闪送美股招股说明书(2024-10-04版)

BingEx Limited Representing 12,000,000 Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, of BingEx Limited. We are offering 4,000,000 ADSs to be sold in the offering. Each ADS represents three of our Class A ordinary shares, par value US$0.0001 per share. Prior to this offering, there has been nopublic market for the ADSs or our ordinary shares. Our ADSs have been approved for listing on the Nasdaq Stock Market under thesymbol “FLX.” We have granted the underwriters a 30-day option to purchase up to an additional 600,000 ADSs from us at the initial public offeringprice less the underwriting discounts and commissions. We are an “emerging growth company” under applicable U.S. federal securities laws and are eligible for reduced public companyreporting requirements. Following the completion of this offering, our outstanding share capital will consist of Class A ordinary shares and Class B ordinaryshares. Mr. Peng Xue, our founder, chairman of the board of directors, and chief executive officer, will beneficially own all of ourissued and outstanding 45,577,778 Class B ordinary shares. Mr. Peng Xue will beneficially own approximately 21.4% of our totalissued and outstanding ordinary shares and 73.1% of the aggregate voting power of our total issued and outstanding ordinary sharesimmediately after the completion of this offering, assuming that the underwriters do not exercise their option to purchase additionalADSs. 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 is entitled to one vote, and is not convertible into Class B ordinary shares under any circumstances. EachClass B ordinary share is entitled to ten votes, subject to certain conditions, and is convertible into one Class A ordinary share at anytime by the holder thereof. BingEx Limited is not a Chinese operating company, but a Cayman Islands holding company with no operations of its own. Weconduct our operations primarily through (i) our PRC subsidiaries and (ii) Beijing Tongcheng Biying Technology Co., Ltd., or theVIE, in China with which we have maintained contractual arrangements. PRC laws and regulations restrict and impose conditions onforeign direct investment in companies involved in the provision of internet content services. Therefore, we operate such business inChina through the VIE, and such structure is used to provide investors with exposure to foreign investment in China-based companieswhere PRC laws and regulations prohibit or restrict direct foreign investment in certain operating companies. BingEx Limited has noequity ownership in the VIE, which is consolidated for accounting purposes under U.S. GAAP. In 2021, 2022, and 2023 and for thesix months ended June 30, 2024, 100.0%, 96.9%, 23.2%, and 19.1% of our revenues were contributed by the VIE, respectively. Asused in this prospectus, “we,” “us,” “our company,” or “our” refers to BingEx Limited and its subsidiaries, and, in the context ofdescribing our operations and consolidated financial information, also includes the VIE in China. Investors in our ADSs are notpurchasing equity interest in the VIE in China but instead are purchasing equity interest in a holding company incorporated in theCayman Islands. This VIE structure involves unique risks to investors, and investors may never directly hold equity interests in theChinese operating companies, such as the VIE. Our corporate structure is subject to risks associated with the contractual arrangements with the VIE. The contractual arrangementsmay not be as effective as direct ownership over the VIE, the nominee shareholders of the VIE may have potential conflicts of interestwith us, and we may incur substantial costs to enforce the terms of the arrangements. As such, the VIE structure involves unique risksto investors of our Cayman Islands holding company. In addition, the legality and enforceability of the contractual agreementsbetween our PRC subsidiaries, the VIE, and its nominee shareholders, as a whole, have not been tested in a court of law in China. Ifthe PRC government determines that the contractual arrangements constituting the part of the VIE structure do not comply with PRClaws and regulations, or if regulations change or are interpreted differently in the future, we and the VIE could be subject to severepenalties or be forced to relinquish our interests in those operations. The PRC regulatory authorities could disallow the VIE structure,which would affect our ability to consolidate the financial results of the VIE and the financial performance of our company as a wholeand likely result in a material adverse change in our operations, and the value of our ADSs could significantly decline or becomeworthless. Our holding company, our PRC subsidiaries, the VIE, and investors of BingEx Limited face uncertainty about potentialfuture actions that could affect the enforceabilit