Securities Registration: Employee Benefit Plan (s-8)
September 28 2020 - 7:45AM
Edgar (US Regulatory)
As Filed with the Securities and Exchange Commission on September 28, 2020
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Qudian Inc.
(Exact name
of registrant as specified in its charter)
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Cayman Islands
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Not Applicable
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(State or other jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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Tower A, AVIC Zijin Plaza
Siming District, Xiamen
Fujian Province 361000,
Peoples Republic of China
+86-592-5911580
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
2016 Equity Incentive Plan
(Full title of the Plan)
Cogency
Global Inc.
122 East 42nd Street, 18th Floor
New York, N.Y. 10168
+1
(800) 221-0102
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
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Min Luo
Chairman and Chief Executive Officer
Tower A, AVIC Zijin Plaza
Siming District, Xiamen
Fujian Province 361000,
Peoples Republic of China
+86-592-5911580
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Yi Gao, Esq.
Simpson Thacher & Bartlett LLP
35th Floor, ICBC Tower
3
Garden Road
Central, Hong Kong
+852-2514-7600
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Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check
one):
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, 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. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
Price
per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Class A ordinary shares, par value US$0.0001 per share(2)
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6,577,903(3)
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US$0.0001(3)
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US$657.79
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US$0.09
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this
Registration Statement includes an indeterminate number of additional Class A ordinary shares, par value US$0.0001 per share (the Class A Ordinary Shares) of Qudian Inc. (the Company or Registrant),
which may be offered and issued under the Registrants 2016 Equity Incentive Plan (the Plan) to prevent dilution from stock splits, stock dividends or similar transactions.
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(2)
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These Class A Ordinary Shares may be represented by the Registrants American depositary shares
(ADSs), each of which represents one Class A Ordinary Share. ADSs issuable upon deposit of the securities registered hereby have been registered under a separate registration statement on Form
F-6 (Registration No. 333-220511).
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(3)
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The amount to be registered represents Class A Ordinary Shares to be issued upon exercise of outstanding
options granted under the Plan. Pursuant to Rule 457(h), the corresponding proposed maximum offering price per share represents the exercise price of these options.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional
amount of 6,577,903 Class A Ordinary Shares, par value US$0.0001 per share, of the Registrant, that are issuable under the Registrants 2016 Equity Incentive Plan. These 6,577,903 Class A Ordinary Shares are additional securities of
the same class as other securities for which an original registration statement (File No. 333-224249) on Form S-8 was filed with the Securities and Exchange
Commission (the Commission) on April 12, 2018. Pursuant to General Instruction E to Form S-8, the contents of such earlier registration statement are incorporated by reference into this
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Commission are incorporated by reference herein:
a. The Registrants registration statement on Form
S-8 (File No. 333-224249) filed with the Commission on April 12, 2018;
b. The Registrants annual report on Form
20-F for the fiscal year ended December 31, 2019 filed with the Commission on April 27, 2020;
c. The Registrants Reports of Foreign Private Issuer on Form 6-K filed with the Commission
on May 28, 2020, June
5, 2020 and September 9, 2020 and
d. The description of the Registrants Class
A Ordinary Shares contained in its Registration Statement on Form 8-A (Registration No. 001-38230) filed with the Commission on October 3, 2017 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act), which incorporates by reference
the description of the Registrants Class A Ordinary Shares set forth in the Registrants Registration Statement on Form F-1 (Registration No. 333-220511), as amended, originally filed with the Commission on September 18, 2017, including any amendments or reports filed for the
purpose of updating such description.
All documents filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated
by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 8. Exhibits
The Exhibits
listed on the accompanying Exhibit Index are filed as a part of, or incorporated by reference into, this Registration Statement. (See Exhibit Index below).
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Xiamen, China on September 28, 2020.
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Qudian Inc.
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By:
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/s/ Min Luo
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Name:
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Min Luo
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Title:
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Chairman and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Min Luo and Yan Gao, and
each of them singly, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and
re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, as
amended, and all post-effective amendments thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following person in the capacity and on the dates indicated.
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Signature
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Title
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Date
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/s/ Min Luo
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Chairman and Chief Executive Officer
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September 28, 2020
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Name: Min Luo
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(principal executive officer)
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/s/ Long Xu
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Director
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September 28, 2020
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Name: Long Xu
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3
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/s/ Yingming Li
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Director
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September 28, 2020
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Name: Yingming Li
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/s/ Shengwen Rong
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Independent Director
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September 28, 2020
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Name: Shengwen Rong
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/s/ Yifan Li
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Independent Director
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September 28, 2020
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Name: Yifan Li
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/s/ Yan Gao
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Vice President of Finance
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September 28, 2020
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Name: Yan Gao
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(principal financial and accounting officer)
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Qudian
Inc. has signed this registration statement or amendment thereto in New York, New York on September 28, 2020.
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Cogency Global Inc.
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By:
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/s/ Colleen A. De Vries
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Name:
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Colleen A. De Vries
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Title:
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Senior Vice President
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