"Lizhi Inc.荔枝FM IPO招股书(英文)分析报告-321页.pdf"

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LIZHI Inc., a company incorporated in the Cayman Islands, filed a Form F-1 Registration Statement with the Securities and Exchange Commission on October 28, 2019 for its initial public offering (IPO) under the Securities Act of 1933. The document provides detailed information about the company's business, financials, operations, and risk factors. LIZHI Inc. operates an online audio platform known as LIZHI FM, which allows users to access a wide range of audio content, including podcasts, radio shows, music, and live streaming. The company is seeking to raise capital through the IPO to support its growth and expansion plans. The Form F-1 also outlines the company's corporate governance structure, executive compensation, and key stakeholders. Overall, the IPO prospectus paints a comprehensive picture of LIZHI Inc.'s business model, market position, and objectives as it prepares to enter the public markets.

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shares are not convertible into Class B ordinary shares under any circumstances. See also “Description of Share Capital—Ordinary Shares.”

(3) The shareholders of Guangzhou Lizhi and their relationship with our company are as follows: (i) Mr. Jinnan (Marco) Lai (84.81%), our

founder, Chief Executive Officer and director, and the beneficial owner of the shares held by Voice Future Ltd, one of our shareholders;

(ii) Mr. Ning Ding (7.50%), our co-founder, Chief Technology Officer and director, and the beneficial owner of the shares held by Voice

Intelligence Ltd, one of our shareholders; and (iii) Zhuhai Dayin Ruoxi Enterprise Management Center (Limited Partnership) (formerly

known as Zhuhai Dayin Ruoxi Investment Development Center (Limited Partnership) ( ( )) (7.69%), 99.17%

of whose interest is owned by Mr. Jinnan (Marco) Lai. Guangzhou Lizhi operates our Lizhi app.

(4) The sole shareholder of Guangzhou Huanliao is Mr. Ning Ding, our co-founder, Chief Technology Officer and director. Guangzhou Huanliao

currently focuses on the operation of Huanliao, an audio-based social app recently launched by us.

(5) Sugar Chat Inc. and SUGAR CHAT PTE. LTD. currently focus on our overseas business.

OUR CORPORATE INFORMATION

Our principal executive offices are located at Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District,

Guangzhou 510655, People’s Republic of China. Our telephone number at this address is +86 20 8381-8791. Our registered office in the Cayman

Islands is located at the offices of Osiris International Cayman Limited, Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, PO Box

32311, Grand Cayman KY1-1209, Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc. located at 10 E.

40th Street, 10th Floor, New York, NY 10016. Investors should submit any inquiries to the address and telephone number of our principal

executive offices. Our corporate website is www.lizhi.fm. The information contained on our website is not a part of this prospectus.

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

As a company with less than US$1.07 billion in revenue for the last fiscal year, we qualify as an “emerging growth company” pursuant to the

Jumpstart Our Business Startups Act of 2012 (as amended by the Fixing America’s Surface Transportation Act of 2015), or the JOBS Act. An

emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to

public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of

2002, or Section 404, in the assessment of the emerging growth company’s internal control over financial reporting. The JOBS Act also provides

that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private

company is otherwise required to comply with such new or revised accounting standards. Pursuant to the JOBS Act, we have elected to take

advantage of the benefits of this extended transition period for complying with new or revised accounting standards as required when they are

adopted for public companies. As a result, our operating results and financial statements may not be comparable to the operating results and

financial statements of other companies who have adopted the new or revised accounting standards.

We will remain as an emerging growth company until the earliest of (i) the last day of our fiscal year during which we have total annual gross

revenues of at least US$1.07 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (iii) the

date on which we have, during the previous three-year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which

we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if

the market value of our ADSs that are held by non-affiliates exceeds

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US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth

company, we will not be entitled to the exemptions provided in the JOBS Act discussed above. For details, please refer to “Risk Factors—Risks

Related to This Offering and our American Depositary Shares—We are an emerging growth company and may take advantage of certain reduced

reporting requirements.”

CONVENTIONS WHICH APPLY TO THIS PROSPECTUS

Unless we indicate otherwise, all information in this prospectus reflects the following:

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• no exercise by the underwriters of their over-allotment option to purchase up to additional ADSs representing Class A

ordinary shares; and

Except where the context otherwise requires and for purposes of this prospectus only:

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• “ACG” refers to animation, comics and games;

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• “AI” refers to artificial intelligence;

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• “active users” or “users” is used interchangeably in this prospectus and refers to users who visited our Lizhi app at least once in a given

period, measured by the number of mobile devices that launched our mobile app in a given period. The number of active users is

calculated by treating each distinguishable mobile device as a separate user even though some individuals may access our platform using

more than one mobile device and multiple individuals may access our services using the same mobile device. An active user is not

necessarily a registered user, since one does not have to register with our Lizhi app in order to access our audio content;

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• “ADSs” refers to the American depositary shares, each representing of our Class A ordinary shares;

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• “average monthly active content creators” or “average monthly active hosts” refers to the monthly average number of active hosts in a

given period, calculated by dividing (i) the total number of users who accessed our Lizhi app as a host in a given month, or who

historically accessed our Lizhi app as a host and remained an active user in a given month, in each month of such period by (ii) the

number of months in the same period;

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• “average monthly total interactions” for a given period refers to the sum of monthly average number of comments, private messages,

posts, likes and multi-user on-air dialogues, to the extent such metrics are applicable in a given period, by our active users;

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• “audio entertainment mobile MAUs” refers to the number of active users who have accessed our audio entertainment products in a given

month;

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• “audio entertainment paying ratio” in a given period is calculated by dividing (i) average audio entertainment paying users in such period

by (ii) average audio entertainment mobile MAUs in the same period;

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• “audio entertainment paying user” refers to a paying user that has purchased virtual items for our audio entertainment products at least

once during the relevant period;

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• “average audio entertainment paying users” refers to the monthly average number of audio entertainment paying users in a given period,

calculated by dividing (i) the total number of audio entertainment paying users in each month of such period by (ii) the number of months

in the same period;

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• “average paying users” refers to the monthly average number of paying users in a given period, calculated by dividing (i) the total

number of paying users in each month of such period by (ii) the number of months in the same period;

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• “average user click-through rate” in a given period is calculated by dividing (i) the daily average number of mobile devices through

which users click on podcasts or audio entertainment programs in such period by (ii) the daily average number of mobile devices that

received recommendations of such content on our platform in the same period;

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• “China” or “PRC” refer to the People’s Republic of China, excluding, for the purpose of this prospectus only, Taiwan, Hong Kong and

Macau;

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• “Class A ordinary shares” refers to our Class A ordinary shares, par value US$0.0001 per share;

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• “Class B ordinary shares” refers to our Class B ordinary shares, par value US$0.0001 per share;

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• “daily active user” refers to the number of active users on a given day;

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• “Founders” refers to Mr. Jinnan (Marco) Lai, Mr. Ning Ding and the entities that hold shares on behalf of and are controlled by Mr.

Jinnan (Marco) Lai and Mr. Ning Ding, as Mr. Jinnan (Marco) Lai and Mr. Ning Ding so designate;

• “guild” refers to an organized group of hosts that recruit, manage, train and support its member hosts;

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• “host” and “content creator” refer to a user who has posted a podcast or hosted an audio entertainment program on our platform;

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• “IoT” refers to the internet of things, a system of interrelated devices, objects and people with ability to transfer data over a network

without requiring human interference;

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• “iResearch” refers to iResearch Consulting Group;

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• “MAU market share” in a particular market for a given period is calculated by dividing the number of average MAUs of such period on

our platform by the total number of average MAUs in such market after eliminating duplicative user accounts on multiple platforms;

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• “MAUs” refers to the number of active users in a given month;

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• “MENA” refers to the Middle East and North Africa;

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• “ordinary shares” prior to the completion of this offering refers to our ordinary shares of par value US$0.0001 per share, and upon and

after the completion of this offering, refers to our Class A ordinary shares and Class B ordinary shares, par value US$0.0001 per share;

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• “paying user” refers to an user that has purchased virtual items or subscribed for paid podcasts at least once during the relevant period. A

paying user is not necessarily a unique user, however, as a unique user may set up multiple user accounts on our platform. The number of

paying users we present in this prospectus may not be equal to the number of unique individuals who actually purchase or consume

virtual items or subscribe for paid podcasts on our platform for any given period;

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• “Post-IPO MAA” refers to the second amended and restated memorandum and articles of association of our company, which will become

effective immediately prior to the completion of this offering;

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• “RMB” or “Renminbi” refers to the legal currency of the PRC;

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• “total interactions” for a given period refers to the sum of monthly average number of comments, private messages, posts, likes and

multi-user on-air dialogues, to the extent such metrics are applicable in a given period by our active users;

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• “total mobile MAUs” refers to the number of active users of our Lizhi app in a given month;

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• “total paying ratio” in connection with our Lizhi app for a given period is calculated by dividing (i) the average paying users in such

period by (ii) the average total mobile MAUs in such period;

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• “UGC” refers to user-generated content;

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• “US$,” “dollars” or “U.S. dollars” refers to the legal currency of the United States;

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• “VIEs” refers to variable interest entities; and

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• “We,” “us,” “our company,” and “our,” refer to LIZHI INC., a Cayman Islands company, its subsidiaries, VIEs and the subsidiaries of its

VIEs.

We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals or

percentages may not be an arithmetic calculation of the figures that preceded them.

This prospectus contains information derived from various public sources and certain information from an industry report dated September

11, 2019, as supplemented, that was commissioned by us and prepared by iResearch Consulting Group, or iResearch, a third-party industry

research firm, to provide information regarding our industry and market position in China. We refer to this report as the iResearch Report. Such

information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. The industry in

which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the “Risk Factors”

section. These and other factors could cause results to differ materially from those expressed in these publications and reports.

Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi with respect to the amounts that are

recorded on our audited consolidated financial statements are made at RMB6.8755 to US$1.00, the exchange rate set forth in the H.10 statistical

release of the Federal Reserve Board on December 28, 2018, and all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi

in this prospectus with respect to the amounts that are not recorded on our audited consolidated financial statements are made at RMB6.8650 to

US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on June 28, 2019. We make no representation that

any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular

rate or at all. On October 18, 2019, the noon buying rate for Renminbi was RMB7.0805 to US$1.00.

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THE OFFERING

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Offering price We currently estimate that the initial public offering price will be between US$ and

US$ per ADS.

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ADSs offered by us ADSs (or ADSs if the underwriters exercise their over-allotment option in

full).

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The ADSs Each ADS represents Class A ordinary shares, par value US$0.0001 per share. The

depositary will hold the Class A ordinary shares underlying the ADSs. You will have rights

as provided in the deposit agreement.



We do not expect to pay dividends in the foreseeable future. If, however, we declare

dividends on our Class A ordinary shares, the depositary will pay you the cash dividends

and other distributions it receives on our Class A ordinary shares, after deducting its fees

and expenses in accordance with the terms set forth in the deposit agreement.

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You may turn in the ADSs to the depositary in exchange for Class A ordinary shares. The

depositary will charge you fees for any exchange.



We may amend or terminate the deposit agreement without your consent. If you continue to

hold the ADSs after an amendment to the deposit agreement, you agree to be bound by the

deposit agreement as amended.

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To better understand the terms of the ADSs, you should carefully read the “Description of

American Depositary Shares” section of this prospectus. You should also read the deposit

agreement, which is filed as an exhibit to the registration statement that includes this

prospectus.

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Ordinary shares We will issue Class A ordinary shares represented by ADSs in this offering.

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Our ordinary shares will be divided into Class A ordinary shares and Class B ordinary

shares immediately prior to the completion of this offering. Holders of Class A ordinary

shares and Class B ordinary shares will have the same rights except for voting and

conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B

ordinary shares is entitled to ten votes and is convertible into one Class A ordinary share at

any time by the holder thereof. Class A ordinary shares are not convertible into Class B

ordinary shares under any circumstances. Upon any sale, transfer, assignment or

disposition of any Class B ordinary shares by a holder thereof to any person who is not a

Founder or affiliate of a Founder, each of such Class B ordinary shares will be

automatically and immediately converted into one Class A ordinary share.

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