趣店2023年度报告

Table of Contents CONVENTIONS THAT APPLY TO THIS ANNUAL REPORT ON FORM 20-F1FORWARD-LOOKING INFORMATION2Part I.3ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS3ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE3ITEM 3.KEY INFORMATION3ITEM 4.INFORMATION ON THE COMPANY53ITEM 4A.UNRESOLVED STAFF COMMENTS80ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS81ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES99ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS108ITEM 8.FINANCIAL INFORMATION109ITEM 9.THE OFFER AND LISTING109ITEM 10.ADDITIONAL INFORMATION110ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK119ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES120Part II.122ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES122ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS ANDUSE OF PROCEEDS122ITEM 15.CONTROLS AND PROCEDURES122ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT123ITEM 16B. CODE OF ETHICS123ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES123ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES123ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATEDPURCHASERS124ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT125ITEM 16G. CORPORATE GOVERNANCE125ITEM 16H. MINE SAFETY DISCLOSURE125ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTINSPECTIONS125ITEM 16J.INSIDER TRADING POLICIES125ITEM 16K. CYBERSECURITY125Part III.128ITEM 17.FINANCIAL STATEMENTS128ITEM 18.FINANCIAL STATEMENTS128 ITEM 19.EXHIBITS129SIGNATURES132INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTSF-1 CONVENTIONS THAT APPLY TO THIS ANNUAL REPORT ON FORM 20-F Except where the context otherwise requires, references in this annual report to: ●“ADSs” are to our American depositary shares, each of which represents one Class A ordinary share,and “ADRs” are to the American depositary receipts that evidence our ADSs;●“China” and the “PRC” are to the People’s Republic of China, excluding, for the purposes of thisannual report only, Taiwan, the Hong Kong Special Administrative Region and the Macao SpecialAdministrative Region;●“the Group” are to Qudian Inc., the Group VIEs and their respective subsidiaries;●“Group VIEs” are to Beijing Happy Time Technology Development Co., Ltd., or Beijing HappyTime, and Ganzhou Qudian Technology Co., Ltd, or Ganzhou Qudian; Xiamen Qudian TechnologyCo., Ltd., or Xiamen Qudian, was a Group VIE historically until June 2023, and is now considered aSubsidiary of the Company and continued to be consolidated into the Group’s financial statements;●“last-mile delivery” are to the logistics service which involves the delivery of a package located in awarehouse to an end-consumer;●“loan book business” are to the business of offering small credit products to consumers the Grouphistorically operated;●“P2P platforms” are to financial information intermediaries that are engaged in lending informationbusiness and directly provide peers, which can be natural persons, legal persons or otherorganizations, with lending information services;●“Qudian marketplace” are to the Group’s online marketplace where consumers purchasedmerchandise offered by third-party merchandise suppliers with the Group’s merchandise creditproducts;●“RMB” or “Renminbi” are to the legal currency of China;●“small credit products” are to cash or merchandise credit products that are less than RMB5,000 inamount;●“Subsidiary” are to an entity controlled by Qudian Inc. and consolidated with Qudian Inc.’s results ofoperations due to Qudian Inc.’s equity interest in such entity, instead of contractual arrangements; foravoidance of doubt, the Group VIEs are not subsidiaries of Qudian Inc.;●“transaction services business” are to the Group’s business of offering loan recommendation andreferral services to third-party financial service providers; the Group assumes no credit risk for thetransactions facilitated under the transaction services business; the Group ceased its transactionservices business in the third quarter of 2021;●“US$,” “U.S. dollars,” or “dollars” are to the legal currency of the United States; and●“we,” “us,” “our company” and “our” are to Qudian Inc. and/or its subsidiaries, as the contextrequires. The translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this annual reportwere made at a rate of RMB7.0999 to US$1.00, the exchange rates set forth in the H. 10 statistical release of theFederal Reserve Board on December 29, 2023. We make no representation that the Renminbi or U.S. dollar amountsreferred to in this annual report could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all. On March 29, 2024, the noon buying rate for Renminbi was RMB7.2203 toUS$1.00. FORWARD-LOOKING INFORMATION This annual report on Form 20-F contains statements of a forward-looking nature. All statements other thanstatements of historical facts are forward-looking statements. These