1、F-1 1 d762894df1.htm FORM F-1 Table of Contents As filed with the Securities and Exchange Commission on October 28, 2019. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIZHI INC. (Exact N
2、ame of Registrant as Specified in Its Charter) Not Applicable (Translation of Registrants name into English) Cayman Islands 7370 Not Applicable (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Numb
3、er) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guangzhou 510655, The Peoples Republic of China +86 20 8381-8791 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices) Cogency Global Inc. 10 E. 40th S
4、treet, 10th Floor New York, the United States NY 10016 +1 800 221-0102 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Li He, Esq. Davis Polk We enabled easy content creation and sharing for everyone to record and share their lives thro
5、ugh voices; and We pioneered in introducing audio live streaming in China, and innovated a variety of voice-based social interactive features. Extensive and growing user-generated audio content: We are the largest online UGC audio community in China as of September 30, 2019, according to iResearch.
6、As of September 30, 2019, more than 160.6 million podcasts had been uploaded to our platform, which had generated more than 3.4 billion hours spent by our users since January 1, 2017 and had been played approximately 6.1 billion times in the three months ended September 30, 2019; We have an extensiv
7、e and growing content library covering 27 categories and 107 sub-categories; and Approximately 26.9 million user-created playlists had been posted in our community as of September 30, 2019 since such feature became available in June 2017. Highly engaged user community: We amassed 46.6 million averag
8、e total mobile MAUs and approximately 5.7 million average monthly active hosts on our Lizhi app in the third quarter of 2019, representing 12.2% of our average total mobile MAUs in the same period; and Our community had recorded approximately 2.5 billion average monthly total interactions by our act
9、ive users in the third quarter of 2019. Leading audio and AI technologies: We apply AI technologies to empower audio content creation, distribution and consumption. According to iResearch, we are one of the few online audio platforms in China providing fully automated AI distribution; We offer simpl
10、e and intuitive tools to record, edit, store and upload audio content all at users fingertips; and We provide high-quality sound streaming and various innovative features such as voice editing, beautification and special effects. Sustainable business model with substantial monetization potential: Ou
11、r average paying users increased by 55.0% to approximately 383,100 in the third quarter of 2019 from 247,200 in the third quarter of 2018; Our audio entertainment paying ratio increased from 2.1% in the first quarter of 2017 to 6.4% in the third quarter of 2019; and 5 Table of Contents UGC-focused c
12、ontent offering is more cost-effective compared to acquisition of costly professional-generated content. Visionary management team and a universal passion for building a global audio community. Our Strategies Leveraging AI and audio technologies to transform audio creation, distribution and consumpt
13、ion, we aim to become a global leading online audio community. We intend to pursue the following strategies to achieve this goal: Advance AI and audio technologies; Strengthen paying user conversion and diversify monetization; Develop new products and use cases; Empower content creation; and Expand
14、overseas. Our Market Opportunities Chinas pan-audio entertainment market, including online and offline audio and music, was the largest by number of users, and the second largest by revenues in the world in 2018, which is expected to grow from approximately US$28.6 billion in 2018 to US$51.8 billion
15、 in 2023 at a CAGR of 12.6%. Chinas online audio market where we compete was the largest by number of users, and the second largest by revenues in the world in 2018, which is expected to grow from approximately RMB11.3 billion in 2018 to RMB69.8 billion in 2023 at a CAGR of approximately 43.8%. Sale
16、s of virtual items, which represent the largest revenue segment within online audio market, are expected to grow from approximately RMB4.9 billion in 2018 to RMB34.7 billion in 2023 at a CAGR of approximately 48.0%. Interactive audio entertainment market in China, being a subset of the online audio
17、market which has interactive features, had 174.4 million users in 2018, accounting for 46.2% of the users in China online audio market. Chinas online audio market benefits from a young, engaging and growing user base, users increasing willingness to pay for content, continuous product and technology
18、 innovations, and expansion of use cases. Particularly, the explosive growth in Internet of Things, such as smart devices, smart homes and connected cars, further propel the growth of the online audio industry as they continue to introduce more use cases and diversify monetization channels in this i
19、ndustry. In Chinas online audio industry, UGC audio platforms are capable of fostering a self-reinforcing ecosystem that results in higher user and host stickiness. Empowered by AI technologies, UGC audio platforms demonstrate significant potential of future growth. For details, see “Industry Overvi
20、ew.” Our Challenges Our ability to retain our existing users, to keep them engaged, to further grow our user base or to increase paying ratio; Uncertainties in relation to laws and regulations applicable to our industry and potential restrictive measures that may be taken against us; 6 Table of Cont
21、ents Our ability to attract, cultivate and retain talented and popular hosts; Our ability to prevent misconduct by our platform users and misuse of our platform; Our ability to offer attractive audio content on our platform; Our ability to generate profits in the future; Our limited operating histor
22、y with a relatively new business model in a relatively new market make it difficult to evaluate our business and growth prospects; Whether we are able to obtain or maintain the required licenses and approvals; Our ability to maintain, protect and enhance our brand; Our ability to sustain our rapid g
23、rowth and manage the associated expenditures; Our ability to implement our monetization strategies; and The accessibility of our mobile applications on third-party mobile application distribution channels. Our Major Business Milestones Our Corporate History We commenced operations in 2010 with the e
24、stablishment of Guangzhou Lizhi. In November and October 2010, each of Lizhi Holding Limited and LIZHI INC., our wholly owned subsidiaries, was incorporated in Hong Kong and the British Virgin Islands, respectively. In March 2011, Beijing Hongyi Technology Co., Ltd., or Hongyi Technology, our wholly
25、 owned subsidiary, was established in the PRC. In March 2011, due to the restrictions imposed by PRC laws and regulations on foreign ownership of companies engaged in value-added telecommunication services and certain other businesses, Hongyi Technology entered into a series of contractual arrangeme
26、nts, as supplemented and amended, with Guangzhou Lizhi and then shareholders of Guangzhou Lizhi, by which Hongyi Technology may exert control over Guangzhou Lizhi and consolidate Guangzhou Lizhis financial statements under U.S. GAAP. For details, please refer to “Corporate History and Structure Cont
27、ractual Arrangements with Our VIEs and Their Respective Shareholders.” In October 2013, we launched our Lizhi app operated by Guangzhou Lizhi. 7 Table of Contents In November and December 2015, each of Changsha Limang Interactive Entertainment Co., Ltd., or Changsha Limang, and Huaian Lizhi Network
28、Technology Co., Ltd., or Huaian Lizhi, was established in the PRC, respectively. In March 2017, Wuhan Lizhi Network Technology Co., Ltd., or Wuhan Lizhi, was established in the PRC. In January, February and April 2019, each of Guangzhou Moyin Network Technology Co., Ltd., Guangzhou Teqi Network Tech
29、nology Co., Ltd. and Chongqing Piwan Network Technology Co., Ltd. was established in the PRC, respectively. These entities are wholly and directly held by Guangzhou Lizhi and provide supporting services to our Lizhi app. In July 2016, Guangzhou Huanliao Network Technology Co., Ltd., was established
30、in the PRC by Guangzhou Lizhi. Currently, Guangzhou Huanliao focuses on the operation of Huanliao, an audio-based social app recently launched by us which is still at a nascent stage. In March 2019, Guangzhou Tiya, our wholly owned subsidiary, was established in the PRC. In May 2019, Guangzhou Tiya
31、entered into a series of contractual arrangements with Guangzhou Huanliao and then shareholder of Guangzhou Huanliao, by which Guangzhou Tiya may exert control over Guangzhou Huanliao and consolidate Guangzhou Huanliaos financial statements under U.S. GAAP. For details, please refer to “Corporate Hi
32、story and StructureContractual Arrangements with Our VIEs and Their Respective Shareholders.” As such, we refer to each of Hongyi Technology and Guangzhou Tiya as our wholly foreign owned entity, or WFOE, and to each of Guangzhou Lizhi and Guangzhou Huanliao as our variable interest entity, or VIE,
33、in this prospectus. In January 2019, LIZHI INC., our current ultimate holding company, was incorporated under the laws of the Cayman Islands as part of the restructuring transactions in contemplation of this offering. In connection with its incorporation, in March 2019, we completed a share swap tra
34、nsaction and issued ordinary and preferred shares of LIZHI INC. to the then existing shareholders of LIZHI INC., or Lizhi BVI, a company incorporated under the laws of the British Virgin Islands, based on their then respective equity interests held in Lizhi BVI. Lizhi BVI then became our wholly owne
35、d subsidiary. For details of the issuances of shares by LIZHI INC. to its shareholders prior to this offering, please refer to “Description of Share CapitalHistory of Securities Issuances.” In April 2019, SUGAR CHAT PTE. LTD. was incorporated under the laws of Singapore for the purposes of carrying
36、out our overseas operations. We are a holding company and do not directly own any substantive business operations in the PRC. We currently focus our business operations within the PRC through our VIEs, Guangzhou Lizhi and Guangzhou Huanliao. See “Risk FactorsRisks Related to Our Corporate Structure.
37、” Guangzhou Lizhi and Guangzhou Huanliao and their respective subsidiaries hold our ICP License, Internet Culture Operation License, Radio and Television Program Production and Operating Permit, and other licenses or permits that are necessary for our business operations in the PRC. 8 Table of Conte
38、nts The following diagram illustrates our corporate structure, including our significant subsidiaries and VIEs, immediately upon the completion of this offering, assuming no exercise of the over-allotment option granted to the underwriters. Notes: (1)Beneficial ownership percentages represent benefi
39、cial ownership of our total issued and outstanding share capital immediately after the completion of this offering, assuming the underwriters do not exercise their over-allotment option. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the numb
40、er of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant, or other right or the conversion of any other security. These shares, howev
41、er, are not included in the computation of the percentage ownership of any other person. (2)Voting power percentages represent aggregate voting power of our total issued and outstanding share capital immediately after the completion of this offering, assuming the underwriters do not exercise their o
42、ver-allotment option. Voting power percentage of a person is calculated by dividing the voting power beneficially owned by such person by the voting power of all of our issued and outstanding Class A ordinary shares and Class B ordinary shares as a single class. In respect of matters requiring a sha
43、reholder vote, each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to 10 votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary 9 Table of Contents shares are not convertible into Class B ordinary share
44、s under any circumstances. See also “Description of Share CapitalOrdinary 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 sh
45、ares 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 (Limite
46、d 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,
47、 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 office
48、s are located at Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guangzhou 510655, Peoples 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 Caym
49、an 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. IMPLIC
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