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1、F-1 1 ea0240415-01.htm REGISTRATION STATEMENTAs filed with the Securities and Exchange Commission on June 9,2025.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORMF-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_Yimutian Inc.(Exact name of Registrant

2、 as specified in its charter)Not Applicable(Translation of Registrants name into English)_Cayman Islands 7380 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification CodeNumber)(I.R.S.EmployerIdentification No.)6/F,Building B-6,Block A Zhong

3、guancunDongsheng Technology Campus No.66Xixiaokou RoadHaidian District,Beijing 100192The Peoples Republic of ChinaTelephone number:+86 10 57086561(Address,including zip code,and telephone number,including area code,ofRegistrants principal executive offices)_Cogency Global Inc.122 East 42nd Street,18

4、th FloorNew York,NY 10168(212)947-7200(Name,address,including zip code,and telephone number,including areacode,of agent for service)_Copies to:Shu Du,Esq.Skadden,Arps,Slate,Meagher&FlomLLP42/F,Edinburgh Tower,The Landmark15 Queens Road CentralHong Kong+852 3740-4700 Dan Ouyang,Esq.K.Ronnie Li,Esq.Ba

5、ker McKenzie LLPSuite 3401,China World Office 2China World Trade Centre1 Jianguomenwai DajieBeijing 100004The Peoples Republic of China+86-10 6535-3800_Approximate date of commencement of proposed sale to the public:As soon as practicable after theeffective date of this registration statement.If any

6、 of the securities being registered on this Form are to be offered on a delayed or continuous basispursuant to Rule 415 under the Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule462(b)underthe Securities Act,check

7、 the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(c)under the Securities Act,checkthe following box and list the Securities Act registr

8、ation statement number of the earlier effectiveregistration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(d)under the Securities Act,checkthe following box and list the Securities Act registration statement number of the earlier effectiveregistr

9、ation statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule405 of theSecurities Actof1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by chec

10、k mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section7(a)(2)(B)of theSecurities Act._The term“new or revised financial accounting standard”refers to any update issued by the Fina

11、ncialAccounting Standards Board to its Accounting Standards Codification after April5,2012.The Registrant hereby amends this registration statement on such date or dates as may be necessary todelay its effective date until the Registrant shall file a further amendment which specifically states thatt

12、his registration statement shall thereafter become effective in accordance with Section 8(a)of theSecurities Act of 1933,as amended,or until the registration statement shall become effective on such dateas the Securities and Exchange Commission,acting pursuant to such Section 8(a),may determine.2025

13、/6/10 09:19sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htmhttps:/www.sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htm1/274Table of ContentsThe information in this preliminary prospectus is not complete and may bechanged.We may not sell these securities

14、until the registration statementfiled with the Securities and Exchange Commission is effective.Thispreliminary prospectus is not an offer to sell these securities,and we arenot soliciting offers to buy these securities in any state where the offeror sale is not permitted.PRELIMINARY PROSPECTUS(Subje

15、ct to Completion)Dated,2025American Depositary SharesYimutian Inc.Representing Class A Ordinary SharesThis is an initial public offering of American depositaryshares,or ADSs,of Yimutian Inc.We are selling ADSs.The sellingshareholders identified in this prospectus are selling an additional ADSs.Each

16、ADS represents of our ClassA ordinary shares,par valueUS$0.00001 per share.We anticipate that the initial public offering price will bebetween US$and US$per ADS.We will not receive any proceedsfrom the sale of ADSs to be offered by the selling shareholders.Prior to this offering,there has been no pu

17、blic market for the ADSs or ourClassA ordinary shares.We intend to apply to list the ADSs representing ourClassA ordinary shares on the Nasdaq Stock Market,or Nasdaq,under the symbol“YMT.”Following the completion of this offering,our issued and outstanding sharecapital will consist of ClassA ordinar

18、y shares and ClassB ordinary shares.will beneficially own all of our issued ClassB ordinary shares and will be able toexercise%of the total voting power of our issued and outstanding sharecapital immediately following the completion of this offering,assuming theunderwriters do not exercise their opt

19、ion to purchase additional ADSs.Holders ofClassA ordinary shares and ClassB ordinary shares have the same rights except forvoting and conversion rights.Each ClassA ordinary share is entitled to one vote.Each ClassB ordinary share is entitled to twenty(20)votes.Each ClassB ordinaryshare is convertibl

20、e into one ClassA ordinary share at any time by the holderthereof,while ClassA ordinary shares are not convertible into ClassB ordinaryshares under any circumstances.See“Description of Share Capital.”Immediatelyfollowing the completion of this offering,we will be a“controlled company”withinthe meani

21、ng of the Listing Rules of Nasdaq.Yimutian Inc.is not an operating company but a Cayman Islands holding company.Laws,regulations,and rules of mainland China restrict and impose conditions ondirect foreign investment in certain types of business,including value-addedtelecommunication business.Accordi

22、ngly,we conduct operations in mainland Chinaprimarily through the consolidated variable interest entities,Beijing Douniu NetworkTechnology Co.,Ltd.and Beijing Yimutian Xinnong Network Co.,Ltd.,or the VIEs,with which we have maintained contractual arrangements and to a lesser extent,through our subsi

23、diaries in mainland China,Beijing Yimutian Network Technology Co.,Ltd.The VIEs are consolidated for accounting purpose,and Yimutian Inc.does not ownany equity interest in the VIEs.For a summary of such contractual arrangements,see“Corporate History and StructureContractual Arrangements and the VIEs.

24、”Investors in our ADSs thus are not purchasing equity interest in the VIEs in mainlandChina but instead are purchasing equity interest in a Cayman Islands holding company.Investors may never directly hold equity interest in the VIEs.As used in thisprospectus,“Yimutian,”“we,”“us,”“our company,”“the C

25、ompany,”or“our”refers to Yimutian Inc.and its subsidiaries,and,in the context of describing ouroperations and consolidated financial information,also includes the VIEs in mainlandChina.“WFOE”refers to our wholly foreign owned entity,Beijing Yimutian NetworkTechnology Co.,Ltd.,or Beijing Yimutian,and

26、“VIEs”refer to Beijing DouniuNetwork Technology Co.,Ltd.and Beijing Yimutian Xinnong Network Co.,Ltd.Our corporate structure involves unique risks to investors in the ADSs.As ofDecember 31,2023 and 2024,total assets of the VIEs,excluding amounts due fromYimutian Inc.and its other subsidiaries,repres

27、ented 60.6%and 60.8%of ourconsolidated total assets as of the same dates,respectively.In 2023 and 2024,totalrevenues of the VIEs and their subsidiaries represented 99.8%,and 99.3%of ourconsolidated total revenues in the same periods,respectively.Our contractualarrangements with the VIEs and their re

28、spective shareholders have not been tested ina court of law in mainland China.If the mainland China government deems 2025/6/10 09:19sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htmhttps:/www.sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htm2/274Table of C

29、ontentsthat our contractual arrangements with the VIEs do not comply with the laws ofmainland China,or if these laws,or the interpretation of existing laws,change inthe future,we could be subject to material penalties or be forced to relinquish ourinterests in those operations or otherwise significa

30、ntly change our corporatestructure.We and our investors face substantial uncertainty that could affect thelegality and enforceability of the contractual arrangements with the VIEs and,consequently,significantly affect our ability to consolidate the financial resultsof the VIEs and the financial perf

31、ormance of our company as a whole.Our ADSs maydecline in value or become worthless,if we are unable to claim our contractualcontrol rights over the assets of the VIEs that conduct certain portion of ouroperations in mainland China.See“Risk FactorsRisks Related to Our CorporateStructure”for detailed

32、discussion.As of December 31,2024,Yimutian had not made capital contributions to the VIEsthrough intermediate holding companies.Furthermore,no funds were directly injectedinto the VIEs by shareholders of Yimutian.Under the laws and regulations in mainlandChina,we are permitted to remit funds to the

33、VIEs through loans rather than capitalcontributions.In 2023 and 2024,the VIEs transferred RMB30.0million and RMB30.0million,respectively,to our WFOE as service fees.Yimutian has not previouslydeclared or paid any cash dividend or dividend in kind,and has no plan to declare orpay any dividends in the

34、 near future on our shares or the ADSs representing ourClassA ordinary shares.We currently intend to retain most,if not all,of ouravailable funds and any future earnings to operate and expand our business.See“Prospectus SummaryCash Flows Through Our Organization.”To the extent that our cash in the b

35、usiness is in mainland China or an entity inmainland China,the funds may not be available to distribute dividends to ourinvestors,or for other use outside of mainland China,due to interventions in or theimposition of restrictions and limitations on the ability of us,our subsidiaries,orthe VIEs by th

36、e mainland China government to transfer cash.The mainland Chinagovernment imposes controls on the convertibility of Renminbi into foreign currenciesand,in certain cases,the remittance of currency out of mainland China.Our cashdividends,if any,will be paid in U.S.dollars.As a consequence,we might not

37、 beable to pay dividends in foreign currencies to our shareholders.If we are considereda mainland China tax resident enterprise for tax purposes,any dividends we pay toour overseas shareholders may be regarded as income sourced from mainland China andas a result may be subject to mainland China with

38、holding tax.In addition,the lawsand regulations in mainland China permit companies in mainland China to pay dividendsonly out of their retained earnings,if any,as determined in accordance withmainland Chinas accounting standards and regulations.Our subsidiaries in mainlandChina may pay dividends onl

39、y out of their accumulated after-tax profits uponsatisfaction of relevant statutory conditions and procedures,if any,determined inaccordance with the accounting standards and regulations in mainland China;thesubsidiaries in mainland China are required to set aside at least 10%of its after-tax profit

40、s each year,if any,to fund certain reserve funds until the total amountset aside reaches 50%of its registered capital.Additionally,our subsidiaries andthe VIEs in mainland China can only distribute dividends upon approval of theshareholders after they have met the mainland China requirements for app

41、ropriation tothe statutory reserves.Such laws and regulations would limit our ability to transfercash between Yimutian,our subsidiaries,the VIEs,or investors.See“RiskFactorsRisks Related to Doing Business in Mainland ChinaMainland Chinaregulations of loans to and direct investment in domestic entiti

42、es by offshoreholding companies and governmental regulations of currency conversion may restrict ordelay us from using the proceeds of this offering to make loans or additional capitalcontributions to our subsidiaries in mainland China,which could adversely affect ourliquidity and our ability to fun

43、d and expand our business.”and“RegulationRegulations Relating to Foreign Exchange.”the VIEs face various legal and operational risks and uncertainties related tobeing based in and have all of the operations in mainland China.The mainland Chinagovernment has significant oversight and discretion over

44、the conduct of our and theVIEs business and may influence our and the VIEs operations as the governmentdeems appropriate to further regulatory,political and societal goals.For example,we face risks associated with oversight on cybersecurity and data privacy,regulatoryapprovals of offshore offerings

45、and anti-monopoly regulatory actions.In particular,the mainland China government has recently published new policies that significantlyaffected certain industries such as the internet industries,and we cannot rule outthe possibility that it will in the future release regulations or policies regardin

46、gour industry that could adversely affect our and the VIEs business,financialcondition and results of operations.Furthermore,the mainland China government hasrecently promulgated certain measures to supervise the overseas securities offerings,exerting more oversight and control over securities offer

47、ings and other capitalmarkets activities and foreign investment in companies based in mainland China.Anyfailure to comply with such new measures over overseas securities offering couldsignificantly limit or completely hinder our ability to offer or continue to offersecurities to investors and cause

48、the value of such securities to significantlydecline or become worthless.For more details,see“Risk FactorsRisks Relatedto Doing Business in Mainland ChinaWe are subject to evolving laws andregulations of mainland China that could require us to modify our 2025/6/10 09:19sec.gov/Archives/edgar/data/19

49、91605/000121390025052579/ea0240415-01.htmhttps:/www.sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htm3/274Table of Contentscurrent business practices and incur increased costs,and the mainland Chinagovernments oversight over our business operations could result in a materialadv

50、erse change in our operations and the value of our ClassA ordinary shares orADSs.”Pursuant to the Holding Foreign Companies Accountable Act,as amended by theConsolidated Appropriations Act,2023,or the HFCAA,if the U.S.Securities andExchange Commission,or the SEC,determines that we have filed audit r

51、eports issuedby a registered public accounting firm that has not been subject to inspections bythe PCAOB for two consecutiveyears,the SEC will prohibit our shares or the ADSsfrom being traded on a national securities exchange or in the over-the-countertrading market in the UnitedStates.On December16

52、,2021,the PCAOB issued a reportto notify the SEC of its determination that the PCAOB was unable to inspect orinvestigate completely registered public accounting firms headquartered in mainlandChina and HongKong.The independent registered public accounting firm that we use,Assentsure PAC,is headquart

53、ered in Singapore.On December15,2022,the PCAOBissued a report that vacated its December16,2021 determination and removedmainland China and HongKong from the list of jurisdictions where it is unable toinspect or investigate completely registered public accounting firms.OnDecember29,2022,the Consolida

54、ted Appropriations Act,2023,was signed into law,which amended the HFCAA(i)to reduce the number of consecutive non-inspectionyearsrequired for triggering the prohibitions under the HFCAA from threeyears to two,and(ii)so that any foreign jurisdiction could be the reason why the PCAOB does nothave comp

55、lete access to inspect or investigate a companys auditors.As it wasoriginally enacted,the HFCAA applied only if the PCAOBs inability to inspect orinvestigate because of a position taken by an authority in the foreign jurisdictionwhere the relevant public accounting firm is located.As a result of the

56、 ConsolidatedAppropriations Act,2023,the HFCAA now also applies if the PCAOBs inability toinspect or investigate the relevant accounting firm is due to a position taken by anauthority in any foreign jurisdiction.The denying jurisdiction does not need to bewhere the accounting firm is located.Each ye

57、ar,the PCAOB will determine whether itcan inspect and investigate completely audit firms in foreign jurisdictions.If thePCAOB determines in the future that it no longer has full access to inspect andinvestigate completely accounting firms in the jurisdiction where the accounting firmthat we use to i

58、ssue an audit report on our financial statements filed with the SECis headquartered,we would be identified as a Commission-Identified Issuer followingthe filing of the annual report on Form20-F for the relevant fiscal year.There canbe no assurance that we would not be identified as a Commission-Iden

59、tified Issuer forany future fiscal year,and if we were so identified for two consecutiveyears,wewould become subject to the prohibition on trading under the HFCAA.See“RiskFactorsRisks Related to Doing Business in Mainland ChinaOur ADSs may beprohibited from trading in the UnitedStates under the HFCA

60、A in the future if thePCAOB is unable to inspect or investigate completely auditors located in mainlandChina and HongKong.The delisting of the ADSs,or the threat of their beingdelisted,may materially and adversely affect the value of your investment.”We are an“emerging growth company”under the US fe

61、deral securitieslaws and will be subject to reduced public company reporting requirements.Investing in the ADSs involves risks.See“Risk Factors”beginning onpage24 of this prospectus.PRICE US$PER ADSNeither the UnitedStates Securities and Exchange Commission nor anyother regulatory body has approved

62、or disapproved of these securities orpassed upon the accuracy or adequacy of this prospectus.Any representationto the contrary is a criminal offense.Per ADS TotalPublic offering price US$US$Underwriting discounts and commissions(1)US$US$Proceeds,before expenses,to us US$US$Proceeds,before expenses,t

63、o the selling shareholders US$US$_(1)See“Underwriting”for additional information regarding compensation payable by us to theunderwriters.The underwriters have an over-allotment option to purchase up to an additional ADSs from us and up to an additional ADSsfrom the selling shareholders,at the initia

64、l public offering price,less theunderwriting discounts and commissions,within days from thedate of this prospectus.The underwriters expect to deliver the ADSs to purchasers on or about,2025.US Tiger Securities,Inc.Prospectus dated,2025.2025/6/10 09:19sec.gov/Archives/edgar/data/1991605/0001213900250

65、52579/ea0240415-01.htmhttps:/www.sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htm4/274 2025/6/10 09:19sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htmhttps:/www.sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htm5/274Table of Contents

66、TABLE OF CONTENTS PageProspectus Summary 1The Offering 15Summary Consolidated Financial Data and Operating Data 17Risk Factors 24Cautionary Statement Regarding Forward-Looking Statements 78Use of Proceeds 79Dividend Policy 80Capitalization 81Dilution 82Enforceability of Civil Liabilities 84Corporate

67、 History and Structure 86Managements Discussion and Analysis of Financial Condition and Results ofOperations 90Industry 103Business 108Regulation 129Management 151Principal Shareholders 159Related Party Transactions 162Description of Share Capital 163Description of American Depositary Shares 174Shar

68、es Eligible for Future Sale 185Taxation 186Underwriting 192Expenses Relating to this Offering 202Legal Matters 203Experts 203Change in Registrants Certifying Accountant 204Where You Can Find Additional Information 204Index to the Consolidated Financial Statements F-1No dealer,salesperson or other pe

69、rson is authorized to give any information orto represent anything not contained in this prospectus or in any free writingprospectus we may authorize to be delivered or made available to you.You must notrely on any unauthorized information or representations.This prospectus is an offerto sell only t

70、he ADSs offered hereby,and only under circumstances and injurisdictions where it is lawful to do so.The information contained in thisprospectus is current only as of its date.Neither we nor any of the underwriters has done anything that would permit thisoffering or possession or distribution of this

71、 prospectus or any filed free writingprospectus in any jurisdiction where action for that purpose is required,other thanin the UnitedStates.Persons outside the UnitedStates who come into possession ofthis prospectus or any free writing prospectus must inform themselves about,andobserve any restricti

72、ons relating to,the offering of the ADSs and the distributionof this prospectus or any free writing prospectus outside of the UnitedStates.Thisoffering is being made in the UnitedStates and elsewhere solely on the basis of theinformation contained in this prospectus.You should assume that the inform

73、ationappearing in this prospectus is accurate only as of the date on the front cover ofthis prospectus,regardless of the time of delivery of this prospectus or any sale ofthe ADSs representing our ClassA ordinary shares.Our business,financialcondition,results of operations and prospects may have cha

74、nged since the date on thefront cover of this prospectus.Until,2025(the 25thday after the date of this prospectus),alldealers that buy,sell or trade the ADSs,whether or not participating inthis offering,may be required to deliver a prospectus.This is in additionto the obligation of dealers to delive

75、r a prospectus when acting asunderwriters and with respect to their unsold allotments or subscriptions.i2025/6/10 09:19sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htmhttps:/www.sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htm6/274Table of ContentsPROSPE

76、CTUS SUMMARYThe following summary is qualified in its entirety by,and should be read inconjunction with,the more detailed information and financial statements and therelated notes appearing elsewhere in this prospectus.In addition to this summary,we urge you to read the entire prospectus carefully,e

77、specially the risks ofinvesting in the ADSs discussed under“Risk Factors,”“Business,”andinformation contained in“Managements Discussion and Analysis of FinancialCondition and Results of Operations”before deciding whether to buy the ADSs.Thisprospectus contains information from an industry report,dat

78、ed May 30,2025,commissioned by us and prepared by Frost&Sullivan(Beijing)Inc.,or Frost&Sullivan,an independent market research firm,to provide information regarding ourindustry and our market position in China.We refer to this report as the“Frost&Sullivan Report.”Our MissionOur mission is to make ev

79、ery acre of farmland more valuable via technology andindustry know-how.Who We AreWe are the largest agricultural B2B platform in mainland China in terms ofmonthly active merchants in 2024,according to the F&S Report.We believetechnology plays a critical role in agriculture,contributing to increasedp

80、roductivity of the industry.Over a decade,we have been dedicated to digitalizingChinas agricultural product supply chain infrastructure to streamline theagricultural product transaction process,making it efficient,transparent,secure,and convenient.Riding on the wave of agri-tech upgrade and leveragi

81、ng our profoundindustry experience and accumulated market insights,we provide a comprehensive setof digital solutions to facilitate agricultural product transactions,ranging fromsearching,matching,to transaction facilitation and settlement.Additionally,leveraging our industry experience and market i

82、nsights,we have ventured into therealm of smart farming and agricultural sourcing and trading,further broadeningour commercialization channels and animating our other business lines.We pride ourselves as the go-to platform for merchants by leveraging ourinnovative technology and industry know-how.Te

83、chnological capabilities run in ourgenes ever since we commenced our operations.Our proprietary agriculturalalgorithm,being accurate and efficient to sort out matching problems amongstbuyers,sellers and massive SKUs,processes terabytes of information daily.Leveraging such insights,we are able to con

84、stantly improve accuracy in transactionmatching and facilitate our decision-making in conducting our new business ventureincluding agricultural trading and sourcing and smart farming.We continue topioneer innovation in the industry through expanding into broader areas of AI-powered applications to e

85、nhance merchants experience and streamline operations.For example,we utilize natural language processing technologies,adapted fromopen-source models,to enhance the efficiency of collecting supply information fromsellers,which elevates user experience on our platform.We are also developing anAI-power

86、ed customer service system which leverages the capabilities of third-partylarge language model.This model is instrumental in promptly acquiring insightsinto merchant demand through chat interactions,thereby enhancing our efficiency intransaction matching.Our insightful,accurate and up-to-date market

87、 quotationdatabase,being the other building block of our success formula,is backed by ourdedicated R&D team.About 69%of our R&D personnel were senior engineers with over5years of work experience as of December 31,2024.Our large number of dailyactive merchants,acting with diverse characteristics and

88、online behaviors,providedaily feedback and response in real time,which allows us to continually enrich thequotation database,extend the depth and breadth of our knowledge graph,amass thecollective intelligence,and harness the power of technology.We have achieved at-scale commercialization and have a

89、 track record of provensuccess.Our platform had over 38million merchants as of December 31,2024.In2024,our platform facilitated approximately 147million searches,583millioncalls and instant messages,and over 187million potential transactions.As ofDecember 31,2024,the merchants presented approximatel

90、y 21million SKUs on ourplatform.Building upon our experience in transaction matching since our inception,we connected over 770,000 sellers and over 6million buyers in 2024 in theagricultural product supply chain with precise,dynamic and up-to-date informationrelated to agricultural product transacti

91、ons.We further elevate merchantexperiences with a full spectrum of services in advertising and client contactprivilege by providing the merchants with a suite of online tools.As of December31,2024,our geographic footprint covered over 340 cities and 2,800 counties,representing over 65%of the primary

92、 and secondary agricultural wholesale marketsin mainland China.We further entered into the agricultural sourcing and tradingbusiness in 2024,broadening12025/6/10 09:19sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htmhttps:/www.sec.gov/Archives/edgar/data/1991605/000121390025052

93、579/ea0240415-01.htm7/274Table of Contentssales channels for local agricultural producers and processors and facilitatingsales with reliable,real-time market information on standardization and price.Asof the date of this prospectus,we have established 12 offline stores in mainlandChina to trade agri

94、cultural products at cultivation and production sites withsellers and buyers.The success of our business is underpinned by the following main businesslines:_Note:(1)According to the F&S Report.Digital Agricultural Commerce Services.Our digitalagricultural commerce services are mainly offered via Yim

95、utian App,complemented by sales-assistance services offered via Douniu App.Launchedin 2015,Yimutian App is a versatile,merchant-friendly B2B e-commerceplatform designated for sellers from agricultural production bases orfactories and buyers scattered in the country.With distinct functions,Yimutian A

96、pp is the front line of our online traffic attraction tofacilitate modular product posting,portray merchant profiles anddistribute information to complete the transaction matching.To complementthe agricultural e-commerce business and address the downstream need ofagricultural product transaction on

97、the wholesale level,we offeragricultural product sales-assistance services which connect sellers withwholesale stallholders via Douniu App.It complements Yimutian App withfirst-hand market information from the offline transactions and refinesour omni-channel in reaching the great majority of fragmen

98、ted merchantsgroups.We mainly monetize our digital agricultural commerce servicesthrough membership services,value-added services and transactionservices.Agricultural Sourcing and Trading Services.In 2024,welaunched a new business ventureagricultural sourcing and tradingtopenetrate deeper in the sup

99、ply chain under the brand name“Wolaicai,”which phonetically resembles“I purchase for you”in Chinese.Through theagricultural sourcing and training business,we position ourselves asbrokers of agricultural products and directly make the deal and procureagricultural products from cultivation and product

100、ion sites for buyerswith regional or bulk procurement capacities,achieving greatertransaction efficiency in the upstream of the agricultural product supplychain.Our value proposition for this business line is to provideconsistently high quality pre-sale and post-sale services for buyers ofagricultur

101、al products.We primarily monetize this business by completingtransactions with buyers and sellers through our sales representatives atoffline stores.22025/6/10 09:19sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htmhttps:/www.sec.gov/Archives/edgar/data/1991605/00012139002505257

102、9/ea0240415-01.htm8/274Table of ContentsSmart Farming.Drawing on knowledge and resources we accumulatedfrom years of providing digital agricultural commerce services,welaunched our smart farming business in 2023 through collaboration withlocal business partners to selectively cultivate produce based

103、 on marketdemand.We strategically select produce that are cultivated in limitedregions during a short window of the year but with strong economicpotential,and strategically plant these produce in production region andduring cultivation season that complement its original production regionand cultiva

104、tion season.After successful trial planting of a selectedproduce,we commence large-scale production applying innovativecultivation technologies and subsequently promote and sell these productsto agricultural buyers with regional or bulk procurement capacities,wholesalers and merchants online and off

105、line through our digitalagricultural commerce services.As our agricultural sourcing and tradingservices continue to scale,new business opportunities from the demandside on Yimutian App or from wholesale markets are expected to furtherpropel growth of our smart farming business.We believe that ourinn

106、ovative cultivation strategy based on our industry insights andpropelled by our newly launched agricultural sourcing and trading servicescan effectively diversify the production areas and timing of a specificproduce and enable us to stagger production and market availability,filling the market gap l

107、eft by the decline of specific produce varietiesin their original production regions after their production season ends,ultimately achieving a continual supply of agricultural productsthroughout the year.We mainly monetize our smart farming business throughsales of the agricultural products.Other Di

108、gital Agricultural Solutions.Agricultural productionbases are vital to our business,which incentivizes us to furtherpenetrate into localized service suites with other digital agriculturalsolutions.We started helping scalable agricultural production basesfocusing on individual agricultural products i

109、n 2019 through consulting,brand promotion and digital agricultural training programs.Leveraging ourproprietary digital agricultural system,we mainly monetize throughproviding information and offering brand promotion services with interfaceof real-time market quotation analysis.Our business lines are

110、 deeply interconnected and together solidify ourleadership position in the agricultural B2B industry.Our digital agriculturalcommerce services represent where we start our business and are designed to servesellers of agricultural products,including farmers,agricultural production bases,agricultural

111、production cooperatives,food processing manufacturers and merchants,and business buyers,such as restaurants and grocery stores,who trade agriculturalproducts directly from the respective agricultural production bases.To servesellers and buyers on a wholesale level,we also offer agricultural product

112、sales-assistance services which connect sellers with wholesale stallholders to complementour digital agricultural commerce services.Our platform therefore seamlesslycombines online and offline scenarios for transactions of agricultural products andis able to reach all types of participants in the su

113、pply chain.Drawing on our extensive experience in the industry and the valuable marketinsights we have accumulated into agricultural commerce,along with the vast amountof data we have gathered on industry participants,user behavior,and transactionmatching,we have expanded our offerings to include ot

114、her digital agriculturalsolutions.These solutions cater to merchants seeking in-depth market informationand brand promotion services.Our proprietary digital agricultural solutionplatform,which is purposefully built to analyze current market dynamics,presentsaccurate price predictions,generates detai

115、led reports on pricing and circulationof agricultural products from farmland to various marketplaces,showcasing our dataanalytics and overall technology capabilities.By conducting in-depth analyses ofprice trends,nationwide circulation of agricultural products,and merchantbehavior,we are well-positi

116、oned to enhance our services and deliver bettercustomized recommendations to merchants on our platform,which will in turn improvemerchant loyalty and enable us to gain deeper insights into the circulation ofagricultural products,creating a flywheel effect.As we have accumulated valuable knowledge,in

117、formation and industry know-how onagricultural product categories,production region,market information,upstreamand downstream sales cycle,and supply and procurement trends,as well as fostereddeep relationships with various upstream and downstream participants in theagricultural product supply chain

118、throughyears of operations of our digitalagricultural commerce services via Yimutian App,we launched smart farming businessin 2023 through collaboration with local business partners to selectively cultivateproduce based on market demand,in order to diversify our monetization channels andcapture new

119、growth opportunities.As the business was in the trial-and-error stage,revenue generated from smart farming was immaterial in 2023.Our involvement insmart farming has provided us with valuable insights into the upstream agriculturalproduct supply chain.These insights have been instrumental in identif

120、yingpotential monetization channels that we plan to explore and develop in the future.32025/6/10 09:19sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htmhttps:/www.sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htm9/274Table of ContentsIn addition,we recogniz

121、e that online e-commerce platforms face inherentlimitations in fully encompassing the entire agricultural product supply chain,aswholesale-level transactions frequently occur offline.The offline agriculturalproduct market is characterized by a dynamic environment,with fluctuating marketconditions an

122、d a complex transaction process that includes receipt,inspection,sorting,packing,and logistics.Furthermore,the market is often challenged bynon-transparent pricing,lack of product standardization,variable supplierfulfillment capabilities and a general lack of post-sale services.These factorshave con

123、tributed to a growing market demand for standardized transaction servicesthat offer transparent pricing and reliable and quality pre-sale and post-salesupport.In response to these challenges,and by leveraging our deep insights intothe agricultural product supply chain as well as our extensive networ

124、k of buyersand sellers,we entered the agricultural sourcing and trading business in 2024,broadening procurement channels and sales channels for regional buyers and localagricultural producers and processors,respectively,and facilitating sales withreliable,real-time market information and consistent

125、quality and timelydeliveries,achieving greater transaction efficiency in the upstream of theagricultural product supply chain and leading to increased repeat purchases.Thisreliability is crucial for maintaining a strong buyer base on the Yimutian App.Oursmart farming business could also leverage the

126、 success of our agricultural sourcingand trading business to further integrate the supply chain.By ensuring quality andother specifications of products at production sites,we can offer consistentlyhigh-quality products to buyers.This integration reduces supply chain disruptionsand enhances the overa

127、ll efficiency of our business.Our comprehensive services have positioned us as a platform that encompassesthe full spectrum of agricultural supply chains,delivering significant values toboth sellers and buyers.With our suite of offerings,a typical business flowbegins with the strategic selection of

128、produce that currently have singleproduction region and single cultivation season but with strong economic potential,and strategically planting these produce in production region and duringcultivation season that complement its original production region and cultivationseason.After successful large-

129、scale production of the produce through our smartfarming business or by other agricultural producers,we may connect with and sellthe produce through our agricultural sourcing and trading business to buyers withregional or large-scale procurement capacities who indicate interests to procureproducts o

130、nline via our Apps or offline at wholesale markets.Meanwhile,ourdigital agricultural commerce services and other digital agricultural solutions canbe further iterated and enhanced through our collection of first-hand account oftransaction data and behaviors from our smart farming and agricultural tr

131、ading andsourcing business.42025/6/10 09:19sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htmhttps:/www.sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htm10/274Table of ContentsThrough our dedication in the past decade,we have achieved widespread marketaccep

132、tance evidenced by our high merchant stickiness and top-line growth.Wetypically attract and accumulate paying merchants through providing value-addedservices,such as advertising service,offered on our platform.As some merchantsachieve higher sales of products benefiting from such value-added service

133、s on ourplatform,they turn to subscribe for membership of our flagship product whichprovides a suite of online tools to further help merchants boost their sales,suchas hosting premium storefronts on our platform.The paying merchants of ourflagship product on average spent approximately RMB5,243(US$7

134、23)in 2024.See“Managements Discussion and Analysis of Financial Condition and Results ofOperationsKey Factors Affecting Our Results of OperationsOur ability toimprove and expand service offerings”for details.We recorded total revenues ofRMB187.5 million in 2023 and RMB161.3 million(US$22.1 million)i

135、n 2024.Industrytailwind in digitalization of infrastructure,such as the rapid deployment of 5Gcommunication networks and growing penetration of digital payment systems in ruralareas of China as well as the adoption of advanced digital technologies in theagricultural sector,facilitates the traceabili

136、ty of agricultural products andenhances the distribution efficiency of agricultural products,thereby laying thefoundation for the operation and growth of our agricultural B2B platform.As we arestill in the early stage of monetization,given our broad merchant base,we arepoised for growth across multi

137、ple new monetization channels and through value-addedservices throughout the supply chain of agricultural products.We incurred netlosses of RMB105.6million and RMB34.9 million(US$4.8 million)in 2023 and 2024,respectively.Market OpportunitiesFeeding over 1.4billion population scattered in 9.6million

138、squarekilometers has never been easy.Information asymmetry and low cost efficiency dueto the multi-layer and vertical structure of agriculture products circulation havelong been the transaction paradigm in mainland China.Agricultural B2B e-commerceplatforms are born to address these pain points by c

139、onnecting industry stakeholdersand offering seamless experience via omni-channels,providing one-stop solutionsfrom searching,matching and transacting,to transportation facilitation andsettlement.In recentyears,this industry has grown quickly driven by rapidtechnological developments.According to the

140、 F&S Report,the overall size ofChinas agricultural B2B e-commerce platform reached approximatelyRMB132.7billion in 2024,and is expected to grow to RMB284.2billion in 2029,representing a CAGR of 17.5%from 2025 to 2029.On top of that,agricultural B2Bplatform digital service market is also experiencing

141、 stellar growth due toincreasing popularity of centralized scale production and advancement oftechnologies.It reached a total market size of RMB1,629.6million in 2024 with a5-year CAGR of 36.7%from 2025 to 2029,according to the F&S Report.We believethat our overall leading position in the industry,i

142、n particular,our strengths intechnological capabilities and market insights,make us well-positioned to benefitfrom the significant growth opportunities.StrengthsWe believe our success is primarily attributable to the following keycompetitive strengths:agricultural B2B platform leader;pioneer in Chin

143、a agricultural product supply chain;superior and versatile technology capabilities;comprehensive knowledge graph and deep industry know-how;andvisionary management team.StrategiesTo further solidify our market leadership,we intend to pursue the followingstrategies:consolidate our market leadership p

144、osition in the agricultural B2Bindustry;further expand our innovative businesses;continue to invest in infrastructure development and technologyinnovation;andselectively pursue strategic partnerships,investments and acquisitions.52025/6/10 09:19sec.gov/Archives/edgar/data/1991605/000121390025052579/

145、ea0240415-01.htmhttps:/www.sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htm11/274Table of ContentsSummary of Risk FactorsAn investment in our ADSs involves significant risks.You should carefullyconsider all of the information in this prospectus before making an investment inou

146、r ADSs.Below please find a summary of the principal risks and uncertainties weface,organized under relevant headings.The operational risks associated withbeing based in and having operations in mainland China also apply to operations inHongKong and Macau.Risks Related to Our Business and IndustryIf

147、we are unable to attract or retain agricultural product sellers,ourplatform will become less appealing to wholesale markets and businessbuyers,and our business and financial results may be materially andadversely impacted.If we are unable to attract or retain buyers of agricultural products,ourplatf

148、orm will become less appealing to agricultural product sellers,andour business and financial results may be materially and adverselyimpacted.We have incurred net losses since our inception.We cannot guarantee thatour monetization strategies will be successful and generate sustainablerevenues and rea

149、lize profitability.If we are unable to achieve andmaintain profitability in the future,our business,financial conditionand results of operations may be materially and adversely affected.Our operating cash outflow,net current liabilities,and preferredshareholder redemption rights raise substantial do

150、ubt about our ability tocontinue as a going concern.We have limited operating history and our evolving business make itdifficult to evaluate our future prospects and the risks and challenges wemay encounter,and our historical growth and performance may not beindicative of our future growth and finan

151、cial results.Our business and results of operations may be materially and adverselyaffected if inclement weather persists or natural disasters occur.Changesin the availability of quality agricultural products and pricefluctuations could also negatively affect our business.Our business depends heavil

152、y on the market recognition and reputation ofour brands.Any harm to our brands,failure to maintain and enhance ourbrand recognition or any negative publicity about us,our business,management,business partners or the agricultural B2B industry in general,may materially and adversely affect our busines

153、s,financial condition andresults of operations.Our business and results of operations may be materially and adverselyaffected if we are unable to maintain satisfactory user experience or highquality customer service.Agricultural product sellers on our platform deliver their products towholesale mark

154、ets or business buyers through a variety of third-partylogistics service providers.Service interruptions,failures,orconstraints of these third parties could severely harm our reputation,business and prospects.We may be subject to complex and evolving laws and regulations regardingcybersecurity,data

155、privacy and data protection.Actual or alleged failureto comply with cybersecurity,data privacy and data protection laws andregulations could damage our reputation,deter current and potential usersfrom using our services and subject us to significant legal,financial andoperational consequences.Risks

156、Related to Our Corporate StructureYimutian Inc.is a Cayman Islands holding company with no operations ofits own.We currently conduct our operations in mainland China through oursubsidiaries and the VIEs.If the mainland China government deems that ourcontractual arrangements with the VIEs do not comp

157、ly with the laws ofmainland China,or if these laws,or the interpretation of existing laws,change in the future,we could be subject to material penalties or beforced to relinquish our interests in those operations or otherwisesignificantly change our corporate structure.We and our investors faceuncer

158、tainty about potential future actions by the mainland Chinagovernment that could affect the legality and enforceability of thecontractual arrangements with the VIEs and,consequently,significantlyaffect our ability to consolidate the financial results of the VIEs andthe financial performance of our c

159、ompany as a whole.62025/6/10 09:19sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htmhttps:/www.sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htm12/274Table of ContentsOur contractual arrangements may not be as effective in providingoperational control as di

160、rect ownership and the VIE shareholders may failto perform their obligations under our contractual arrangements.Risks Related to Doing Business in Mainland ChinaWe have completed the required filings with the CSRC for this offering.However,the approval of the CSRC or other PRC government authorities

161、 maybe required in connection with our future offerings under PRC law,and ifrequired,we cannot predict whether or for how long we will be able toobtain such approval.The legal system in mainland China evolves rapidly,and theinterpretations of laws,regulations and rules may change from time totime.Th

162、e enforcement of laws in mainland China and rules and regulationsin mainland China can change quickly with little advance notice.Inaddition,their interpretations and enforcement involve uncertainties.Similar to situations of many other countries,the mainland Chinagovernment has oversight over the co

163、nduct of our business and mayinfluence or intervene our operations at any time,which could result in amaterial change in our operations and/or the value of our ClassAordinary shares or ADSs.Furthermore,the mainland China government hasrecently promulgated certain measures to supervise overseas secur

164、itiesoffering of domestic entities,indicating an intent to exert moreoversight and control over securities offerings and other capital marketsactivities that are conducted overseas and/or foreign investment inmainland China-based companies like us.If we fail to comply with the newmeasures relating t

165、o overseas securities offering of domestic entities,such failure could adversely affect the value of our ClassA ordinaryshares or the ADSs,or significantly limit or completely hinder ourability to offer or continue to offer securities to investors and causethe value of such securities to significant

166、ly decline or in extreme cases,become worthless.For details,see“Risk FactorsRisks Related toDoing Business in Mainland ChinaWe are subject to evolving laws andregulations of mainland China that could require us to modify our currentbusiness practices and incur increased costs,and the mainland Chinag

167、overnments oversight over our business operations could result in amaterial adverse change in our operations and the value of our ClassAordinary shares or ADSs.”Our ADSs may be prohibited from trading in the UnitedStates under theHFCAA in the future if the PCAOB is unable to inspect or investigateco

168、mpletely auditors located in mainland China and HongKong.Thedelisting of the ADSs,or the threat of their being delisted,maymaterially and adversely affect the value of your investment.Risks Related to the ADS and This OfferingAn active trading market for our ClassA ordinary shares or the ADSs maynot

169、 develop and the trading price for the ADSs may fluctuatesignificantly.The trading price of the ADSs is likely to be volatile,which could resultin substantial losses to investors.Our proposed dual-class voting structure will limit your ability toinfluence corporate matters and could discourage other

170、s from pursuing anychange of control transactions that holders of our ClassA ordinaryshares and ADSs may view as beneficial.Permission Required from the PRC Authorities for Our Operations andOfferingsPrerequisite Regulatory Licenses,Permits and ApprovalsWe conduct our business through our mainland C

171、hina subsidiaries and the VIEs inmainland China.Our operations in mainland China are governed by mainland Chinalaws and regulations.As advised by Global Law Office,our PRC counsel,as of thedate of this prospectus,our mainland China subsidiaries and the VIEs have obtainedall material licenses and per

172、mits from the mainland China government authoritiesthat are necessary for their business operations in China.72025/6/10 09:19sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htmhttps:/www.sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htm13/274Table of Content

173、sWe may be required to obtain additional licenses,permits,filings,orapprovals for our business operations in the future.If we or any of the VIEs isfound to be in violation of any existing or future laws or regulations of mainlandChina,or fail to obtain or maintain any of the required permits or appr

174、ovals,thePRC regulatory authorities would have discretion to take action in dealing withsuch violations or failures.In addition,if we had inadvertently concluded thatsuch approvals,permits,registrations or filings were not required,or ifapplicable laws,regulations or interpretations change in a way

175、that requires us toobtain such approval,permits,registrations or filings in the future,we may beunable to obtain such necessary approvals,permits,registrations or filings in atimely manner,or at all,and such approvals,permits,registrations or filings maybe rescinded even if obtained.Any such circums

176、tance may subject us to fines andother regulatory,civil or criminal liabilities,and we may be ordered by thecompetent government authorities to suspend relevant operations,which willmaterially and adversely affect our business operation.In addition,there can beno assurance that we or the VIEs will b

177、e able to maintain the existing licenses,approvals,registrations,permits and filings necessary to operate current businessin mainland China,renew any of these upon expiry in the future,or update theexisting licenses or obtain additional licenses,approvals,permits,registrationsor filings necessary fo

178、r our business expansion from time to time.If we or theVIEs fail to do so,our business,financial condition and operational results maybe materially and adversely affected.For risks relating to licenses and approvalsrequired for our operations in China,see“Risk FactorsRisks Related to OurBusiness and

179、 IndustryAny lack of requisite approvals,licenses or permitsapplicable to our business may subject us to administrative penalties or othergovernment sanctions and have a material and adverse effect on our business,financial condition and results of operations.”Cybersecurity ReviewOn December28,2021,

180、the Cyberspace Administration of China,or the CAC,andseveral other administrations in mainland China jointly promulgated the Measuresfor Cybersecurity Review,or the Cybersecurity Review Measures,which becameeffective on February15,2022.As a network platform operator who possess personalinformation o

181、f more than one million users for purposes of the Cybersecurity ReviewMeasures,we have applied for and completed a cybersecurity review with respect toour proposed overseas listing pursuant to the Cybersecurity Review Measures.Overseas ListingOn February17,2023,the CSRC promulgated Trial Administrat

182、ive Measures ofthe Overseas Securities Offering and Listing by Domestic Companies,or the OverseasListing Trial Measures and relevant five guidelines,which became effective onMarch31,2023.According to the Overseas Listing Trial Measures,Chinese domesticcompanies that seek to offer and list securities

183、 in overseas markets,either indirect or indirect means,are required to fulfill the filing procedure with theCSRC and report relevant information.Where an issuer submits an application forinitial public offering to competent overseas regulators,such issuer must filewith the CSRC within threebusiness

184、days after such application is submitted.TheOverseas Listing Trial Measures also requires subsequent reports to be filed withthe CSRC on material events,such as change of control or voluntary or forceddelisting of the issuer(s)who have completed overseas offerings and listings.We are required to com

185、plete the filing procedures with the CSRC in connectionwith this offering and have duly completed the required flings with the CSRC inaccordance with the requirements under the Trial Measures.The CSRC has concludedthe filing procedure and published the filing results on the CSRC website onFebruary17

186、,2025.However,any future securities offerings and listings outside ofmainland China by our company,including but not limited to follow-on offerings,secondary listings,and going private transactions,will be subject to the filingrequirements with the CSRC under the Trial Measures,and we cannot assure

187、you thatwe will be able to comply with such filing requirements in a timely manner,or atall.If we fail to obtain the approval or complete the filings and other regulatoryprocedures,we may face sanctions by the CSRC or other PRC regulatory agencies,which may include fines and penalties on our operati

188、ons in mainland China,limitations on our operating privileges in mainland China,restrictions on orprohibition of the payments or remittance of dividends by our PRC subsidiaries inmainland China,or other actions that could have a material and adverse effect onour business,financial condition,results

189、of operations,reputation and prospects,as well as the trading price of our ADSs.For details of the associated risks,see“Risk FactorsRisks Related to Doing Business in Mainland ChinaWe havecompleted the required filings with the CSRC for this offering.However,theapproval of the CSRC or other PRC gove

190、rnment authorities may be required inconnection with our future offerings under PRC law,and if required,we cannotpredict whether or for how long we will be able to obtain such approval.”82025/6/10 09:19sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htmhttps:/www.sec.gov/Archives

191、/edgar/data/1991605/000121390025052579/ea0240415-01.htm14/274Table of ContentsThe Holding Foreign Companies Accountable ActPursuant to the HFCAA,if the SEC determines that we have filed audit reportsissued by a registered public accounting firm that has not been subject toinspections by the PCAOB fo

192、r two consecutiveyears,the SEC will prohibit ourshares or the ADSs from being traded on a national securities exchange or in theover-the-counter trading market in the UnitedStates.On December16,2021,thePCAOB issued a report to notify the SEC of its determination that the PCAOB wasunable to inspect o

193、r investigate completely registered public accounting firmsheadquartered in mainland China and HongKong.The independent registered publicaccounting firm that we use,Assentsure PAC,is headquartered in Singapore.OnDecember15,2022,the PCAOB issued a report that vacated its December16,2021determination

194、and removed mainland China and HongKong from the list ofjurisdictions where it is unable to inspect or investigate completely registeredpublic accounting firms.On December29,2022,the Consolidated Appropriations Act,2023,was signed into law,which amended the HFCAA(i)to reduce the number ofconsecutive

195、 non-inspectionyears required for triggering the prohibitions under theHFCAA from threeyears to two,and(ii)so that any foreign jurisdiction could bethe reason why the PCAOB does not have complete access to inspect or investigate acompanys auditors.As it was originally enacted,the HFCAA applied only

196、if thePCAOBs inability to inspect or investigate because of a position taken by anauthority in the foreign jurisdiction where the relevant public accounting firm islocated.As a result of the Consolidated Appropriations Act,2023,the HFCAA nowalso applies if the PCAOBs inability to inspect or investig

197、ate the relevantaccounting firm is due to a position taken by an authority in any foreignjurisdiction.The denying jurisdiction does not need to be where the accountingfirm is located.Each year,the PCAOB will determine whether it can inspect andinvestigate completely audit firms in foreign jurisdicti

198、ons.If the PCAOBdetermines in the future that it no longer has full access to inspect andinvestigate completely accounting firms in to the jurisdiction where the accountingfirm that we use to issue an audit report on our financial statements filed withthe Securities and Exchange Commission is headqu

199、artered,we would be identified asa Commission-Identified Issuer following the filing of the annual report onForm20-F for the relevant fiscal year.There can be no assurance that we would notbe identified as a Commission-Identified Issuer for any future fiscal year,and ifwe were so identified for two

200、consecutiveyears,we would become subject to theprohibition on trading under the HFCAA.See“Risk FactorsRisks Related toDoing Business in Mainland ChinaOur ADSs may be prohibited from trading in theUnitedStates under the HFCAA in the future if the PCAOB is unable to inspect orinvestigate completely au

201、ditors located in mainland China and HongKong.Thedelisting of the ADSs,or the threat of their being delisted,may materially andadversely affect the value of your investment.”Contractual Arrangements and Corporate StructureYimutian Inc.is a Cayman Islands holding company,and we currently conduct ouro

202、perations in mainland China primarily through the VIEs,and to a lesser extent ourmainland China subsidiaries.Laws and regulations in mainland China restrictforeign investment in companies that engage in value-added telecommunicationservices.The VIEs are consolidated for accounting purpose,and Yimuti

203、an Inc.doesnot own any equity interest in the VIEs.As such,Yimutian Inc.,through the WFOE,entered into a series of contractual arrangements with Beijing Douniu NetworkTechnology Co.,Ltd.,or Beijing Douniu,and Beijing Yimutian Xinnong Network Co.,Ltd.,or Yimutian Xinnong,respectively.These contractua

204、l arrangements enteredinto with the VIEs allow us to receive substantially all of the economic benefitsof the VIEs,and have an exclusive option to purchase all or part of the equityinterests in the VIEs when and to the extent permitted by laws of mainland China.These contractual arrangements include

205、 exclusive business cooperation agreement,exclusive option agreement,equity pledge agreement and powers of attorney.Beijing Douniu operates the Douniu App,an online agricultural productwholesale market circulation platform,which involves the provision of internetinformation services and requires an

206、ICP License.As such,Beijing Douniu hasobtained and currently holds an ICP License.Yimutian Xinnong primarily operates anagricultural product B2B e-commerce platform through Yimutian App,which involvesthe provision of internet information services and online data processing andtransaction processing

207、service(i.e.,operational e-commerce business)and requiresboth an ICP License and an EDI License.As such,Yimutian Xinnong has obtained andcurrently holds an ICP License an EDI License.As a result of the contractual arrangements,we are regarded as the primarybeneficiary of the VIEs for accounting purp

208、ose.We treat them as our consolidatedaffiliated entities under U.S.GAAP,and have consolidated the financial results ofthese entities in our consolidated financial statements in accordance withU.S.GAAP,to the extent the conditions for consolidation of the VIEs underU.S.GAAP are satisfied.For more det

209、ails and risks related to our variableinterest entity structure,please see“Corporate History andStructureContractual Arrangements and the VIEs”and“Risk FactorsRisksRelated to Our Corporate Structure.”92025/6/10 09:19sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htmhttps:/www.se

210、c.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htm15/274Table of ContentsEven though these contractual arrangements allow us to be considered theprimary beneficiary of the VIEs for accounting purpose,which results in theconsolidation of the VIEs operating results in our financial

211、statements underU.S.GAAP,such control may be less effective than equity ownership,and we couldface heightened risks and costs in enforcing these contractual arrangements,because there are substantial uncertainties regarding the interpretation andapplication of current and future laws,regulations,and

212、 rules of mainland Chinarelating to the legality and enforceability of these contractual arrangements.Forthe risks related to the nominee shareholders of the VIEs,see“RiskFactorsRisks Related to Our Corporate StructureYimutian Inc.is a CaymanIslands holding company with no operations of its own and

213、we currently conduct ouroperations in mainland China through our subsidiaries and the VIEs.Investors inour ADSs should note that they are purchasing equity interests in a Cayman Islandsholding company rather than equity interests in the VIEs in mainland China.Giventhat there are uncertainties regard

214、ing the interpretation and application ofcurrent and future PRC laws,regulations,and rules relating to the agreements thatestablish the VIE structure for our operations in mainland China,includingpotential future actions by the mainland China government,if the mainland Chinagovernment deems that our

215、 contractual arrangements with the VIEs do not comply withthe laws of mainland China,or if regulations or interpretation of the existingregulations change in the future,we could be subject to penalties or be forced torelinquish our interests in the VIEs”and“Risk FactorsRisks Related to OurCorporate

216、StructureAny failure by any of the VIEs or their shareholders toperform their respective obligations under our contractual arrangements with themwould have a material and adverse effect on our business.”The following chart illustrates our corporate structure,including ourprincipal subsidiary,as well

217、 as the VIEs and their principal subsidiaries,immediately upon the completion of this offering:_Notes:(1)Beijing Douniu is 99%owned by Mr.Jinhong Deng,our founder,chairman and chief executiveofficer,and 1%owned by Mr.Min Liu,our director and senior vice president.BothMr.Deng and Mr.Liu are beneficia

218、l owners of shares of our company.(2)Yimutian Xinnong is 88.53%owned by Mr.Jinhong Deng,6.34%owned by Ms.Jiefang Ji,thefounder of Wise Prime International Limited and a beneficial owner of shares of our company,0.85%owned by Mr.Yahui Zhou,the founder of Keeneyes Future Holding Limited and abeneficia

219、l owner of shares of our company,0.85%owned by Mr.Zhijia Liu,our director,0.85%owned by Mr.Bailin Song,a beneficial owner of shares of our company,0.85%owned byMr.Mi Zhou,our director,0.85%owned by Mr.Min Liu,and 0.85%owned by Mr.Haiyan Gao,a beneficial owner of shares of our company.102025/6/10 09:

220、19sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htmhttps:/www.sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htm16/274Table of ContentsCash Flows Through Our OrganizationYimutian Inc.and the WFOE are not able to make direct capital contributions tothe VIEs.

221、However,under the laws and regulations of mainland China,they arepermitted to remit funds to the VIEs through loans or by making payment to the VIEsfor intragroup transactions.In 2023 and 2024,the WFOE made payments to the VIEsfor intragroup transactions in the amounts of RMB64.8million and RMB67.6

222、million,respectively.The VIEs may transfer cash to the WFOE by paying service fees according to theexclusive business cooperation agreement.In 2023 and 2024,the VIEs transferredRMB28.3million and RMB28.3 million,respectively,to our WFOE as service feesunder the exclusive business cooperation agreeme

223、nt.We plan to continue todetermine the amount of service fees and payment method with the VIEs and theirshareholders based on the working capital needs of the VIEs,and settle fees underthe contractual arrangements accordingly in the future.In 2023 and 2024,no assets other than cash flows discussed a

224、bove weretransferred through our organization.Under laws and regulations of mainland China,we are subject to restrictions onforeign exchange and cross-border cash transfers,including to the Cayman Islandholding company and U.S.investors.Our ability to distribute earnings to theCayman Island holding

225、company and U.S.investors is also limited.We are a CaymanIslands holding company and rely on dividends and other distributions on equityfrom our mainland China subsidiaries for our cash requirements,including the fundsnecessary to pay dividends and other cash distributions to our shareholders andser

226、vice any debt we may incur outside of mainland China.Current mainland Chinaregulations permit our mainland China subsidiaries to pay dividends to us only outof their accumulated after-tax profits upon satisfaction of relevant statutoryconditions and procedures,if any,determined in accordance with Ch

227、inese accountingstandards and regulations.In addition,our mainland China subsidiaries arerequired to set aside at least 10%of its after-tax profits each year,if any,tofund certain reserve funds until the total amount set aside reaches 50%of itsregistered capital.These reserves,together with the regi

228、stered capital,are notdistributable as cash dividends.Additionally,if our mainland China subsidiariesincur debt on its own behalf in the future,the instruments governing its debt mayrestrict its ability to pay dividends or make other distributions to us.Inaddition,the revenues and assets of our main

229、land China subsidiaries are generallydenominated in Renminbi,which is not freely convertible into other currencies.Asa result,any restriction on currency exchange may limit the ability of ourmainland China subsidiaries to pay dividends to us.For more details,see“RiskFactorsRisks Related to Doing Bus

230、iness in Mainland ChinaWe may rely ondividends and other distributions on equity paid by our subsidiaries in mainlandChina to fund any cash and financing requirements we may have,and any limitationon the ability of our subsidiaries in mainland China to make payments to us couldhave a material and ad

231、verse effect on our ability to conduct our business”and“Risk FactorsRisks Related to Doing Business in Mainland ChinaMainlandChina regulations of loans to and direct investment in domestic entities byoffshore holding companies and governmental regulations of currency conversion mayrestrict or delay

232、us from using the proceeds of this offering to make loans oradditional capital contributions to our subsidiaries in mainland China,which couldadversely affect our liquidity and our ability to fund and expand our business.”We have established stringent controls and procedures for cash flows within ou

233、rorganization.Each transfer of cash among our Cayman Islands holding company andour subsidiaries is subject to internal approval.To effect a cash transfer,anumber of steps are needed,including but not limited to the issuance of paymentreceipt,logging into the online banking system and completing its

234、 verificationprocess,inspection of the invoice,and payment execution.A single employee is notpermitted to complete each and every stage of a cash transfer,but rather onlyportions of the whole procedure.Only the finance department is authorized to makecash transfers.Within the finance department,the

235、roles of payment approval,payment execution,record keeping,and auditing are segregated to minimize risk.Yimutian Inc.has not previously declared or paid any cash dividend or dividendin kind,and has no plan to declare or pay any dividends in the near future on ourshares or the ADSs representing our C

236、lassA ordinary shares.We currently intend toretain most,if not all,of our available funds and any future earnings to operateand expand our business.Our board of directors has discretion on whether todistribute dividends,subject to certain requirements of Cayman Islands law.Evenif we decide to pay di

237、vidends,the form,frequency and amount will depend upon ourfuture operations and earnings,capital requirements and surplus,general financialcondition,contractual restrictions and other factors that the board of directorsmay deem relevant.112025/6/10 09:19sec.gov/Archives/edgar/data/1991605/0001213900

238、25052579/ea0240415-01.htmhttps:/www.sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htm17/274Table of ContentsFor purposes of illustration,the following discussion reflects thehypothetical taxes that might be required to be paid within mainland China,assuming that:(i)we have taxa

239、ble earnings,and(ii)we determine to paydividends in the future.Taxcalculation(1)Hypothetical pre-tax earnings(2)100%Tax on earnings at statutory rate of 25%(3)(25)%Net earnings available for distribution 75%Withholding tax at standard rate of 10%(4)(7.5)%Net distribution to Parent/Shareholders 67.5%

240、_Notes:(1)For purposes of this example,the tax calculation has been simplified.The hypotheticalbook pre-tax earnings amount,not considering timing differences,is assumed to equaltaxable income in China.(2)Under the terms of VIE agreements,our WFOE may charge the VIEs for services provided toVIEs.The

241、se service fees shall be recognized as expenses of the VIEs,with a correspondingamount as service income by our WFOE and eliminate in consolidation.For income taxpurposes,our WFOE and VIEs file income tax returns on a separate company basis.The servicefees paid are recognized as a tax deduction by t

242、he VIEs and as income by our WFOE and aretax neutral.(3)Certain of our subsidiaries and VIEs qualify for a 15%preferential income tax rate inChina.However,such rate is subject to qualification,is temporary in nature,and may notbe available in a future period when distributions are paid.For purposes

243、of thishypothetical example,the table above reflects a maximum tax scenario under which the fullstatutory rate would be effective.(4)The PRC Enterprise Income Tax Law imposes a withholding income tax of 10%on dividendsdistributed by a foreign invested enterprise,or FIE,to its immediate holding compa

244、nyoutside of China.A lower withholding income tax rate of 5%is applied if the FIEsimmediate holding company is registered in HongKong or other jurisdictions that have a taxtreaty arrangement with mainland China,subject to a qualification review at the time of thedistribution.For purposes of this hyp

245、othetical example,the table above assumes a maximumtax scenario under which the full withholding tax would be applied.Our Corporate InformationOur principal executive offices are located at 6/F,Building B-6,Block A,Zhongguancun Dongsheng Technology Campus,No.66 Xixiaokou Road,Haidian District,Beijin

246、g 100192,Peoples Republic of China.Our telephone number at this address is+86 10 57086561.Our registered office in the Cayman Islands is located at theoffices of Osiris International Cayman Limited,Suite#4-210,Governors Square,23Lime Tree Bay Avenue,PO Box 32311,Grand Cayman KY1-1209,Cayman Islands.

247、Ouragent for service of process in the UnitedStates is Cogency Global Inc.,locatedat 122 East 42nd Street,18th Floor,New York,NY 10168.Investors should contact us for any inquiries through the address and telephonenumber of our principal executive office.Our principal website is .Theinformation cont

248、ained on our website is not a part of this prospectus.Implications of Being an Emerging Growth CompanyAs a company with less than US$1.235billion in revenue for our last fiscalyear,we qualify as an“emerging growth company”pursuant to the Jumpstart OurBusiness Startups Actof2012,as amended,or the JOB

249、S Act.An emerging growthcompany may take advantage of specified reduced reporting and other requirementscompared to those that are otherwise applicable generally to public companies.These provisions include exemption from the auditor attestation requirement underSection404 of the Sarbanes-Oxley Acto

250、f2002 in the assessment of the emerginggrowth companys internal control over financial reporting.The JOBS Act alsoprovides that an emerging growth company does not need to comply with any new orrevised financial accounting standards until such date that a private company isotherwise required to comp

251、ly with such new or revised accounting standards.Pursuant to the JOBS Act,we have elected to take advantage of the benefits of thisextended transition period for complying with new or revised accounting standards.As a result,our operating results and financial statements may not be comparableto the

252、operating results and financial statements of other companies who haveadopted the new or revised accounting standards.122025/6/10 09:19sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htmhttps:/www.sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htm18/274Table

253、of ContentsWe will remain an emerging growth company until the earliest of(a)thelastday of the fiscal year during which we have total annual gross revenues of atleast US$1.235billion;(b)the lastday of our fiscal year following the fifthanniversary of the completion of this offering;(c)the date on wh

254、ich we have,during the preceding three-year period,issued more than US$1.0billion in non-convertible debt;or(d)the date on which we are deemed to be a“largeaccelerated filer”under the Securities ExchangeActof1934,as amended,or theExchangeAct,which would occur if the market value of our ADSs that are

255、 held bynon-affiliates exceeds US$700million as of the last businessday of our mostrecently completed second fiscal quarter.Once we cease to be an emerging growthcompany,we will not be entitled to the exemptions provided in the JOBS Actdiscussed above.Implications of Being a Foreign Private IssuerWe

256、 are a foreign private issuer within the meaning of the rules under theExchangeAct,and as such we are exempt from certain provisions of the securitiesrules and regulations in the UnitedStates that are applicable to U.S.domesticissuers.Moreover,the information we are required to file with or furnish

257、to theSEC will be less extensive and less timely compared to that required to be filedwith the SEC by U.S.domestic issuers.In addition,as an exempted companyincorporated in the Cayman Islands,we are permitted to adopt certain home countrypractices in relation to corporate governance matters that dif

258、fer significantlyfrom the Nasdaq Stock Market Rules.See“Risk FactorsRisks Related to theADSs and This OfferingAs an exempted company incorporated in the CaymanIslands,Yimutian Inc.is permitted to adopt certain home country practices inrelation to corporate governance matters that differ significantl

259、y from the Nasdaqlisting standards.These practices may afford less protection to shareholders thanthey would enjoy if we complied fully with the Nasdaq listing standards.”Implication of Being a Controlled CompanyImmediately following the completion of this offering,our,will beneficially own%of our t

260、otal issuedand outstanding ordinary shares,representing%of our total voting power,assuming that the underwriters do not exercise their option to purchase additionalADSs,or%of our total issued and outstanding ordinary shares,representing%of our total voting power,assuming that the option topurchase a

261、dditional ADSs is exercised by the underwriters in full.As a result,wewill be a“controlled company”as defined under the Nasdaq Stock Market Rulesbecausewill hold more than 50%of the voting power for the election ofdirectors upon the completion of this offering.As a“controlled company,”we arepermitte

262、d to elect not to comply with certain corporate governance requirements.Ifwe rely on these exemptions,you will not have the same protection afforded toshareholders of companies that are subject to these corporate governancerequirements.Conventions Which Apply to This ProspectusUnless otherwise indic

263、ated or the context otherwise requires,references inthis prospectus to:“ADSs”are to the American depositary shares,eachrepresentingClassA ordinary shares;“Apps”with respect to the online applications we offer,are to YimutianApp and Douniu App,unless the context indicates otherwise;“buyers”in a given

264、 year or as of a given date are to users who havelogged in on our platform to access market information and sellerinformation,and engage in potential transaction negotiations with sellersprior to the end of that year or that date,excluding users that haveposted product listings on our platform prior

265、 to the end of that year orthat date;“CAC”is to the Cyberspace Administration of China;“CAGR”are to compound annual growth rate;“ClassA ordinary shares”are to our ClassA ordinary shares with a parvalue of US$0.00001 per share;“ClassB ordinary shares”are to our ClassB ordinary shares with a parvalue

266、of US$0.00001 per share;132025/6/10 09:19sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htmhttps:/www.sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htm19/274Table of Contents“CSRC”is to the China Securities Regulatory Commission;“merchants”are to sellers an

267、d buyers of agricultural products,unlessthe context indicates otherwise;we sometimes refer to merchants as ourusers;“ordinary shares”are to our ordinary shares,par value US$0.00001 pershare;“RMB”or“Renminbi”are to the legal currency of mainland China;“sellers”in a given year are to users who have lo

268、gged in on ourplatform during that year and posted product listings on our platformprior to the end of that year;“sellers”as of a given date are to userswho have posted product listings on our platform prior to that date;“US$,”“dollars,”or“U.S.dollars”are to the legal currency of theUnitedStates;“U.

269、S.GAAP”are to accounting principles generally accepted in theUnitedStates of America;“VIEs”are to Beijing Douniu Network Technology Co.,Ltd.,or BeijingDouniu,and Beijing Yimutian Xinnong Network Co.,Ltd.,or YimutianXinnong;“WFOE,”“wholly foreign owned entity,”or“Beijing Yimutian”are toBeijing Yimuti

270、an Network Technology Co.,Ltd.;and“Yimutian,”“we,”“us,”“our company,”“the Company,”“or“our”are to Yimutian Inc.and its subsidiaries,and,in the context ofdescribing our operations and consolidated financial information,alsoincludes the VIEs in mainland China.Unless otherwise noted,all translations fr

271、om Renminbi to U.S.dollars andfrom U.S.dollars to Renminbi in this prospectus are made at RMB7.2993 to US$1.00,the exchange rate set forth in the H.10 statistical release of the Federal ReserveBoard on December 31,2024.We make no representation that any Renminbi orU.S.dollar amounts could have been,

272、or could be,converted into U.S.dollars orRenminbi,as the case may be,at any particular rate,the rates stated below,or atall.On May 30,2025,the exchange rate for Renminbi was RMB7.1991 to US$1.00.142025/6/10 09:19sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htmhttps:/www.sec.go

273、v/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htm20/274Table of ContentsTHE OFFERINGOffering price range We currently estimate that the initial publicoffering price will be between US$and US$per ADS.ADSs offered by us ADSs(or ADSs if theunderwriters exercise their over-allotment opti

274、on infull).ADSs offered by the sellingshareholders ADSs(or ADSs if theunderwriters exercise their over-allotment option infull).ADS outstanding immediatelyafter this offering ADSs(or ADSs if theunderwriters exercise their over-allotment option infull).The ADSs Each ADS represents ClassA ordinary sha

275、res,par value US$0.00001 per share.The depositary willhold the ClassA ordinary shares underlying theADSs through its custodian.You will have rights asprovided in the deposit agreement.We do not expect to pay dividends in the foreseeablefuture.If,however,we declare dividends on ourClassA ordinary sha

276、res,the depositary will payyou the cash dividends and other distributions itreceives on our ClassA ordinary shares,afterdeducting its fees and expenses in accordance withthe terms set forth in the deposit agreement.You may surrender the ADSs to the depositary forcancellation to receive ClassA ordina

277、ry shares.The depositary will charge you fees for anycancellation.We may amend or terminate the deposit agreementwithout your consent.If you continue to hold theADSs after an amendment to the deposit agreement,you agree to be bound by the deposit agreement asamended.To better understand the terms of

278、 the ADSs,youshould carefully read the“Description of AmericanDepositary Shares”section of this prospectus.Youshould also read the deposit agreement,which isfiled as an exhibit to the registration statementthat includes this prospectus.Ordinary shares We will issueClassA ordinary sharesrepresented b

279、y the ADSs in this offering.Following the completion of this offering,ourissued and outstanding share capital will consist ofClassA ordinary shares and ClassB ordinaryshares.Holders of ClassA ordinary shares andClassB ordinary shares have the same rights exceptfor voting and conversion rights.Each C

280、lassBordinary share is entitled to twenty(20)votes,andeach ClassA ordinary share is entitled to onevote.ClassA ordinary shares are not convertibleinto ClassB ordinary shares under anycircumstances.See“Description of Share Capital.”Ordinary shares outstandingimmediately after thisoffering ordinary sh

281、ares,comprised ofClassA ordinary shares and ClassB ordinary shares(or ClassAordinary shares if the underwriters exercise theiroption to purchase additional ADSs in full,comprised of ClassA ordinary shares andClassB ordinary shares).152025/6/10 09:19sec.gov/Archives/edgar/data/1991605/000121390025052

282、579/ea0240415-01.htmhttps:/www.sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htm21/274Table of ContentsOver-allotment option We and the selling shareholders have granted theunderwriters the right to purchase up to anadditionalClassA ordinary share from uswithin 30days of the da

283、te of this prospectus,tocover over-allotments,if any,in connection withthe offering.Listing We intend to apply to list the ADSs representing ourClassA ordinary shares on the Nasdaq under thesymbol“YMT.”Use of proceeds We estimate that the net proceeds to us from theoffering will be approximately US$

284、million,orapproximately US$million if theunderwriters exercise their option to purchaseadditional ADSs in full,based on the midpoint ofthe estimated initial public offering price rangeset forth on the front cover of this prospectus,after deducting underwriting discounts andcommissions and estimated

285、expenses payable by us.We intend to use the net proceeds from the offeringfor the enhancement of our Apps,the development oftechnological infrastructure and product operations,the expansion of agricultural sourcing and tradingservices and working capital and general corporatepurposes.See“Use of Proc

286、eeds.”We will not receive any of the proceeds from thesale of ADSs by the selling shareholders.Lock-up We,our directors,executive officers,all of ourexisting shareholders and all holders of our share-based awards have agreed with the underwriters,subject to certain exceptions,not to offer,sell,or di

287、spose of any shares of our share capital orsecurities convertible into or exchangeable orexercisable for any shares of our share capitalduring the 180-day period following the date of thisprospectus.See“Shares Eligible for Future Sale”and“Underwriting”for more information.Payment and settlement The

288、underwriters expect to deliver the ADSs againstpayment therefor through the facilities of TheDepository Trust Company on,2025.Depositary Unless otherwise indicated,all information contained in this prospectusassumes no exercise of the option granted to the underwriters to purchase up toadditional Cl

289、assA ordinary shares to cover over-allotments,if any,inconnection with the offering.The number of ordinary shares that will be issued and outstanding immediatelyafter this offering:is based on 2,746,376,766 ordinary shares outstanding as of the date ofthis prospectus,including 2,403,603,606 Class A

290、ordinary shares and342,773,160 Class B ordinary shares,assuming the re-designation of all ofour issued and outstanding preferred shares into ordinary shares on a one-for-one basis immediately prior to the completion of this offering;includesClassA ordinary shares in the form of ADSsthat we will issu

291、e and sell in this offering,assuming the underwriters donot exercise their over-allotment option to purchase additional ADSs;andexcludes all ordinary shares issuable upon exercise of our outstandingoptions and ordinary shares reserved for future issuances under our shareincentive plan.162025/6/10 09

292、:19sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htmhttps:/www.sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htm22/274Table of ContentsSUMMARY CONSOLIDATED FINANCIAL DATA AND OPERATING DATAThe following summary consolidated statements of comprehensive loss

293、 data fortheyears ended December31,2023 and 2024,summary consolidated balance sheetsdata as of December31,2023 and 2024,and summary consolidated statements of cashflows data for theyears ended December31,2023 and 2024 have been derived fromthe audited consolidated financial statements of our Company

294、 included elsewhere inthis prospectus,which were prepared and presented in accordance with U.S.GAAP.Our historical results are not necessarily indicative of results expected forfuture periods.You should read this Summary Consolidated Financial Data andOperating Data section together with our consoli

295、dated financial statements and therelated notes and“Managements Discussion and Analysis of Financial Condition andResults of Operations”included elsewhere in this prospectus.The following table presents our summary consolidated statements ofcomprehensive loss data in absolute amount and as a percent

296、age of our totalrevenues for theyears ended December 31,2023 and 2024.For the Year Ended December31,2023 2024 RMB%RMB US$%(in thousands,except percentage)Revenues 187,523 100.0 161,321 22,101 100.0Cost of revenues(49,248)(26.3)(30,573)(4,188)(19.0)Gross profit 138,275 73.7 130,748 17,913 81.0 Sellin

297、g and marketingexpenses(94,647)(50.5)(87,618)(12,004)(54.3)General and administrativeexpenses(96,712)(51.6)(39,564)(5,420)(24.5)Research and developmentexpenses(47,453)(25.3)(37,811)(5,180)(23.4)Other income,net 823 0.4 218 30 0.1Operating loss(99,714)(53.2)(34,027)(4,661)(21.1)Interest income 23 0.

298、01 12 2 0.01Interest expense(211)(0.1)(964)(132)(0.6)Change in fair value offinancial liabilities(3,728)(2.0)Loss from derecognition offinancialliabilities(1,953)(1.0)Loss before income taxesand share of lossofequity methodinvestment(105,583)(56.3)(34,979)(4,791)(21.7)Income tax expense Share of los

299、s of an equitymethodinvestment(38)(0.02)38 5 0.02Net loss(105,621)(56.3)(34,941)(4,786)(21.7)Net loss attributable to non-controllinginterests 11 41 6 0.03 Net loss attributable toYimutian Inc(105,610)(56.3)(34,900)(4,780)(21.6)Deemed dividend to SeriesCRedeemable ConvertiblePreferred Shareholders(2

300、,872)(1.5)Deemed dividend to SeriesDRedeemable ConvertiblePreferred Shareholders(915)(0.5)Accretion of redeemableconvertible preferredshares to redemption value(71,735)(38.3)(88,277)(12,094)(54.7)2025/6/10 09:19sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htmhttps:/www.sec.gov

301、/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htm23/274Net loss attributable toordinaryshareholders of YimutianInc.(181,132)(96.6)(123,177)(16,874)(76.4)Net loss(105,621)(56.3)(34,941)(4,786)(21.7)172025/6/10 09:19sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htm

302、https:/www.sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htm24/274Table of Contents For the Year Ended December31,2023 2024 RMB%RMB US$%(in thousands,except percentage)Other comprehensiveincome(loss):Fair value changes offinancial liabilitiesdue to instrument-specific credit ri

303、sk,net of nil incometaxes 781 0.4 Reclassificationadjustment for gainonfinancialliabilitiesin net income,net ofnilincome taxes 1,953 1.0 Foreign currencytranslationadjustment,net ofnil income taxes(24,300)(13.0)(432)(59)(0.3)Total comprehensiveloss(127,187)(67.8)(35,373)(4,845)(21.9)Net loss per ord

304、inaryshare Basic and diluted(0.45)(0.27)(0.04)Weighted average numberof ordinarysharesoutstandingused in computing netlossperordinaryshare Basic and diluted 400,206,197 460,147,059 460,147,059 The following table presents our condensed consolidating schedule depicting theconsolidated statements of c

305、omprehensive loss for theyears ended December31,2023 and 2024.For the Year Ended December31,2024 YimutianInc.OtherSubsidiaries VIEs andVIEsSubsidiaries Eliminatingadjustments Consolidatedtotals (RMB in thousands)Revenues 29,447 160,176 (28,302)161,321Cost of revenues (2,885)(27,688)(30,573)Gross pro

306、fit 26,562 132,488 (28,302)130,748 Selling and marketingexpenses,generaland administrativeexpenses andresearch anddevelopment expenses(29)(41,772)(151,494)28,302(164,993)Other income,net(14)217 15 218Interest income 3 2 7 12Interest expense (481)(483)(964)Loss before incometaxes and share ofloss ofe

307、quitymethod investment(40)(15,472)(19,467)(34,979)Income tax expense Share of loss of anequity methodinvestment 1,703 (1,665)38Net loss(40)(13,769)(21,132)(34,941)2025/6/10 09:19sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htmhttps:/www.sec.gov/Archives/edgar/data/1991605/0001

308、21390025052579/ea0240415-01.htm25/274Net loss attributableto non-controllinginterests 31 10 41 Net lossattributable toYimutian Inc(40)(13,738)(21,122)(34,900)Accretion ofredeemableconvertiblepreferred shares toredemption value(88,277)(88,277)Net lossattributable toordinaryshareholders ofYimutian Inc

309、.(88,317)(13,738)(21,122)(123,177)182025/6/10 09:19sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htmhttps:/www.sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htm26/274Table of Contents For the Year Ended December31,2023 YimutianInc.OtherSubsidiaries VIEs an

310、dVIEsSubsidiaries Eliminatingadjustments Consolidatedtotals (RMB in thousands)Revenues 28,743 187,082 (28,302)187,523Cost of revenues (5,254)(43,994)(49,248)Gross profit 23,489 143,088 (28,302)138,275 Selling and marketingexpenses,general andadministrativeexpenses and researchand developmentexpenses

311、(9,756)(53,381)(203,977)28,302(238,812)Other income,net 299 524 823Interest income 4 2 17 23Interest expense (64)(147)(211)Change in fair valueof financialliabilities(3,728)(3,728)Loss fromderecognition offinancialliabilities(1,953)(1,953)Loss before incometaxes and share ofloss ofequitymethod inves

312、tment(15,433)(29,655)(60,495)(105,583)Income tax expense Share of loss of anequity methodinvestment (38)(38)Net loss(15,433)(29,655)(60,533)(105,621)Net loss attributableto non-controllinginterests 3 8 11 Net lossattributable toYimutian Inc(15,433)(29,652)(60,525)(105,610)Deemed dividend toSeriesC R

313、edeemableConvertible PreferredShareholders(2,872)(2,872)Deemed dividend toSeriesD RedeemableConvertible PreferredShareholders(915)(915)Accretion ofredeemableconvertiblepreferredshares toredemption value(71,735)(71,735)Net lossattributable toordinaryshareholders ofYimutian Inc.(90,955)(29,652)(60,525

314、)(181,132)192025/6/10 09:19sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htmhttps:/www.sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htm27/274Table of ContentsThe following table presents our summary consolidated balance sheets data as ofDecember31,2023 an

315、d 2024:As of December31,2023 2024 RMB RMB US$(in thousands)ASSETS Current assets Cash 3,829 2,772 380Accounts receivable,net 139 733 100Amounts due from related parties 11,311 3,436 471Prepayments and other current assets 38,415 40,040 5,485Inventory 237 32Total current assets 53,694 47,218 6,468Tot

316、al non-current assets 21,865 13,805 1,891Total assets 75,559 61,023 8,359LIABILITIES AND SHAREHOLDERSDEFICIT Current liabilities Accounts payable 3,266 4,398 601Contract liabilities,current 98,293 88,103 12,070Bank loans 4,330 10,000 1,370Financial liabilities 20,681 20,990 2,876Shareholder loans,at

317、 amortized cost 228,711 248,643 34,064Amounts due to related parties 21,526 13,079 1,792Accrued expenses and other currentliabilities 100,213 89,224 12,225Operating lease liabilities,current 7,924 4,961 680Total current liabilities 484,944 479,398 65,678Total non-current liabilities 20,877 16,265 2,

318、228Total liabilities 505,821 495,663 67,906Total mezzanine equity 1,213,769 1,303,041 178,514Total shareholders deficit(1,644,031)(1,737,681)(238,061)Total liabilities,mezzanine equityand shareholders deficit 75,559 61,023 8,359202025/6/10 09:19sec.gov/Archives/edgar/data/1991605/000121390025052579/

319、ea0240415-01.htmhttps:/www.sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htm28/274Table of ContentsThe following table presents our condensed consolidating schedule depicting theconsolidated balance sheets as of December31,2023 and 2024.For the Year Ended December31,2024 Yimuti

320、anInc.OtherSubsidiaries VIEs andVIEsSubsidiaries Eliminatingadjustments Consolidatedtotals (RMB in thousands)ASSETS Current assets Cash 129 1,106 1,537 2,772Accountsreceivable,net 3 818(88)733Amounts due fromrelated parties 3,436 3,436Prepayments andother currentassets 41,974 81,731 112,511(196,176)

321、40,040Inventory 210 27 237Total currentassets 45,539 83,050 114,893(196,264)47,218Property andequipment,net.39 1,021 1,060Operating leaseright-of-useassets 3,139 6,450 9,589Long-terminvestments 507,962 (507,962)Other non-currentassets 374 2,782 3,156Total non-currentassets 507,962 3,552 10,253(507,9

322、62)13,805Total assets 553,501 86,602 125,146(704,226)61,023LIABILITIES ANDSHAREHOLDERSDEFICIT Currentliabilities Accounts payable 321 4,165(88)4,398Contractliabilities,current 114 87,989 88,103Bank loans 5,000 5,000 10,000Financialliabilities 20,990 20,990Shareholder loans,at amortized cost 1,078 21

323、2,565 35,000 248,643Amounts due torelated parties 3,594 9,485 13,079Accrued expensesand other currentliabilities 20,925 38,144 274,825(244,670)89,224Operating leaseliabilities,current 1,347 3,614 4,961Total currentliabilities 46,587 266,976 410,593(244,758)479,398Contractliabilities,non-current 12,2

324、23 12,223Operating leaseliabilities,non-current 1,584 2,458 4,042Total non-currentliabilities 1,584 14,681 16,265Total liabilities 46,587 268,560 425,274(244,758)495,663 Total mezzanineequity 1,303,041 1,303,0412025/6/10 09:19sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htmhtt

325、ps:/www.sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htm29/274Totalshareholdersdeficitattributable toordinaryshareholders(796,128)(181,896)(300,403)(489,467)(1,767,894)Non-controllinginterests (59)272 30,000 30,213Totalshareholdersdeficit(796,128)(181,955)(300,131)(459,467)(1,

326、737,681)Totalliabilities,mezzanineequity andshareholdersdeficit 553,500 86,605 125,143(704,225)61,023212025/6/10 09:19sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htmhttps:/www.sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htm30/274Table of Contents For t

327、he Year Ended December31,2023 YimutianInc.OtherSubsidiaries VIEs andVIEsSubsidiaries Eliminatingadjustments Consolidatedtotals (RMB in thousands)ASSETS Current assets Cash 496 102 3,231 3,829Accountsreceivable,net 13 139(13)139Amounts due fromrelated parties 3,386 7,925 11,311Prepayments andother cu

328、rrentassets 41,356 75,361 104,906(183,208)38,415Total currentassets 45,238 83,401 108,276(183,221)53,694Property andequipment,net.48 2,099 2,147Operating leaseright-of-useassets 2,808 12,581 15,389Long-terminvestments 499,168 1,122(499,168)1,122Other non-currentassets 374 2,833 3,207Total non-curren

329、tassets 499,168 3,230 18,635(499,168)21,865Total assets 544,406 86,631 126,911(682,389)75,559LIABILITIES ANDSHAREHOLDERSDEFICIT Current liabilities Accounts payable 25 3,254(13)3,266Contractliabilities,current 168 98,125 98,293Bank loans 4,330 4,330Financialliabilities 20,681 20,681Shareholder loans

330、,at amortized cost 1,062 185,775 41,874 228,711Amounts due torelated parties 3,541 17,985 21,526Accrued expensesand othercurrentliabilities 20,618 72,163 239,590(232,158)100,213Operating leaseliabilities,current 1,054 6,870 7,924Total currentliabilities 45,902 281,500 389,713(232,171)484,944Contract

331、liabilities,non-current 14,030 14,030Operating leaseliabilities,non-current 1,678 5,169 6,847Total non-currentliabilities 1,678 19,199 20,877Total liabilities 45,902 283,178 408,912(232,171)505,821 Total mezzanineequity 1,213,769 1,213,769Totalshareholdersdeficitattributable to(715,265)(196,520)(282

332、,282)(450,218)(1,644,285)2025/6/10 09:19sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htmhttps:/www.sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htm31/274ordinaryshareholdersNon-controllinginterests (28)282 254Totalshareholdersdeficit(715,265)(196,548)(28

333、2,000)(450,218)(1,644,031)Totalliabilities,mezzanineequity andshareholdersdeficit 544,406 86,630 126,912(682,389)75,559222025/6/10 09:19sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htmhttps:/www.sec.gov/Archives/edgar/data/1991605/000121390025052579/ea0240415-01.htm32/274Table of ContentsThe following table presents our summary consolidated statements of cash flowsdata for t