一亩田美股招股说明书(2025-08-20版)

Yimutian Inc. Representing125,250,000 Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, ofYimutian Inc. We are selling 4,522,000 ADSs. The selling shareholders identified in thisprospectus are selling an additional 488,000 ADSs. Each ADS represents 25 of ourClassA ordinary shares, par value US$0.00001 per share. We will not receive anyproceeds from the sale of ADSs to be offered by the selling shareholders. Prior to this offering, there has been no public market for the ADSs or ourClassA ordinary shares. Our ADSs representing our Class A ordinary shares have beenapproved for listing on the Nasdaq Stock Market, or Nasdaq, under the symbol “YMT.” Following the completion of this offering, our issued and outstanding sharecapital will consist of ClassA ordinary shares and Class B ordinary shares. Mr.Jinhong Deng, our founder, chairman of the board of directors and chief executiveofficer, will be able to exercise 74.9% of the total voting power of our issued andoutstanding share capital immediately following the completion of this offering,which includes the voting power of (i) 165,207,841 Class A ordinary shares,comprising 44,245,706 Class A ordinary shares beneficially owned by Mr.Deng and anaggregate of 120,962,135 Class A ordinary shares beneficially owned by Mr.BailinSong, Mr.Haiyan Gao and Mr.Ming Gu pursuant to the powers of attorneys signed bythese individuals in 2016 and (ii) 342,773,160 Class B ordinary shares, comprising231,167,735 Class B ordinary shares beneficially owned by Mr.Deng and an aggregateof 111,605,425 Class B ordinary shares beneficially owned by Mr.Min Liu, Mr.ZhijiaLiu and Mr.Mi Zhou pursuant to the powers of attorneys signed by these individualsin 2016, assuming the underwriter does not exercise its option to purchase additionalADSs. For details on the powers of attorneys referenced in the preceding sentence,see “Principal and Selling Shareholders.” Holders of ClassA ordinary shares andClassB ordinary shares have the same rights except for voting and conversionrights. Each ClassA ordinary share is entitled to one vote. Each Class B ordinaryshare is entitled to twenty (20) votes. Each ClassB ordinary share is convertibleinto one ClassA ordinary share at any time by the holder thereof, while Class Aordinary shares are not convertible into ClassB ordinary shares under anycircumstances. See “Description of Share Capital.” Immediately following thecompletion of this offering, we will be a “controlled company” within the meaning ofthe Listing Rules of Nasdaq. Yimutian Inc. is not an operating company but a Cayman Islands holding company.Laws, regulations, and rules of mainland China restrict and impose conditions ondirect foreign investment in certain types of business, including value-addedtelecommunication business. Accordingly, we conduct operations in mainland Chinaprimarily through the consolidated variable interest entities, Beijing Douniu NetworkTechnology Co., Ltd. and Beijing Yimutian Xinnong Network Co., Ltd., or the VIEs,with which we have maintained contractual arrangements and to a lesser extent,through our subsidiaries in mainland China, Beijing Yimutian Network Technology Co.,Ltd. The VIEs are consolidated for accounting purpose, and Yimutian Inc. does not ownany equity interest in the VIEs. For a summary of such contractual arrangements, see“Corporate History and Structure—Contractual Arrangements and the VIEs.”Investors in our ADSs thus are not purchasing equity interest in the VIEs in mainlandChina but instead are purchasing equity interest in a Cayman Islands holding company.Investors may never directly hold equity interest in the VIEs. As used in thisprospectus, “Yimutian,” “we,” “us,” “our company,” “the Company,” or “our”refers to Yimutian Inc. and its subsidiaries, and, in the context of describing ouroperations and consolidated financial information, also includes the VIEs in mainlandChina. “WFOE” refers to our wholly foreign owned entity, Beijing Yimutian NetworkTechnology Co., Ltd., or Beijing Yimutian, and “VIEs” refer to Beijing DouniuNetwork Technology Co., Ltd. and Beijing Yimutian Xinnong Network Co., Ltd. Table of Contents Our corporate structure involves unique risks to investors in the ADSs. As ofDecember31, 2023 and 2024 and March 31, 2025, total assets of the VIEs, excludingamounts due from Yimutian Inc. and its other subsidiaries, represented 60.6%, 60.8%and 59.7% of our consolidated total assets as of the same dates, respectively. In2023, 2024 and the three months ended March31, 2025, total revenues of the VIEs andtheir subsidiaries represented 99.8%, 99.3% and 100.0% of our consolidated totalrevenues in the same periods, respectively. Our contractual arrangements with theVIEs and their respective shareholders have not been tested in a court of law inmainland China. If the mainland China government deems that our contractualarrangements with the VIEs do not comply with the laws of mainland China,