慧择保险上市IPO招股书（英文）-2019.9.4-318页.pdf

F-1 1 d694712df1.htm FORM F-1Table of ContentsAs filed with the Securities and Exchange Commission on September 4,2019Registration No.333-SECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933Huize Holding Limited(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 6411 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)5/F,Building 3-4,Shenzhen Animation Park,Yuehai Road,Nanhai Avenue,Nanshan District,Shenzhen 518052Peoples Republic of China+86 755 3689 9088(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Haiping Li,Esq.Skadden,Arps,Slate,Meagher&Flom LLP46/F,Jing An Kerry Centre,Tower II1539 Nanjing West RoadShanghai 200040,China+86 021 6193 8200 David Zhang,Esq.Steve Lin,Esq.Amanda Mi Tang,Esq.Kirkland&Ellis International LLPc/o 26/F,Gloucester Tower,The Landmark15 Queens Road CentralHong Kong+852 3761-3300Approximate date of commencement of proposed sale to the public:as soon as practicable after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please check the following box and list theSecurities Act registration 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 registrationstatement number 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 registrationstatement number 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 touse the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the SecuritiesAct.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to its Accounting StandardsCodification after April 5,2012.CALCULATION OF REGISTRATION FEE Title of each class ofsecurities to be registered Proposedmaximumaggregateoffering price(2)(3)Amount ofregistration feeCommon shares,par value US$0.00001 per share(1)US$150,000,000 US$18,180.00 (1)American depositary shares issuable upon deposit of common shares registered hereby will be registered under a separate registration statement on Form F-6(Registration No.333-).Each American depositary share represents common shares.(2)Includes common shares that are issuable upon the exercise of the underwriters over-allotment option.Also includes common shares initially offered and soldoutside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of theeffective date of this registration statement and the date the shares are first bona fide offered to the public.These common shares are not being registered for thepurpose of sales outside the United States.(3)Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o)under the Securities Act of 1933.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 Section 8(a)of the SecuritiesAct of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission,acting pursuant to saidSection 8(a),may determine.Table of ContentsThe information in this preliminary prospectus is not complete and may be changed.We may not sell these securities until the registration statement filed with the Securitiesand Exchange Commission is effective.This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any statewhere the offer or sale is not permitted.PROSPECTUS(Subject to Completion)Issued ,2019.American Depositary SharesHuize Holding LimitedRepresenting Common SharesThis is an initial public offering of American depositary shares,or ADSs,by Huize Holding Limited.Each ADSrepresents of our common shares,par value US$0.00001 per share.We anticipate the initial public offering price willbe between US$and US$per ADS.Prior to this offering,there has been no public market for the ADSs or our common shares.We intend to apply for the listing ofthe ADSs on the New York Stock Exchange/Nasdaq Global Market under the symbol“HUIZ.”We are an“emerging growth company”under applicable U.S.federal securities laws and are eligible for reduced publiccompany reporting requirements.Investing in the ADSs involves risks.See“Risk Factors”beginning on page 16.PRICE US$PER ADS Initial PublicOfferingPrice UnderwritingDiscounts andCommissions(1)Proceeds toUs Per ADS US$US$US$Total US$US$US$(1)For a description of compensation payable to the underwriters,see“Underwriting.”Huize Holding Limited has granted the underwriters an over-allotment option to purchase up to an additional ADSs from us at the initial publicoffering price,less the underwriting discounts and commissions,within 30 days from the date of prospectus.Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities,ordetermined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.The underwriters expect to deliver the ADSs against payment in U.S.dollars in New York,New York to purchasers on or about ,2019.MORGAN STANLEY CITIGROUP CICC TIGER BROKERS Prospectus dated ,2019.Table of ContentsTable of ContentsTABLE OF CONTENTSYou should rely only on the information contained in this prospectus or in any related free writing prospectus.We have not authorized anyone toprovide you with information different from that contained in this prospectus or in any related free writing prospectus.We are offering to sell,andseeking offers to buy the ADSs,only in jurisdictions where offers and sales are permitted.The information contained in this prospectus is accurate onlyas of the date of this prospectus,regardless of the time of delivery of this prospectus or any sale of the ADSs.Neither we nor any of the underwriters has taken any action to permit a public offering of the ADSs outside the United States or to permit thepossession or distribution of this prospectus or any filed free writing prospectus outside the United States.Persons outside the United States who comeinto possession of this prospectus or any filed free writing prospectus must inform themselves about and observe any restrictions relating to the offeringof the ADSs and the distribution of the prospectus or any filed free writing prospectus outside the United States.Until ,2019(the 25th day after the date of this prospectus),all dealers that buy,sell or trade ADSs,whether or not participating inthis offering,may be required to deliver a prospectus.This is in addition to the obligation of dealers to deliver a prospectus when acting asunderwriters and with respect to their unsold allotments or subscriptions.iProspectus Summary 1 The Offering 9 Summary Consolidated Financial and Operating Data 11 Risk Factors 16 Special Note Regarding Forward-Looking Statements 62 Use of Proceeds 64 Dividend Policy 65 Capitalization 66 Dilution 68 Enforceability of Civil Liabilities 70 Corporate History and Structure 72 Selected Consolidated Financial and Operating Data 76 Managements Discussion and Analysis of Financial Conditionand Results of Operations 81 Industry 108 Business 116 Regulation 142 Management 159 Principal Shareholders 167 Related Party Transactions 169 Description of Share Capital 170 Description of American Depositary Shares 180 Shares Eligible for Future Sale 191 Taxation 193 Underwriting 200 Expenses Related to this Offering 211 Legal Matters 212 Experts 213 Where You Can Find Additional Information 214 Index to Consolidated Financial Statements F-1 Table of ContentsPROSPECTUS SUMMARYThe following summary is qualified in its entirety by,and should be read in conjunction with,the more detailed information and financialstatements appearing elsewhere in this prospectus.In addition to this summary,we urge you to read the entire prospectus carefully,especially therisks of investing in the ADSs discussed under“Risk Factors”before deciding whether to invest in the ADSs.This prospectus contains informationfrom an industry report,or the Oliver Wyman Report,commissioned by us and prepared by Oliver Wyman,an independent research firm,to provideinformation regarding our industry and our market position in China.Unless otherwise specified,industry and market data contained in thisprospectus are quoted from the Oliver Wyman Report.Our MissionOur mission is to transform the way insurance policies are distributed and to become a trustworthy online insurance product and serviceplatform.OverviewWe are a leading independent online insurance product and service platform in China that is not affiliated with insurance companies or otherinsurance industry participants.As a licensed insurance intermediary operating an online platform,we do not bear underwriting risks.We distributeon our platform insurance products underwritten by insurance companies we cooperate with,whom we refer to as our insurer partners,and helpthem reach a large number of purchasers of insurance products,or our insurance clients.We primarily generate revenues from the insurancebrokerage fees paid by our insurer partners.We believe,leveraging internet,technology and data analytics expertise,our business model enables usto reach the insurance retail market in a cost-effective manner.Targeting the younger generation,we are dedicated to serving our insurance clients for their life-long insurance needs.Leveraging our onlineplatform,we offer a wide variety of insurance products with a focus on long-term life and health insurance products with a term that is longer thanone year,which are particularly suitable for our clients.A substantial portion of these products have payment terms of 20 years or more.Wecooperate with our insurer partners and help them increase insurance sales,improve efficiency and unlock profit potential.According to the OliverWyman Report,we were the largest independent online long-term life and health insurance product and service platform in China as measured bygross written premiums,or GWP facilitated in 2018.We have accumulated a large insurance client base.As of June 30,2019,we had cumulatively served 5.8 million insurance clients.Asubstantial portion of our insurance client base are the younger generation,particularly life and health insurance clients.In the six months endedJune 30,2019,the average age of insurance clients who purchased life and health insurance products through our platform was 32.The youngergeneration are typically tech-savvy,with strong preference to online transactions.Our online platform offers digitalized insurance experience andservices efficiently and effectively through various internet and mobile internet channels,attracting the younger generation and meeting thegrowing trend in online insurance purchase.In order to serve our clients protection needs,we offer a wide variety of insurance products with easy-to-understand terms and focusing onprotection.Our products cover two major categorieslife and health insurance products,and property&casualty insurance products.In the sixmonths ended June 30,2019,we offered approximately 214 life and health insurance products and approximately 861 property&casualtyinsurance products.Our life and health insurance products contributed to approximately 89.8%of our brokerage income in the six months endedJune 30,2019.In particular,long-term life and health insurance products,which typically1Table of Contentsgenerate higher commission fees,served as a driving factor for the significant increase in our operating revenue in 2018 and the six months endedJune 30,2019.The long-term life and health insurance products we offered in the six months ended June 30,2019 accounted for 79.4%of the totalfirst year premiums we facilitated in the six months ended June 30,2019.Our long-term life and health insurance products primarily consist ofcritical illness insurance products,typically offering a lump-sum payment to the insured if the insured is diagnosed with a major life-threateningillness as defined in the insurance policy.A substantial portion of these products have payment terms of 20 years or more.We believe that ourinsurance clients are at an early stage of establishing insurance protection for both themselves and their families.By focusing on long-term life andhealth insurance products,we create long-term engagement with our insurance clients,which we believe enables us to provide insurance services toour insurance clients along their life journey,generate long-term recurring revenues from commission fees,and accumulate multi-dimension datafrom such clients to improve our product development and risk management capabilities.Our founding team began operating an online insurance intermediary business in 2006.Given our long operating history,we have a deepunderstanding of insurance clients profiles and behavior,which enables us to create accurate profiling,detailed segmentation and to effectivelyreach and acquire insurance clients.We convert client traffic to our platform through high quality services and efficient client management systems.Our insurance consultants are young professionals with similar age profiles as our insurance clients,and they empathically understand and clickwith our clients.We offer our insurance consultants with professional training to ensure that they have a solid understanding of insurance productsand provide high quality services.We maintain and enhance engagement with our cl