As filed with the Securities and Exchange Commission on December 14, 2017
Registration No. 333-221509
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 4
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LexinFintech Holdings Ltd.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant's name into English)
| Cayman Islands (State or other jurisdiction of incorporation or organization) | 6199 (Primary Standard Industrial Classification Code Number) | Not Applicable (I.R.S. Employer Identification Number) |
27/F CES Tower
No. 3099 Keyuan South Road
Nanshan District, Shenzhen 518052
The People's Republic of China
+86 755 3637 8888
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)
Law Debenture Corporate Services Inc.
801 2nd Avenue, Suite 403
New York, NY 10017
(212) 750-6474
(Name, address, including zip code, and telephone number, including area code, of agent for service)
| Copies to: | ||
Z. Julie Gao, Esq. Will H. Cai, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower The Landmark 15 Queen's Road Central Hong Kong +852 3740-4700 | Matthew D. Bersani, Esq. Shearman & Sterling LLP c/o 12th Floor, Gloucester Tower The Landmark 15 Queen's Road Central Hong Kong +852 2978-8000 | |
Approximate 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. o
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 the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
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 statement number of the earlier effective registration statement for the same offering. o
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 statement number of the earlier effective registration statement for the same offering. o
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 ý
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 the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
CALCULATION OF REGISTRATION FEE
| Title of each class of securities to be registered | Amount to be registered(2)(3) | Proposed maximum offering price per share(3) | Proposed maximum aggregate offering price(2)(3) | Amount of registration fee | ||||
|---|---|---|---|---|---|---|---|---|
Class A Ordinary Shares, par value US$0.0001 per share(1) | 27,600,000 | $5.50 | $151,800,000 | $18,899.10(4) | ||||
| ||||||||
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 a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
This Amendment No. 4 is being filed solely for the purpose of filing an exhibit to this registration statement on Form F-1, or the Registration Statement, and to amend and restate the exhibit index set forth in Part II of the Registration Statement. No changes have been made to the Registration Statement other than this explanatory note as well as revised versions of the cover page and exhibit index of the Registration Statement. This Amendment No. 4 does not contain copies of the prospectus included in the Registration Statement, which remains unchanged from Amendment No. 3 to the Registration Statement, filed on December 13, 2017.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Cayman Islands law does not limit the extent to which a company's articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.
The post-offering amended and restated memorandum and articles of association that we expect to adopt and to become effective immediately prior to the completion of this offering provide that we shall indemnify our directors and officers (each an indemnified person) against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such indemnified person, other than by reason of such person's own dishonesty, willful default or fraud, in or about the conduct of our company's business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such indemnified person in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere.
Pursuant to the indemnification agreements the form of which is filed as Exhibit 10.4 to this registration statement, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.
The underwriting agreement, the form of which will be filed as Exhibit 1.1 to this registration statement, will also provide for indemnification of us and our officers and directors for certain liabilities.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, we have issued the following securities. We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act regarding transactions involving a public offering or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriters were involved in these issuances of securities.
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Purchaser | Date of Sale or Issuance | Number of Securities | Consideration | | ||||
|---|---|---|---|---|---|---|---|---|
Series A-1 Preferred Shares | ||||||||
K2 Evergreen Partners Limited | July 18, 2014 | 11,029,412 | US$0.244902 million | |||||
K2 Partners II Limited | July 18, 2014 | 27,573,529 | US$0.612255 million | |||||
Series A-2 Preferred Shares | ||||||||
Matrix Partners China III Hong Kong Limited | July 18, 2014 | 29,178,338 | US$4.0 million | |||||
K2 Partners II Limited | July 18, 2014 | 5,835,668 | US$0.80 million | |||||
Tenzing Holdings Hong Kong Limited. | May 26, 2016 | 4,376,751(1) | ||||||
Series B-1 Preferred Shares | ||||||||
Matrix Partners China III Hong Kong Limited | November 10, 2014 | 2,059,647 | US$2 million | |||||
K2 Partners II Limited | November 10, 2014 | 2,059,647 | US$2 million | |||||
Series B-2 Preferred Shares | ||||||||
Apoletto Asia Ltd | November 10, 2014 | 23,634,454 | US$27 million | |||||
BAI GmbH | November 10, 2014 | 8,753,501 | US$10 million | |||||
Matrix Partners China III Hong Kong Limited | November 10, 2014 | 5,252,101 | US$6 million | |||||
Huaxing Capital Partners, L.P. | November 10, 2014 | 2,626,050 | US$3 million | |||||
JD.com Asia Pacific Investment Limited | March 13, 2015 | 28,886,555 | US$33 million | |||||
Series C Preferred Shares(2) | ||||||||
Magic Peak Investments Limited. | May 26, 2016 | 1 | nil | |||||
CR High Growth I, L.P. | May 26, 2016 | 1 | nil | |||||
Series C-1 Preferred Shares | ||||||||
Magic Peak Investments Limited | October 23,2017 | 19,916,351(3) | US$49.4 million | |||||
Shanghai Huasheng Lingfei Equity Investment (Limited Partnership) | October 23,2017 | 13,941,446 | RMB 229,138,000 (US$34.4 million) | |||||
Series C-2 Preferred Shares | ||||||||
CoBuilder Partners Venture Fund L.P. | October 23,2017 | 1,991,635 | US$5 million | |||||
HeYi Holdings L.P. | October 23,2017 | 3,983,270 | US$10 million | |||||
Ordinary Shares | ||||||||
Officers and employees as a group | From September 16, 2014 to November 8, 2017 | Outstanding options to purchase 35,347,725 ordinary shares as of December 13, 2017 | Exercise price of US$0.0001 |
ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
See Exhibit Index beginning on page II-4 of this registration statement.
The agreements included as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to
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one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosure that was made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of "materiality" that are different from "materiality" under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.
We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosure of material information regarding material contractual provisions is required to make the statements in this registration statement not misleading.
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.
The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the ajs, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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LEXINFINTECH HOLDINGS LTD.
EXHIBIT INDEX
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| Exhibit Number | Description of Document | ||
|---|---|---|---|
| 99.2 | † | Opinion of Beijing Shihui Law Firm regarding certain PRC law matters | |
| 99.3 | † | Consent of Oliver Wyman Consulting (Shanghai) Limited | |
| 99.4 | † | Consent of Mr. Wei Wu | |
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Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shenzhen, China, on December 14, 2017.
| LexinFintech Holdings Ltd. | ||||
By: | /s/ JAY WENJIE XIAO Name: Jay Wenjie Xiao Title: Chief Executive Officer and Director | |||
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||||
|---|---|---|---|---|---|---|
| /s/ JAY WENJIE XIAO Jay Wenjie Xiao | Chief Executive Officer and Director (Principal Executive Officer) | December 14, 2017 | ||||
* Keyi Chen | Director | December 14, 2017 | ||||
* Yibo Shao | Director | December 14, 2017 | ||||
* Jared Yi Wu | Director | December 14, 2017 | ||||
/s/ CRAIG YAN ZENG Craig Yan Zeng | Chief Financial Officer (Principal Financial and Accounting Officer) | December 14, 2017 | ||||
*By | /s/ CRAIG YAN ZENG Craig Yan Zeng Attorney-in-fact | |||||
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of LexinFintech Holdings Ltd. has signed this registration statement or amendment thereto in New York on December 14, 2017.
| Authorized U.S. Representative | ||||
By: | /s/ GISELLE MANON Name: Giselle Manon Title: Service of Process Officer | |||
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