Yuanbao Inc.美股招股说明书(2025-04-30版)

Yuanbao Inc. Representing 12,000,000 Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, of Yuanbao Inc. We are offering 2,000,000 ADSs. Each ADS representssix of our Class A ordinary shares, par value US$0.0001 pershare. Prior to this offering, there has been no public market for the ADSs or our Class A ordinary shares. The initial public offering price is US$15.00per ADS. We have been approved for the listing of the ADSs on the Nasdaq Stock Market (“Nasdaq”) under the symbol “YB.” Yuanbao Inc. is not an operating company but a Cayman Islands holding company with operations primarily conducted by its wholly-ownedmainland China subsidiaries and through contractual arrangements with variable interest entity (the “VIE”) and the VIE’s subsidiaries based in mainlandChina. However, we and our shareholders do not have any equity interests in the VIE due to the current legal restrictions of mainland China on foreignownership of value-added telecommunication business and qualification requirements on foreign investors in the insurance intermediary business. As aresult, we operate a significant portion of the PRC Operating Entities’ business in mainland China through certain contractual arrangements with theVIE, which provides investors with exposure to foreign investment in China-based companies where Chinese laws and regulations prohibit or restrictdirect foreign investment in certain operating companies. This structure allows us to be considered the primary beneficiary of the VIE for accountingpurposes, which serves the purpose of consolidating the financial results of the VIE in our consolidated financial statements under generally acceptedaccounting principles in the U.S. For a summary of these contractual arrangements, see “Corporate History and Structure.” The VIE is consolidated foraccounting purpose only and Yuanbao Inc. does not own any equity interest in the VIE. Investors in our ADSs are purchasing equity interests in YuanbaoInc., the Cayman Islands holding company, and are not purchasing, and may never directly hold, equity interests in the VIE. As used in this prospectus,“we,” “us,” “our company,” “our” or “Yuanbao” refers to Yuanbao Inc. and its subsidiaries, and, in the context of describing our consolidated financialinformation, business operations and operating data, refers to Yuanbao Inc., its subsidiaries, the VIE and its subsidiaries. Our corporate structure is subject to risks relating to our contractual arrangements with the VIE and its respective shareholders. Such contractualarrangements have not been tested in any of the courts in mainland China. There may be changes regarding the interpretation and application of currentand future laws, regulations and rules of mainland China relating to these contractual arrangements. If the PRC government finds these contractualarrangementsnon-compliantwith the restrictions on direct foreign investment in the relevant industries, or if the relevant laws, regulations and rules ofmainland China or the interpretation thereof change in the future, we could be subject to severe penalties or, as a result, lose our interests in the VIE orforfeit our rights under the contractual arrangements. Yuanbao Inc. and investors in the ADSs may face uncertainty about potential future actions by thePRC government, which could affect the enforceability of our contractual arrangements with the VIE and, consequently, significantly affect our abilityto consolidate the financial results of the VIE and the financial performance of our company as a whole. If we are unable to claim our contractual rightsover the assets of the VIE, the ADSs may decline in value or become worthless. If the VIE structure is restricted or disallowed in the future, it wouldlikely result in a material adverse change in our operations and the ADSs may significantly decline in value or become worthless. See “Risk Factors—Risks Related to Our Corporate Structure.” Table of Contents Our ability to pay dividends, if any, to the shareholders and ADSs investors and to service any debt we may incur will depend upon dividends paidby our mainland China subsidiary. Relevant laws and regulations of mainland China permit the mainland China companies to pay dividends only out ofdistributable profits, if any, as determined in accordance with mainland China accounting standards and regulations. Our mainland China subsidiary maypay dividends only out of its accumulatedafter-taxprofits upon satisfaction of relevant statutory conditions and procedures, if any, determined inaccordance with mainland China accounting standards and regulations; and our mainland China subsidiary is required to set aside at least 10% of itsafter-taxprofits each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of its registered capital. At its discretion, ourmainland China subsidiary may allocate a portion of theirafter-taxprofits based on PRC GAAP to