趣店 2025年年度报告和过渡报告

Table of Contents CONVENTIONS THAT APPLY TO THIS ANNUAL REPORT ON FORM20-F1FORWARD-LOOKING INFORMATION2PartI.3ITEM1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS3ITEM2.OFFER STATISTICS AND EXPECTED TIMETABLE3ITEM3.KEY INFORMATION3ITEM4.INFORMATION ON THE COMPANY53ITEM4A.UNRESOLVED STAFF COMMENTS79ITEM5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS79ITEM6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES96ITEM7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS105ITEM8.FINANCIAL INFORMATION106ITEM9.THE OFFER AND LISTING106ITEM10.ADDITIONAL INFORMATION107ITEM11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK116ITEM12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES117PartII.119ITEM13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES119ITEM14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS ANDUSE OF PROCEEDS119ITEM15.CONTROLS AND PROCEDURES119ITEM16A.AUDIT COMMITTEE FINANCIAL EXPERT120ITEM16B.CODE OF ETHICS120ITEM16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES121ITEM16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES121ITEM16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATEDPURCHASERS122ITEM16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT123ITEM16G.CORPORATE GOVERNANCE123ITEM16H.MINE SAFETY DISCLOSURE124ITEM16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTINSPECTIONS124ITEM16J.INSIDER TRADING POLICIES124ITEM 16K.CYBERSECURITY124PartIII.127ITEM17.FINANCIAL STATEMENTS127ITEM18.FINANCIAL STATEMENTS127ITEM19.EXHIBITS128 CONVENTIONS THAT APPLY TO THIS ANNUAL REPORT ON FORM20-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 ClassA ordinaryshare, and “ADRs” are to the American depositary receipts that evidence our ADSs;●“China” and the “PRC” are to the People’s Republic of China; and only in the context of describingPRC laws, regulations and other legal or tax matters in this annual report, excludes Taiwan, theHong Kong Special Administrative Region and the Macao Special Administrative Region;●“the Group” are to QudianInc., the Group VIEs and their respective subsidiaries;●“Group VIEs” are to Xiamen Quxianxiang Time Technology Co., Ltd., formerly known as BeijingHappy Time Technology Development Co., Ltd., or Xiamen Quxianxiang, and Xiamen LexiangTime Technology Co., Ltd., formerly known as Ganzhou Qudian Technology Co., Ltd., or XiamenLexiang; Xiamen Qudian Technology Co., Ltd., or Xiamen Qudian, was a Group VIE historicallyuntil June 2023, and is now considered a Subsidiary of the Company and continued to beconsolidated 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;●“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 QudianInc. and consolidated with QudianInc.’s resultsof operations due to QudianInc.’s equity interest in such entity, instead of contractual arrangements;for avoidance of doubt, the Group VIEs are not subsidiaries of QudianInc.;●“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 QudianInc. 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 RMB7.2993 to US$1.00, the exchange rates set forth in the H. 10 statistical release of theFederal Reserve Board on December 31, 2024. We make no representation that the Renminbi or U.S. dollaramounts referred to in this annual report could have been or could be converted into U.S. dollars or Renminbi, asthe case may be, at any particular rate or at all. On March 31, 2025, the noon buying rate for Renminbi wasRMB7.2567 to US$1.00. FORWARD-LOOKING INFORMATION This annual report on Form20-F contains statements of a forward-looking nature. All statements otherthan statements of historical facts are forward-looking statements. These forward-looking statements are madeunder the “safe harbor” provision under Section21E of the Securities Exchange Act of 1934, as amended, or theExchange Act, and as def