每日优鲜上市IPO招股书

1、Table of ContentsAs filed with the Securities and Exchange Commission on June 8, 2021Registration No. 333-SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM F-1 REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933Missfresh Limited(Exact name of Registrant as specified in its charter)Not A

2、pplicable(Translation of Registrants name into English)Cayman Islands(State or other jurisdiction of incorporation or organization)5990(Primary Standard Industrial Classification Code Number)Not Applicable (I.R.S. EmployerIdentification Number)3rd Floor, Block A, Vanke Times Center, No. 9 Wangjing S

3、treet, Chaoyang District Beijing 100016The Peoples Republic of China+86 10 5266 5273(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)Cogency Global Inc.122 East 42nd Street, 18th Floor New York, NY 10168+1 800-221-0102(Name, address,

4、 including zip code, and telephone number, including area code, of agent for service)Copies to:Title of each class of securities to be registeredProposed maximumaggregate offering price(2)(3)Amount of registration feeClass B ordinary shares, par value US$0.0001 per share(1)US$100,000,000US$10,910.00

5、Z. Julie Gao, Esq. Shu Du, Esq.Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower, The Landmark 15 Queens Road CentralHong Kong+852 3740-4700Li He, Esq.James C. Lin, Esq.Davis Polk & Wardwell LLP c/o 18th FloorThe Hong Kong Club Building 3A Chater Road CentralHong Kong+852-2533-3300A

6、pproximate 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 193

7、3, 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 the Securities Act registration statement number of the earlier effective registration statement for the same

8、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 statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amend

9、ment 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. Indicate by check mark whether the registrant is an emerging growth company as defined

10、 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 the extended transition period for complying with any new or revised

11、financial accounting standards provided pursuant to Section 7(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 Standards Codification after April 5, 2012.CALCULATION OF RE

12、GISTRATION FEEAmerican depositary shares issuable upon deposit of Class B ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-). Each American depositary share representsClass B ordinary shares.Includes Class B ordinary share

13、s that are issuable upon the exercise of the underwriters over-allotment option. Also includes Class B ordinary shares initiallyoffered and sold outside 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

14、of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These Class B ordinary shares are not beingregistered for the purpose of sales outside the United States.Estimated solely for the purpose of determining the amount of registration

15、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 a further amendment which specifically states that this Registration Stat

16、ement 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.Table of ContentsThe informatio

17、n in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities

18、 in any jurisdiction where the offer or sale is not permitted.Subject to Completion. Dated, 2021.American Depositary SharesMissfresh LimitedRepresentingClass B Ordinary SharesThis is an initial public offering of American depositary shares, or ADSs, of Missfresh Limited.We are offeringADSs to be sol

19、d in the offering. The selling shareholders identified in this prospectus are offering an additional ADSs. We will not receive any of the proceeds from the sale of the ADSs being sold by the selling shareholders.of our Class B andPrior to this offering, there has been no public market for our ADSs o

20、r Class B ordinary shares. Each ADS represents ordinary shares, par value US$0.0001 per share. It is currently estimated that the initial public offering price will be between US$ US$per ADS. Application will be made for quotation on the Nasdaq Stock Market under the symbol “MF.”Upon the completion

21、of this offering, our outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares, and we will be a “controlled company” as defined under Nasdaq Stock Market Rules because Mr. Zheng Xu, the chairman of our board of directors and our chief executive officer, will ben

22、eficially own% of our total voting power assuming the underwriters do not exercise their over-allotment option, or% of our total voting power if the underwriters exercise their over-allotment option in full. As a “controlled company,” we are permitted to elect not to comply with certain corporate go

23、vernance requirements. If we rely on these exemptions, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and co

24、nversion rights. Each Class A ordinary share is entitled to twenty votes and is convertible into one Class B ordinary share, and each Class B ordinary share is entitled to one vote. Class B ordinary shares are not convertible into Class A ordinary shares under any circumstances.See “Risk Factors” on

25、 page 20 to read about factors you should consider before buying the ADSs.Per ADSTotalInitial public offering priceUnderwriting discount(1)Proceeds, before expenses, to usProceeds, before expenses, to the selling shareholders$Neither the Securities and Exchange Commission nor any other regulatory bo

26、dy has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.(1)See “Underwriting” for additional information regarding underwriting compensation.如果承销商出售的 ADS 多于 ADS，承销商可以选择以次公开发价格减去承销折扣从我们 和出售

27、股东 处购买最多额外的 ADS。 承销商预计将于 2021 年在纽约州纽约市有偿交付 ADS。摩根通花旗集团中公司华兴招商局银国际尼达姆公司富途证券招股说明书期为 2021 年。录录录录录 招股书招股说明书摘要1产品12汇总合并财务和运营数据15险因素20关于前瞻性陈述的特别说明73所得款项途75股息政策76资本化77稀释79事责任的可执性81公司历史和结构83SELECTED CONSOLIDATED FINANCIAL DATA85MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERAT

28、IONS89INDUSTRY118BUSINESS130REGULATION153MANAGEMENT174PRINCIPAL AND SELLING SHAREHOLDERS180RELATED PARTY TRANSACTIONS183DESCRIPTION OF SHARE CAPITAL184DESCRIPTION OF AMERICAN DEPOSITARY SHARES197SHARES ELIGIBLE FOR FUTURE SALE208TAXATION210UNDERWRITING217EXPENSES RELATED TO THIS OFFERING229LEGAL MAT

29、TERS230EXPERTS231WHERE YOU CAN FIND ADDITIONAL INFORMATIONINDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS232F-1You should rely only on the information contained in this prospectus or in any related free writing prospectus. We have not authorized anyone to provide you with information different from t

30、hat contained in this prospectus or in any related free writing prospectus. We and the selling shareholders are offering to sell, and seeking offers to buy the ADSs, only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the da

31、te of this prospectus, regardless of the time of delivery of this prospectus or any sale of the ADSs.Neither we nor the underwriters have taken any action to permit a public offering of the ADSs outside the United States or to permit the possession or distribution of this prospectus or any filed fre

32、e writing prospectus outside the United States. Persons outside the United States who come into possessionof this prospectus or any filed free writing prospectus must inform themselves about and observe any restrictions relating to the offering of the ADSs and the distribution of the prospectus or a

33、ny filed free writing prospectus outside the United States.iTable of ContentsPROSPECTUS SUMMARYThe following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to

34、this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in the ADSs discussed under “Risk Factors,” before deciding whether to invest in the ADSs. This prospectus contains information from an industry report commissioned by us and prepared by iResearch Co

35、nsulting Group, or iResearch, an independent market research firm, to provide information regarding our industry and our market position. We refer to this report as the iResearch Report.Our MissionOur mission is to help every family enjoy quality grocery at their fingertips.Our VisionOur vision is t

36、o become the largest platform to drive digitalization of Chinas neighborhood retail industry.Who We AreMissfresh is rebuilding neighborhood retail from the ground up in China with our innovative technology and business model. We invented the DMW model by building and operating DMWs in May 2015, befo

37、re any other player in on-demand DMW retail industry, according to iResearch. Through the convenient locations of our DMWs and technology-enabled DMW management, we operate an online-and-offline integrated on-demand retail business offering fresh produce and fast-moving consumer goods (FMCGs), which

38、 share the characteristics of high- frequency purchases with regular and universal demand. We strive to make grocery shopping more delightful, more efficient, more affordable and more trustworthy. To that end, we operated a technology-enabled network of 631 DMWs in 16 cities in China as of March 31,

39、 2021. We have also built up a full stack of proprietary technology to empower participants in the neighborhood retail business such as supermarkets, fresh markets and local retailers with our core capabilities.Through our “Missfresh” mobile application and Mini Program embedded in third-party socia

40、l platforms, which feature substantially similar user interface and functions, consumers can easily purchase quality grocery at their fingertips and receive high-quality products delivered by our delivery riders to their doorstep in 39 minutes on average in the first three months of 2021. We appeal

41、to a new generation of consumers who are willing to pay for the high-quality and convenient experience in grocery shopping. We had 5.1 million, 7.2 million, 8.7 million and 7.9 million effective users in 2018, 2019, 2020 and the twelve months ended March 31, 2021, respectively. We accumulated a tota

42、l of over 31 million transacting users as of March 31, 2021.According to iResearch, we ranked first in Chinas on-demand DMW retail industry in 2018 and 2019, respectively, and ranked second in 2020, in terms of GMV. During 2020, we focused on the growth of our effective users, and continued to inves

43、t in technological infrastructure upgrade. During the same period, we generated an average price per order of RMB94.6 for our on-demand DMW retail business, the highest among DMW players, and achieved industry-leading AI adoption level in Chinas on-demand DMW retail industry, with higher fulfillment

44、 margin than the average of the other three major players in the same industry, according to iResearch. In 2020, our market share of Chinas on-demand DMW retail industry in terms of GMV was 28%, ranked first in North China, according to iResearch. We also ranked the highest by satisfaction rate of c

45、onsumers compared to our competitors, according to a survey conducted by iResearch in February 2021.To further digitalize the neighborhood retail industry end-to-end, we launched our intelligent fresh market business in the second half of 2020 and started our retail cloud business initiative in 2021

46、, further empowering players in the neighborhood retail industry to embrace the digitaltransformation with our AI-driven technology platform and other core capabilities.1Table of ContentsOur Understanding of Neighborhood RetailNeighborhood retail is an indispensable part of everyones daily life and

47、offers high-frequency grocery products, mainly fresh produce and FMCGs, with convenient availability. The continued urbanization in China and the increase in disposable income of Chinese urbanites are driving higher consumer willingness to pay for quality products and time-saving services.The neighb

48、orhood retail industry in China harbors huge potential with a market size of RMB11.9 trillion in 2020 in terms of retail value and remains highly fragmented with variety of sales channels. The supermarket is the single largest channel with 37.4% sales contribution in 2020, with the top 10 players ac

49、counting for 6.1% of total supermarket revenue, significantly lower than 55.6% and 78.7% in the U.S. and the UK. The neighborhood retail industry in China is also stratified by city tiers in terms of market size and consumer behavior in choosing sales channels. In 2020, neighborhood retail market si

50、ze in first- and second-tier cities was RMB5.8 trillion in terms of retail value, compared to RMB2.9 trillion and RMB3.1 trillion in third-and lower-tier cities in terms of retail value, respectively. In first- and second-tier cities, structured retail channels such as hypermarkets and supermarkets

51、accounted for approximately 38% of total retail value.In recent years, consumer demand for real-time quality grocery products consumption has continued to grow. Traditional supermarket chains have also accelerated their online transformation and started to offer home delivery services to complement

52、the traditional in-store model. To better meet the significant demand and to address the industry pain points such as non-standardized operations, inconsistent quality and inefficiency, new business models such as on-demand DMW retail emerged. The on-demand DMW retail market is one of the fastest gr

53、owing segments in the neighborhood retail market, and it refers to self-operated platforms that offer home delivery of fresh produce and FMCGs from DMWs within two hours.The size of Chinas neighborhood retail market reached RMB11.9 trillion in 2020 in terms of retail value, which consists of RMB5.0

54、trillion from fresh produce and RMB6.9 trillion from FMCGs, and is expected to further expand to RMB15.7 trillion by 2025. According to iResearch, the neighborhood retail market is expected to go through three evolutionary stages as follows:Stage I (20162020), Business Model InnovationInnovative bus

55、iness models emerged to satisfy consumers needs. Market players mainly competed for consumers and GMV growth;Stage II (20202023), Quality Scale ExpansionMultiple business models co-exist and leading players start to optimize operations and expand; andStage III (2023 and beyond), Platformization Powe

56、red by Technology InnovationMature technology system and industry knowhow accumulated by the leading players will be used to empower fresh markets and other offline retailers to expedite the digital transformation of neighborhood retail. Leading players gradually evolve from vertical players to indu

57、stry enablers with key capabilities in platformization and large-scale digitalization.Our Innovative Business ModelWith over six years dedicated to the neighborhood retail market, we have accurately predicted and captured consumers demand for fresh produce and FMCGs in first- and second-tier cities,

58、 and have transformed this industry through our extensive market know-how and pioneering technological innovations. We have also launched differentiated business models to drive digitalization of traditional neighborhood retail market segments in different cities. Our innovative business model compr

59、ises of our on-demand DMW retail business, intelligent fresh markets business and retail cloud business initiative.We invented the DMW model in May 2015 with the focus on first- and second-tier cities in China, bringing fresh produce and FMCGs closer to consumers before any other DMW player, accordi

60、ng to iResearch. We2Table of Contentsoperated 631 DMWs across 16 cities as of March 31, 2021. Through our “Missfresh” mobile application and Mini Program, our users can place orders for over 4,300 SKUs of quality grocery products to be delivered from our DMWs. Our DMWs are strategically located in l