元保有限公司招股说明书

Yuanbao Inc. (Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrant’s name into English) Mengyu Lu, Esq.Kirkland & Ellis International LLPc/o 26th Floor, Gloucester TowerThe Landmark15 Queen’s Road CentralHong Kong+852 3761-3300 Benjamin Su, Esq.Daying Zhang, Esq.Latham& Watkins LLP18th Floor, One Exchange Square8 Connaught PlaceCentral, Hong KongPeople’s Republic of China+852 2912-2500 Justin You Zhou, Esq.Kirkland& Ellis International LLP58th Floor, China World Tower ANo.1 Jian Guo Men Wai AvenueChaoyang District, Beijing 100004People’s Republic of China+86 10 5737-9315 Approximate date of commencement of proposed sale to the public:as soon as practicable after the effective date of this registration statement. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering.☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering.☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering.☐ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section7(a)(2)(B) of the Securities Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting StandardsCodification after April5, 2012. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file afurther amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section8(a) of the Securities Act of1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to saidSection8(a), may determine. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filedwith the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and we are not solicitingoffers to buy these securities in any jurisdiction where the offer or sale is not permitted. American Depositary Shares Yuanbao Inc. RepresentingClass A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, of Yuanbao Inc. We are offeringof our Class A ordinary shares, par value US$0.0001 pershare. ADSs. Each ADS represents Prior to this offering, there has been no public market for the ADSs or our Class A ordinary shares. We anticipate that the initial public offeringprice will be between US$and US$per ADS. We intend to apply 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 “Corporat