雾芯科技美股招股说明书(2021-01-22版)

424B4 1 a2242822z424b4.htm 424B4 Use these links to rapidly review the documentTABLE OF CONTENTS RLX TECHNOLOGY INC. INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTSTable of Contents Filed pursuant to Rule 424(b)(4)Registration No. 333-251849 116,500,000 American Depositary Shares RLX Technology Inc. Representing 116,500,000 Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, of RLX Technology Inc. We are offering 116,500,000 ADSs to be sold in the offering. Prior to this offering, there has been no public market for our ADSs or ordinary shares. Each ADS represents one Class A ordinary share, par value US$0.00001 per share. Our ADSs have been approved for listing on the New York Stock Exchange under the symbol "RLX." We are an "emerging growth company" under applicable U.S. federal securities laws and are eligible for reduced public company reporting requirements. Immediately prior to the completion of this offering, our authorized share capital will consist of Class A ordinary shares and Class B ordinary shares. Relx Inc. will beneficially own all of our issued Class B ordinary shares. These Class B ordinary shares will constitute approximately 92.5% of our total issued and outstanding share capital immediately after the completion of this offering and 99.2% of the aggregate voting power of our total issued and outstanding share capital immediately after the completion of this offering, assuming the underwriters do not exercise their over-allotment option. Within six months following this offering, the existing shareholders of Relx Inc. would become our shareholders through a distribution of our shares in proportion to Relx Inc.'s shareholding structure at the time. Upon the completion of such share distribution, the existing shareholders of Relx Inc. will hold Class A ordinary shares of our company except for Relx Holdings Limited, which will beneficially own 618,171,790 Class B ordinary shares. The Class B ordinary shares then beneficially owned by Relx Holdings Limited will represent all of our issued and outstanding Class B ordinary shares upon the completion of the share distribution and will constitute approximately 39.8% beneficial ownership or 86.9% voting power of our total issued and outstanding share capital immediately after the completion of the share distribution, assuming the underwriters do not exercise their over-allotment option in this offering. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share will be entitled to one vote, and each Class B ordinary share will be entitled to ten votes and will be convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Following the completion of this offering and assuming that Relx Inc. remains our parent company, we will be a "controlled company" as defined under the NYSE Listed Company Manual because Relx Inc. will hold all of our then outstanding Class B ordinary shares, representing 99.2% of our total voting power, assuming that the underwriters do not exercise their over-allotment option, or 99.1% of our total voting power if the underwriters exercise their over-allotment option in full. We currently expect that we will continue to be a "controlled company" after the completion of the abovementioned shareholding change as Relx Holdings Limited, a British Virgin Islands company controlled by Ms. Ying (Kate) Wang, the chairperson of our board of directors and chief executive officer, will hold all of our then outstanding Class B ordinary shares, representing more than 50% of our total voting power. Investing in the ADSs involves risks. See "Risk Factors" beginning on page 20 for factors you should consider before buying the ADSs.PRICE US$12.00 PER ADS Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per ADS Total Initial public offering price $12.00 $1,398,000,000 Underwriting discounts and commissions(1) $0.39 $45,435,000 Proceeds, before expenses, to us $11.61 $1,352,565,000 (1)See "Underwriting" for additional information regarding underwriting compensation. The underwriters have the option to purchase up to an additional 17,475,000 ADSs from us to cover over-allotments within 30 days after the date of this prospectus at the initial public offering price less the underwriting discounts and commissions. The underwriters expect to deliver the ADSs against payment in New York, New York on or about January 26, 2021. CitigroupChina Renaissance Prospectus dated January 21, 2021. Table of Contents Tab