contents The PRC legal system is a civil law system based on written statut

131、es,and decided legal cases may be cited for reference but have lessprecedential value.The legal system in China evolves rapidly,and the interpretations of many laws,regulations and rules may changefrom time to time.Certain PRC laws,regulations,and legal requirements are constantly changing and may c

132、hange with little advancenotice.In addition,their interpretation and enforcement involve uncertainties.For more details,see“Risk FactorsRisks Relating toDoing Business in ChinaThere are uncertainties with respect to the interpretation and application of PRC laws and regulations,andany failure to com

133、ply with the laws and regulations could have a material adverse effect on our business,results of operations,financial condition and the value of our ADSs.”Risks Relating to Our ADSs and This OfferingWe are subject to risks and uncertainties related to our ADSs and this offering,including,but not li

134、mited to,the following:There has been no public market for our shares or ADSs prior to this offering,and you may not be able to resell our ADSs at or abovethe price you paid,or at all.The trading price of the ADSs is likely to be volatile,which could result in substantial losses to investors.Our dua

135、l-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing anychange of control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial.Corporate History and StructureIn August 2013,we established Beijing

136、 Tongcheng Biying Technology Co.,Ltd.,or the VIE,a limited liability company established under thelaws of the PRC.We launched our FlashEx mobile application in July 2014.Our holding company,BingEx Limited,was incorporated in May 2014 under the laws of the Cayman Islands.BingEx Limited thenestablishe

137、d a wholly-owned subsidiary in Hong Kong,BingEx Global Limited,in June 2014.In July 2014,BingEx Global Limited established awholly-owned subsidiary in China,Beijing Shansong Technology Co.,Ltd.,or our WFOE.In August 2014,we gained control over the VIE throughour WFOE by entering into a series of con

138、tractual arrangements with the VIE and its shareholders,which were subsequently restated and amendedin May 2021 and November 2023.The VIE conducts businesses involving the provision of internet information services and has obtained a value-added telecommunication business operation license required

139、to conduct such businesses.The VIEs then subsidiary,Hainan Tongcheng BiyingTechnology Co.,Ltd.,or Hainan Tongcheng,conducts businesses including delivery services and certain administrative functions that are notsubject to the requirement to obtain a value-added telecommunication business operation

140、license.In May 2023,to streamline our corporatestructure,we completed an internal group restructuring to transfer the equity interests of Hainan Tongcheng to our WFOE.As a result,HainanTongcheng and its subsidiaries became subsidiaries of our WFOE,which did not affect our consolidated financial stat

141、ements.We are regarded as the primary beneficiary of the VIE.We treat the VIE as our consolidated VIE under U.S.GAAP,and have consolidatedthe financial results of these entities in our consolidated financial statements in accordance with U.S.GAAP.For more details and risks related tothe variable int

142、erest entity structure,please see“Corporate History and StructureContractual Arrangements with the VIE and Its Shareholders”and“Risk FactorsRisks Relating to Our Corporate Structure.”6Table of ContentsThe following diagram illustrates our corporate structure as of the date of this prospectus,includi

143、ng our principal subsidiaries and otherentities as of the date of this prospectus:Note:*Shareholders of Beijing Tongcheng Biying Technology Co.,Ltd.,the VIE,include(i)Mr.Peng Xue,our founder,chairman of the board of directors,and chief executive officer,who holds 97.09%,and(ii)Mr.Hongjian Yu,our co-

144、founder,director,and executive president,who holds 2.91%.Our Holding Company Structure and the Contractual Arrangements with the VIEBingEx Limited is not a Chinese operating company,but a Cayman Islands holding company with no operations of its own and no equityownership in the VIE.We conduct our op

145、erations primarily through(i)our 7Table of ContentsPRC subsidiaries and(ii)the VIE in China,with which we maintain contractual arrangements.PRC laws and regulations restrict and imposeconditions on foreign direct investment in companies involved in the provision of internet content services.Therefor

146、e,we operate such business inChina through the VIE,and such structure is used to provide investors with exposure to foreign investment in China-based companies where PRClaws and regulations prohibit or restrict direct foreign investment in certain operating companies.BingEx Limited has no equity own

147、ership in theVIE,which is consolidated for accounting purposes under U.S.GAAP.In 2021,2022,and 2023 and for the six months ended June 30,2024,100.0%,96.9%,23.2%,and 19.1%of our revenues were contributed by the VIE,respectively.The significant decrease in the VIEs revenuecontribution in 2023 was attr

148、ibutable to our internal group restructuring efforts,with which all subsidiaries of the VIE that are not subject torestrictions on foreign direct investment were transferred out of the VIE to become subsidiaries of our PRC subsidiaries in 2023.The financialresults of these subsidiaries that were pre

149、viously consolidated through the VIE continue to be consolidated in 2023 as our PRC subsidiaries.Investors in our ADSs are not purchasing equity interest in the VIE in China but instead are purchasing equity interest in a holding companyincorporated in the Cayman Islands.This VIE structure involves

150、unique risks to investors,and investors may never directly hold equity interests inthe Chinese operating companies,such as the VIE.The equity interests of the VIE are held by Mr.Peng Xue,our founder,chairman of the board of directors,and chief executive officer,andMr.Hongjian Yu,our co-founder,direc

151、tor,and executive president.Mr.Xue and Mr.Yu are our shareholders and act as nominee shareholders ofthe VIE on behalf of BingEx Limited and our WFOE,a wholly-owned subsidiary of ours in China.A series of contractual agreements,includingpowers of attorney,exclusive business cooperation agreement,equi

152、ty interest pledge agreement,exclusive option agreement and spousal consentletter,have been entered into among BingEx Limited,our WFOE,the VIE and the nominee shareholders of the VIE.As a result of the contractualarrangements,we are considered the primary beneficiary of the VIE and have consolidated

153、 the financial results of the VIE in our consolidatedfinancial statements under the U.S.GAAP for accounting purposes.Neither BingEx Limited nor its investors has an equity ownership in,directforeign investment in,or control through such ownership or investment of,the VIE,and the contractual arrangem

154、ents are not equivalent to anequity ownership in the VIE.For more details of these contractual arrangements,see“Corporate History and StructureContractual Arrangementswith the VIE and Its Shareholders.”However,the contractual arrangements may not be as effective as direct ownership in providing us w

155、ith control over the VIE.Directownership would allow us,for example,to directly or indirectly exercise our rights as a shareholder to effect changes in the board of directors ofthe VIE.However,under the contractual arrangements,as a legal matter,if the VIE or its shareholders fail to perform their r

156、espective obligations,we may have to incur substantial costs and expend significant resources to enforce those arrangements and resort to litigation or arbitration and relyon legal remedies under PRC laws.In the event we are unable to enforce these contractual arrangements or we experience significa

157、nt delays orother obstacles in the process of enforcing these contractual arrangements,we may lose control over the assets owned by the VIE.As a result,wemay be unable to consolidate the VIE in our consolidated financial statements.In addition,the legality and enforceability of the contractualagreem

158、ents by and among our PRC subsidiaries,the VIE,and its shareholders,as a whole,have not been tested in a court of law in China.See“Risk FactorsRisks relating to Our Corporate StructureOur contractual arrangements may not be as effective in providing operational controlas direct ownership and the VIE

159、 stakeholders may fail to perform their obligations under our contractual arrangements”and“Risk FactorsRisksrelating to Our Corporate StructureThe shareholders,directors and officers of the VIE,as well as our employees who execute other strategicinitiatives may have potential conflicts of interest w

160、ith our company.”There are uncertainties regarding the interpretation and application of current and future PRC laws,regulations,and rules regarding the statusof the rights of our Cayman Islands holding company with respect to its contractual arrangements with the VIE and its shareholders.We cannotp

161、redict whether any new PRC laws or regulations relating to variable interest entity structures will be adopted or if adopted,what they wouldprovide.If we or the VIE are found to be in violation of any existing or future PRC laws or regulations,or fail to obtain or maintain any of therequired permits

162、 or approvals,the relevant PRC regulatory authorities may take action in 8Table of Contentsdealing with such violations or failures.A portion of our assets,including the necessary licenses to conduct business in China,are held by the VIE.If the PRC government determines that the contractual arrangem

163、ents constituting the part of the VIE structure do not comply with PRC laws andregulations,or if these regulations change or are interpreted differently in the future,we and the VIE could be subject to severe penalties or beforced to relinquish our interests in those operations.The PRC regulatory au

164、thorities could disallow the VIE structure,which would likely result ina material adverse change in our operations,and the value of our ADSs could significantly decline or even become worthless.Our holdingcompany,our PRC subsidiaries,the VIE,and investors of BingEx Limited face uncertainty about pot

165、ential future actions by the PRC governmentthat could affect the enforceability of the contractual arrangements with the VIE and,consequently,significantly affect the financial performance ofthe VIE and our company as a whole.See“Risk FactorsRisks Relating to Our Corporate StructureIf the PRC govern

166、ment determines that thecontractual arrangements constituting the part of the VIE structure do not comply with PRC laws and regulations,or if these regulations or theirinterpretations change in the future,we could be subject to severe penalties or be forced to relinquish our interests in those opera

167、tions,”“RiskFactorsRisks Relating to Our Corporate StructureOur current corporate structure and business operations may be affected by the ForeignInvestment Law,”and“Risk FactorsRisks Relating to Doing Business in ChinaThere are uncertainties with respect to the interpretation andapplication of PRC

168、laws and regulations,and any failure to comply with the laws and regulations could have a material adverse effect on ourbusiness,results of operations,financial condition and the value of our ADSs.”We face various legal and operational risks and uncertainties relating to doing business in China.Our

169、business operations are primarilyconducted in China,and we are subject to complex and evolving PRC laws and regulations.For example,the PRC government has issuedstatements and regulatory actions relating to areas such as regulatory approvals on overseas offerings and listings conducted by,and foreig

170、ninvestment in,China-based issuers,the use of VIE,anti-monopoly regulatory actions,and oversight on cybersecurity and data privacy,which mayimpact our ability to conduct certain businesses,accept foreign investments,or list on a United States stock exchange.These legal and operationalrisks and uncer

171、tainties relating to doing business in China may impact our ability to conduct certain businesses,accept foreign investments,or listand conduct offerings on a United States or other foreign exchange.These risks could result in a material adverse change in our operations and thevalue of our ADSs,sign

172、ificantly limit or completely hinder our ability to continue to offer securities to investors,or cause the value of suchsecurities to significantly decline or become worthless.For a detailed description of risks relating to doing business in China,see“Risk FactorsRisks Relating to Doing Business in

173、China.”The PRC government has significant authority in regulating our operations and may intervene or influence our operations at any time.It mayexert more oversight and control over offerings conducted overseas by,and foreign investment in,China-based issuers,which could significantlylimit or compl

174、etely hinder our ability to offer or continue to offer securities to investors.Implementation of industry-wide regulations may causethe value of the securities of companies affected to significantly decline.For more details,see“Risk FactorsRisks Relating to Doing Business inChinaSignificant oversigh

175、t and discretion by the PRC government over our business operations could result in a material change in ouroperations and the value of our ADSs.”Risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in China could result in a materialadverse change in

176、our operations and the value of our ADSs.For more details,see“Risk FactorsRisks Relating to Doing Business in ChinaThere are uncertainties with respect to the interpretation and application of PRC laws and regulations,and any failure to comply with the laws andregulations could have a material adver

177、se effect on our business,results of operations,financial condition and the value of our ADSs.”9Table of ContentsCash and Asset Flows Through Our OrganizationBingEx Limited is a holding company with no material operations of its own.We conduct our operations primarily through our PRCsubsidiaries and

178、 the VIE in China.As a result,BingEx Limiteds ability to pay dividends depends upon dividends paid by our WFOE.If our WFOEor any newly formed PRC subsidiaries incur debt on their own behalf in the future,the instruments governing their debt may restrict their ability topay dividends to us.In additio

179、n,our WFOE is permitted to pay dividends to us only out of its retained earnings,if any,as determined in accordancewith PRC accounting standards and regulations.Under PRC laws,each of our WFOE and the VIE is required to set aside at least 10%of its after-tax profits each year,if any,to fund certain

180、statutory reserve funds until such reserve funds reach 50%of its registered capital.In addition,ourWFOE may allocate a portion of its after-tax profits based on PRC accounting standards to enterprise expansion funds and staff bonus and welfarefunds at its discretion,and the VIE may allocate a portio

181、n of their after-tax profits based on PRC accounting standards to a discretionary surplusfund at its discretion.The statutory reserve funds and the discretionary funds are not distributable as cash dividends.Remittance of dividends by awholly foreign-owned company out of China is subject to examinat

182、ion by the banks designated by the State Administration of Foreign Exchange,or SAFE.In addition,if we are considered as a PRC resident enterprise for enterprise income tax purposes,any dividends we pay to our overseasshareholders may be regarded as China-sourced income and as a result may be subject

183、 to PRC withholding tax,at a rate of 10%in the case of non-PRC enterprise shareholders(including the ADS holders)or 20%in the case of non-PRC individual shareholders(including the ADS holders).Asof June 30,2024,as our WFOE and substantially all of our other PRC subsidiaries and the consolidated VIE

184、were in accumulated loss position,nostatutory reserve was appropriated for these companies.Our WFOE has not paid dividends and will not be able to pay dividends until it generatesaccumulated retained earnings and meets the requirements for statutory reserve funds.The net liabilities of the VIE in wh

185、ich we have no legalownership were RMB578.9 million,RMB371.6 million,and RMB251.2 million as of December 31,2022 and 2023 and June 30,2024,respectively.As a Cayman Islands exempted company and offshore holding company,we are permitted under PRC laws and regulations to providefunding to our wholly fo

186、reign-owned subsidiaries in the PRC only through loans or capital contributions,subject to the approval of governmentauthorities and limits on the amount of capital contributions and loans.In addition,our wholly foreign-owned subsidiaries in the PRC may providefunding denominated in RMB to their res

187、pective subsidiaries only through capital contributions and entrusted loans,and to the consolidatedvariable interest entities only through entrusted loans.The cash inflows of BingEx Limited,our holding company or the Parent,were primarily generated from a series of private placements fromour preferr

188、ed share investors.Such cash inflows occurred prior to January 1,2022.For the years ended December 31,2022 and 2023 and for the sixmonths ended June 30,2024,no such cash inflows occurred.Cash was transferred from the Parent to its subsidiaries through loan arrangements.For the years ended December 3

189、1,2021,2022,and 2023and for the six months ended June 30,2024,the Parent paid RMB719 million,nil,RMB34 million,and nil to its subsidiaries,respectively.For theyears ended December 31,2021,2022,and 2023 and for the six months ended June 30,2024,the Parent received nil,nil,RMB7 million,andRMB7 million

190、 from its subsidiaries,respectively.For the years ended December 31,2021,2022,and 2023 and for the six months ended June 30,2024,the Parents subsidiaries paid RMB193 million,RMB189 million,RMB150 million,and RMB6 million to the WFOE,respectively.For theyears ended December 31,2021,2022,and 2023 and

191、for the six months ended June 30,2024,the Parents subsidiaries received nil,nil,RMB168 million,and RMB10 million from the WFOE,respectively.For the years ended December 31,2021,2022,and 2023 and for the sixmonths ended June 30,2024,the WFOE and its subsidiaries paid nil,nil,RMB166 million,and RMB40

192、million to the consolidated VIE,respectively.For the years ended December 31,2021,2022,and 2023 and for the six months ended June 30,2024,the WFOE and its subsidiariesreceived nil,nil,RMB68 million,and RMB16 million from the consolidated VIE,respectively.10Table of ContentsUnder the VIE agreements,o

193、ur WFOE,one of the subsidiaries of the Parent,provided services to the consolidated VIE.For the years endedDecember 31,2021,2022,and 2023 and for the six months ended June 30,2024,the consolidated VIE paid RMB122 million,RMB25 million,RMB176 million,and RMB265 million to the WFOE and its subsidiarie

194、s,respectively.For the years ended December 31,2021,2022,and 2023and for the six months ended June 30,2024,the WFOE and its subsidiaries paid nil,RMB1 million,RMB49 million,and RMB111 million to theconsolidated VIE,respectively,for services rendered.In addition,under the service agreements between t

195、he VIE and certain subsidiaries of theWFOE,the VIE received payments from customers for the delivery services on behalf of certain subsidiaries of the WFOE.The VIE transferredsuch payments from customers of nil,RMB129 million,RMB3,479 million and RMB1,925 million to the WFOEs subsidiaries for the ye

196、ars endedDecember 31,2021,2022,and 2023 and for the six months ended June 30,2024,respectively.Other cash outflow of the Parents subsidiaries mainly included advertising and marketing expenses to external service providers and payroll.The related cash flows were classified as operating activities of

197、 the Parents subsidiaries.The cash inflows of the consolidated VIE were primarily generated from the proceeds from the on-demand dedicated courier services.Thecash outflows of the consolidated VIE mainly included the transfer of payments from customers received by the consolidated VIE on behalf ofce

198、rtain subsidiaries of the WFOE and the cost and operating expenses in the ordinary business operation.The related cash flows were classified asoperating activities of the consolidated VIE.In May 2023,to streamline our corporate structure,we completed an internal group restructuring to transfer the e

199、quity interests of HainanTongcheng to our WFOE.As a result,Hainan Tongcheng and its subsidiaries became subsidiaries of our WFOE,which did not affect ourconsolidated financial statements.For the years ended December 31,2021,2022,and 2023 and for the six months ended June 30,2024,no assets,other than

200、 the cashtransactions and the internal group restructuring mentioned above,were transferred between the Parent,its subsidiaries,and the consolidated VIE.For the years ended December 31,2021,2022,and 2023 and for the six months ended June 30,2024,no dividends or distributions weremade to the Parent b

201、y the Parents subsidiaries or the consolidated VIE.For the years ended December 31,2021,2022,and 2023 and for the sixmonths ended June 30,2024,the Parent has not declared or made any dividend or other distributions to its shareholders,including U.S.investors.U.S.investors will not be subject to Caym

202、an Islands or Hong Kong taxation on dividend distributions,and no withholding will be required on thepayment of dividends or distributions to them while they may be subject to U.S.federal income tax.See“TaxationUnited States Federal IncomeTax ConsiderationsDividends.”We intend to settle amounts gene

203、rated under the service agreements between the WFOE and the VIE.We currently do not intend to distributeearnings from the VIE to the subsidiaries of the Parent,considering the accumulated loss position of the VIE.BingEx Limited has not declared or paid any cash dividends,nor does it have any present

204、 plan to pay any cash dividends on our ordinaryshares in the foreseeable future.We currently intend to retain most,if not all,of our available funds and any future earnings to operate and expandour business.Our board of directors has discretion on whether to distribute dividends,subject to certain r

205、equirements of Cayman Islands law.Evenif our board of directors decide to pay or recommend dividends,the form,frequency and amount will depend upon our future operations andearnings,capital requirements and surplus,general financial condition,contractual restrictions,and other factors that the board

206、 of directors maydeem relevant.11Table of ContentsPermission Required from the PRC Authorities for Our Operations and OfferingWe conduct our business primarily through our PRC subsidiaries and the VIE in China.Our operations in China are governed by PRC lawsand regulations.As of the date of this pro

207、spectus,each of our PRC subsidiaries and the VIE is required to have,and each has,a business licenseissued by the PRC State Administration for Market Regulation and its local counterparts.In addition,the VIE is required to obtain,and hasobtained,a value-added telecommunication business operation lic

208、ense for providing internet information services issued by the BeijingCommunications Administration.As of the date of this prospectus,we have not received any notice of warning or been subject to penalties or otherdisciplinary action from any PRC authorities regarding conducting our business without

209、 requisite approvals or permits.However,we cannot assureyou that we will not be subject to any penalty in the future due to lack of such approvals or permits.If(i)we,our subsidiaries,or the VIE do notreceive or maintain any permission or approval required of us,our subsidiaries,or the VIE,(ii)we,our

210、 subsidiaries,or the VIE inadvertentlyconcluded that certain permissions or approvals have been acquired or are not required,or(iii)applicable laws,regulations,or interpretationsthereof change,and we,our subsidiaries,or the VIE become subject to the requirement of additional permissions or approvals

211、 in the future,we mayhave to expend significant time and costs to procure them.If we are unable to do so,in a timely manner or otherwise,we may become subject tosanctions imposed by the PRC regulatory authorities,which could include fines,penalties,and proceedings against us,and other forms ofsancti

212、ons,and our ability to conduct our business,invest in mainland China as foreign investments or accept foreign investments,or list on a U.S.or other overseas exchange may be restricted,our business,reputation,financial condition,and results of operations may be materially andadversely affected,and th

213、e value of our ADSs could significantly decline or become worthless.For more detailed information,see“Risk FactorsRisks Relating to Our Business and IndustryAny lack of requisite approvals,licenses or permits applicable to our business or any failure tocomply with applicable law,regulations,and poli

214、cies may materially and adversely affect our daily operations and hinder our growth.”According to the Cybersecurity Review Measures of the Cyberspace Administration of China,or the CAC,(i)critical informationinfrastructure operators,or CIIOs,that purchase network products and services,and network pl

215、atform operators engaging in data processingactivities that affect or may affect national security and(ii)network platform operators who possess personal information of more than one millionusers and intend to be listed at a foreign stock exchange must apply for cybersecurity review.For more details

216、,see“Risk FactorsRisks Relatingto Our Business and IndustryWe collect,process,and use data,some of which contains personal information.Our business is also subject tocomplex and evolving laws and regulations regarding cybersecurity,privacy,data protection and information security in China.Any privac

217、y or datasecurity breach or failure to comply with these laws and regulations could damage our reputation and brand,result in negative publicity,legalproceedings,increased cost of operations,warnings,fines,service suspension,removal of apps from relevant app stores or otherwise harm ourbusiness and

218、results of operations.”As a network platform operator who possesses personal information of more than one million users forpurposes of the Cybersecurity Review Measures,we have applied for and completed a cybersecurity review with respect to our proposed overseaslisting pursuant to the Cybersecurity

219、 Review Measures.On February 17,2023,the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by DomesticCompanies,or the Trial Measures,and several ancillary interpretive guidelines,which came into effect on March 31,2023.Pursuant to the TrialMeasures,Chinese

220、domestic companies that seek to offer and list shares,depository receipts,convertible corporate bonds,or other equity-likesecurities in overseas markets,either in direct or indirect means,are required to fulfill the filing procedure with the CSRC and report relevantinformation.Pursuant to the Trial

221、Measures,we are required to complete the filing procedures with the CSRC in connection with this offering.Asof the date of this prospectus,we have duly completed the required filings with the CSRC for this offering in accordance with the requirementsunder the Trial Measures.The CSRC has concluded th

222、e filing procedure and published the filing results on the CSRC website on July 8,2024.However,any future securities offerings and listings outside of mainland China by our company,including but not limited to follow on offerings,secondary listings,and going private transactions,will be subject to t

223、he filing requirements with the CSRC under the Trial Measures,and wecannot assure you that we will be able to comply with such filing requirements in a timely manner,or at all.For more 12Table of Contentsdetailed information,see“Risk FactorsRisks Relating to Doing Business in ChinaWe have completed

224、the required filings with the CSRC forthis offering.However,the approval,filing,and/or other administration requirements of the CSRC or other PRC governmental authorities may berequired in connection with our future securities offerings under PRC law,and if required,we cannot predict whether we will

225、 be able to obtain suchapproval or the timeline of the process.”The Holding Foreign Companies Accountable ActPursuant to the HFCAA,if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not beensubject to inspections by the PCAOB for two consecu

226、tive years,the SEC will prohibit our shares or the ADSs from being traded on a nationalsecurities exchange or in the over-the-counter trading market in the United States.On December 16,2021,the PCAOB issued a report to notify theSEC of its determination that the PCAOB was unable to inspect or invest

227、igate completely registered public accounting firms headquartered inmainland China and Hong Kong,including our auditor.On December 15,2022,the PCAOB issued a report that vacated its December 16,2021determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unab

228、le to inspect or investigate completelyregistered public accounting firms.Each year,the PCAOB will determine whether it can inspect and investigate completely audit firms in mainlandChina and Hong Kong,among other jurisdictions.If the PCAOB determines in the future that it no longer has full access

229、to inspect and investigatecompletely accounting firms in mainland China and Hong Kong and we continue to use an accounting firm headquartered in one of thesejurisdictions to issue an audit report on our financial statements filed with the Securities and Exchange Commission,we would be identified as

230、aCommission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year.There can be no assurance that wewould not be identified as a Commission-Identified Issuer for any future fiscal year,and if we were so identified for two consecutive years,wewould becom

231、e subject to the prohibition on trading under the HFCAA.See“Risk FactorsRisks Relating to Our Business and IndustryThePCAOB had historically been unable to inspect our auditor in relation to their audit work”and“Risk FactorsRisks Relating to Our Business andIndustryOur ADSs may be prohibited from tr

232、ading in the United States under the HFCAA in the future if the PCAOB is unable to inspect orinvestigate completely auditors located in China.The delisting of the ADSs,or the threat of their being delisted,may materially and adverselyaffect the value of your investment.”Implication of Being an Emerg

233、ing Growth CompanyAs a company with less than US$1.235 billion in revenue for our last fiscal year,we qualify as an“emerging growth company”pursuant tothe Jumpstart Our Business Startups Act of 2012,as amended,or the JOBS Act.An emerging growth company may take advantage of specifiedreduced reportin

234、g and other requirements compared to those that are otherwise applicable generally to public companies.These provisions includean exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerginggrowth companys internal control o

235、ver financial reporting.The JOBS Act also provides that an emerging growth company does not need tocomply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with suchnew or revised accounting standards.We will remain an emerg

236、ing growth company until the earliest of(a)the last day of the fiscal year during which we have total annual grossrevenues of at least US$1.235 billion;(b)the last day of our fiscal year following the fifth anniversary of the completion of this offering;(c)thedate on which we have,during the precedi

237、ng three-year period,issued more than US$1.0 billion in non-convertible debt;or(d)the date on whichwe are deemed to be a“large accelerated filer”under the Securities Exchange Act of 1934,as amended,or the Exchange Act,which would occur ifthe market value of the ADSs that are held by non-affiliates e

238、xceeds US$700 million as of the last business day of our most recently completedsecond fiscal quarter.Once we cease to be an emerging growth company,we will not be entitled to the exemptions provided in the JOBS Actdiscussed above.13Table of ContentsImplication of Being a Controlled CompanyUpon the

239、completion of this offering,Peng Xue,our founder,chairman of the board of directors,and chief executive officer,will beneficiallyown all of our issued and outstanding 45,577,778 Class B ordinary shares,representing approximately%of our total issued and outstandingordinary shares and%of our total vot

240、ing power,assuming that the underwriters do not exercise their option to purchase additional ADSs,or%of our total issued and outstanding ordinary shares and%of our total voting power,assuming that the option to purchase additionalADSs is exercised by the underwriters in full.Holders of Class A ordin

241、ary shares and Class B ordinary shares have the same rights except forvoting and conversion rights.Each Class A ordinary share is entitled to one vote,and is not convertible into Class B ordinary shares under anycircumstances.Each Class B ordinary share is entitled to ten votes,subject to certain co

242、nditions,and is convertible into one Class A ordinary shareat any time by the holder thereof.As a result,we will be a“controlled company”as defined under the Nasdaq Stock Market Rules because PengXue will hold more than 50%of the voting power for the election of directors.As a“controlled company,”we

243、 are permitted to elect not to complywith certain corporate governance requirements.If we rely on these exemptions,you will not have the same protection afforded to shareholders ofcompanies that are subject to these corporate governance requirements.Corporate InformationOur principal executive offic

244、es are located at Building 6,Zhongguancun Dongsheng International Science Park,No.1 Yongtaizhuang NorthRoad,Haidian District,Beijing 100192,Peoples Republic of China.Our telephone number at this address is+86(10)6292-3966.Our registeredoffice in the Cayman Islands is located at P.O.Box 712,Cannon Pl

245、ace,North Sound Road,George Town,Grand Cayman,KY1-9006,CaymanIslands.Investors should submit any inquiries to the address and telephone number of our principal executive offices.Our main website ishttp:/ information contained on our website is not a part of this prospectus.Our agent for service of p

246、rocess in theUnited States is Cogency Global Inc.,located at 122 East 42nd Street,18th Floor,New York,NY 10168.Conventions that Apply to this ProspectusUnless otherwise indicated or the context otherwise requires,references in this prospectus to:“active rider”for a specified period are to a Flash-Ri

247、der who delivered at least one order during that specified period;“ADSs”are to the American depositary shares,each of which represents Class A ordinary shares;“Class A ordinary shares”are to our Class A ordinary shares,par value US$0.0001 per share;“Class B ordinary shares”are to our Class B ordinar

248、y shares,par value US$0.0001 per share;“daily order per active rider”for a specified period are to the total number of orders in the specified period divided by the number ofdays in that specified period,and further divided by the average daily active rider for that specified period;“independent on-

249、demand dedicated courier service providers”are to independent service providers who allocate resources based onmarket demand as compared to“captive dedicated service providers”who rely on and prioritize the demand from their associated e-commerce platform over market demand,according to iResearch;“l

250、oss rate”are to the percentage of goods that were lost or damaged in delivery in a given period;“Mini Program”or“Mini Programs”are to sub-applications embedded in third-party social platforms,such as Weixin,and functionsimilarly to a standalone mobile application;14Table of Contents “our WFOE”are to

251、 Beijing Shansong Technology Co.,Ltd.;“RMB”and“Renminbi”are to the legal currency of mainland China;“API”and“Application Programming Interface”are to our open application programming interface that integrates our services withthird-party enterprise applications,software or platforms;“shares”or“ordin

252、ary shares”are to our Class A and Class B ordinary shares,par value US$0.0001 per share;“US$,”“U.S.dollars,”“$,”and“dollars”are to the legal currency of the United States;“VIE”are to variable interest entity,and“the VIE”are to Beijing Tongcheng Biying Technology Co.,Ltd.;and “we,”“us,”“our company,”

253、and“our”are to BingEx Limited,our Cayman Islands holding company,and its subsidiaries,and,whendescribing our operations and consolidated financial information,also include the VIE in China.Unless the context indicates otherwise,all information in this prospectus assumes no exercise by the underwrite

254、rs of their option to purchaseup to additional ADSs representing Class A ordinary shares from us.Unless otherwise noted,all translations fromRenminbi to U.S.dollars and from U.S.dollars to Renminbi in this prospectus are made at a rate of RMB7.2672 to US$1.0000,the exchange ratein effect as of June

255、28,2024,as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System.We make norepresentation that any Renminbi or U.S.dollar amounts could have been,or could be,converted into U.S.dollars or Renminbi,as the case may be,at any particular rate,or at all.On Sept

256、ember 6,2024,the exchange rate for Renminbi was RMB7.0876 to US$1.00.15Table of ContentsTHE OFFERING Offering priceWe currently estimate that the initial public offering price will be between US$andUS$per ADS.ADSs offered by usADSs(or ADSs if the underwriters exercise their option to purchase additi

257、onalADSs in full).ADSs outstanding immediately after this offering ADSs(or ADSs if the underwriters exercise their option to purchaseadditional ADSs in full).Ordinary shares issued and outstanding immediatelyafter this offering Class A ordinary shares(or Class A ordinary shares if the underwritersex

258、ercise their option to purchase additional ADSs)and Class B ordinary shares.The ADSsEach ADS represents Class A ordinary shares,par value US$0.0001 per share.The depositary will hold Class A ordinary shares underlying your ADSs.You will haverights as provided in the deposit agreement among us,the de

259、positary and holders andbeneficial owners of ADSs from time to time.We do not expect to pay dividends in the foreseeable future.If,however,we declaredividends on our Class A ordinary shares,the depositary will pay you the cash dividendsand other distributions it receives on our ordinary shares after

260、 deducting its fees andexpenses in accordance with the terms set forth in the deposit agreement.You may surrender your ADSs to the depositary for cancellation in exchange for Class Aordinary shares.The depositary will charge you fees for any cancellation.We may amend or terminate the deposit agreeme

261、nt without your consent.If you continue tohold your ADSs after an amendment to the deposit agreement,you agree to be bound bythe deposit agreement as amended.To better understand the terms of the ADSs,you should carefully read the“Description ofAmerican Depositary Shares”section of this prospectus.Y

262、ou should also read the depositagreement,which is filed as an exhibit to the registration statement that includes thisprospectus.Option to purchase additional ADSsWe have granted to the underwriters an option,exercisable within 30 days from the date ofthis prospectus,to purchase up to an aggregate o

263、f additional ADSs.16Table of ContentsUse of proceedsWe expect that we will receive net proceeds of approximately US$million from thisoffering,or approximately US$million if the underwriters exercise their option topurchase additional ADSs in full,assuming an initial public offering price of US$per A

264、DS,which is the midpoint of the estimated range of the initial public offering price,after deducting underwriting discounts and commissions and estimated offering expensespayable by us.We intend to use the net proceeds from this offering for growing our customer base andincreasing market penetration

265、,building brand image,investing in technology and research&development,as well as for general corporate purposes.See“Use of Proceeds”for moreinformation.Lock-upWe and each of our directors,executive officers and existing shareholders have agreedwith the underwriters,subject to certain exceptions,not

266、 to offer,pledge,sell or otherwisetransfer or dispose of any ADSs,ordinary shares or similar securities for a period of 180days after the date of this prospectus.See“Shares Eligible for Future Sale”and“Underwriting”for more information.Directed Share ProgramAt our request,the underwriters have reser

267、ved for sale,at the initial public offering price,up to an aggregate of ADSs offered in this offering to some of our directors,officers,employees,business associates and related persons through a directed share program.ListingWe intend to apply to have the ADSs listed on the Nasdaq Stock Market unde

268、r the symbol“FLX.”The ADSs and our ordinary shares will not be listed on any other stock exchange ortraded on any automated quotation system.Payment and settlementThe underwriters expect to deliver the ADSs against payment therefor through the facilitiesof the Depository Trust Company on,2024.Deposi

269、taryThe Bank of New York Mellon.17Table of ContentsSUMMARY CONSOLIDATED FINANCIAL DATAThe following summary consolidated statements of comprehensive income(loss)data(other than U.S.dollar data)for the years endedDecember 31,2021,2022,and 2023,summary consolidated balance sheets data(other than U.S.d

270、ollar data)as of December 31,2022 and 2023,and summary consolidated cash flows data(other than U.S.dollar data)for the years ended December 31,2021,2022,and 2023 have been derivedfrom our audited consolidated financial statements included elsewhere in this prospectus.The following selected consolida

271、ted statements ofcomprehensive income(loss)data for the six months ended June 30,2023 and 2024,selected consolidated balance sheets data as of June 30,2024,and selected consolidated statements of cash flow data for the six months ended June 30,2023 and 2024 and included elsewhere in this prospectush

272、ave been derived from our unaudited condensed consolidated financial statements,have been prepared on the same basis as our auditedconsolidated financial statements,and include all adjustments,consisting only of normal and recurring adjustments that we consider necessary fora fair statement of our f

273、inancial position and results of operations for the periods presented.Our consolidated financial statements are prepared andpresented in accordance with accounting principles generally accepted in the United States of America,or U.S.GAAP.Our historical results are notnecessarily indicative of result

274、s expected for future periods.You should read this Summary Consolidated Financial Data section together with ourconsolidated financial statements and the related notes and“Managements Discussion and Analysis of Financial Condition and Results ofOperations”included elsewhere in this prospectus.The fo

275、llowing table presents our summary consolidated statements of comprehensive income(loss)data for the years ended December 31,2021,2022,and 2023 and for the six months ended June 30,2023 and 2024:Year Ended December 31,Six Months Ended June 30,2021 2022 2023 2023 2024 RMB RMB RMB US$RMB RMB US$(in th

276、ousands,except for per share data)Summary Consolidated Statementsof Comprehensive Income(Loss)Data:Revenues 3,039,802 4,002,712 4,528,826 623,187 2,122,219 2,284,496 314,357 Cost of revenues (2,850,692)(3,743,450)(4,134,271)(568,895)(1,939,380)(2,027,179)(278,949)Gross profit 189,110 259,262 394,555

277、 54,292 182,839 257,317 35,408 Operating expenses:Selling and marketing expenses (271,636)(240,477)(188,249)(25,904)(98,050)(89,738)(12,348)General and administrativeexpenses (113,216)(102,645)(104,810)(14,422)(52,430)(45,505)(6,262)Research and developmentexpenses (104,766)(118,619)(90,847)(12,501)

278、(50,730)(41,306)(5,684)Total operating expenses (489,618)(461,741)(383,906)(52,827)(201,210)(176,549)(24,294)Income(loss)from operations (300,508)(202,479)10,649 1,465 (18,371)80,768 11,114 Interest income 5,333 9,565 20,881 2,873 9,988 11,899 1,637 Investment income 533 3,274 4,648 640 2,213 2,556

279、352 Other income 3,638 9,202 74,321 10,227 48,227 28,528 3,926 18Table of Contents Year Ended December 31,Six Months Ended June 30,2021 2022 2023 2023 2024 RMB RMB RMB US$RMB RMB US$(in thousands,except for per share data)Income(loss)before income taxes (291,004)(180,438)110,499 15,205 42,057 123,75

280、1 17,029 Income tax expense (68)(9)Net income(loss)(291,004)(180,438)110,499 15,205 42,057 123,683 17,020 Accretion of redeemable convertible preferred sharesto redemption value (130,983)(139,576)(146,341)(20,137)(71,358)(73,574)(10,124)Net income(loss)attributable to ordinary shareholders (421,987)

281、(320,014)(35,842)(4,932)(29,301)50,109 6,896 Netearnings(loss)per ordinary share Basicand dilutedClass A and B (5.86)(4.44)(0.50)(0.07)(0.41)0.26 0.04 Net income(loss)(291,004)(180,438)110,499 15,205 42,057 123,683 17,020 Other comprehensive income(loss)Foreign currency translation adjustment,net of

282、 nil incometaxes 27,265 (160,360)(40,976)(5,638)(82,769)(13,424)(1,847)Comprehensive income(loss)(263,739)(340,798)69,523 9,567 (40,712)110,259 15,173 19Table of ContentsThe following table presents our condensed consolidating schedule depicting the consolidated statements of comprehensive income(lo

283、ss)forthe years ended December 31,2021,2022,and 2023 for the Parent,other subsidiaries,WFOE,and VIE and its subsidiaries,and eliminatingadjustments separately.For the Year Ended December 31,2023 Parent Othersubsidiaries WFOE VIE and itssubsidiaries Eliminationadjustments Consolidated RMB RMB RMB RMB

284、 RMB RMB Revenues 3,630,715 229,444 1,097,261 (428,594)(1)4,528,826 Cost and expenses:Cost of revenues (3,409,999)(9,911)(913,769)199,408(1)(4,134,271)Operating expenses (3,613)(299,482)(189,975)(120,022)229,186(1)(383,906)Total cost and expenses (3,613)(3,709,481)(199,886)(1,033,791)428,594 (4,518,

285、177)Income(loss)from operations (3,613)(78,766)29,558 63,470 10,649 Interest income 15,942 2,766 2,173 20,881 Investment income 303 452 1,503 2,390 4,648 Other income 40,315 301 33,705 74,321 Share of gains(losses)from subsidiaries and the VIE 113,809 (113,809)(2)Income(loss)before income taxes 110,

286、499 (22,057)34,128 101,738 (113,809)110,499 Income tax expense Net income(loss)110,499 (22,057)34,128 101,738 (113,809)110,499 Accretion of convertible redeemable preferred shares (146,341)(146,341)Net income(loss)attributable to ordinary shareholders (35,842)(22,057)34,128 101,738 (113,809)(35,842)

287、For the Year Ended December 31,2022 Parent Othersubsidiaries WFOE VIE and itssubsidiaries Eliminationadjustments Consolidated RMB RMB RMB RMB RMB RMB Revenues 124,111 88,203 3,879,725 (89,327)(1)4,002,712 Cost and expenses:Cost of revenues (119,363)(32,319)(3,592,959)1,191(1)(3,743,450)Operating exp

288、enses (1,694)(28,660)(236,017)(283,506)88,136(1)(461,741)Total cost and expenses (1,694)(148,023)(268,336)(3,876,465)89,327 (4,205,191)Income(loss)from operations (1,694)(23,912)(180,133)3,260 (202,479)Interest income 6,136 1,830 1,599 9,565 Investment income 447 284 1,967 576 3,274 Other income 245

289、 8,957 9,202 Share of gains(losses)from subsidiaries and the VIE (179,191)179,191(2)Income(loss)before income taxes (180,438)(17,492)(176,091)14,392 179,191 (180,438)Income tax expense Net income(loss)(180,438)(17,492)(176,091)14,392 179,191 (180,438)Accretion of convertible redeemable preferred sha

290、res (139,576)(139,576)Net income(loss)attributable to ordinary shareholders (320,014)(17,492)(176,091)14,392 179,191 (320,014)20Table of Contents For the Year Ended December 31,2021 Parent Othersubsidiaries WFOE VIE and itssubsidiaries Eliminationadjustments Consolidated RMB RMB RMB RMB RMB RMB Reve

291、nues 116,305 3,039,802 (116,305)(1)3,039,802 Cost and expenses:Cost of revenues (20,383)(2,830,309)(2,850,692)Operating expenses (5,449)(6,975)(283,866)(309,633)116,305(1)(489,618)Total cost and expenses (5,449)(6,975)(304,249)(3,139,942)116,305 (3,340,310)Loss from operations (5,449)(6,975)(187,944

292、)(100,140)(300,508)Interest income 1,911 1,519 1,903 5,333 Investment income 6 527 533 Other income 182 3,456 3,638 Share of gains(losses)from subsidiaries and the VIE (285,561)285,561(2)Income(loss)before income taxes (291,004)(5,064)(185,716)(94,781)285,561 (291,004)Income tax expense Net income(l

293、oss)(291,004)(5,064)(185,716)(94,781)285,561 (291,004)Accretion of convertible redeemable preferred shares (130,983)(130,983)Net income(loss)attributable to ordinary shareholders (421,987)(5,064)(185,716)(94,781)285,561 (421,987)Notes:(1)To eliminate the amounts mainly related to the services provid

294、ed by the WFOE to the VIE and VIEs subsidiaries,the services provided by the WFOE and the VIE to theParents other subsidiaries,and the services provided by the Parents other subsidiaries to the VIE.(2)To eliminate the Parents shares of gains(losses)from the Parents other subsidiaries,the WFOE,VIE an

295、d VIEs subsidiaries.The following table presents our summary consolidated balance sheets data as of December 31,2022 and 2023 and June 30,2024:December 31,June 30,2022 2023 2024 RMB RMB US$RMB US$(in thousands)Summary Consolidated Balance Sheets Data:Cash and cash equivalents 622,144 699,391 96,239

296、711,713 97,935 Term deposit 34,823 Short-term investments 149,375 150,699 20,737 111,328 15,319 Total assets 922,669 1,000,670 137,696 1,012,951 139,386 Accounts payable 356,136 339,832 46,762 314,646 43,297 Total liabilities 730,848 698,812 96,161 584,843 80,476 Total mezzanine equity 2,546,705 2,7

297、33,560 376,149 2,823,125 388,475 Total shareholders deficit (2,354,884)(2,431,702)(334,614)(2,395,017)(329,565)21Table of ContentsThe following table presents our condensed consolidating schedule depicting the consolidated balance sheets as of December 31,2022 and2023 for the Parent,other subsidiari

298、es,WFOE,VIE and its subsidiaries,and eliminating adjustments separately.As of December 31,2023 Parent Othersubsidiaries WFOE VIE and itssubsidiaries Eliminationadjustments Consolidated RMB RMB RMB RMB RMB RMB ASSETS Current assets Cash and cash equivalents 4,922 478,443 101,719 114,307 699,391 Short

299、-term investments 42 30,016 120,641 150,699 Accounts receivable 12,115 12,115 Prepayments and other current assets 5,574 1,738 664 50,143 58,119 Amount due from related parties 1,063,861 398,785 75,208 (1,537,854)(2)Total current assets 10,538 1,544,042 531,184 372,414 (1,537,854)920,324 Non-current

300、 assets Property and equipment,net 882 4,662 5,544 Operating lease right-of-use assets 712 59,140 59,852 Other non-current assets 357 10,000 4,593 14,950 Investment in subsidiaries 596,710 (596,710)(3)Amount due from subsidiaries 1,933,430 (1,933,430)(1)Total non-current assets 1,933,430 598,661 10,

301、000 68,395 (2,530,140)80,346 Total assets 1,943,968 2,142,703 541,184 440,809 (4,067,994)1,000,670 LIABILITIES Current liabilities Accounts payable 262,627 233 76,972 339,832 Deferred revenue 51,945 51,945 Amount due to related parties 359 2,082,053 824,023 564,849 (3,471,284)(1)(2)Operating lease l

302、iabilities,current 291 12,055 12,346 Accrued expenses and other current liabilities 5,215 63,075 119,497 61,542 249,329 Net liabilities in the subsidiaries and the VIE 1,636,536 (1,636,536)(3)Total current liabilities 1,642,110 2,408,046 943,753 767,363 (5,107,820)653,452 Non-current liabilities Ope

303、rating lease liabilities,non-current 320 45,040 45,360 Total non-current liabilities 320 45,040 45,360 Total liabilities 1,642,110 2,408,366 943,753 812,403 (5,107,820)698,812 MEZZANINE EQUITY Series A Redeemable Convertible Preferred Shares 55,997 55,997 Series B Redeemable Convertible Preferred Sh

304、ares 145,564 145,564 Series C Redeemable Convertible Preferred Shares 515,219 515,219 Series C-1 Redeemable Convertible Preferred Shares 382,737 382,737 Series C-2 Redeemable Convertible Preferred Shares 128,639 128,639 Series D-1 Redeemable Convertible Preferred Shares 512,036 512,036 Series D-2 Re

305、deemable Convertible Preferred Shares 993,368 993,368 Total mezzanine equity 2,733,560 2,733,560 SHAREHOLDERS DEFICIT:Class A Ordinary Shares 16 16 Class B Ordinary Shares 28 28 Paid-in capital 596,710 1,000 (597,710)(3)Additional paid-in capital 1,000 (1,000)(3)Accumulated other comprehensive incom

306、e(loss)(126,092)(100,448)(12)100,460(3)(126,092)Accumulated deficit (2,305,654)(165,215)(999,279)(373,582)1,538,076(3)(2,305,654)Total shareholders equity(deficit)(2,431,702)(265,663)(402,569)(371,594)1,039,826 (2,431,702)Total liabilities,mezzanine equity and shareholders equity(deficit)1,943,968 2

307、,142,703 541,184 440,809 (4,067,994)1,000,670 22Table of Contents As of December 31,2022 Parent Othersubsidiaries WFOE VIE and itssubsidiaries Eliminationadjustments Consolidated RMB RMB RMB RMB RMB RMB ASSETS Current assets Cash and cash equivalents 326,966 134,133 161,045 622,144 Term deposit 34,8

308、23 34,823 Short-term investments 33,810 52 60,090 55,423 149,375 Accounts receivable 12,775 12,775 Prepayments and other current assets 578 7,671 45,799 54,048 Amount due from related parties 854,965 313,307 8,148 (1,176,420)(2)Total current assets 33,810 1,217,384 515,201 283,190 (1,176,420)873,165

309、 Non-current assets Property and equipment,net 1,717 5,731 7,448 Operating lease right-of-use assets 39,446 2,048 41,494 Other non-current assets 562 562 Investment in subsidiaries 596,710 (596,710)(3)Amount due from subsidiaries 1,875,459 (1,875,459)(1)Total non-current assets 1,875,459 596,710 41,

310、163 8,341 (2,472,169)49,504 Total assets 1,909,269 1,814,094 556,364 291,531 (3,648,589)922,669 LIABILITIES Current liabilities Accounts payable 28,631 510 326,995 356,136 Deferred revenue 39,049 39,049 Amount due to related parties 1,888,269 835,842 327,768 (3,051,879)(1)(2)Operating lease liabilit

311、ies,current 10,517 885 11,402 Accrued expenses and other current liabilities 2,337 118,192 175,326 295,855 Net liabilities in the subsidiaries and the VIE 1,717,448 (1,717,448)(3)Total current liabilities 1,717,448 1,919,237 965,061 870,023 (4,769,327)702,442 Non-current liabilities Operating lease

312、liabilities,non-current 28,000 406 28,406 Total non-current liabilities 28,000 406 28,406 Total liabilities 1,717,448 1,919,237 993,061 870,429 (4,769,327)730,848 MEZZANINE EQUITY Series A Redeemable Convertible Preferred Shares 55,997 55,997 Series B Redeemable Convertible Preferred Shares 145,564

313、145,564 Series C Redeemable Convertible Preferred Shares 480,441 480,441 Series C-1 Redeemable Convertible Preferred Shares 356,664 356,664 Series C-2 Redeemable Convertible Preferred Shares 119,808 119,808 Series D-1 Redeemable Convertible Preferred Shares 475,361 475,361 Series D-2 Redeemable Conv

314、ertible Preferred Shares 912,870 912,870 Total mezzanine equity 2,546,705 2,546,705 SHAREHOLDERS DEFICIT:Class A Ordinary Shares 16 16 Class B Ordinary Shares 28 28 Paid-in capital 596,710 1,000 (597,710)(3)Additional paid-in capital 1,000 (1,000)(3)Accumulated other comprehensive income(loss)(85,11

315、6)(67,551)(12)67,563(3)(85,116)Accumulated deficit (2,269,812)(37,592)(1,033,407)(580,886)1,651,885(3)(2,269,812)Total shareholders equity(deficit)(2,354,884)(105,143)(436,697)(578,898)1,120,738 (2,354,884)Total liabilities,mezzanine equity and shareholders equity(deficit)1,909,269 1,814,094 556,364

316、 291,531 (3,648,589)922,669 Notes:(1)To eliminate the amounts related to the loan provided by the Parent to one of its other subsidiaries.(2)To eliminate the amounts mainly related to the services provided by the WFOE and the Parents other subsidiaries to the VIE and VIEs subsidiaries and the loan p

317、rovided by theParents other subsidiaries to the WFOE.(3)To eliminate the Parents net liabilities in subsidiaries and the VIE,other subsidiaries investments in the WFOE and the total shareholders equity(deficit)of the Parentssubsidiaries and the VIE.23Table of ContentsThe following table presents our

318、 summary consolidated cash flows data for the years ended December 31,2021,2022,and 2023 and for thesix months ended June 30,2023 and 2024:Year Ended December 31,Six Months Ended June 30,2021 2022 2023 2023 2024 RMB RMB RMB US$RMB RMB US$(in thousands)Summary Consolidated Cash Flows Data:Net cash pr

319、ovided by(used in)operating activities (194,906)(86,817)45,707 6,289 (19,906)20,674 2,845 Net cash provided by(used in)investing activities (624,882)461,380 26,049 3,585 75,267 (9,225)(1,269)Net cash provided by(used in)financing activities 743,376 (359)(49)(1,604)(221)Effect of foreign currency exc

320、hange rate changes on cash and cashequivalents (438)29,054 5,850 805 12,483 2,477 341 Net increase(decrease)in cash and cash equivalents (76,850)403,617 77,247 10,630 67,844 12,322 1,696 Cash and cash equivalents at the beginning of the year 295,377 218,527 622,144 85,609 622,144 699,391 96,239 Cash

321、 and cash equivalents at the end of the year/period 218,527 622,144 699,391 96,239 689,988 711,713 97,935 24Table of ContentsThe following table presents our condensed consolidating schedule depicting the consolidated cash flows for the years ended December 31,2021,2022,and 2023 for the Parent,other

322、 subsidiaries,WFOE,and VIE and its subsidiaries,and eliminating adjustments separately.For the Year Ended December 31,2023 Parent Othersubsidiaries WFOE VIE and itssubsidiaries Eliminationadjustments Consolidated RMB RMB RMB RMB RMB RMB Net cash provided by(used in)operating activities (2,191)61,826

323、 65,598 (79,526)45,707 Investing activities:Purchase of property and equipment (979)(2,106)(3,085)Proceeds from maturities of investments 34,469 180,505 191,578 322,172 728,724 Proceeds from maturity of term deposit 36,152 36,152 Proceeds from disposal of property and equipment 176 176 Purchase of t

324、erm deposit (918)(918)Purchase of investments (180,000)(170,000)(385,000)(735,000)Cash paid to inter-companies (34,427)(101,887)(219,001)(5,100)360,415(1)Cash received from inter-companies 7,046 113,708 111,201 1,005 (232,960)(1)Net cash provided by(used in)investing activities 7,088 46,581 (86,222)

325、(68,853)127,455 26,049 Financing activities:Payments for initial public offering(“IPO”)costs (359)(359)Cash received from inter-companies 93,528 101,887 165,000 (360,415)(1)Cash paid to inter-companies (56,253)(113,707)(63,000)232,960(1)Net cash provided by(used in)financing activities 37,275 (11,82

326、0)101,641 (127,455)(359)Effect of foreign currency exchange rate changes on cash and cash equivalents 25 5,795 30 5,850 Net increase(decrease)in cash and cash equivalents 4,922 151,477 (32,414)(46,738)77,247 Cash and cash equivalents at the beginning of the year 326,966 134,133 161,045 622,144 Cash

327、and cash equivalents at the end of the year 4,922 478,443 101,719 114,307 699,391 25Table of Contents For the Year Ended December 31,2022 Parent Othersubsidiaries WFOE VIE and itssubsidiaries Eliminationadjustments Consolidated RMB RMB RMB RMB RMB RMB Net cash provided by(used in)operating activitie

328、s (1,694)(5,052)(192,274)112,203 (86,817)Investing activities:Purchase of property and equipment (256)(3,169)(3,425)Proceeds from maturities of investments 3,388 65,804 615,303 66,153 750,648 Proceeds from maturity of term deposit 911,772 911,772 Proceeds from disposal of property and equipment 181

329、181 Purchase of term deposit (406,355)(406,355)Purchase of investments (1,694)(65,516)(603,231)(121,000)(791,441)Cash paid to inter-companies (189,042)189,042(1)Net cash provided by(used in)investing activities 1,694 316,663 11,816 (57,835)189,042 461,380 Financing activities:Cash received from inte

330、r-companies 189,042 (189,042)(1)Net cash provided by(used in)financing activities 189,042 (189,042)Effect of foreign currency exchange rate changes on cash and cash equivalents 11,381 17,673 29,054 Net increase in cash and cash equivalents 322,992 26,257 54,368 403,617 Cash and cash equivalents at t

331、he beginning of the year 3,974 107,876 106,677 218,527 Cash and cash equivalents at the end of the year 326,966 134,133 161,045 622,144 26Table of Contents For the Year Ended December 31,2021 Parent Othersubsidiaries WFOE VIE and itssubsidiaries Eliminationadjustments Consolidated RMB RMB RMB RMB RM

332、B RMB Net cash used in operating activities (5,411)(11,482)(161,505)(16,508)(194,906)Investing activities:Purchase of property and equipment (1,222)(4,010)(5,232)Proceeds from maturities of investments 111,751 609,402 110,329 831,482 Proceeds from disposal of property and equipment 126 126 Purchase

333、of term deposit (517,537)(517,537)Purchase of investments (142,948)(610,773)(180,000)(933,721)Cash paid to inter-companies (718,996)(192,894)911,890(1)Net cash provided by(used in)investing activities (750,193)(711,802)(70,893)(3,884)911,890 (624,882)Financing activities:Issuance of Series D-2 Redeemable Convertible Preferred Shares 747,794 747,794 Payment for Series D-2 Redeemable Convertible Pre