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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 20-F
(Mark One)
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE
ACT OF 1934
or
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018.
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from to
or
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
Date of event requiring this shell company report
For the transition period from to
Commission file number: 001-36222
Autohome Inc.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
10th Floor Tower B, CEC Plaza
3 Dan Ling Street
Haidian District, Beijing 100080
The People’s Republic of China
(Address of principal executive offices)
Jun Zou
Chief Financial Officer
Tel: +86 (10) 5985-7001
E-mail: ir@autohome.com.cn
Fax: +86 (10) 5985-7387
10th Floor Tower B, CEC Plaza
3 Dan Ling Street
Haidian District, Beijing 100080
The People’s Republic of China
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class
Class A ordinary shares, par value US$0.01 per share*
Name of Each Exchange on Which Registered
The New York Stock Exchange
*
Not for trading, but only in connection with the listing on The New York Stock Exchange of the American depositary shares (“ADSs”). Currently, one
ADS represents one Class A ordinary share.
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual
report. 118,056,345 Class A ordinary shares, par value US$0.01 per share, and 0 Class B ordinary shares, par value US$0.01 per share, were
outstanding as of December 31, 2018.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company.
See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Non-accelerated filer
☒
☐
Accelerated filer
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 financial accounting standards† provided pursuant to Section 13(a)
of the Exchange 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.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☒
International Financial Reporting Standards as issued
by the International Accounting Standards Board ☐
Other ☐
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to
follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☒
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
Table of Contents
INTRODUCTION
FORWARD-LOOKING STATEMENTS
PART I.
TABLE OF CONTENTS
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
ITEM 3. KEY INFORMATION
ITEM 4. INFORMATION ON THE COMPANY
ITEM 4A UNRESOLVED STAFF COMMENTS
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
ITEM 8. FINANCIAL INFORMATION
ITEM 9. THE OFFER AND LISTING
ITEM 10. ADDITIONAL INFORMATION
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
PART II.
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
ITEM 15. CONTROLS AND PROCEDURES
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
ITEM 16B. CODE OF ETHICS
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
ITEM 16G. CORPORATE GOVERNANCE
ITEM 16H. MINE SAFETY DISCLOSURE
PART III.
ITEM 17. FINANCIAL STATEMENTS
ITEM 18. FINANCIAL STATEMENTS
ITEM 19. EXHIBITS
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Unless otherwise indicated and except where the context otherwise requires, references in this annual report on Form 20-F to:
INTRODUCTION
•
•
•
•
•
•
•
•
“ADSs” are to our American depositary shares, each of which represents one Class A ordinary share;
“CAGR” refers to compound annual growth rate;
“China” or the “PRC” are to the People’s Republic of China, excluding, for the purpose of this annual report only, Hong Kong, Macau and
Taiwan;
“shares” or “ordinary shares” are our ordinary shares, par value US$0.01 per share, before our initial public offering, or IPO, and our Class A and
Class B ordinary shares, par value US$0.01 per share, after our initial public offering;
“RMB” and “Renminbi” are to the legal currency of China;
“we,” “us,” “our,” “our company” and “the Company” are to Autohome Inc., its predecessors, subsidiaries and variable interest entities, or VIEs;
“U.S. GAAP” refers to generally accepted accounting principles in the United States; and
“$,” “dollars,” “US$” or “U.S. dollars” refers to the legal currency of the United States.
Substantially all of our operations are conducted in China and substantially all of our revenues are denominated in RMB. This annual report contains
translations of RMB amounts into U.S. dollars at specific rates solely for the convenience of the readers. Unless otherwise noted, all translations from RMB to
U.S. dollars and from U.S. dollars to RMB in this annual report were made at a rate of RMB6.8755 to US$1.00, the exchange rate set forth in the H.10
statistical release of the Board of Governors of the Federal Reserve System as of December 31, 2018. We make no representation that any RMB or U.S. dollar
amounts could have been, or could be, converted into U.S. dollars or RMB, as the case may be, at any particular rate, or at all. The PRC government imposes
control over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on
foreign trade.
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements that reflect our current expectations and views of future events. The forward-looking statements
are contained principally in the sections entitled “Item 3. Key Information—D. Risk Factors,” “Item 4. Information on the Company—B. Business Overview”
and “Item 5. Operating and Financial Review and Prospects.” These forward-looking statements are made under the “safe-harbor” provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Known and unknown risks, uncertainties and other factors, including those listed under “Item 3. Key
Information—D. Risk Factors,” may cause our actual results, performance or achievements to be materially different from those expressed or implied by the
forward-looking statements.
You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,”
“intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely
on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and
financial needs. These forward-looking statements include statements relating to:
•
•
•
our ability to attract and retain users and customers;
our business strategies and initiatives as well as our new business plans;
our future business development, financial condition and results of operations;
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•
•
•
•
our ability to further enhance our brand recognition;
our ability to attract, retain and motivate key personnel;
competition in our industry in China; and
relevant government policies and regulations relating to our industry.
These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-
looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations.
Other sections of this annual report include additional factors that could adversely impact our business and financial performance. Moreover, we operate in
an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and
uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results
to differ materially from those contained in any forward-looking statements. You should read thoroughly this annual report and the documents that we refer
to with the understanding that our actual future results may be materially different from, or worse than, what we expect. We qualify all of our forward-looking
statements by these cautionary statements.
This annual report contains certain data and information that we obtained from various government and private publications. Statistical data in these
publications also include projections based on a number of assumptions. The online automotive advertising industry may not grow at the rate projected by
market data, or at all. The failure of this market to grow at the projected rate may have a material adverse effect on our business and the market price of our
ADSs. In addition, the rapidly changing nature of the online automotive advertising industry and the online automobile transaction industry results in
significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our market. Furthermore, if any one or more of
the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You
should not place undue reliance on these forward-looking statements.
The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this
annual report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read
this annual report and the documents that we refer to in this annual report and exhibits to this annual report completely and with the understanding that our
actual future results may be materially different from what we expect.
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
PART I.
Not applicable.
ITEM 3. KEY INFORMATION
A.
Selected Financial Data
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The following tables present the selected consolidated financial information for our company. Our selected consolidated statements of operations data
presented below for the years ended December 31, 2016, 2017 and 2018 and our selected consolidated balance sheet data as of December 31, 2017 and 2018
have been derived from our consolidated financial statements, which are included in this annual report beginning on page F-1. Our selected consolidated
balance sheet data as of December 31, 2014, 2015 and 2016 and the selected consolidated statements of operations data for 2014 and 2015 presented below
have been derived from our consolidated financial statements not included in this annual report. Our historical results for any period are not necessarily
indicative of results to be expected for any future period. You should read the following selected financial data in conjunction with the consolidated
financial statements and related notes and the information under “Item 5. Operating and Financial Review and Prospects” in this annual report. Our audited
consolidated financial statements are prepared and presented in accordance with U.S. GAAP.
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Selected Consolidated Statements of Operations Data:
Net revenues(1)
Cost of revenues
Gross profit
Operating expenses
Sales and marketing expenses
General and administrative expenses
Product development expenses
Total Operating expenses
Other income, net
Operating profit
Interest income
Earnings/(loss) from equity method investments
Fair value change of other non-current assets
Income before income taxes
Income tax expense
Net income
Net loss attributable to noncontrolling interests
Net income attributable to Autohome Inc.
Earnings per share for ordinary shares
Basic
Diluted
Weighted average number of shares used to compute
earnings per share(2)
Ordinary shares(3):
Basic
Diluted
Dividend per share(4)
For the Year Ended December 31,
(in thousands, except for number of shares and per share data)
2014
RMB
2015
RMB
2016
RMB
2017
RMB
2018
RMB
US$
2,132,949
(381,498)
1,751,451
3,463,975
(669,121)
2,794,854
5,961,621
(2,393,165)
3,568,456
6,210,181
(1,358,685)
4,851,496
7,233,151
(820,288)
6,412,863
1,052,018
(119,306)
932,712
(559,070)
(129,751)
(158,395)
(847,216)
2,544
906,779
34,682
—
—
941,461
(192,781)
748,680
—
748,680
(1,127,484)
(193,655)
(273,908)
(1,595,047)
13,064
1,212,871
63,218
102
—
1,276,191
(285,542)
990,649
—
990,649
(1,536,939)
(306,794)
(571,354)
(2,415,087)
13,953
1,167,322
88,168
(6,638)
—
1,248,852
(32,629)
1,216,223
11,691
1,227,914
(1,647,519)
(281,951)
(878,773)
(2,808,243)
8,577
2,051,830
220,282
(10,571)
—
2,261,541
(267,082)
1,994,459
7,160
2,001,619
(2,435,236)
(314,846)
(1,135,247)
(3,885,329)
341,391
2,868,925
358,811
24,702
(11,017)
3,241,421
(377,890)
2,863,531
7,484
2,871,015
(354,190)
(45,792)
(165,115)
(565,097)
49,653
417,268
52,187
3,593
(1,602)
471,446
(54,962)
416,484
1,089
417,573
7.01
6.64
8.83
8.57
10.75
10.58
17.20
16.95
24.40
24.08
3.55
3.50
106,735,303 112,227,405 114,237,600 116,379,846 117,671,971 117,671,971
112,831,585 115,646,826 116,036,327 118,058,856 119,235,379 119,235,379
—
—
—
—
—
—
(1)
(2)
(3)
In May 2014, the Financial Accounting Standards Board issued ASC 606, Revenue from Contracts with Customers, a new standard related to revenue
recognition. The most significant impact on our company is the change of the presentation of value-added tax from gross basis to net basis. We
adopted this guidance effective from January 1, 2018 using the modified retrospective method. The comparative information has not been restated and
continues to be reported under the accounting standards in effect for the relevant periods. As a result, the operating results for the years ended
December 31, 2014, 2015, 2016 and 2017 have not been restated and are presented on a gross basis with value-added tax being included in the net
revenues and cost of revenues in such years, while the operating results for the year ended December 31, 2018 are presented on net basis, with the
value-added tax being excluded from the net revenues and cost of revenues in such year.
Earnings per share for ordinary shares (diluted) for each year from 2014 to 2018 were computed after taking into account the dilutive effect of the
shares underlying our employees’ share-based awards.
Represents our Class A and Class B ordinary shares, par value US$0.01 per share, after our IPO. In June 2016, all of our Class B ordinary shares were
converted into Class A ordinary shares when Telstra Holdings, our then largest shareholder, transferred approximately 47.4% of our then total issued
and outstanding shares to Yun Chen Capital Cayman. As holders of Class A and Class B ordinary shares have the same dividend right in our
undistributed earnings, the basic and diluted net income per Class A ordinary share and Class B ordinary share were the same for all the periods
presented during which there were two classes of ordinary shares in issue. The weighted average number of shares represents the sum of the weighted
average number of Class A and Class B ordinary shares. Please see “Earnings per Share” under Note 17 to our audited consolidated financial statements
included in this annual report for additional information regarding the computation of the per share amounts and the weighted average numbers of
ordinary shares.
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(4)
The special cash dividends declared in November 2017 to the holders of our Class A ordinary shares of record as of the close of business on January 4,
2018 were paid in the amount of US$0.76 per share (inclusive of applicable fees payable to our depositary bank) on or about January 15, 2018. See
“Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Dividend Policy.”
2014
RMB
2015
RMB
As of December 31,
2017
RMB
2016
RMB
(in thousands)
2018
RMB
US$
Selected Consolidated Balance Sheet Data:
Cash and cash equivalents, restricted cash, current and short-term investments 2,772,191 4,169,053 5,733,321 8,154,224 10,061,458 1,463,379
736,695 1,075,456 1,205,924 1,893,737 2,795,835 406,637
Accounts receivable, net
3,582,797 5,696,498 7,432,532 10,258,586 13,141,317 1,911,326
Total current assets
5,278,515 7,530,076 9,392,026 12,294,975 15,756,201 2,291,644
Total assets
438,797 872,487 1,012,143 1,409,485 1,510,726 219,726
Deferred revenue
1,080,657 2,156,534 2,544,040 3,889,316 4,164,769 605,740
Total current liabilities
532,435 522,506 496,773
Total non-current liabilities
69,812
1,613,092 2,679,040 3,040,813 4,359,689 4,644,758 675,552
Total liabilities
3,665,423 4,851,036 6,360,404 7,951,637 11,135,278 1,619,559
Total Autohome Inc. shareholders’ equity
3,665,423 4,851,036 6,351,213 7,935,286 11,111,443 1,616,092
Total equity
479,989
470,373
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
Risks Related to Our Business and Industry
We rely on China’s automotive industry for substantially all of our revenues and future growth, the prospects of which are subject to many uncertainties,
including government regulations and policies.
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We rely on China’s automotive industry for substantially all of our revenues and future growth. We have greatly benefited from the growth of China’s
automotive industry during the past few years. China is one of the world’s major automotive markets. However, car ownership rate in China is still low,
indicating significant room for continued growth. We cannot predict how this industry will develop in the future. Furthermore, in 2018, China’s automotive
industry experienced negative growth for the first time in the past 28 years and the growth of China’s automotive industry could be affected by many factors,
including general economic conditions in China, the urbanization rate of China’s population, the growth of disposable household income, the costs of new
automobiles, the trade barriers and other governmental protectionist measures, as well as taxes and incentives related to automobile purchases. For example,
on July 6, 2018, the Trump Administration imposed 25% tariffs on a variety of imports from China, and China responded to the multiple U.S. tariff lists by
announcing several lists of products, including automobiles and automobile parts and components, from the U.S. that are subject to an additional 25% tariff
upon import to China. Although the imposition of the additional tariffs are currently suspended, tariffs or a global trade war could increase the cost of
imported automobiles, which could negatively impact the demand for automobiles and adversely impact our business. In addition, governmental policies
may have a considerable impact on the growth of the automotive industry in China. For example, in an effort to alleviate traffic congestion and improve air
quality, the Beijing municipal government issued a regulation in December 2010 to limit the number of new passenger vehicle plates issued in Beijing each
year to 240,000 commencing in 2011, and the limit was subsequently reduced to 100,000 starting from 2014 to 2019. There are similar policies that restrict
the issuance of new passenger vehicle plates in several other major cities in China. The Limits and Measurement Methods for Emissions from Light-duty
Vehicles (China 5), which was issued on September 17, 2013, have become effective nationwide in China since January 1, 2018. In 2015, the PRC
government released new tax benefits for electric cars. In 2014, 2017 and 2018, the PRC government released multiple rules allowing the purchase of new
energy vehicles to be exempt from vehicle purchase tax between 2014 and 2020. Moreover, since the beginning of 2018, there are various rules promulgated
by the PRC government that have tightened the regulation of the entire automobile industry, such as setting higher standards and more stringent
requirements for approval of automobile loans, more stringent emission standards for light-duty vehicles starting from January 1, 2018 together with
progressively stricter requirements on all sales and registration of light-duty vehicles starting from July 1, 2020, and the cancellation of the reduction of
vehicle purchase tax on light vehicles by reverting the tax rate back to 10% starting from January 1, 2018. Such regulatory developments, as well as other
uncertainties, may adversely affect the growth prospects of China’s automotive industry, and in turn reduce demand for automobiles. If automakers and
automobile dealers were to reduce their marketing expenditures as a result, our business, financial condition and results of operations could be materially and
adversely affected.
We face significant competition, and if we fail to compete effectively, we may lose market share and our business, prospects and results of operations may
be materially and adversely affected.
The markets for our services are highly competitive. With respect to our auto media business, we face competition from China’s automotive vertical
websites and mobile applications, such as Xcar, PCauto and BitAuto, from the automotive channels of major internet portals, such as Sina and Sohu, and
from companies engaged in mobile social media, news, video and live-streaming applications. We may also face competition from online automobile
transaction platforms, such as maodou.com, taoche.com, 51auto, Uxin, Guazi, and Renrenche as we develop our auto e-commerce business. Our auto finance
business faces competition from other auto finance companies, such as Yixin and Souche. In addition, we also face competition from companies engaged in
social media business, such as ByteDance and Tencent. Competition with these and other websites and mobile applications is primarily centered on
increasing user reach, user engagement and brand recognition, relationships with the suppliers, and attracting and retaining advertisers or customers, among
other factors.
Some of our competitors or potential competitors have longer operating histories and may have greater financial, management, technological,
development, sales, marketing and other resources than we do. They may use their experience and resources to compete with us in a variety of ways,
including by competing more heavily for users, advertisers and dealers, investing more heavily in marketing, traffic acquisition and research and
development, and making more acquisitions. Some of our competitors have entered or may enter into business cooperation agreements with search engines,
which may impact our ability to obtain additional user traffic from the same sources. Our competitors may be acquired and consolidated by, or cooperate
with, industry conglomerates who are able to further invest with significant resources into our operating space. We cannot assure you that any such large
internet business will not in the future focus on the automotive sector. If we are unable to compete effectively and at a reasonable cost against our existing
and future competitors, our business, prospects and results of operations could be materially and adversely affected.
For our media business, we also face competition from traditional advertising media, such as newspapers, magazines, yellow pages, television, radio
and outdoor media. Advertisers in China generally allocate a significant portion of their marketing budgets to traditional advertising media. If we cannot
effectively compete with traditional media for the marketing budgets of our existing and potential customers, our results of operations and growth prospects
could be adversely affected. For our e-commerce business, as online automobile transaction is a relatively new business model and consumers in China might
be accustomed to make automobile purchases offline, we cannot guarantee that the automobile consumers in China will accept such business model.
If we cannot maintain customer recognition and trust in us, our results of operations and growth prospects could be adversely affected.
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We may not be able to manage our expansion and new business initiatives effectively.
We have experienced rapid growth in our business in recent years. The number of our employees has grown from 3,752 as of December 31, 2016 to
4,097 as of December 31, 2017 and further to 4,335 as of December 31, 2018. We have increased our net revenues since 2016 to RMB7,233.2 million
(US$1,052.0 million) in 2018, representing a three-year CAGR of 16.3%. We expect to continue to grow our user base and our business operations. We have
been implementing our future strategy to integrate four key market segments in our consumer centric automotive ecosystem, namely auto-content, auto-
transaction, auto-finance and auto-lifestyle. Our “4+1” strategy continues to drive our growth momentum and guide us in our transformation from a
content-led vertical media business to an automotive eco-platform based on our advanced data and technology. Also, we are committed to strengthening our
competitive advantage in the core media and leads generation business and have begun to benefit from executing new business initiatives, including data
products and auto-financing.
Although we have achieved profitability in recent periods, our rapid expansion and new business initiatives may expose us to new challenges and risks
and may make the prediction of our future results of operations difficult. As a growing company facing risks and uncertainties, our historical results of
operations should not be taken as indicative of the rate of growth, if any, that can be expected in the future. In addition, we may not have sufficient
experience in executing our new business initiatives. To manage the further expansion of our business, we need to continuously expand and enhance our
infrastructure and technology, and improve our operational and financial systems, procedures and internal controls. We also need to train, manage and
motivate our growing employee base. In addition, we need to maintain and expand our relationships with automakers, automobile dealers, advertising
agencies, financial institutions, insurance companies and other third parties. We cannot assure you that our current and planned personnel, infrastructure,
systems, procedures and controls will be adequate to support our expanding operations. We may be required to further increase our research and development
expenses in order to enhance our technology capabilities, such as artificial intelligence technologies, big data technologies and cloud technologies, to
support any such expansion and our efforts may not be effective. In the future, we may also commit our resources to further develop, optimize and expand our
new business initiatives. Our new business initiatives may also expose us to new regulatory risks, which are different from what we have experienced before.
Lack of experience in handling these new regulatory risks may result in failure to generate the expected results of operations and prospects. Furthermore, we
need to quickly respond to the market reaction to our new business initiatives and adjust accordingly. If we fail to manage our expansion and new business
initiatives effectively or efficiently, our business and results of operations may be materially and adversely affected.
If we are unable to grow our new vehicle transaction business, we may not be able to achieve our expected business growth and our results of operations
may be adversely affected.
We started to develop our new vehicle transaction business in 2014 and expanded to include direct vehicle sales and platform-based services
facilitating transactions through our transaction platform. In June 2014, we launched Autohome Mall, which is a full-service online transaction platform for
users to review automobile-related information, purchase coupons offered by automakers for discounts and make purchases to complete the transaction. In
late 2016, we gradually shifted the focus to becoming an asset-light vehicle e-commerce platform to facilitate transactions between consumers and
automakers or independent automobile sellers that obtain vehicles from legitimate distribution channels other than through direct authorization from and
dealership arrangements with automakers. In 2018, revenues under our new vehicle transaction business were primarily from (i) platform-based services we
provide while facilitating transactions on Autohome Mall, (ii) service fees with respect to the transaction-oriented marketing solutions and (iii) commissions
based on transactions facilitated. We cannot guarantee you that our current business model and strategies will be successful to meet consumers’ expectation
or demand for vehicles on our transaction platform.
We will need to react quickly to meet the changing consumer preferences and buying trends relating to our transaction business. We will also face
competition from other websites and mobile applications engaged in the online automobile transaction business and from traditional dealerships.
Furthermore, we must keep up to date with competitive technology trends, including the use of new or improved technology, creative user interfaces and
other transaction marketing tools, such as paid search and mobile applications among others, which may increase our costs but may not succeed in increasing
sales or attracting consumers. Developing the transaction business may require significant investment in product development, sales and marketing and
working capital, and we may not be able to get the expected return on our investment. As online automobile transaction is a relatively new business model,
we cannot guarantee that the automobile consumers in China will accept our business model. Due to the limited operating history of our transaction business,
we cannot predict that whether consumers, automakers or independent automobile sellers will trust our platform. Also, as we continue to develop our
transaction business, we may need to comply with additional laws and regulations, including any evolving licensing requirements. We may fail to obtain and
continuously maintain permits or licenses that applicable regulators may deem necessary for our operations. Our failure to successfully mitigate these risks
and uncertainties might adversely affect the financial performance of our transaction business, as well as damage our reputation and brand.
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If we are not able to effectively attract consumers, automakers or independent sellers to complete automobile transactions on our platform, the service
fees we receive from our transaction business may be negatively affected. Finally, developing the transaction business may take up our management’s time
and allow them less time to focus on our other businesses. Our transaction business is substantially dependent on the sales level of new vehicles in China,
which is sensitive to changing economic conditions.
Also, the success of our transaction business depends, in part, on third parties and factors over which we have limited control. For example, we rely on
independent automobile sellers and our logistics partners to perform order fulfillments for vehicles sold on our platform. We may not have full control over
the offline order fulfillment procedures, and any dissatisfaction from the consumers might result in customer complaints. We cannot guarantee that such
complaints will be resolved in a satisfactory manner. As a result, our reputation could be harmed, which could adversely affect our business and financial
performance.
If we are unable to grow our auto finance business, we may not be able to achieve our expected business growth and our results of operations may be
adversely affected.
In early 2017, we launched our auto finance business and started to provide services to our cooperative banks and financial institutions by displaying
and marketing their financial products, including financing and financial leasing products, on our platform. We enable our cooperative banks and financial
institutions to present their financial products to users of our websites and mobile applications and to accept users’ auto financing applications. We also
introduced merchant loans offered by our cooperative financial institutions to automobile sellers. In addition, we acquired a Chinese insurance broker,
Shanghai Tianhe Insurance Brokerage Co., Ltd., or Shanghai Tianhe, in September 2017, and started to engage in offline insurance brokerage business in
November 2017. Currently, Shanghai Tianhe primarily engages in offline insurance brokerage business for our users and has launched its online insurance
brokerage business through cooperating with a major insurance company since late 2018, after completing the registration process required for engaging in
online insurance business in the PRC. Shanghai Tianhe has also begun to cooperate closely with automobile dealers and sellers to promote our financial
partners’ insurance products to the automobile buyers.
Since our auto finance business is subject to broad regulation and supervision in the PRC, we may need to handle regulatory inspections during our
ordinary course of business from time to time. We have developed an internal control system relating to compliance matters for auto finance business to
satisfy the applicable PRC regulatory standards. However, as our auto finance business, especially our insurance brokerage business, grows rapidly, we
cannot assure you that the internal control system could always work effectively in tracking and administering the compliance matters relevant to our auto
finance business and we may need to incur increased compliance costs to maintain and upgrade such internal control system effectively. If we cannot satisfy
any of the requirements of competent authorities, we would be exposed to the relevant regulatory risks, which may result in penalties imposed against us. In
addition, although we have an existing large user base, we cannot assure you that the business model of our auto finance business will be attractive to users
and financial partners. Failure to provide satisfactory services on our platform or facilitate financing transactions between our users and financial product
providers would cause an adverse impact on our auto finance business. As a result, we may not be able to achieve our expected business growth and our
results of operations may be adversely affected.
If we fail to attract and retain users and customers, our business and results of operations may be materially and adversely affected.
In order to maintain and strengthen our position as a leading online destination for automobile consumers in China, we must continue to attract and
retain users to our websites and mobile applications, which requires us to continue to provide quality content throughout the automobile ownership life
cycles. We must also innovate and introduce services and applications that enhance user experience. In addition, we must maintain and enhance our brand
recognition among consumers. If we fail to provide high-quality, enriched and customized content, offer a superior user experience or maintain and enhance
our brand recognition, we may not be able to attract and retain users. Also, the user experience we offer to automobile consumers may be negatively affected
by the non-automobile advertisements displayed on our websites and applications. If our user base decreases, our websites and mobile applications may be
rendered less attractive to customers, including automakers and dealers, and our services may become less attractive, which may have a material and adverse
impact on our business, financial condition and results of operations.
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We may not be able to successfully monetize and expand our mobile internet services.
We plan to continue to expand our mobile internet services and explore monetization strategies for our mobile internet services. We have made
significant efforts in recent years to optimize the mobile version of our websites and mobile applications to display our content and develop new mobile
applications to capture a greater number of users that access our services through mobile devices. For example, according to QuestMobile, the combined
number of average daily unique visitors for our mobile websites and primary application amounted to 29.1 million in December 2018, representing an
approximate 10% year-over-year increase. We plan to devote more resources to enhance the functions and user interfaces of our mobile applications.
However, if we are unable to attract and retain a substantial number of mobile device users, or if we do not keep up with our competitors in developing
attractive services that are adapted for such mobile devices, we may fail to capture a significant share of an increasingly important portion of the mobile
internet market for our services or lose existing users. Our limited experience in monetizing our mobile internet services makes it difficult to predict whether
we will succeed in developing mobile applications that appeal to automakers and dealers. Our experience in developing browser-based applications may not
be relevant to developing mobile applications.
We believe an increasing number of sales leads were generated from our mobile applications as evidenced by the significant increase of our advertising
revenue via our mobile platform. However, we cannot guarantee you that monetization strategies for our mobile internet services will continue to be
successful. As our users continue to allocate more time on our mobile services instead of our traditional PC services, mobile monetization has become
increasingly important to our results of operations. Accordingly, if we are unable to successfully implement monetization strategies for our mobile internet
users, our results of operations may be negatively affected.
A limited number of automaker advertisers have accounted for, and are expected to continue to account for, a large portion of our media services
revenues. Failure to maintain or to increase revenues from these advertisers could harm our prospects.
A limited number of automaker advertisers have accounted for, and are expected to continue to account for, a large portion of our media services
revenues. In 2016, 2017 and 2018, 95, 101 and 103 automakers operating in China used our media services, respectively. These automakers include
independent Chinese automakers, joint ventures between Chinese and international automakers and international automakers that sell cars made outside of
China. In 2018, our top five automaker advertisers contributed 22.2% of our media services revenues. We believe that our major future revenue growth will
be focused on deepening our existing commercial relationships with automakers to increase our share of each automaker’s advertising budget. In addition, we
have been prioritizing the direct cooperation with the automaker advertisers on ad placement since 2018. Compared to the indirect cooperation through
advertising agencies, such direct cooperation model requires us to undertake more obligations and may impose extra costs and risks on us, such as the
periodic issuance of advertising reports to the automaker advertisers and a longer payment collection period for advertising fees to be paid by automaker
advertisers. We cannot assure you that our automaker advertisers will continue to be satisfied with our direct cooperation model and strategy as well as our
media services, or our relationships with any of these automaker customers will continue in the future. Failure to issue and provide periodic advertising
reports satisfactory to our automaker customers or failure to reach a mutually amicable agreement with our automaker customers on the collection of
advertising fees may adversely impact our relationships with our automaker customers, which would have a negative impact on our reputation and results of
operations. If we lose one or more of our important automaker customers, or if they materially reduce their purchase of our services, our results of operations
would be materially and adversely affected.
Due to the limited number of automakers operating in China and our revenue concentration attributable to a small number of these companies, any of
the following events, among others, may cause a material decline in our revenue and materially and adversely affect our results of operations and prospects:
•
•
contract reduction, delay or cancellation by one or more significant advertisers and our failure to identify and acquire additional or replacement
advertisers;
dissatisfaction with our advertising services by one or more of our significant advertisers;
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•
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a substantial reduction by one or more of our significant advertisers in the price they are willing to pay for our services; and
financial difficulty of one or more of our significant advertisers who become unable to make timely payment for the advertisements placed on
our websites and mobile applications.
If we are unable to grow our used automobile-related business, we may not be able to achieve our expected business growth and our results of operations
may be adversely affected.
Our che168.com website has been focusing on used automobile information and content since October 2011. We also launched che168.com mobile
application in 2012. Through these platforms, we offer used automobile listing services to used automobile dealers and individual car owners through a user
interface that allows potential used car buyers to identify listings that meet their specific requirements and contact the seller. To further enhance user
experience and optimize our used automobile-related business, in June 2018, we invested in TTP Car Inc., or TTP, a company operating an online bidding
platform for used automobiles.
We may not be able to successfully grow our used automobile-related business. Although the used automobile market in China is growing due to the
increased number of consumer-owned automobiles, there is still significant uncertainty regarding the extent to which our used automobile-related business
may benefit from such growth. We may not be able to source sufficient used automobiles or attract a broad user base to our che168.com website and mobile
application or be successful compared to our competitors. Even if we are able to do so, we may not be able to establish a business model that allows us to
effectively monetize the user traffic. We may not be able to successfully facilitate used car transactions and our services might not be satisfactory to the used
car buyers or sellers. Additionally, customers may not respond well to our new business initiatives as we expect. In such cases, we may suffer negative
publicity and may not be able to achieve our expected business growth and our results of operations may be adversely affected.
Our results of operations will be materially and adversely affected if our services do not gain market acceptance or result in the loss of our current
customer base.
One element of our growth strategy is to expand our services to customers. As a result, we have added additional services in the past few years. To serve
our dealer customers, we had local sales and service representatives covering 192 cities across China as of December 31, 2018. We intend to increase our
penetration in existing dealer advertising and subscription services markets. We have implemented business strategies to further monetize our large dealer
network by enlarging the offering of products and services with new technologies on our dealer digital platform, increasing the average spending of our
existing dealer subscribers and upselling our dealership packages for our leads generation services. In order to increase the average spending of our existing
dealer subscribers, we keep close communications and negotiations with relevant parties such as dealers, dealers group and automakers. However, we may not
succeed in making our customers sufficiently aware of existing and future services or in creating customer acceptance of these services at the prices we would
want to charge, and we cannot guarantee that our pricing strategy and measures will always be agreed and accepted by any and all of our customers. We may
not be able to achieve the market acceptance of our products and services as we expect and thus may fail to achieve an increase from our “share of wallet”
approach. Our existing customers may even terminate their cooperation with us if they are not satisfied with our pricing strategy or measures, which may
subject us to negative publicity and adversely impact our business. Also, we may not identify trends correctly, or may not be able to bring new services to
market as quickly, effectively or price-competitively as our competitors. New services may alienate existing customers or cause us to lose business to our
competitors. If the number of our dealer customers decreases, we will not be able to generate sufficient revenues to cover our increased costs and expenses. As
a result, our business and results of operations may be materially and adversely affected.
Our business depends on strong brand recognition, and failure to maintain or enhance our brands could adversely affect our business and prospects.
Maintaining and enhancing our “Autohome” and “Che168” brands is critical to our business and prospects. We believe that brand recognition will
become increasingly important as the number of internet users in China grows and competition in our industry intensifies. A number of factors could prevent
us from successfully promoting our brands, including user dissatisfaction with the content offered on our websites or mobile applications, negative publicity
involving our business, our management, our relationship with our partners and customers, the failure of our sales and marketing activities, employee
relationship and welfare, regulatory compliance and financial conditions. If we fail to maintain and enhance our brands, or if we incur excessive expenses in
this effort, our business, results of operations and financial condition will be materially and adversely affected.
If we are unable to conduct our marketing activities cost-effectively, our results of operations and financial condition may be materially and adversely
affected.
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We have incurred expenses on a variety of marketing and brand promotion efforts designed to enhance our brand recognition and increase sales of our
products and services. Our marketing and promotional activities may not be well received by customers and may not result in the level of sales of products
and services that we anticipate. We incurred RMB1,536.9 million, RMB1,647.5 million and RMB2,435.2 million (US$354.2 million) in sales and marketing
expenses in 2016, 2017 and 2018, respectively, representing 28.8%, 29.2% and 33.6%, respectively, of total net revenues in the corresponding years.
Marketing approaches and tools in the consumer products market in China are evolving. This further requires us to enhance our marketing approaches and
experiment with new marketing methods to keep pace with industry developments and consumer preferences, which may not be as cost-effective as our
marketing activities in the past and may lead to significantly higher marketing expenses in the future. We conducted various sales and marketing initiatives
to promote our brands through websites, search engines, mobile platforms, navigation sites and traditional media channels, for example, the annual “Singles’
Day” event, the “AR Auto Show” event and TV ad broadcast on China Central Television. We also conducted various offline promotional activities and
cooperated with brands and dealers for promotions in target regions. We may not be able to continue or conduct these activities efficiently, and our
marketing activities may not yield satisfactory results. Failure to refine our existing marketing approaches or to introduce new effective marketing
approaches in a cost-effective manner could impact our net revenues and profitability.
We may not be able to sustain our historical growth.
Our historical growth rates may not be indicative of our future growth, and we may not be able to generate similar growth rates in the future. We have
increased our net revenue since 2016 to RMB7,233.2 million (US$1,052.0 million) in 2018, representing a three-year CAGR of 16.3%. Also, our net income
attributable to Autohome Inc. increased from RMB1,227.9 million in 2016 to RMB2,001.6 million in 2017 and RMB2,871.0 million (US$417.6 million) in
2018, representing a CAGR of 52.9%. Our revenue or profit growth may slow down, or our revenues or profits may decline for any occurrence of possible
reasons, including increasing operating expenses, increasing competition, slow growth of our business development, emergence of alternative business
models, and changes in government policies or general economic conditions. We cannot assure you that we will grow at the same rate as we had in the past. If
our growth rate declines, investors’ perceptions of our business and business prospects may be adversely affected and the market price of our ADSs could
decline.
Inaccuracy in pricing and listing information provided by third parties on our platform may adversely affect our business and financial performance.
Our automobile listings and promotional information are provided and updated by third parties on our platform, including the automakers, dealers,
independent automobile sellers, financial partners and used car sellers. Users interested in particular vehicle models can conveniently search for up-to-date
information on such models without having to visit the local showrooms of relevant dealers or solicit related information from other sources. Although we
have optimized our system to detect pricing inaccuracy and have leveraged our advanced technology and third-party data to improve the accuracy of price
listings and promotional information on our platform, we cannot assure you that these measures are always effective to ensure the accuracy and reliability of
pricing and listing information provided to our users. If such listings and promotional information provided by the third parties on our platform are
frequently inaccurate or not reliable, our users may lose faith in our websites and mobile applications, resulting in reduced user traffic to our websites and
mobile applications and diminished value to advertisers. We may receive more customer complaints, and we may need to allocate more resources in
responding and handling such complaints. We cannot guarantee that such complaints will be resolved in satisfactory outcome. Our reputation could be
harmed, which could adversely affect our business and financial performance.
If we are unable to maintain our relationships with advertising agencies or if we are unable to collect accounts receivable from advertising agencies in a
timely manner, our results of operations and prospects may be materially and adversely affected.
Although we consider automakers and automobile dealers to be our end-customers for our media services and have been prioritizing the direct
cooperation with the automaker advertisers on ad placement since 2018, we are currently selling a substantial portion of our advertising services and
solutions to third-party advertising agencies that represent the automakers and automobile dealers, who could maintain our business relationships with
automakers and automobile dealers. We do not have long-term cooperation agreements or exclusive arrangements with these agencies and they may elect to
direct business to other advertising service providers, including our competitors. If we fail to retain and enhance our business relationships with third-party
advertising agencies, in particular the few ones we frequently transact with, we may suffer from a loss of advertisers and our business, financial condition,
results of operations and prospects may be materially and adversely affected. In our agreements with certain major advertising agencies, we undertake to
provide them with most favored pricing terms. Such most favored pricing terms may hinder our ability to acquire new customers using special pricing terms.
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In addition, we have been relying on third-party advertising agencies for the collection of payment from advertisers and we have been relying on a few
advertising agencies to collect a significant portion of our total account receivables. As a result, the financial soundness of advertising agencies may affect
our collection of accounts receivable. We make a credit assessment of a potential advertising agency to evaluate the collectability of the advertising service
fees before entering into an advertising contract. However, we cannot assure you that we will be able to accurately assess the creditworthiness of each
advertising agency, and any failure of advertising agencies to pay us in a timely manner may adversely affect our liquidity and cash flows. Initiating legal
proceedings against such advertising agencies can be expensive and time-consuming, and could divert our management’s attention and other resources from
our business operations, which could adversely affect our results of operations. Even if we receive a favorable judgment in such legal proceedings, it may still
be challenging and uncertain for us to collect the outstanding payments promptly and in full from the advertising agencies if they are experiencing financial
difficulties.
If online advertising and promotion do not continue to grow in China, our ability to increase revenue and profitability could be materially and adversely
affected.
With the continuous growth of internet usage in China, the internet has become an increasingly important marketing and advertising channel to
China’s automotive industry. Although online advertising and promotion have constituted a significant portion of the overall marketing activities of our
current and potential advertisers and dealer subscribers, if the promotional effect or outcome realized through online advertising and promotion cannot meet
the expectations of advertisers and dealer subscribers or address their needs, our advertisers and dealer subscribers may decrease their spending and efforts on
online advertising and promotion and devote more marketing budgets to traditional print and broadcast media. Our ability to increase revenue and
profitability from online marketing may be adversely impacted by a number of factors, many of which are beyond our control, including:
•
•
•
•
•
•
difficulties associated with developing a larger user base with demographic characteristics attractive to advertisers;
increased competition and potential downward pressure on online advertising prices;
difficulties in acquiring and retaining advertisers or dealer subscribers;
uncertainties and changes in regards to PRC regulations on internet advertisements;
failure to develop an independent and reliable means of verifying online traffic; and
decreased use of the internet or online marketing in China.
If the internet does not become more widely accepted as an effective media platform for advertising and marketing by China’s automotive industry, our
business, financial condition and results of operations could be materially and adversely affected.
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Our business is subject to fluctuations, which makes our results of operations difficult to predict and may cause our quarterly results of operations to fall
short of expectations.
Our quarterly revenues and other operating results have fluctuated in the past and may continue to fluctuate depending upon a number of factors, many
of which are beyond our control. Our business experiences seasonal variations in association with the demand for automobiles in China. For example, the first
quarter of each year generally contributes the lowest portion of our annual net revenues primarily due to a slowdown in business activity around and during
the Chinese New Year holiday, which occurs during the period. Consequently, our results of operations may fluctuate from quarter to quarter. For these
reasons, comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on our historical results as an indication
of our future performance. As each of our business lines may have different seasonality factors and the mix of our revenue source may shift from year to year,
our past performance may not be indicative of future trends.
In addition, because a significant portion of our revenues arising from our media services is attributable to new model promotion campaigns, the timing
of new car releases of our major automaker advertisers can have a significant impact on our results of operations. The timing of such releases, however, is
subject to uncertainty due to various factors, such as automakers’ design or manufacturing issues, marketing conditions and government incentives or
restrictions. These factors may make our results of operations difficult to predict and cause our quarterly results of operations to fall short of expectations.
Problems with our network infrastructure or information technology systems could impair our ability to provide services.
Our ability to provide our users with a high-quality online experience depends on the continuing operation and scalability of our network
infrastructure and information technology systems. Our systems are potentially vulnerable to damage or interruption as a result of earthquakes, floods, fires,
extreme temperatures, power loss, telecommunications failures, technical error, computer viruses, hacking or similar events. We may encounter problems
when upgrading our systems or services and undetected programming errors could adversely affect the performance of the software we use to provide our
services. The development and implementation of software upgrades and other improvements to our internet services is a complex process, and issues not
identified during pre-launch testing of new services may only become evident when such services are made available to our entire user base.
In addition, we rely on content delivery networks, data centers and other network facilities provided by third parties. Any disruption to these network
facilities may result in service interruptions, decreases in connection speed, degradation of our services or the permanent loss of user data and uploaded
content. If we experience frequent or persistent service disruptions, whether caused by failures of our own systems or those of third-party service providers,
our reputation or relationships with our users or advertisers may be damaged and our users and advertisers may switch to our competitors, which may have a
material adverse effect on our business, financial condition and results of operations.
Computer viruses and “hacking” may cause delays or interruptions on our systems and may reduce use of our services and damage our reputation and
brand.
Computer viruses and “hacking” may cause delays or other service interruptions on our systems. “Hacking” involves efforts to gain unauthorized
access to information or systems or to cause intentional malfunctions, loss or corruption of data, including user identity data, software, hardware or other
computer equipment. In addition, the inadvertent transmission of computer viruses could result in significant damage to our hardware and software systems
and databases, disruptions to our business activities, including our e-mail and other communications systems, breaches of security and inadvertent disclosure
of confidential or sensitive information, interruptions in access to our website through the use of “denial of service” or similar attacks and other material
adverse effects on our operations. We have experienced hacking attacks in the past, and although such attacks in the past have not had a material adverse
effect on our operations, there is no assurance that there will be no serious computer viruses or hacking attacks in the future. We may incur significant costs to
protect our systems and equipment against the threat of, and to repair any damage caused by, computer viruses and hacking. Moreover, if a computer virus or
hacking affects our systems and is highly publicized, our reputation and brand could be materially damaged and use of our services may decrease.
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Failure to ensure and protect the confidentiality of personal data could subject us to penalties, negatively impact our reputation and brand and deter
customers and users from using our platform.
Ensuring secured transmission of confidential information through public networks is essential to maintaining the confidence of our customers and
users. Our existing security measures may not be adequate to protect such confidential information. In addition, computer and network systems are
susceptible to breaches by computer hackers. Security breaches could expose us to litigation and potential liability for failing to secure confidential customer
information and could harm our reputation and reduce our ability to attract customers and users. Future security breaches, if any, may result in a material
adverse effect on our business, financial condition and results of operations.
Practices regarding the collection, use, storage, transmission and security of personal information by companies operating over the internet and mobile
platforms have recently come under increased public scrutiny. As China’s internet industry continues to evolve, we believe that it is likely that the PRC
government will strengthen the supervision and regulation on data privacy on the internet. We may become subject to new laws and regulations applying to
the solicitation, collection, processing or use of personal or consumer information that could affect how we store, process and share data with our customers.
We generally comply with industry standards and are subject to the terms of our own privacy policies. Compliance with any additional laws could be
expensive and may place restrictions on the conduct of our business and the manner in which we interact with our customers. Any failure to comply with
applicable regulations could also result in regulatory enforcement actions against us, subject us to negative publicity and significant penalties, including
administrative warnings, confiscation of illegal gains, a fine between one to ten times of the illegal gains, suspension of relevant businesses, close-down of
website or revocation of relevant business permits or business licenses where the circumstances are serious, require us to change our business practices,
increase our operating costs and ultimately cause an adverse effect on our business.
Pursuant to the General Rules of the Civil Law of the PRC, which was promulgated in March 2017 and came into effect in October 2017, the Cyber
Security Law of the PRC, which was promulgated in November 2016 and became effective in June 2017, and the E-commerce Law of the PRC, which was
promulgated in August 2018 and became effective in January 2019, network operators should, in the course of collecting and using personal information,
follow the principles of legitimacy, properness and necessity, disclose their rules with respect to data collection and usage, and clearly indicate the purposes,
means and scope of collecting and using information. Network operators are not allowed to collect personal information which is irrelevant to the services
they provide or to collect or use personal information in violation of laws, regulations and mutual agreements. In addition, network operators should not
divulge, tamper with or damage the personal information they have collected, and should not provide the collected personal information to others without
the consent of the data subject. Also, network operators should adopt technical measures and other necessary measures to ensure the security of the personal
information they have collected and prevent such information from being divulged, damaged or lost. If personal information has been or may be divulged,
damaged or lost, it is necessary to take remedial measures immediately, inform users promptly and report the same to the relevant competent governmental
authorities. See “Item 4. Information on the Company—B. Business Overview—PRC Regulation—Regulations on Internet Privacy.”
Our practices may become inconsistent with new laws or regulations concerning data protection, or the interpretation and application of existing
consumer and data protection laws or regulations, which is often uncertain and in flux. If so, in addition to the possibility of fines, this could result in an order
requiring that we change our practices, which could have an adverse effect on our business and operating results. For example, the European Union General
Data Protection Regulation, or GDPR, which came into effect on May 25, 2018, includes operational requirements for companies that receive or process
personal data of residents of the European Economic Area. The GDPR establishes new requirements applicable to the processing of personal data, affords new
data protection rights to individuals and imposes penalties for serious data breaches. Individuals also have a right to compensation under the GDPR for
financial or non-financial losses. Although we do not conduct any business in the European Economic Area, in the event that residents of the European
Economic Area access our website and input protected information, we may become subject to provisions of the GDPR. Complying with new laws and
regulations could cause us to incur substantial costs or require us to change our business practices in a manner materially adverse to our business.
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Significant capital and other resources may be required to protect against information security breaches or to alleviate problems caused by such
breaches or to comply with our privacy policies or privacy-related legal obligations. The resources required may increase over time as the methods used by
hackers and others engaged in online criminal activities are increasingly sophisticated, well-funded and constantly evolving. Any failure or perceived failure
by us to prevent information security breaches or to comply with privacy policies or privacy-related legal obligations, or any compromise of security that
results in the unauthorized release or transfer of personally identifiable information or other customer data, could cause our customers to lose trust in us and
could expose us to legal claims. Any perception by the public that online transactions or the privacy of user information is becoming increasingly unsafe or
vulnerable to attacks could inhibit the growth of online retail and other online services generally, which may reduce the number of orders we receive.
The continuing and collaborative efforts of our senior management, key employees and highly skilled personnel are crucial to our success, and our
business may be harmed if we were to lose their services.
Our success depends on the continuous efforts and services of our senior management team and other key personnel. If one or more of our executive
officers or other key personnel are unable or unwilling to continue to provide us with their services, we might not be able to replace them within a short
period of time or at all. Our business could be severely disrupted, our financial condition and results of operations could be materially and adversely affected,
and we might incur additional expenses to recruit, train and retain personnel. Our senior management team is crucial to executing our business strategies.
Failure to retain our key management and personnel may create considerable uncertainty on the direction of our future development. If any of our executive
officers joins a competitor or forms a competing company, we may lose customers, know-how and key professionals and staff members. Each of our executive
officers has entered into an employment agreement with us, which contains non-competition provisions. However, if any dispute arises between us and our
executive officers, we may have to incur substantial costs and expenses in order to enforce these agreements in China.
Our performance and future success also depend on our ability to identify, hire, develop, motivate and retain skilled personnel for all areas of our
organization. Competition in the automotive and internet advertising industries and the online automobile transaction industry for qualified employees is
intense, and if competition in these industries further intensifies, it may be more difficult for us to hire, motivate and retain highly skilled personnel. If the
personnel holding key positions at our company are not as qualified as we expect or if we do not succeed in attracting additional highly skilled personnel or
retaining or motivating our existing personnel, we may be unable to grow effectively or at all.
In addition, employee misconduct could expose us to significant legal liability and reputational harm. If any of our employees and management
members engages in improper, illegal or suspicious activities or other misconduct in violation of our ethical policies, regulatory rules or regulations
concerning anti-corruption, bribery and other ethical issues, we could suffer serious harm to our reputation, financial condition, relationships with our
business partners, automakers and dealers and our ability to attract new users and customers. We could even be subject to regulatory sanctions and significant
legal liability.
We may be subject to claims, suits, government investigations, and other proceedings that may result in adverse outcomes.
We may be subject to claims, suits, and government investigations involving competition, intellectual property, privacy, consumer protection, tax,
labor and employment, commercial disputes, advertisements and content placed on our websites and mobile applications, and other matters. Our business
may also face intellectual property infringement claims, as further discussed elsewhere in this annual report, that expose us to the risk of reputation damage.
Such claims, suits, and government investigations are inherently uncertain and their results cannot be predicted with certainty. Regardless of the outcome,
any of these types of legal proceedings can have an adverse impact on us due to the legal costs, diversion of management resources, negative publicity and
other factors involved therein. It is possible that one or more of such proceedings could result in substantial fines and penalties that could adversely affect our
business.
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If we fail to protect our intellectual property rights, our brand and business may suffer.
We rely on a combination of trademark, patent, copyright and trade secret protection laws in the PRC and other jurisdictions, as well as through
confidentiality agreements and other measures, to protect our intellectual property rights. Our major brand names and logos are registered trademarks in
China. Most of our original generated content and professionally generated content available on our websites and mobile applications and proprietary
software are protected by copyright laws. Despite our precautions, third parties may obtain and use our intellectual property without our authorization.
Historically, the legal system and courts of the PRC have not protected intellectual property rights to the same extent as the legal system and courts of the
United States, and companies operating in the PRC continue to face an increased risk of intellectual property infringement. Furthermore, the validity,
application, enforceability and scope of protection of intellectual property rights for many internet-related activities, such as internet commercial methods
patents, are uncertain and still evolving in China and abroad, which may make it more difficult for us to protect our intellectual property. From time to time,
other websites may use our articles, photos or other content without our proper authorization. Although such use has not in the past caused any material
damage to our business, it is possible that there may be misappropriation on a much larger scale with a material adverse impact to our business. If we are
unable to adequately protect our intellectual property rights in the future, our brand and business may suffer.
We may be vulnerable to intellectual property infringement claims brought against us by others.
Internet, technology and media companies are frequently involved in litigation based on allegations of infringement of intellectual property rights,
unfair competition, invasion of privacy, defamation and other violation of other parties’ rights. We have not experienced any material claims on these issues
against us in the past, but as we face increasing competition and as litigation becomes more common in China in resolving commercial disputes, we face a
higher risk of being the subject of intellectual property infringement claims. Also, third parties may submit intellectual property infringement claims against
us to the app stores where our mobile applications are available. In such cases, our mobile applications may be taken down by the relevant app stores until
such claims have been resolved, which could significantly restrict our users from downloading or updating our mobile applications and thus adversely affect
our business and results of operations. In addition, we may be subject to legal proceedings and claims from time to time relating to the intellectual property of
others in the ordinary course of our business. We could also be subject to claims based upon the content that is displayed on our websites, our mobile
platforms or accessible from our websites through links to other websites or information on our websites and mobile applications supplied by third parties.
Intellectual property claims and litigation are expensive and time-consuming to investigate and defend and may divert resources and management attention
from the operation of our websites and mobile applications. Such claims, even if they do not result in liability, may harm our reputation. Any resulting
liability or expenses, or changes required to our websites and mobile applications to reduce the risk of future liability, may have a material adverse effect on
our business, financial condition and results of operations.
We may be subject to liability for advertisements and other content placed on our websites and mobile applications.
The PRC government has adopted regulations governing advertising content as well as internet access and the distribution of information over the
internet. Under PRC advertising laws and regulations, we are obligated to monitor the advertising content shown on our websites and mobile applications to
ensure that such content is true and accurate and in full compliance with applicable laws and regulations. See “Item 4. Information on the Company—B.
Business Overview—PRC Regulation—Regulations on Advertisements.” Under the Administrative Measures for Internet Information Services, which were
promulgated in September 2000 and revised in January 2011, internet content providers and internet publishers are prohibited from posting or displaying
over the internet content that, among other things, compromises national security, harms the dignity or interests of the state, incites ethnic hatred or racial
discrimination, undermines the PRC’s religious policy, disturbs social order, disseminates obscenity or pornography, encourages gambling, violence, murder
or fear, incites the commission of a crime, infringes upon the lawful rights and interests of a third party, or is otherwise prohibited by law or administrative
regulations. Internet service providers are required to conduct verification of identity information of users. If information disseminated by internet users on
their internet accounts or internet chat groups contains information prohibited by laws and regulations, the service providers are obliged to take measures
including issuing warnings to the relevant users, suspending their publication of the inappropriate information or closing their accounts or chat groups. See
“Item 4. Information on the Company—B. Business Overview—PRC Regulation—Regulations on Internet Content Services.” Under the regulations on
online live-streaming services, online live-streaming service providers shall establish platforms for reviewing live-streaming content. Online live-streaming
service providers and online live-streaming publishers that provide internet news information services without permits, or exceeding the scope of their
permits, are subject to punishment. See “Item 4. Information on the Company—B. Business Overview—Regulations on Online Performances and Online
Live-streaming Services.”
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We display both automotive and non-automotive advertisements on our websites and mobile applications. In addition, we allow users to upload
written materials, images, pictures and other content on our websites, mobile applications, including user forums, and also allow users to share and link to
content from other websites through our websites, mobile applications, including user forums. Moreover, we have also added online live-streaming features
on our websites and mobile applications. Failure to identify and prevent illegal or inappropriate content from being displayed on or through our websites and
mobile applications may subject us to liability. We cannot assure you that all of the advertisements and content shown or posted on our websites and mobile
applications adhere to the advertising and internet content laws and regulations, especially given the uncertainty in the interpretation of these PRC laws and
regulations.
If PRC regulatory authorities determine that any advertisements or content displayed on our websites and mobile applications do not adhere to
applicable laws and regulations, they may require us to limit or eliminate the dissemination or availability of such advertisements and other content on our
websites and mobile applications in the form of take-down orders or otherwise. Such regulatory authorities may also impose penalties on us, including fines,
confiscation of advertising income or, in circumstances involving more serious violations by us, the termination of our advertising or internet content
licenses, any of which would materially and adversely affect our business and results of operations.
In addition, we may be subject to claims by consumers asserting that the information on our websites and mobile applications is misleading, and we
may not be able to recover our losses from advertisers. As a result, our business, financial condition and results of operations could be materially and
adversely affected.
We may undertake acquisitions, investments, joint ventures or other alliances, which could prove difficult to integrate, disrupt our business or otherwise
negatively impact our results of operations.
As part of our business strategy, we regularly evaluate potential acquisitions, investments and alliances, including joint ventures, minority equity
investments and strategic investments. These transactions involve numerous risks, including:
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the failure to achieve the expected benefits of the acquisition, investment or alliance;
difficulties in, and the cost of, integrating operations, technologies, services and personnel;
write-offs of investments or acquired assets;
non-performance by, or conflicts of interest with, the parties with whom we enter into investments or alliances;
limited ability to monitor or control the actions of other parties with whom we enter into investments or alliances;
misuse of proprietary information shared in connection with an acquisition, investment or alliance; and
depending on the nature of the acquisition, investment or alliance, exposure to new regulatory risks.
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The realization of any of these risks could materially and adversely affect our business. To the extent any of our directors or officers also invests in a
capacity other than as our director or officer, his or her interest may not be aligned with ours.
In addition, if we finance acquisitions by issuing equity or convertible debt securities, our existing shareholders may be diluted, which could affect the
market price of our ADSs.
Furthermore, we may fail to identify or secure suitable acquisition, investment and other strategic opportunities, or our competitors may capitalize on
such opportunities before we do, which could impair our ability to compete with our competitors and adversely affect our growth prospects and results of
operations.
Any financial or economic crisis, or perceived threat of such a crisis, including a significant decrease in consumer confidence, may materially and
adversely affect our business, financial condition and results of operations.
The global financial markets experienced significant disruptions in 2008 and the United States, European and other economies went into recession.
The recovery from the lows of 2008 and 2009 was uneven and the global financial markets are facing new challenges, including the escalation of the
European sovereign debt crisis since 2011, the hostilities in the Ukraine, the end of quantitative easing by the U.S. Federal Reserve and the economic
slowdown in the Eurozone in 2014. It is unclear whether these challenges will continue to exist and what effects they each may have. There is considerable
uncertainty over the long-term effects of the expansionary monetary and fiscal policies that have been adopted by the central banks and financial authorities
of some of the world’s leading economies, including China’s. Economic conditions in China are sensitive to global economic conditions. Any prolonged
slowdown in China’s economic development might lead to tighter credit markets, increased market volatility, sudden drops in business and consumer
confidence and dramatic changes in business and consumer behaviors. In response to their perceived uncertainty in economic conditions, consumers might
delay, reduce or cancel purchases of automobiles, and our advertisers may also defer, reduce or cancel purchasing our services. To the extent any fluctuations
in the Chinese economy significantly affect automakers’ and dealers’ demand for our services or change their spending habits, our results of operations may
be materially and adversely affected.
Our third-party vendors may raise prices and, as a result, increase our operating expenses.
We rely on third parties for certain essential services such as internet services and we may not have any control over the costs of the services they
provide. The third-party service providers may raise prices, which might not be commercially reasonable to us. If we are forced to seek other providers, there
is no assurance that we will be able to find alternative providers that are willing or able to provide comparable high-quality services and that will not charge
us higher prices for their services. If the prices that we are required to pay to third-party service providers rise significantly, our results of operations could be
adversely affected.
We are a “controlled company” within the meaning of the NYSE corporate governance requirements, which may result in public investors not having as
much protection as they would if we were not a controlled company.
As of March 31, 2019, Yun Chen Capital Cayman, or Yun Chen, a wholly owned subsidiary of Ping An Insurance (Group) Company of China, Ltd., or
Ping An Group, owned 52.2% of the total voting rights in our company, and we are a “controlled company” under Section 303A of the New York Stock
Exchange Listed Company Manual. As a controlled company, we rely on certain exemptions that are available to controlled companies from the NYSE
corporate governance requirements, including the requirements that:
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a majority of our board of directors consists of independent directors;
our compensation committee be composed entirely of independent directors; and
our corporate governance and nominating committee be composed entirely of independent directors.
We are not required to and will not voluntarily meet these requirements. As a result of our use of the “controlled company” exemption, our investors
will not have the same protection as they would if we were not a controlled company.
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In addition, because Ping An Group beneficially owns over 50% of the voting rights in our company, it has decisive influence in determining the
outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations and the sale of all or
substantially all of our assets, election of directors and other significant corporate actions. Without the consent of Ping An Group, we may be prevented from
entering into transactions that could be beneficial to us. The interests of Ping An Group may differ from the interests of our other shareholders. Furthermore,
Ping An Group’s business activities, although not related to our operations, may adversely impact reputation. As Ping An Group is a public company listed
on the Hong Kong Stock Exchange and beneficially controls a majority of our voting rights, Ping An Group may be required to disclose information on us
from time to time, which may subject us to additional costs and efforts in making such disclosures.
We have and expect to continue to have related party transactions with Ping An Group. In 2016, 2017 and 2018, Ping An Group provided us with
services in the amount of RMB21.6 million, RMB55.2 million and RMB88.7 million (US$12.9 million), respectively. In 2017 and 2018, we provided
services to Ping An Group in the amount of RMB21.2 million and RMB473.5 million (US$68.9 million), respectively. The tax authorities may impose
reasonable adjustments on taxation if they have identified any related party transactions that are inconsistent with arm’s length principle. In addition,
although we did not and do not expect to rely upon revenues from Ping An Group, if Ping An Group decides to reduce or even terminate its transactions with
us, our business, financial conditions and results of operations may be adversely affected.
If we fail to maintain an effective system of internal control over financial reporting, our ability to accurately and timely report our financial results or
prevent fraud may be adversely affected, and investor confidence and the market price of our ADSs may be adversely impacted.
The Securities and Exchange Commission, or the SEC, as required by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every
public company to include a management report on the company’s internal control over financial reporting in its annual report, which contains
management’s assessment of the effectiveness of the company’s internal control over financial reporting. Our management has concluded that our internal
control over financial reporting was effective as of December 31, 2018. See “Item 15. Controls and Procedures—Management’s Annual Report on Internal
Control over Financial Reporting.” Our independent registered public accounting firm has issued an attestation report, which has concluded that our internal
control over financial reporting was effective in all material aspects as of December 31, 2018. However, if we fail to maintain effective internal control over
financial reporting in the future, our management and our independent registered public accounting firm may not be able to conclude that we have effective
internal control over financial reporting at a reasonable assurance level. This could in turn result in loss of investor confidence in the reliability of our
financial statements and negatively impact the trading price of our ADSs. Furthermore, we have incurred and anticipate that we will continue to incur
considerable costs, management time and other resources in an effort to comply with Section 404 and other requirements of the Sarbanes-Oxley Act.
We have limited business insurance coverage.
Insurance companies in China currently do not offer as extensive an array of insurance products as insurance companies do in more developed
economies. We do not have any business liability or disruption insurance to cover our operations. We have determined that the costs of insuring for these
risks and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. Any
uninsured occurrence of business disruption may result in our incurring substantial costs and the diversion of resources, which could have an adverse effect
on our results of operations and financial condition.
We face risks related to health epidemics and natural disasters.
We are vulnerable to health epidemics, natural disasters, and other calamities. Any of such occurrences could cause severe disruption to our daily
operations, and may even require a temporary closure of our offices, which may disrupt our business operations and adversely affect our results of operations.
In addition, our results of operations could be adversely affected to the extent that any of these catastrophic events harms the Chinese economy in general.
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Risks Related to Our Corporate Structure
If the PRC government finds that the agreements that establish the structure for operating our services in China do not comply with PRC governmental
restrictions on foreign investment in internet businesses, or if these regulations or the interpretation of existing regulations change in the future, we could
be subject to severe penalties or be forced to relinquish our interests in those operations.
Current PRC laws and regulations place certain restrictions on foreign ownership of companies that provide internet content services in China.
Specifically, foreign ownership of internet service providers or other value-added telecommunication service providers may not exceed 50%. In addition,
according to the Several Opinions on the Introduction of Foreign Investment in the Cultural Industry promulgated by the Ministry of Culture, the State
Administration of Radio, Film and Television, or the SARFT, the General Administration of Press and Publication, or the GAPP, the National Development
and Reform Commission, or the NDRC, and the Ministry of Commerce, or the MOFCOM, in July 2005, foreign investors are prohibited from investing in or
operating “internet cultural activities.” We are a Cayman Islands company and foreign legal person under PRC laws. Accordingly, neither we nor our wholly
foreign-invested PRC subsidiaries are currently eligible to apply for the required licenses for providing internet content services in China.
As such, we conduct our business activities related to internet content services by entering into a series of contractual arrangements with two of our
VIEs in China, namely Beijing Autohome Information Technology Co., Ltd., or Autohome Information, Beijing Shengtuo Hongyuan Information
Technology Co., Ltd., or Shengtuo Hongyuan, and their respective shareholders. In particular, Autohome Information currently holds an ICP license, a
Surveying and Mapping Qualification Certificate for Internet Mapping, an Operating License for the Production and Dissemination of Radio and Television
Programs, an internet Audio/Video Program Transmission License, and an Internet Culture Business Permit. In addition, Autohome Information is the sole
shareholder of Shanghai Tianhe, an insurance brokerage company, which has completed the registration process required for engaging in online insurance
business in the PRC. Shengtuo Hongyuan currently holds an ICP license, a Surveying and Mapping Qualification Certificate for Internet Mapping, an
Operating License for the Production and Dissemination of Radio and Television Programs and is operating the che168.com website and automobile
application-related business.
These two VIEs are currently owned by individual shareholders who are PRC citizens and hold the requisite licenses or permits to operate internet
business in China. We do not have any equity interests in these two VIEs but substantially control their operations and receive the economic benefits through
contractual arrangements. We have been and are expected to continue to be dependent upon these two VIEs and their respective subsidiaries for the above
mentioned business operations. For more information regarding these contractual arrangements, see “Item 7. Major Shareholders and Related Party
Transactions—B. Related Party Transactions—Contractual Arrangements with Our Variable Interest Entities.”
In consideration of the previous restrictions imposed on the shareholders of foreign-invested companies engaging in advertising business, we once
conducted advertising business by entering into a series of contractual arrangements with the other two VIEs in China, namely Guangzhou You Che You Jia
Advertising Co., Ltd., or Guangzhou Advertising, and Shanghai You Che You Jia Advertising Co., Ltd., or Shanghai Advertising, and two subsidiaries of
Autohome Information, Beijing Shengtuo Autohome Advertising Co., Ltd., or Autohome Advertising, and Beijing Shengtuo Chengshi Advertising Co., Ltd.,
or Chengshi Advertising. Since the relevant regulatory environment developed, such restrictions were lifted in 2015. Therefore, in 2015, we completed the
migration of our advertising business from Guangzhou Advertising, Shanghai Advertising and other PRC entities to the PRC subsidiaries of Autohome
Media Limited, or Autohome Media, a Hong Kong advertising and marketing company previously named as Prbrownies Marketing Limited. We have
completed the dissolution and deregistration of Guangzhou Advertising in December 2018. Shanghai Advertising currently is not conducting any business
and is in the process of liquidation and dissolution, which is expected to be completed by the end of 2019.
Based on the advice of our PRC legal counsel, Commerce & Finance Law Offices, the corporate structure of our VIEs and our subsidiaries in China are
in compliance with all existing PRC laws and regulations. However, as there are substantial uncertainties regarding the interpretation and application of PRC
laws and regulations, we cannot assure you that the PRC government would agree that our corporate structure or any of the above contractual arrangements
comply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in the
future. PRC laws and regulations governing the validity of these contractual arrangements are uncertain and the relevant government authorities have broad
discretion in interpreting these laws and regulations.
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If we or any of our current or future VIEs or subsidiaries are found to be in violation of any existing or future PRC laws or regulations, or fail to obtain
or maintain any of the required permits or approvals, the relevant PRC regulatory authorities, including the Ministry of Industry and Information
Technology, or the MIIT, the Cyberspace Administration of China, which regulates internet information services companies, the China Banking and
Insurance Regulatory Commission, or CBIRC, whose predecessor is China Insurance Regulatory Commission, and the China Securities Regulatory
Commission, or the CSRC, would have broad discretion in dealing with such violations, including levying fines, confiscating our income or the income of
Autohome WFOE, Beijing Chezhiying Technology Co., Ltd., or Chezhiying WFOE and the VIEs, revoking the business licenses or operating licenses of
Autohome WFOE, Chezhiying WFOE and the VIEs, shutting down our servers or blocking our websites and mobile applications, discontinuing or placing
restrictions or onerous conditions on our operations, requiring us to undergo a costly and disruptive restructuring, or taking other enforcement actions that
could be harmful to our business.
Any of these actions could cause significant disruption to our business operations and severely damage our reputation, which would in turn materially
and adversely affect our business and results of operations. In addition, if the imposition of any of these penalties causes us to lose the rights to direct the
activities of the VIEs or our right to receive their economic benefits, we would no longer be able to consolidate the VIEs.
Our contractual arrangements with our VIEs may not be as effective in providing operational control as direct ownership.
We have relied and expect to continue to rely on (i) contractual arrangements with Autohome Information and its shareholders and (ii) contractual
arrangements with Shengtuo Hongyuan and its shareholders to operate our business. For a description of these contractual arrangements, see “Item 7. Major
Shareholders and Related Party Transactions—B. Related Party Transactions—Contractual Arrangements with Our Variable Interest Entities.” These
contractual arrangements may not be as effective in providing us with control over our VIEs as direct ownership. If we had direct ownership of these entities,
we would be able to exercise our rights as a shareholder to effect changes in the board of directors, which in turn could effect changes, subject to any
applicable fiduciary obligations, at the management level. However, under the current contractual arrangements, we rely on the performance by these entities
and their shareholders of their contractual obligations to exercise control over our VIEs. Therefore, our contractual arrangements with our VIEs may not be as
effective in ensuring our control over their operations as direct ownership would be.
The shareholders of our VIEs may breach, or cause our VIEs to breach, or refuse to renew, the existing contractual arrangements we have with them and
our VIEs. Any failure by our VIEs or their shareholders to perform their obligations under our contractual arrangements with them would have a material
adverse effect on our business and financial condition.
The shareholders of our VIEs may breach, or cause our VIEs to breach, or refuse to renew, the existing contractual arrangements we have with them and
our VIEs. If our VIEs or their shareholders fail to perform their obligations under the contractual arrangements, we may have to incur substantial costs and
expend resources to enforce our rights under the contracts. We may have to rely on legal remedies under PRC law, including seeking specific performance or
injunctive relief and claiming damages, which may not be effective. For example, if the shareholders of Autohome Information and Shengtuo Hongyuan were
to refuse to transfer their equity interests in those companies to us or our designee when we exercise the call option pursuant to these contractual
arrangements, if they transfer the equity interests to other persons against our interests, or if they were otherwise to act in bad faith toward us, then we may
have to take legal actions to compel them to perform their contractual obligations.
All of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC. Accordingly,
these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal
system in the PRC is not as developed as in other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our
ability to enforce these contractual arrangements. Under PRC law, rulings by arbitrators are final, parties cannot appeal the arbitration results in courts, and
the prevailing parties may only enforce the arbitration awards in PRC courts through arbitration award recognition proceedings, which would incur
additional expenses and delay. In the event we are unable to enforce these contractual arrangements, we may not be able to exert effective control over our
VIEs, and our ability to conduct our business may be negatively affected.
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The contractual arrangements among our subsidiaries and our VIEs may be subject to scrutiny by the PRC tax authorities and a finding that we or our
VIEs owe additional taxes could substantially reduce our consolidated net income and the value of your investment.
Under PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities
within ten years after the taxable year when the transactions are conducted. We could face material and adverse tax consequences if the PRC tax authorities
determine that the contractual arrangements among Autohome WFOE, Chezhiying WFOE, our VIEs and the shareholders of our VIEs do not represent arm’s
length prices and consequently adjust Autohome WFOE and Chezhiying WFOE’s or our VIEs’ income in the form of a transfer pricing adjustment. A transfer
pricing adjustment could, among other things, result in a reduction, for PRC tax purposes, of expense deductions recorded by our VIEs, which could in turn
increase their tax liabilities. In addition, the PRC tax authorities may impose late payment fees and other penalties on Autohome WFOE, Chezhiying WFOE
or our VIEs for any unpaid taxes. Our consolidated net income may be materially and adversely affected if Autohome WFOE and Chezhiying WFOE or our
VIEs’ tax liabilities increase or if they are subject to late payment fees or other penalties.
The interests of the individual nominee shareholders of our VIEs may be different from our interests, which may materially and adversely affect our
business.
The individual nominee shareholders of Shanghai Advertising, Autohome Information and Shengtuo Hongyuan are Min Lu, the chairman of our board
of directors and our chief executive officer, and Haiyun Lei, an employee of the affiliate of Yun Chen who has been working with Ping An Group and its
affiliates for more than 20 years. They each hold 50% of the equity interests in Shanghai Advertising, Autohome Information and Shengtuo Hongyuan. Each
of these two individuals is a PRC citizen. The interests of the individual nominee shareholders of our VIEs may be different to our interest. For example, the
individual nominee shareholders of our consolidated affiliated entities do not have a significant equity stake in our company. These shareholders may
breach, or cause our VIEs to breach, or refuse to renew, the existing contractual arrangements we have with them and our VIEs, which would have a material
and adverse effect on our ability to effectively control our VIEs and receive substantially all the economic benefits from them. For example, the shareholders
may be able to cause our agreements with our VIEs to be performed in a manner adverse to us by, among other things, failing to remit payments due under the
contractual arrangements to us on a timely basis. We cannot assure you that when a conflict of interest arises, any or all of these shareholders will act in the
best interests of our company or such conflict will be resolved in our favor.
Currently, we do not have any arrangements to address any potential difference of interests between these individual nominee shareholders and our
company. We rely on these individuals to comply with the laws of China, which protect contracts, provide that directors and executive officers owe a duty of
loyalty and a duty of diligence to our company and require them to avoid conflicts of interest and not to take advantage of their positions for personal gain.
We also rely on Mr. Min Lu, the chairman of our board of directors and our chief executive officer, to abide by the laws of the Cayman Islands, which provide
that directors owe a duty of care to our company. However, the legal frameworks of China and the Cayman Islands do not provide guidance on resolving
conflicts in the event of a conflict with another corporate governance regime. If we cannot resolve any difference of interests or dispute between us and the
shareholders of our VIEs, we would have to rely on legal proceedings, which could result in disruption of our business and subject us to substantial
uncertainty as to the outcome of any such legal proceedings.
We may rely to a significant extent on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing
requirements we may have. Any limitation on the ability of our PRC subsidiaries to pay dividends to us could have a material adverse effect on our ability
to conduct our business.
We are a holding company and conduct all of our business through our operating subsidiaries. We may rely to a significant extent on dividends and
other distributions on equity to be paid by our wholly owned PRC subsidiaries for our cash and financing requirements, including the funds necessary to pay
dividends and other cash distributions to our shareholders and service any debt we may incur. If our PRC subsidiaries incur debt on their own behalf in the
future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us.
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Under PRC laws and regulations, our PRC subsidiaries, as wholly foreign-owned enterprises in the PRC, may pay dividends only out of their
accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, wholly foreign-owned enterprises are required
to set aside at least 10% of their accumulated after-tax profits, if any, each year to fund certain statutory reserve funds, until the aggregate amount of such
funds reach 50% of their registered capital. These statutory reserve funds are not distributable as cash dividends.
Any limitation on the ability of our PRC subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our
ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.
PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion may
restrict or prevent us from using the proceeds of our equity offerings to make loans to our PRC subsidiaries and VIEs or to make additional capital
contributions to our PRC subsidiaries, which may materially and adversely affect our liquidity and our ability to fund and expand our business.
We are an offshore holding company conducting our operations in China through our PRC subsidiaries and VIEs. We may make loans to our PRC
subsidiaries and VIEs, or we may make additional capital contributions to our PRC subsidiaries. Any loans by us to our PRC subsidiaries, which are treated as
foreign-invested enterprises under PRC law, are subject to PRC regulations and foreign exchange loan registrations. For example, loans by us to our PRC
subsidiaries to finance its activities cannot exceed statutory limits and must be registered with the competent local counterpart of the State Administration of
Foreign Exchange, or SAFE. We may also decide to finance our PRC subsidiaries by means of capital contributions. These capital contributions must be filed
with the MOFCOM or its local counterpart. Due to the restrictions imposed on loans in foreign currencies extended to any PRC domestic companies, we are
not likely to make such loans to our VIEs, which are PRC domestic companies. Further, we are not likely to finance the activities of our VIEs by means of
capital contributions due to regulatory restrictions relating to foreign investment in PRC domestic enterprises engaged in internet content services.
Pursuant to both of SAFE Circular 19 and SAFE Circular 16 promulgated in March 2015 and June 2016, respectively, foreign-invested enterprises may
either continue to follow the current payment-based foreign currency settlement system or choose to follow the “conversion-at-will” system for foreign
currency settlement. SAFE Circular 19 and SAFE Circular 16, therefore, have substantially lifted the restrictions on the usage by a foreign-invested enterprise
of its Renminbi registered capital, foreign debt and repatriated funds raised through overseas listing converted from foreign currencies. According to SAFE
Circular 19 and SAFE Circular 16, such Renminbi capital, foreign debt and repatriated funds raised through overseas listing may be used at the discretion of
the foreign-invested enterprise and SAFE will eliminate the prior approval requirement and only examine the authenticity of the declared usage afterwards.
Nevertheless, it is still not clear whether foreign-invested enterprises like our PRC subsidiaries are allowed to extend intercompany loans to our VIEs. In
addition, as SAFE Circular 19 and SAFE Circular 16 were promulgated recently, there remain substantial uncertainties with respect to the interpretation and
implementation of these circulars by relevant authorities. See “Item 4. Information on the Company—B. Business Overview—PRC Regulation—Regulations
on Foreign Exchange.”
In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we
cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if
at all, with respect to future loans by us to our PRC subsidiaries or with respect to future capital contributions by us to our PRC subsidiaries. If we fail to
complete such registrations or obtain such approvals, our ability to use the proceeds we received from our equity offerings and to capitalize or otherwise fund
our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.
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If our PRC subsidiaries or VIEs become the subject of a bankruptcy or liquidation proceeding, we may lose the ability to use and enjoy some of our key
assets, which could reduce the size of our operations and materially and adversely affect our business, our ability to generate revenues and the market
price of our ADSs.
As our previous VIE, Guangzhou Advertising, and current VIE, Shanghai Advertising, have no longer operated any business since 2017, we have
completed the dissolution and deregistration of Guangzhou Advertising and are currently undertaking the relevant PRC governmental procedures to
liquidate, dissolve and de-register Shanghai Advertising. As of the date of this annual report, we conduct our business mostly through our PRC subsidiaries
and the other two operating VIEs, namely, Autohome Information and Shengtuo Hongyuan, which hold operating permits and licenses and some of the key
assets that are important to the operation of our business. We expect to continue to be dependent on these operating VIEs to operate our business related to
internet content services in China. If the above-mentioned operating VIEs go bankrupt and all or part of their assets become subject to liens or rights of third-
party creditors, we may be unable to continue some or all of our business activities, which would materially and adversely affect our business, financial
condition and results of operations. If such VIEs undergo a voluntary or involuntary liquidation proceeding, their equity holders or unrelated third-party
creditors may claim rights to some or all of these assets, thereby hindering our ability to operate our business, which would materially and adversely affect
our business, our ability to generate revenues and the market price of our ADSs.
We are subject to changing laws and regulations regarding regulatory matters, corporate governance and public disclosure that may increase both our
costs and the risk of non-compliance.
We are subject to rules and regulations by various governmental and self-regulatory organizations at various levels of the governing bodies, including,
for example, the SEC and financial market exchange entities, which are charged with the protection of investors and the oversight of companies whose
securities are publicly traded, and various regulary authorities in China, the Cayman Islands and the British Virgin Islands, and to new and evolving
regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to
result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance
activities.
Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as
new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by
ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be
subject to penalty and our business may be harmed.
Risks Related to Doing Business in China
Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations.
The majority of our assets and operations are located in China. Accordingly, our business, financial condition, results of operations and prospects may
be influenced to a significant degree by political, economic and social conditions in China generally and by continued economic growth in China as a
whole.
The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level
of development, growth rate, control of foreign exchange and allocation of resources. Although the Chinese government has implemented measures since the
late 1970s emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of
improved corporate governance in business enterprises, a substantial portion of productive assets in China are still owned by the Chinese government. In
addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese
government also exercises significant control over China’s economic growth through allocating resources, controlling payment of foreign currency-
denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.
While the Chinese economy has experienced significant growth over the past decades, the growth has been uneven, both geographically and among
various sectors of the economy, and the rate of growth has been slowing. The Chinese government has implemented various measures to encourage economic
growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For
example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax
regulations. In addition, in the past the Chinese government has implemented certain measures, including interest rate increases, to control the pace of
economic growth. These measures may cause decreased economic activity in China, which may adversely affect our business and operating results.
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Uncertainties with respect to the PRC legal system could adversely affect us.
We conduct our business primarily through our PRC subsidiaries and VIEs in China. Our operations in China are governed by PRC laws and
regulations. Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us. In
1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect
of legislation over the past several decades has significantly enhanced the protections afforded to various forms of foreign investments in China. However,
China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic
activities in China. In particular, because these laws and regulations are relatively new, and because of the limited volume of published decisions and their
nonbinding nature, the interpretation and enforcement of these laws and regulations involve uncertainties. Since PRC administrative and court authorities
have significant discretion in interpreting and implementing statutory and contractual terms, it may be difficult to evaluate the outcome of administrative
and court proceedings and the level of legal protection we enjoy. Furthermore, the PRC legal system is based in part on government policies and internal
rules, some of which are not published on a timely basis or at all, which may have a retroactive effect. As a result, we may not be aware of our violation of
these policies and rules until sometime after the violation. In addition, any administrative and court proceedings in China may be protracted, resulting in
substantial costs and diversion of resources and management attention.
Substantial uncertainties exist with respect to the interpretation and implementation of the PRC Foreign Investment Law and how it may impact the
viability of our current corporate structure, corporate governance and business operations.
In December 2018, the National People’s Congress of the PRC published a draft of the proposed Foreign Investment Law for soliciting public
comments. In March 2019, the Foreign Investment Law was enacted by the National People’s Congress and it will become effective in January 2020. Upon its
enactment, it will replace the trio of existing laws regulating foreign investment in China, namely, the Sino-foreign Equity Joint Venture Enterprise Law, the
Sino-foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-invested Enterprise Law, together with their implementation rules and
ancillary regulations. The Foreign Investment Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line
with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic investments.
The VIE structure has been adopted by many PRC-based companies, including us, to obtain necessary licenses and permits in the industries that are
currently subject to foreign investment restrictions in China. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions
—Contractual Arrangements with Our Variable Interest Entities” and “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure
—If the PRC government finds that the agreements that establish the structure for operating our services in China do not comply with PRC governmental
restrictions on foreign investment in internet businesses, or if these regulations or the interpretation of existing regulations change in the future, we could be
subject to severe penalties or be forced to relinquish our interests in those operations.” Although the Foreign Investment Law does not explicitly classify
“contractual arrangements” as a form of foreign investment, it contains a catch-all provision under the definition of “foreign investment” which includes
investments made by foreign investors through means stipulated in laws or administrative regulations or other methods prescribed by the State Council.
Therefore, it still reserves certain leeway for future legislation by the Stale Council to provide “contractual arrangements” as a form of foreign investment, in
which case it will be uncertain as to whether our contractual arrangements with our VIEs will be deemed to be in violation of the market access requirements
for foreign investments under the PRC laws and regulations, such as the foreign investment restrictions set forth in the Catalogue for the Guidance of Foreign
Investment Industries, or the Catalogue, issued by the NDRC and the MOFCOM in March 2015 and revised in June 2017 and the Special Administrative
Measures for Foreign Investment Access, or the Negative List, issued by the MOFCOM in July 2018. According to the Catalogue and the Negative List, the
provision of internet content services, which we conduct through our VIEs, is subject to foreign investment restrictions. Therefore, such foreign investment
restrictions will be inevitably imposed on our VIEs if our contractual arrangements with our VIEs are further defined or regarded as a form of foreign
investment by any future provisions stipulated in laws or administrative regulations or other methods prescribed by the State Council. In addition, if future
laws, administrative regulations or provisions prescribed by the State Council mandate further actions to be taken by companies with respect to existing
contractual arrangements, we may face substantial uncertainties as to whether we could complete such actions in a timely manner, or at all, and our business
and financial condition may be materially and adversely affected. Given the foregoing, uncertainties still exist in relation to the interpretation and
implementation of the Foreign Investment Law, which may result in adverse impact on our current corporate structure.
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If our contractual arrangements with our VIEs are defined or regarded as a form of foreign investment in the future, our corporate governance practice
may be impacted and our compliance costs may increase. For instance, the Foreign Investment Law requires foreign investors or foreign-funded enterprises to
submit the investment information to competent governmental authorities for review. Although the contents and scope of such information shall be
determined under the principle of necessity and the information that can be obtained through interdepartmental information sharing will not be required to
be resubmitted, foreign investors or foreign-funded enterprises which fail to report their investment information as requested will be required to take
corrective measures or be subject to fines. Moreover, the Foreign Investment Law provides that a security examination mechanism will be established to
examine any foreign investment activity that affects or may affect national security. The decision made upon the security examination may impact the
operations of the foreign-funded enterprises.
We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet business and companies.
The PRC government extensively regulates the internet industry, including foreign ownership of, and the licensing and permit requirements pertaining
to, companies in the internet industry. These internet-related laws and regulations are relatively new and evolving, and their interpretation and enforcement
involve significant uncertainties. As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be
violations of applicable laws and regulations. Issues, risks and uncertainties relating to the PRC government regulation of the internet industry include, but
are not limited to, the following:
•
•
We only have contractual control over our websites and mobile applications. We do not own the websites or the mobile applications due to the
restriction on foreign investment in businesses providing value-added telecommunication services in China, which include internet content
provision services.
There are uncertainties relating to the regulation of the internet industry in China, including evolving licensing requirements. This means that
permits, licenses or operations at some of our subsidiaries and VIEs may be subject to challenge, or we may fail to obtain permits or licenses that
applicable regulators may deem necessary for our operations, or we may not be able to obtain or renew permits or licenses. For example, both
Autohome Information and Shengtuo Hongyuan may be required to obtain additional licenses, including internet publishing licenses and
internet news information service licenses, if the release of articles and information on the mobile applications and the websites
autohome.com.cn and che168.com is deemed by the PRC regulatory authorities as being provision of internet publishing service, internet news
information service. See “Item 4. Information on the Company—B. Business Overview—PRC Regulation—Regulations on Internet Publishing”
and “Item 4. Information on the Company—B. Business Overview—PRC Regulation—Regulations on Internet News Information Service” for
additional details.
•
The evolving PRC regulatory system for the internet industry may lead to the establishment of new regulatory agencies. For example, the
Cyberspace Administration of China was established in 2014, as the central Internet censorship, oversight and control agency for the PRC.
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•
•
New laws and regulations may be promulgated to regulate internet activities, including online advertising businesses and online auto finance
businesses. As such, additional licenses may be required for our operations. If our operations do not comply with these new regulations at the
time they become effective, or if we fail to obtain any licenses required under these new laws and regulations, we could be subject to penalties.
New government policies and internal rules relating to the regulations on internet activities may negatively affect our user traffic growth. For
example, the E-commerce Law, which took effect on January 1, 2019, provides that the character “advertisement” should be noticeably marked
on the commodities or services ranked under competitive bidding. Complying with such requirements may negatively affect the growth rate of
user traffic on our websites and mobile applications. The promulgation of laws and regulations relating to the internet activities may further
impair our user traffic growth.
On July 13, 2006, the MIIT, the predecessor of which was the Ministry of Information Industry, issued the Notice of the Ministry of Information
Industry on Intensifying the Administration of Foreign Investment in Value-added Telecommunications Services. This notice prohibits domestic
telecommunication service providers from leasing, transferring or selling telecommunications business operating licenses to any foreign investor in any form,
or providing any resources, sites or facilities to any foreign investor for their illegal operation of a telecommunications business in China. According to this
notice, either the holder of a value-added telecommunication services operation permit or its shareholders must directly own the domain names and
trademarks used by such license holders in their provision of value-added telecommunication services. The notice also requires each license holder to have
the necessary facilities, including servers, for its approved business operations and to maintain such facilities in the regions covered by its license. Currently,
Autohome Information and Shengtuo Hongyuan, two of our VIEs, own the related domain names and trademarks and hold the internet content provider
licenses, or ICP licenses, necessary to conduct our operations for websites and mobile applications in China.
The interpretation and application of existing PRC laws, regulations and policies and possible new laws, regulations or policies relating to the internet
industry have created substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of,
internet businesses in China, including our business. We cannot assure you that we will be able to maintain our existing licenses or obtain any new licenses if
required by any new laws or regulations. There are also risks that we may be found to violate existing or future laws and regulations given the uncertainty and
complexity of China’s regulation of the internet industry. If we or our VIEs fail to obtain or maintain any of the required assets, licenses or approvals, our
continued business operations in the internet industry may subject us to various penalties, including the confiscation of illegal net revenues, fines and the
discontinuation or restriction of our operations, any of which would materially and adversely affect our business and results of operations.
There are substantial uncertainties with respect to the interpretation and implementation of the E-commerce Law and how it may impact our business
operations.
On August 31, 2018, the Standing Committee of the National People’s Congress of China issued the E-commerce Law, which came into effect on
January 1, 2019. Pursuant to the E-commerce Law, operators of e-commerce platforms shall verify and register the basic information of e-commerce operators
on their platforms, including the identity, address, contact and administrative license, and establish archives with regular updates for such information. It
further provides that operators of e-commerce platforms shall submit information on the identification of e-commerce operators to department for market
regulation, and submit e-commerce operators’ identification information and other information relating to tax payment to tax authority. Additionally,
operators of e-commerce platforms shall record and save information released on their platform about commodities and services, and report to competent
authorities, if such information show that e-commerce operators have failed to obtain the administrative license when they are subject to the relevant
administrative approval, or commodities sold or services offered by e-commerce operators are found to be in violation of certain requirements to safeguard
personal safety, property security and the requirements on environmental protection, or to be prohibited by laws and administrative regulations. The
E-commerce Law establishes obligations to protect consumers for operators of e-commerce platforms, such as obligations to protect consumers’ personal
information and record information of deals concluded on their platforms, obligations to refund guarantee deposits to consumers in a timely manner and
obligations to noticeably label commodities or services ranked under competitive bidding with the word “Advertisement”. E-commerce operators shall not
conduct false or misleading commercial publicity by fabricating transactions, making up user reviews or any other means, to cheat or mislead consumers.
E-commerce platform operators shall not delete consumers’ ratings of commodities sold or services provided on the platform.
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We have carried out compliance work in accordance with these regulatory requirements. However, in consideration that the current year is the first year
since the E-commerce Law became effective, there are substantial uncertainties with respect to the interpretation and implementation of the E-commerce Law
and how it may impact our business operations. We cannot guarantee that the compliance measures we have taken are fully consistent with the interpretation
of regulators, and there is a risk that the company will be punished by those regulators because of any non-compliance activities.
The implementation of the Cyber Security Law may result in our substantial costs and diversion of resources and management attention.
On July 1, 2015, the Standing Committee of the National People’s Congress of China issued the National Security Law, which came into effect on the
same day. The National Security Law provides that the state shall safeguard sovereignty, security and development interests of cyberspace in the state, and
the state shall establish a national security review and supervision system to review foreign investment, key technologies, internet and information
technology products and services and other important activities that are likely to impact the national security of China.
The Cyber Security Law, which was issued by the Standing Committee of the National People’s Congress of China and became effective on June 1,
2017, is the first Chinese law that focuses exclusively on cyber security. The Cyber Security Law sets high requirements for the operational security of
facilities deemed to be part of PRC’s “key information infrastructure facilities,” and includes the integration of national security examinations under certain
circumstances. Pursuant to the Cyber Security Law, the State shall, based on the classified protection system for cyber security, focus on protecting both the
key information infrastructure used for public communications and information service, energy, transport, water conservancy, finance, public services,
e-government affairs and other important industries and fields and other key information infrastructure that will result in serious damage to the national
security, national economy and people’s livelihood and public interests once destroyed. The Cyber Security Law provides that key information infrastructure
facilities operators must set up specialized internal security management divisions and assign appropriate person(s) responsible for security management.
Additionally, these operators must conduct background checks on the person(s) responsible for security management and on personnel in critical positions. It
further provides that when operators of key information infrastructure facilities purchase network products or services that may affect or involve national
security, the operator must pass a security examination jointly arranged by the national network and information authority and the relevant government
departments and the national security examination process under the National Security Law will be triggered. The operators of key information infrastructure
facilities must store important data collected and generated, including citizens’ personal information, exclusively within the territory of the People’s
Republic of China. The Cyber Security Law also sets increasingly more stringent requirements for network operators. The Cyber Security Law establishes
censorship duties for network operators, including digital information distribution service providers and application software download service providers.
When these operators notice a prohibited publication, or the transmission of illicit information, they must promptly stop transmitting the information and
take measures necessary to prevent the spread of that information. Operators must maintain a record of these incidents when they occur and report them to the
competent authorities. The Cyber Security Law provides relevant subjects with solid legal authorities who are empowered to take measures to cut off any
transmission(s) of prohibited information on communication networks. Upon finding prohibited information, those authorities will require that the network
operators stop the transmission and take the necessary measures to remove any prohibited content. Where the above prohibited information comes from
outside the territory of China, these authorities may request that all related institutions to take necessary measures to stop the flow of prohibited information.
There were no new detailed rules issued or becoming effective in 2018. The uncertainties regarding the implementation of the Cyber Security Law may
increase the costs for us to comply with it, which may also divert our resources and management attention.
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Fluctuations in exchange rates may have a material adverse effect on your investment.
Substantially all of our revenues and costs are denominated in RMB. The conversion of RMB into foreign currencies, including U.S. dollars, is based
on rates set by the People’s Bank of China. In July 2005, the PRC government changed its decades-old policy of pegging the value of the RMB to the U.S.
dollar, and the RMB appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June 2010, this appreciation
halted and the exchange rate between the RMB and the U.S. dollar remained within a narrow band. Since June 2010, the RMB has fluctuated against the U.S.
dollar, at times significantly and unpredictably. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate
between the RMB and the U.S. dollar in the future. On November 30, 2015, the Executive Board of the International Monetary Fund (IMF) completed the
regular five-year review of the basket of currencies that make up the Special Drawing Right, or the SDR, and decided that with effect from October 1, 2016,
RMB is determined to be a freely usable currency and will be included in the SDR basket as a fifth currency, along with the U.S. dollar, the Euro, the Japanese
yen and the British pound. In the fourth quarter of 2016, the RMB has depreciated significantly in the backdrop of a surging U.S. dollar and persistent capital
outflows of China. This depreciation halted in 2017, and the RMB appreciated approximately 7% against the U.S. dollar during this one-year period. Since
February 2018, the RMB has depreciated significantly, over 8% against the U.S. dollar. With the development of the foreign exchange market and progress
towards interest rate liberalization and RMB internationalization, the PRC government may in the future announce further changes to the exchange rate
system, and we cannot assure you that the RMB will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It is difficult to
predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future.
Significant revaluation of the RMB may have a material and adverse effect on your investment. To the extent that we need to convert U.S. dollars into
RMB for capital expenditures and working capital and other business purposes, appreciation of the RMB against the U.S. dollar would have an adverse effect
on the RMB amount we would receive from the conversion. Conversely, if we decide to convert RMB into U.S. dollars for the purpose of making payments
for dividends on our ordinary shares or ADSs, strategic acquisitions or investments or other business purposes, appreciation of the U.S. dollar against the
RMB would have a negative effect on the U.S. dollar amount available to us. In addition, a significant depreciation of the RMB against the U.S. dollar may
significantly reduce the U.S. dollar equivalent of our earnings, which in turn could adversely affect the price of our ADSs.
Very limited hedging options are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any
hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the
future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or to hedge our exposure
at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign
currency. As a result, fluctuations in exchange rates may have a material adverse effect on your investment.
Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.
The PRC government imposes controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency out of
China. We receive substantially all of our revenues in RMB. Under existing PRC foreign exchange regulations, payments of current account items, including
profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior SAFE
approval by complying with certain procedural requirements. Therefore, our PRC subsidiaries are able to pay dividends in foreign currencies to us without
prior approval from SAFE. However, approval from or registration with appropriate government authorities is required where RMB is to be converted into
foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government
may also at its discretion restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents us
from obtaining sufficient foreign currency to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our
shareholders, including holders of our ADSs.
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Certain regulations in the PRC may make it more difficult for us to pursue growth through acquisitions.
Among other things, certain regulations and rules concerning mergers and acquisitions established additional procedures and requirements that could
make merger and acquisition activities by foreign investors more time-consuming and complex. For example, these regulations require that the MOFCOM be
notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise or a foreign company with
substantial PRC operations, if certain thresholds under the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings, issued by the
State Council on August 3, 2008 and amended on September 18, 2018, are triggered. According to the Implementing Rules Concerning Security Review on
Mergers and Acquisitions by Foreign Investors of Domestic Enterprises issued by the MOFCOM in August 2011, mergers and acquisitions by foreign
investors involved in an industry related to national security are subject to strict review by the MOFCOM. These rules also prohibit any transactions
attempting to bypass such security review, including by controlling entities through contractual arrangements. We believe that our business is not in an
industry related to national security. However, we cannot preclude the possibility that the MOFCOM or other government agencies may publish
interpretations contrary to our understanding or broaden the scope of such security review in the future. We may elect to grow our business in the future in
part by directly acquiring, or investing in, complementary businesses in China. Complying with the requirements of these regulations to complete such
transactions could be time-consuming, and any required approval processes, including obtaining approval from the MOFCOM, may delay or inhibit our
ability to complete such transactions.
Failure to comply with PRC regulations regarding the registration requirements for employee share ownership plans or share option plans may subject the
PRC plan participants or us to fines and other legal or administrative sanctions.
In December 2006, the People’s Bank of China, or PBOC, promulgated the Administrative Measures of Foreign Exchange Matters for Individuals,
which sets forth the respective requirements for foreign exchange transactions by individuals (both PRC and non-PRC citizens) under either the current
account or the capital account. In January 2007, SAFE issued relevant implementing rules which were further revised by SAFE Circular 13 in 2016, that
specified approval requirements for certain capital account transactions such as a PRC citizen’s participation in the employee stock incentive plans or share
option plans of an overseas publicly listed company. In February 2012, SAFE promulgated the Notice on the Administration of Foreign Exchange Matters for
Domestic Individuals Participating in the Stock Incentive Plans of Overseas Listed Companies, or the Stock Option Notice. The Stock Option Notice
supersedes the requirements and procedures for the registration of PRC resident individuals’ participation in stock incentive plans set forth by certain rules
promulgated by SAFE in March 2007. Under these measures, PRC resident individuals who participate in an employee stock incentive plan or a share option
plan in an overseas publicly listed company are required to register with SAFE and complete certain other procedures. A PRC domestic qualified agent
appointed through the PRC subsidiaries of such overseas listed company must file applications on behalf of such PRC resident individuals with SAFE or its
local counterpart to obtain approval for an annual allowance with respect to the foreign exchange in connection with stock holding or share option exercises.
With the approval from SAFE or its local counterpart, the PRC domestic qualified agent must open a special foreign exchange account at a PRC domestic
bank to hold the funds required in connection with the stock purchase or option exercise, payment received upon sales of shares, dividends issued on the
stock and any other income or expenditures approved by SAFE or its local counterpart. We and our PRC resident employees who participate in our share
incentive plans are subject to these regulations as we are an overseas listed company. We have made registration with the local counterparts of SAFE for our
PRC resident employees who participate in our share incentive plans as required under the Stock Option notice and relevant rules. If we or our PRC plan
participants fail to comply with these regulations, we or our PRC plan participants may be subject to fines and other legal or administrative sanctions. See
“Item 4. Information on the Company—B. Business Overview—PRC Regulation—Regulations on Employee Stock Options Plans.”
We face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.
On February 3, 2015, the State Administration of Taxation, or the SAT, issued SAT Notice 7, which was amended in December 2017, to supersede the
existing tax rules in relation to the indirect transfer of assets by non-PRC resident enterprises. SAT Notice 7 introduces a more sophisticated anti-avoidance
guidance. SAT Notice 7 extends its tax jurisdiction to capture not only indirect transfer but also transactions involving transfer of movable and immovable
property in China of a foreign company through the offshore transfer of a foreign intermediate holding company. According to SAT Notice 7, if a
non-resident enterprise indirectly transfers PRC taxable properties through an arrangement without reasonable commercial purpose but to avoid PRC
Corporate Income Tax, the indirect transfer shall be re-characterized and treated as a direct transfer of PRC taxable properties. SAT Notice 7 also interprets the
term “transfer of the equity interests in a foreign intermediate holding company” broadly. In addition, SAT Notice 7 provides clearer criteria on how to assess
reasonable commercial purposes and introduces safe harbor scenarios applicable to the public trading of shares in a listed company holding taxable PRC
assets and indirect transfers resulting from a corporate restructuring.
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Further, SAT Notice 7 adopts a voluntary reporting regime. Both the foreign transferor and the transferee, and the PRC tax resident enterprise whose
equity interests being transferred may voluntarily report the transfer by submitting the documents required in SAT Notice 7. In addition to the voluntary
reporting, SAT Notice 7 empowers the Chinese tax authorities to require various documents from the parties involved. Although SAT Notice 7 provides
clarities in many important areas such as reasonable commercial purpose and reporting requirements, it brings challenges to both the foreign transferor and
transferee of the indirect transfer as they are required to make a self-assessment on whether the transaction should be subject to PRC tax and to file or
withhold the PRC tax accordingly.
On October 17, 2017, the State Administration of Taxation issued the Announcement of the State Administration of Taxation on Matters Concerning
Withholding of Income Tax of Non-Resident Enterprises at Source, or SAT Circular 37, which became effective on December 1, 2017. The SAT Circular 37
applies the principle of withholding of income tax of non-resident enterprises at source. The SAT Circular 37 stipulates that the taxable income from equity
transfers refers to the balance of deducting the net value of equity transferred from the total income from the applicable equity transfer. Pursuant to SAT
Circular 37, the payer, namely the principal, the designator, or the warrantee or the guaranteed party, should assume the obligation of withholding income tax
in the circumstances where the payer entrusts an agent or designates a third party to make payments on its behalf, or the payments should be made by a third-
party warrantor or guarantor as provided in the applicable guarantee contracts or applicable laws.
SAT Notice 7 became effective on February 3, 2015, but it also applies to indirect transfers which occurred before its issuance but have not received
assessments from the tax authorities. SAT Circular 37 and SAT Notice 7 may be determined by the tax authorities to be applicable to our corporate
restructuring where non-resident investors were involved, if any of such transactions were determined by the tax authorities to lack reasonable commercial
purpose. As a result, we and our non-resident investors in such transactions may become at risk of being taxed under SAT Circular 37 and SAT Notice 7 and
we may be required to expend valuable resources to comply with SAT Circular 37 and SAT Notice 7 or to establish that we should not be taxed under the
general anti-avoidance rule of the amended PRC Enterprise Income Tax Law, which may have a material adverse effect on our financial condition and results
of operations or such non-resident investors’ investments in us.
Discontinuation of any of the preferential tax treatments or imposition of any additional taxes could adversely affect our financial condition and results of
operations.
The amended Enterprise Income Tax Law and its implementation rules permit certain “high and new technology enterprises strongly supported by the
state” which hold independent ownership of core intellectual property to enjoy a preferential enterprise income tax rate of 15% subject to certain
qualification criteria. Autohome WFOE was recognized jointly by the Beijing Municipal Science and Technology Commission and other authorities as a
“high and new technology enterprise,” or HNTE, in September 2010 and was eligible for the preferential 15% enterprise income tax rate through 2019 upon
its filing with the relevant tax authority. Beijing Autohome Technologies Co., Ltd., or Beijing Autohome Technologies, was recognized as an HNTE in July
2015 and its HNTE status was renewed in October 2018. Therefore, Beijing Autohome Technologies was eligible for the preferential 15% enterprise income
tax rate through 2020 upon its filing with the relevant tax authority. Beijing Prbrownies Software Co., Ltd., or Beijing Prbrownies, was recognized as an
HNTE in February 2016 and its HNTE status was renewed in October 2018, qualifying it for the preferential 15% enterprise income tax rate from 2015
through 2020 upon its filing with the relevant tax authority. The qualification as an HNTE is subject to annual evaluation and a three-year review by the
relevant authorities in China. Autohome WFOE, Beijing Autohome Technologies and Beijing Prbrownies further enjoy a more preferential tax treatment as
they were accredited as key software enterprises under the relevant PRC laws and regulations. Beijing Prbrownies was exempt from income tax for the tax
years of 2015 and 2016 and was qualified for the preferential enterprise tax rate of 10% for the tax year of 2017 and could continue to enjoy a tax rate of 10%
for the tax years thereafter, provided that it continues to complete the relevant governmental filing and maintain its status as a key software enterprise during
each relevant tax year. Similarly, each of Autohome WFOE and Beijing Autohome Technologies is qualified for the preferential enterprise tax rate of 10% for
the tax year of 2017 and each of the years thereafter provided that it continues to complete the relevant governmental filing and maintain its status as a key
software enterprise during each relevant tax year. Chengdu Prbrownies Software Co., Ltd., or Chengdu Prbrownies, was accredited as a software enterprise
under the relevant PRC laws and regulations and could be exempt from income tax for the tax years of 2017 and 2018, followed by a 50% reduction in the
statutory income tax rate of 25% for the years of 2019, 2020 and 2021 provided that it continues to maintain its status as a software enterprise during each
relevant tax year. However, if any of Autohome WFOE, Beijing Autohome Technologies or Beijing Prbrownies fails to pass the review by and filing with the
relevant tax authorities to be qualified as a key software enterprise, such company will no longer enjoy the preferential tax rate described above, and the
applicable enterprise income tax rate may increase to up to 15% if it still maintains the HNTE qualification, or up to 25% if it loses the HNTE qualification. If
Chengdu Prbrownies fails to maintain its software enterprise qualification, it will also lose the preferential tax treatment described above.
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Our global income and the dividends that we may receive from our PRC subsidiaries, dividends distributed to our non-PRC shareholders and ADS holders,
and gains recognized by such shareholders or ADS holders, may be subject to PRC taxes under the Enterprise Income Tax Law, which would have a
material adverse effect on our results of operations.
Under the Enterprise Income Tax Law, which became effective on January 1, 2008 and was amended on February 24, 2017, and its implementation
rules, which became effective on January 1, 2008, an enterprise established outside of the PRC with “de facto management bodies” within the PRC is
considered a resident enterprise and will be subject to the enterprise income tax at the rate of 25% on its global income. The SAT issued the Notice Regarding
the Determination of Chinese-Controlled Offshore Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies,
or SAT Circular 82, on April 22, 2009, which was amended in 2013 and 2017 respectively. SAT Circular 82 provides certain specific criteria for determining
whether the “de facto management body” of a Chinese-controlled offshore-incorporated enterprise is located in China. Although we do not believe that our
legal entities organized outside of the PRC constitute PRC resident enterprises, it is possible that the PRC tax authorities could reach a different conclusion.
In such case, we may be considered a PRC resident enterprise and may therefore be subject to enterprise income tax at a rate of 25% on our global income. If
we are considered a PRC resident enterprise and earn income other than dividends from our PRC subsidiaries, a 25% enterprise income tax on our global
income could significantly increase our tax burden and materially and adversely affect our cash flow and profitability.
Pursuant to the amended Enterprise Income Tax Law and its implementation rules, dividends generated after January 1, 2008 and payable by a foreign-
invested enterprise in China to its foreign investors, which are non-PRC tax resident enterprises without an establishment in China, or whose income has no
connection with their institutions and establishments inside China, are subject to withholding tax at a rate of 10%, unless any such foreign investor’s
jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. We are a Cayman Islands holding company
and we conduct our business through our wholly-owned subsidiaries and VIEs in the PRC, of which Autohome WFOE and Chezhiying WFOE are the primary
beneficiaries of our VIEs. Autohome WFOE is 100% owned by Cheerbright International Limited, or Cheerbright, our wholly owned subsidiary located in the
British Virgin Islands. The British Virgin Islands currently does not have any tax treaty with China with respect to withholding tax. As long as Cheerbright is
considered a non-PRC resident enterprise, dividends that it receives from Autohome WFOE may be subject to withholding tax at a rate of 10%. As to our
subsidiaries located in Hong Kong, such as Autohome Media, the shareholder of our PRC subsidiaries currently engaging in advertising business, and
Autohome Link Hong Kong Limited, the shareholder of Chezhiying WFOE, under the Arrangement between the PRC and the Hong Kong Special
Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion, effective on January 1, 2007, as long as each of our Hong
Kong subsidiaries is considered a non-PRC resident enterprise and directly holds at least 25% of the equity interests of its respective PRC subsidiaries,
dividends that it receives from its PRC subsidiaries may be subject to withholding tax at a preferential rate of 5%, if it is the beneficial owner of the
dividends, upon receiving the approval from the local tax authority. In August 2015, the State Administration of Taxation promulgated the Administrative
Measures for Non-Resident Taxpayers to Enjoy Treatments under Tax Treaties, or SAT Circular 60, which became effective on November 1, 2015. SAT
Circular 60 provides that non-resident enterprises are not required to obtain pre-approval from the relevant tax authority in order to enjoy the reduced
withholding tax rate. Instead, non-resident enterprises and their withholding agents may, by self-assessment and upon their confirmation that the prescribed
criteria to enjoy the tax treaty benefits are met, directly apply the reduced withholding tax rate, and file necessary forms and supporting documents when
performing tax filings, which will be subject to post-filing examinations by the relevant tax authorities.
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As uncertainties remain regarding the interpretation and implementation of the amended Enterprise Income Tax Law and its implementation rules, we
cannot assure you that if we are regarded as a PRC resident enterprise, any dividends to be distributed by us to our non-PRC enterprise shareholders and ADS
holders would not be subject to any PRC withholding tax at a rate of 10% and to non-PRC individual shareholders and ADS holders would not be subject to
PRC individual income tax at a rate of 20%. Similarly, any gain recognized by such non-PRC shareholders or ADS holders on the sale of shares or ADSs, as
applicable, may also be subject to PRC tax. If our dividends payable to our non-PRC enterprise shareholders, non-PRC individual shareholders and ADS
holders, or on gains recognized by such non-PRC shareholders or ADS holders are required under the Enterprise Income Tax Law and the Individual Income
Tax Law to be subject to PRC tax, such investors’ investment in our Class A ordinary shares or ADSs may be materially and adversely affected.
Increases in labor costs and enforcement of stricter labor-related laws and regulations may adversely affect our business and our results of operations.
China’s overall economy and the average wage in China have increased in recent years and are expected to continue to grow. The average wage level
for our employees has also increased in recent years. We expect that our labor costs, including wages and employee benefits, will continue to increase. Unless
we are able to pass on these increased labor costs to our users and customers by increasing prices for our services, our profitability and results of operations
may be materially and adversely affected.
In addition, we have been subject to stricter regulatory requirements in terms of entering labor contracts with our employees and paying various
statutory employee benefits, including pensions, housing fund, medical insurance, work-related injury insurance, unemployment insurance and childbearing
insurance to designated government agencies for the benefit of our employees. Pursuant to the PRC Labor Contract Law, or the Labor Contract law, which
became effective in January 2008, as amended in December 2012 and effective as of July 1, 2013, and its implementation rules that became effective in
September 2008, employers are subject to stricter requirements in terms of signing labor contracts, minimum wages, paying remuneration, determining the
term of employees’ probation and unilaterally terminating labor contracts. In the event that we decide to terminate some of our employment contracts or
otherwise change our employment or labor practices, the Labor Contract Law and its implementation rules may limit our ability to effect those changes in a
desirable or cost-effective manner, which could adversely affect our business and results of operations. In October 2010, the Standing Committee of the
National People’s Congress promulgated the PRC Social Insurance Law, or the Social Insurance Law, which became effective on July 1, 2011. According to
the Social Insurance Law, employees must participate in pension insurance, work-related injury insurance, medical insurance, unemployment insurance and
maternity insurance and the employers must, together with their employees or separately, pay the social insurance premiums for such employees. On
February 18, 2019, the Ministry of Human Resources and Social Security and eight other departments issued the Circular on Further Regulating Recruitment
Activities to Promote Equal Employment for Women, or Circular on Promoting Equal Employment for Women, which came into force simultaneously. The
Circular stipulates that if employers or human resources agencies are found to have posted hiring advertisements containing discriminatory content, they may
be ordered to correct such discriminatory advertisements. Failure to correct the discriminatory advertisements as ordered will be punishable by a maximum
fine of RMB50,000. Inquiring about a female applicant’s marital and childbearing status, conducting pregnancy test in the entry medical examination and
other behaviors involving gender discrimination are also prohibited by the Circular on Promoting Equal Employment for Women.
As the interpretation and implementation of labor-related laws and regulations are still evolving, we cannot assure you that our employment practice
do not and will not violate labor-related laws and regulations in China, which may subject us to labor disputes or government investigations. If we are
deemed to have violated relevant labor-related laws and regulations, we could be required to provide additional compensation to our employees and our
business, financial condition and results of operations may be materially and adversely affected.
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The Public Company Accounting Oversight Board is not permitted to inspect independent registered public accounting firms operating in China,
including our auditor, and as such, investors may be deprived of the benefits of such inspection.
Our independent registered public accounting firm, as an auditor of companies that are traded publicly in the United States and a firm registered with
the Public Company Accounting Oversight Board (United States), or PCAOB, is required by the laws of the United States to undergo regular inspections by
PCAOB to assess its compliance with the laws of the United States and professional standards. Because our independent registered public accounting firm is
located in China, a jurisdiction where PCAOB is currently unable to conduct inspections without receiving the required approval from the PRC authorities,
our independent registered public accounting firm, like other independent registered public accounting firms operating in China, is currently not inspected
by PCAOB. On December 7, 2018, the Securities and Exchange Commission, or the SEC, and the PCAOB issued a joint statement highlighting continued
challenges faced by the U.S. regulators in their oversight of financial statement audits of U.S.-listed companies with significant operations in China. However,
it remains unclear what further actions the SEC and PCAOB will take to address the problem.
Inspections of other firms that PCAOB has conducted outside of China have identified deficiencies in those firms’ audit procedures and quality control
procedures, which may be addressed as part of the inspection process to improve future audit quality. Since PCAOB cannot conduct inspections of
independent registered public accounting firms operating in China without receiving the required approval from the PRC authorities, it is more difficult to
evaluate the effectiveness of our independent registered public accounting firm’s audit or quality control procedures. As a result, investors may be deprived
of the benefits of PCAOB inspections.
Proceedings instituted by the SEC against certain PRC-based accounting firms, including our independent registered public accounting firm, could result
in financial statements being determined to be not in compliance with the requirements of the Exchange Act.
In December 2012, the SEC brought administrative proceedings against five accounting firms in China, including our independent registered public
accounting firm, alleging that they had refused to produce audit work papers and other documents related to certain other China-based companies under
investigation by the SEC. On January 22, 2014, an initial administrative law decision was issued, censuring these accounting firms and suspending four of
these firms from practicing before the SEC for a period of six months. On February 12, 2014, four of these PRC-based accounting firms appealed to the SEC
against this decision. In February 2015, each of the four PRC-based accounting firms agreed to a censure and to pay a fine to the SEC to settle the dispute and
avoid suspension of their ability to practice before the SEC.
According to the terms of the settlement, the underlying penalties and administrative proceedings against the PRC-based accounting firms was deemed
dismissed with prejudice on February 6, 2019, four years after the settlement was reached. It is uncertain whether the SEC will further challenge the four
PRC-based accounting firms’ compliance with U.S. law in connection with U.S. regulatory requests for audit work papers or if the results of such a challenge
would result in the SEC imposing penalties, such as suspensions. If our independent registered public accounting firm were denied, even temporarily, the
ability to practice before the SEC and we were unable to timely find another registered public accounting firm to audit and issue an opinion on our financial
statements, our financial statements could be determined not to be in compliance with the requirements of the Exchange Act. Such a determination could
ultimately lead to our delisting from the NYSE or deregistration from the SEC, or both, which would substantially reduce or effectively terminate the trading
of our ADSs in the United States.
Risks Related to our ADSs
The market price for our ADSs has fluctuated and may be volatile, which could expose us to securities class action litigation.
The daily closing trading prices for our ADSs ranged from US$63.78 to US$118.91 in 2018. The trading price for our ADSs may continue to fluctuate
in response to factors including, without limitation, the following:
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regulatory developments in our target markets affecting us, our customers or our competitors;
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•
•
•
•
•
•
•
•
•
•
•
•
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announcements of studies and reports relating to the quality of our services or those of our competitors;
changes in the economic performance or market valuations of other companies that provide online automotive advertising services;
actual or anticipated fluctuations in our quarterly results of operations and changes or revisions to our expected results;
changes in financial estimates by securities research analysts;
conditions in the entire automotive ecosystem;
conditions in the online retail industry;
announcements by us or our competitors of new solutions, acquisitions, strategic relationships, joint ventures or capital commitments;
additions to or departures of our senior management;
fluctuations of exchange rates between the RMB and the U.S. dollar;
release or expiry of lock-up or other transfer restrictions on our outstanding Class A ordinary shares or ADSs;
sales or perceived potential sales of additional Class A ordinary shares or ADSs;
obtaining or revocation of any operating license or permit in relation to our business;
pending or potential litigation or administrative investigation;
publicity involving our business and the effectiveness of our sales and marketing activities; and
alleged untrue statement of a material fact or alleged omission to state a material fact in our public announcements or press releases or
misinterpretation thereto.
In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to
the operating performance of companies like us. These broad market and industry fluctuations may adversely affect the market price of our ADSs. The market
price of our ADSs may also be adversely affected by alleged untrue statement or alleged omission to state a material fact in our public announcements or
press releases, which may even lead to securities class action suits against us. In the past, shareholders of a public company often brought securities class
action suits against the company following periods of instability in the market price of that company’s securities. If we were involved in a class action suit, it
could divert a significant amount of our management’s attention and other resources from our business and operations, which could harm our results of
operations and require us to incur significant expenses to defend the suit. Any such class action suit, whether or not successful, could harm our reputation and
restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which
could have a material adverse effect on our financial condition and results of operations. Volatility or a lack of positive performance in our ADS price may
also adversely affect our ability to retain key employees, most of whom have been granted options or other equity incentives.
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for our ADSs
and trading volume could decline.
The trading market for our ADSs will depend in part on the research and reports that securities or industry analysts publish about us or our business. If
we do not establish and maintain adequate research coverage or if one or more of the analysts who covers us downgrades our ADSs or publishes inaccurate or
unfavorable research about our business, the market price for our ADSs would likely decline. If one or more of these analysts ceases coverage of our company
or fails to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for
our ADSs to decline.
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Because we may not continue to pay dividends in the foreseeable future, you may need to rely on price appreciation of our ADSs as the sole source for
return on your investment.
Although we declared special cash dividends to holders of our ordinary shares in November 2017, we may not continue to do so regularly, or at all.
Therefore, you may need to rely on price appreciation of our ADSs as the sole source for return on your investment.
Subject to certain exceptions, our board of directors has complete discretion as to whether to distribute dividends. Even if our board of directors
decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of
operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial
condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the future return on your investment in our ADSs
will likely depend upon any future price appreciation of our ADSs. There is no guarantee that our ADSs will appreciate in value or even maintain the price at
which you purchased the ADSs. You may not realize a return on your investment in our ADSs and you may even lose your entire investment in our ADSs.
Substantial future sales or perceived potential sales of our ADSs in the public market could cause the price of our ADSs to decline.
Sales of our ADSs in the public market, or the perception that these sales could occur, could cause the market price of our ADSs to decline. All ADSs
sold in our equity offerings will be freely transferable without restriction or additional registration under the Securities Act. In addition, Ping An Group, the
holder of our ordinary shares, has the right to cause us to register under the Securities Act the sale of its shares. Registration of these shares under the
Securities Act would result in ADSs representing these shares becoming freely tradable without restriction under the Securities Act. Sales of these registered
shares, in the form of ADSs, in the public market could cause the price of our ADSs to decline. Such sales also might make it more difficult for us to sell
equity or equity-related securities in the future at a time and price that we deem appropriate. In addition, if we pay for our future acquisitions in whole or in
part with additionally issued ordinary shares, your ownership interests in our company would be diluted and this, in turn, could have a material and adverse
effect on the price of our ADSs.
You may not have the same voting rights as the holders of our Class A ordinary shares and may not receive voting materials in time to be able to exercise
your right to vote.
Except as described in this annual report and in the deposit agreement, holders of our ADSs will not be able to exercise voting rights attaching to the
Class A ordinary shares represented by our ADSs on an individual basis. Holders of our ADSs will appoint the depositary or its nominee as their
representative to exercise the voting rights attaching to the Class A ordinary shares represented by the ADSs. Upon receipt of your voting instructions, the
depositary will vote the underlying ordinary shares in accordance with these instructions.
Pursuant to our fourth amended and restated memorandum and articles of association, we may convene a shareholders’ meeting upon ten calendar
days’ notice. If we give timely notice to the depositary under the terms of the deposit agreement (30 business days’ notice), the depositary will notify you of
the upcoming vote and arrange to deliver our voting materials to you. We cannot assure you that you will receive the voting materials in time to instruct the
depositary to vote the Class A ordinary shares underlying your ADSs, and it is possible that you, or persons who hold their ADSs through brokers, dealers or
other third parties, will not have the opportunity to exercise a right to vote. In addition, the depositary and its agents are not responsible for failing to carry
out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote and there may
be nothing you can do if the Class A ordinary shares underlying your ADSs are not voted as you requested. In addition, although you may directly exercise
your right to vote by withdrawing the Class A ordinary shares underlying your ADSs, you may not receive sufficient advance notice of an upcoming
shareholders’ meeting to withdraw the Class A ordinary shares underlying your ADSs to allow you to vote with respect to any specific matter.
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Your right to participate in any future rights offerings may be limited, which may cause dilution to your holdings, and you may not receive cash dividends
if it is illegal or impractical to make them available to you.
We may from time to time distribute rights to our shareholders, including rights to acquire our securities. However, we cannot make rights available to
you in the United States unless we register both the rights and the securities to which the rights relate under the Securities Act or an exemption from the
registration requirements is available. Under the deposit agreement, the depositary will not make rights available to you unless both the rights and the
underlying securities to be distributed to ADS holders are either registered under the Securities Act or exempt from registration under the Securities Act. We
are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be
declared effective and we may not be able to establish a necessary exemption from registration under the Securities Act. Accordingly, you may be unable to
participate in our rights offerings and may experience dilution in your holdings.
The depositary of our ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on Class A ordinary shares or
other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of Class A ordinary shares
your ADSs represent. However, the depositary is not responsible if it decides that it is inequitable or impractical to make a distribution available to any
holders of ADSs. For example, the depositary may determine that it is not feasible to distribute certain property through the mail. Additionally, the value of
certain distributions may be less than the cost of mailing them. In those cases, the depositary may determine not to distribute such property. We have no
obligation to register under U.S. securities laws any ADSs, ordinary shares, rights or other securities received through such distributions. We also have no
obligation to take any other action to permit the distribution of ADSs, ordinary shares, rights or anything else to holders of ADSs. This means that you may
not receive the distribution we make on our Class A ordinary shares or any value for them if it is illegal or impractical for us to make them available to you.
These restrictions may have a material adverse effect on the value of your ADSs.
You may be subject to limitations on the transfer of your ADSs.
Your ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when
it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs
generally when our books or the books of the depositary are closed, or at any time if we or the depositary deems it advisable to do so because of any
requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason in accordance with
the terms of the deposit agreement.
You may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited because we are
incorporated under Cayman Islands law, we conduct substantially all of our operations in China and substantially all of our directors and officers reside
outside the United States.
We are incorporated in the Cayman Islands and conduct substantially all of our operations in China through our PRC subsidiaries and VIEs. Most of
our directors and officers reside outside the United States and a substantial portion of the assets of such directors and officers are located outside of the United
States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the Cayman Islands or in China in the
event that you believe that your rights have been infringed under the securities laws or otherwise. Even if you are successful in bringing an action of this
kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against our assets or the assets of our directors and officers.
There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will generally
recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.
Our corporate affairs are governed by our memorandum and articles of association, as amended and restated from time to time, and by the Companies
Law and common law of the Cayman Islands. The rights of shareholders to take legal action against us and our directors, actions by minority shareholders
and the fiduciary responsibilities of our directors are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman
Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which provides
persuasive, but not binding, authority. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as
clearly established as they would be under statutes or judicial precedents in the United States. In particular, the Cayman Islands has a less developed body of
securities laws than the United States and provides significantly less protection to investors. In addition, Cayman Islands companies may not have standing
to initiate a shareholder derivative action in U.S. federal courts.
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As a result, our public shareholders may have more difficulty in protecting their interests through actions against us, our management, our directors or
our major shareholders than shareholders of a corporation incorporated in a jurisdiction in the United States.
Our memorandum and articles of association contain anti-takeover provisions that could adversely affect the rights of holders of our Class A ordinary
shares and ADSs.
Our fourth amended and restated memorandum and articles of association contain certain provisions that could limit the ability of others to acquire
control of our company, including a provision that grants authority to our board of directors to establish from time to time one or more series of preferred
shares without action by our shareholders and to determine, with respect to any series of preferred shares, the terms and rights of that series. Preferred shares
could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our
board of directors decides to issue preferred shares, the price of our ADSs may fall and the voting and other rights of the holders of our Class A ordinary shares
and ADSs may be materially and adversely affected. These provisions could have the effect of depriving our shareholders of the opportunity to sell their
shares at a premium over the prevailing market price by discouraging third parties from seeking to obtain control of our company in a tender offer or similar
transaction.
We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to
U.S. domestic public companies.
Because we qualify as a foreign private issuer under the Securities Exchange Act of 1934, as amended, or the Exchange Act, we are exempt from certain
provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:
•
•
•
•
the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K;
the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the
Exchange Act;
the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders
who profit from trades made in a short period of time; and
the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. We intend to publish our results on a quarterly
basis as press releases, distributed pursuant to the rules and regulations of the NYSE. Press releases relating to financial results and material events will also be
furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less frequent
compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information, which
would be made available to you, were you investing in a United States domestic issuer.
We may be classified as a passive foreign investment company for United States federal income tax purposes, which could subject United States investors
in the ADSs or Class A ordinary shares to significant adverse tax consequences.
Under United States federal income tax law, we will be classified as a passive foreign investment company (“PFIC”) for any taxable year if either (i) at
least 75% of our gross income for the taxable year is passive income or (ii) at least 50% of the value of our assets (based on the average quarterly value of our
assets during the taxable year) is attributable to assets that produce or are held for the production of passive income (the “asset test”). Although the law in this
regard is not entirely clear, we treat our VIEs as being owned by us for United States federal income tax purposes because we control their management
decisions and are entitled to substantially all of the economic benefits associated with such entities, and, as a result, we consolidate their results of operations
in our consolidated U.S. GAAP financial statements. Assuming we are the owner of our VIEs for U.S. federal income tax purposes and based on our current
income and assets, including goodwill and unbooked intangibles, we do not believe that we were a PFIC for the taxable year ended December 31, 2018 and
do not anticipate becoming a PFIC in future taxable years.
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While we do not believe that we were a PFIC for the taxable year ended December 31, 2018 and do not anticipate becoming a PFIC in the foreseeable
future, no assurance can be given in this regard because the determination of whether we will be or become a PFIC is a fact-intensive inquiry made on an
annual basis that depends, in part, on the composition of our income and assets. Fluctuations in the market price of our ADSs may cause us to become a PFIC
for the current or subsequent taxable years because the value of assets for the purpose of the asset test may be determined by reference to the market price of
our ADSs from time to time (which may be volatile). The composition of our income and assets may also be affected by how, and how quickly, we use our
liquid assets. Under circumstances where our revenue from activities that produce passive income significantly increase relative to our revenue from activities
that produce non-passive income, or where we determine not to deploy significant amounts of cash for active purposes, our risk of becoming classified as a
PFIC may substantially increase. In addition, because there are uncertainties in the application of the relevant rules, it is possible that the Internal Revenue
Service may challenge our classification of certain income and assets as non-passive or our valuation of our tangible and intangible assets, each of which may
result in us becoming a PFIC for the current or subsequent taxable years.
If we were to be or become a PFIC, a U.S. Holder (as defined in “Item 10. Additional Information—E. Taxation—United States Federal Income Tax
Considerations—General”) may incur significantly increased United States income tax on gains recognized on the sale or other disposition of the ADSs or
Class A ordinary shares and on the receipt of distributions on the ADSs or Class A ordinary shares to the extent such gain or distribution is treated as an
“excess distribution” under United States federal income tax rules. Further, if we were a PFIC for any year during which a U.S. Holder held our ADSs or
Class A ordinary shares, we generally would continue to be treated as a PFIC as to such U.S. Holder for all succeeding years during which such U.S. Holder
held our ADSs or Class A ordinary shares. Alternatively, U.S. Holders of PFIC shares can sometimes avoid the rules described above by making certain
elections, including a “mark-to-market” election or electing to treat a PFIC as a “qualified electing fund.” However, U.S. Holders will not be able to make an
election to treat us as a “qualified electing fund” because, even if we were to be or become a PFIC, we do not intend to comply with the requirements
necessary to permit U.S. Holders to make such election. Each U.S. Holder is urged to consult its tax advisor concerning the United States federal income tax
consequences of owning and disposing of ADSs or Class A ordinary shares if we were to be or become a PFIC. For more information, see “Item 10. Additional
Information—E. Taxation—United States Federal Income Tax Considerations—Passive Foreign Investment Company Rules.”
We incur increased costs as a result of being a public company.
As a public company, we incur significant accounting, legal and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act,
including Section 404 therein relating to internal control over financial reporting, as well as rules subsequently implemented by the SEC and the NYSE, have
detailed requirements concerning corporate governance practices of public companies. We expect these rules and regulations applicable to public companies
to increase our accounting, legal and financial compliance costs and to make certain corporate activities more time-consuming and costly. Our management
is required to devote substantial time and attention to our public company reporting obligations and other compliance matters. We evaluate and monitor
developments with respect to these rules and regulations, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such
costs. Our reporting and other compliance obligations as a public company may place a significant strain on our management, operational and financial
resources and systems for the foreseeable future.
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ITEM 4. INFORMATION ON THE COMPANY
A.
History and Development of the Company
We incorporated Autohome Inc. under the laws of the Cayman Islands under its former name, Sequel Limited, in June 2008 and adopted its current
name in October 2011. Shortly after our inception, in June 2008, we acquired all of the equity interests of the following entities:
•
•
•
Cheerbright International Holdings Limited, or Cheerbright, a British Virgin Islands company that operates autohome.com.cn, which was
launched in 2005;
Norstar Advertising Media Holdings Limited, or Norstar, a Cayman Islands company that, among other businesses, operated che168.com, which
was launched in 2004; and
China Topside Limited, or China Topside, a British Virgin Islands company.
To sharpen our business focus on the automotive industry, we completed a corporate reorganization in 2011 by spinning off our then subsidiaries that
were not involved in our core business. In March 2011, we transferred the che168.com business from Norstar to Cheerbright. In June 2011, in connection with
our strategy to focus on serving the automotive industry in China, we contributed our entire equity interests in Norstar and China Topside, which serve the
information technology industry, to Sequel Media, our subsidiary in the Cayman Islands, and then immediately distributed the shares of Sequel Media to our
then shareholders. Since the spin-off, we have been focusing on serving the automotive industry in China through our autohome.com.cn and che168.com
websites.
In October 2013, we acquired Autohome Media through one of our wholly-owned subsidiaries in Hong Kong. Autohome Media had engaged in the
advertising business outside the PRC for more than three years at the time, and was therefore qualified to directly invest in a PRC company providing
advertising services in accordance with the PRC law. Autohome Media has established several subsidiaries in Beijing, Shanghai and certain other cities. We
completed the migration of our advertising business from Guangzhou Advertising, Shanghai Advertising, Autohome Advertising and Chengshi Advertising
to the subsidiaries of Autohome Media in 2015.
In December 2013, we completed our initial public offering of 8,993,000 ADSs, representing 8,993,000 Class A ordinary shares, and listed our ADSs on
the NYSE under the symbol “ATHM.” In November 2014, we completed a public offering, or the 2014 Offering, in which we offered and sold 2,424,801
ADSs, representing 2,424,801 Class A ordinary shares, and our then shareholders sold 7,220,858 ADSs, representing 7,220,858 Class A ordinary shares.
In June 2015, we established a strategic joint venture with HappiGo Home Shopping Co, a leading TV shopping business in China, to build a full-
service auto sales platform. We invested RMB49 million into the joint venture, accounting for 49% of the shareholding.
In September 2015, we established a joint venture, the Financing JV, with three companies unaffiliated with us. We invested a full payment of
RMB75 million into the Financing JV for 25% equity interests of the Financing JV. The Financing JV provides auto financing to car buyers and facilitates
the transaction process. We entered into a definitive agreement in September 2017 to transfer all equity interests we held in the Financing JV to a company
unaffiliated to us, and completed the transfer in September 2018.
In December 2015, we established a wholly owned subsidiary, Beijing Chezhiying Software Co., Ltd., in Beijing, China, to conduct used automobile-
related business.
In April 2016, we established a joint venture, Beijing Haochezhijia E-commerce Co., Ltd., or Beijing Haochezhijia, with Beijing Haoduohaoche
Information Technology Co., Ltd., a company unaffiliated with us. Beijing Haochezhijia previously engaged in direct vehicle sales business and ceased to
engage in such business in 2017. We own 75% equity interests in Beijing Haochezhijia E-Commerce Co., Ltd.
On June 22, 2016, Telstra Holdings, or Telstra, our then largest shareholder and a wholly owned subsidiary of Telstra Corporation Limited, completed
the sale of approximately 47.4% of our then total issued and outstanding shares to Yun Chen for a consideration of US$1.6 billion. On February 22, 2017,
Yun Chen further acquired from Telstra the remaining 6.5% equity interests held by Telstra in us. As of March 31, 2019, Yun Chen owned 52.2% of our total
issued and outstanding shares. Since June 22, 2016, our largest shareholder has been Yun Chen, a wholly owned subsidiary of Ping An Group, a financial
services group with three core businesses consisting of insurance, banking and investment and whose ordinary shares are listed on the Hong Kong Stock
Exchange and the Shanghai Stock Exchange.
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In July 2017, we acquired 10% interest in Visionstar Information Technology (Shanghai) Co., Ltd., which primarily engages in the development and
application of AR technologies and related operations in the PRC, with a total cash consideration of RMB30 million.
In September 2017, we acquired 100% equity interests of Shanghai Tianhe, a company licensed by the China Banking and Insurance Regulatory
Commission to engage in insurance brokerage business in the PRC, through Autohome Information, with a total cash consideration of RMB21.1 million.
In June 2018, we entered into a definitive agreement with TTP Car Inc., or TTP, a company operating an online bidding platform for used automobiles,
pursuant to which we agreed to make an investment in TTP in the form of an 8% three-year convertible bond for a consideration of US$100 million in cash.
The transaction was successfully consummated in June 2018, in which we made a payment of US$100 million in cash to TTP. We have the right to purchase
an additional 8.0% convertible bond in an aggregate principal amount of US$65 million to be issued by TTP upon our request from time to time within three
years after the closing. We have not made any further investment in TTP as of the date of this annual report.
Our principal executive offices are located at 10th Floor Tower B, CEC Plaza, 3 Dan Ling Street, Haidian District, Beijing 100080, the People’s
Republic of China. Our telephone number at this address is +86 (10) 5985 7001. Our registered office in the Cayman Islands is located at 2nd Floor Harbour
Center 42 North Church Street George Town, Grand Cayman, Cayman Islands. Our agent for service of process in the United States is Law Debenture
Corporate Services Inc., 400 Madison Avenue, 4th Floor, New York, New York 10017.
See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Capital Expenditures” for a discussion of our
capital expenditures and divestitures.
B.
Business Overview
Overview
We are a leading online destination for automobile consumers in China. Through our two websites, autohome.com.cn and che168.com, accessible
through PCs and mobile devices and our mobile applications, we deliver comprehensive, independent and interactive content to automobile buyers and
owners. We have developed a strong and well-recognized brand. Our “汽车之家” (“Autohome”) brand has been the most searched automotive-related
keyword during substantially the entire period since July 2011 on Baidu.com, the leading Chinese language internet search engine. We continue to
implement four key market segments, namely auto-content, auto-transaction, auto-finance and auto-lifestyle, into our consumer-centric automotive
ecosystem, and transform ourselves from a content-led vertical media business to an automotive eco-platform based on advanced data and technology.
Since our inception, the media business has been our core competency. Our ability to reach a large and engaged user base of automobile consumers has
made us a preferred platform for automakers and automobile brands’ regional offices to conduct their advertising and marketing campaigns. We provide
automakers with a broad range of advertising solutions and tools on our websites and mobile applications, including display ads, native advertising, video
ads, search engine marketing and comprehensive marketing solutions to enhance their brand recognition, new model releases and sales promotions. We offer
flexible and diversified advertising solutions and tools based on the needs and characteristics of automakers by publishing and displaying the advertising
solutions and tools in multiple forms and formats, such as banner image, links, articles and videos and through various online promotional activities. We
have a high penetration rate in the automaker market, and we provided our media services to 95, 101 and 103 automakers operating in China in 2016, 2017
and 2018, respectively. We believe that the growing user base and its strong stickiness, together with our nationwide advertising platform, high-quality,
diverse and targeted advertising solutions, enriched and customized content, and our big data and analytics capabilities, has led to our rapid growth and has
laid the foundation for our continuing success.
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In addition, we provide comprehensive leads generation services through dealer subscription services, advertising services and used car listing
services. Our dealer subscription services allow dealers to market their inventory and services through our websites and mobile applications, extending the
reach of their physical showrooms to potentially millions of internet users in China and generating sales leads for them. We offer advertising services and
other value-added services to individual dealers to complement our leads generation services. Our dealer customers utilize our advertising services and
leverage our large user base to support their sales and marketing activities. We also provide used car listing services by acting as a user interface that allows
potential used car buyers to identify listings that meet their specific requirements and helps them contact the relevant sellers, and generating sales leads for
the used car sellers and other used car platform.
Our online transaction platform, Autohome Mall, is a full-service online transaction platform for users to review automotive-related information,
purchase coupons offered by automakers for discounts and make purchases to complete transactions. Leveraging our strength in user traffic and our consumer
data analytic capabilities, we provide platform-based services facilitating new and used car transactions, operate auto-financing business and offer diversified
data products. For our used car transaction business, we have built a used car C2B2C model and facilitated their vehicle transactions through providing a
wide range of auto-related services. Our auto-financing business serves as a bridge to match users and automobile sellers that are in need of auto financing
with our cooperative financial institutions that offer a variety of products including loans, leasing and insurance services. This allows us to address the under-
served auto financing market in China by providing comprehensive online-based financial services for the complete consumer automobile ownership life
cycles. In 2018, we began to provide data products tailored for our automaker and dealer customers, through which we offer them customized data reports and
intelligent sales series products including intelligent e-marketing and intelligent showroom.
We have experienced continued revenue growth and have increased our net revenues since 2016 to RMB7,233.2 million (US$1,052.0 million) in
2018, representing a three-year CAGR of 16.3%. At the same time, our net income attributable to Autohome Inc. increased from RMB1,227.9 million in 2016
to RMB2,001.6 million in 2017 and further to RMB2,871.0 million (US$417.6 million) in 2018, representing a three-year CAGR of 52.9%.
Our Business Model
We are a leading online destination for automobile consumers in China. Over the past several years, we have developed a large and active online
community of automobile consumers in China with a growing user base and steady increase of daily active users. We serve three distinct groups: users of our
websites and mobile applications, automobile consumers on our transaction platform and customers that include automakers, dealers, financial institutions,
other auto-related product and service providers. Our business model and technology platforms seek to effectively link each stage of our users’ automobile
ownership life cycles with the corresponding stage of our customers’ sales cycle. We are on track in developing the four key market segments, namely auto-
content, auto-transaction, auto-finance and auto-lifestyle, into our consumer-centric automotive ecosystem and transforming ourselves from a content-led
vertical media business to an automotive eco-platform based on our advanced data and technology. Our “4+1” strategy will continue to further enhance our
core foundation and accelerate our growth momentum generated by our new business initiatives.
We have built an online automotive media platform that captures critical stages of the sales funnel, starting from product awareness to purchase desire
initiation and to sales leads generation. To initiate product awareness and purchase desire, we utilize our comprehensive, independent and interactive content
through our websites that are accessible through PCs and mobile devices and on our mobile applications to create strong user traffic and user engagement and
stickiness. As our user traffic grows, we focus on generating sales leads through engaging our users with differentiated and customized promotional activities,
personally tailored recommendations and enriched professionally generated contents. We generate revenues from our media services, which mainly include
automaker advertising services and regional marketing campaigns conducted by certain automobile brands’ regional offices, and our leads generation
services, which primarily include our dealer subscription services, advertising services sold to individual dealer advertisers and used car listings.
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We also provide a transaction platform for automobile buyers to purchase new vehicles or used vehicles from sellers on our platform. In June 2014, we
launched Autohome Mall, an online transaction platform. Autohome Mall is a full-service online transaction platform for users to review automotive-related
information, purchase coupons offered by automakers for discounts and make purchases to complete transactions. For Autohome Mall, we primarily generate
revenues from platform-based services we provide while facilitating transactions on our Autohome Mall platform and transaction-oriented marketing
solutions. Along with our investment in TTP in 2018, we marched a step towards developing a used car C2B2C model and have formed a transaction system
connecting automobile buyers and used automobile sellers and facilitating their vehicle transactions on our platform through providing a wide range of auto-
related services, such as leads generation, user profile generation, offering of auto financing products and valuation tools. Through our cooperation with TTP,
we provide comprehensive auto-related services to our users and customers by integrating TTP’s offline vehicle examination and other ancillary services with
our online-based services. We primarily generate revenues from collecting commissions from transactions facilitated by our used vehicle platform.
In addition, we have been leveraging our comprehensive platform to capture additional revenue opportunities in connection with the remaining stages
of the automobile ownership life cycles, such as auto-finance and auto-lifestyle. Since 2017, with the collaboration and integration of our business with Ping
An Group, we continued to progress on our auto-financing business by providing an expanded variety of products including loans, leasing and insurance to
our users and automobile sellers, which better facilitated both new and used car transactions on our platform. We collect commissions from facilitating auto-
financing products provided through our platform. We further developed our data products in 2018 and have successfully advanced our data and intelligent
recommendation and reinforced our entire ecosystem by providing highly differentiated value and data-driven sales and marketing tools to our customers.
The data products offered to automakers and dealers primarily consist of data reports, intelligent sales series including intelligent e-marketing and intelligent
showroom. We aim to further develop synergies between our media and leads generations services, transaction business and data product and our auto-
financing initiatives to realize greater growth potential of our platform.
Our Platform
Our service offerings for users mainly include our high-performance platform, which is comprised of our websites and mobile applications, our original,
professionally and user-generated content and our interactive online community. Our platform is powered by our big data capability. Our extensive user data
originates from our expanding large user base, our automotive ecosystem partners and third-party data providers. Through our comprehensive platform, we
have access to valuable data of customers’ needs, behaviors and patterns in their automotive ownership life cycles, which allows us to accurately and
effectively customize content and commercial offerings. Our accurate and comprehensive user profiling enables us to continuously enhance user experience
and improve our ability to attract and retain customers.
Our Websites
Our user-centric approach has successfully attracted a growing user base with a steady increase of daily active users to our websites. We believe we are
well-positioned to capture the fast growth of the internet penetration in China. Our autohome.com.cn website targets a wide spectrum of automobile
consumers with a focus on new automobiles. To capitalize on the growing used automobile market in China, we redesigned our che168.com website, which
in the past had features and user base similar to our autohome.com.cn website, to focus on used automobiles. The re-designed che168.com website was
launched in October 2011.
Most of the content on our websites is tagged by vehicle models to facilitate easy user access. We have developed and are continuing to improve our
user intelligence engine to analyze user browsing behavior and preferences and prioritize the content that the user is likely to find relevant and interesting. A
user who searches for or navigates to a page for a specific vehicle model will be provided with links to relevant content such as vehicle specifications, photos
and video clips, reviews, competing vehicle models, and listing and promotional information from local dealers. Users can easily compare competing vehicle
models and brands for price and specifications to make informed purchase decisions. In addition, these user behavior data are summarized and analyzed on a
regular basis to improve user experience and provide consumer intelligence to our advertisers.
To provide a superior experience to our users, we label sponsored content as advertisement to maintain objectivity.
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Our Mobile Websites and Applications
For mobile users, our content can be accessed on our websites and on our mobile applications. We have made significant efforts in recent years to
optimize the mobile version of our websites to display our content and develop and enhance the functions of our mobile applications to capture a greater
number of users that access our services through mobile devices. For example, according to QuestMobile, the combined number of average daily unique
visitors for our mobile websites and primary application amounted to 29.1 million in December 2018, representing an approximate 10% year-over-year
increase. We were among the earliest in our industry in China to introduce both iOS- and Android-based applications to allow users to easily access our
content. Users can conveniently enjoy features available on our mobile websites and applications from their mobile devices, such as reading articles,
checking vehicle prices and model parameters, viewing pictures, viewing dealer’s information, visiting our Autohome Mall and participating in forum
discussions.
Our Content
The foundation of our websites and mobile applications is a large amount of original generated content, professionally generated content and user
generated content, as well as a comprehensive automobile library and extensive automobile listing and promotional information organized around our
automotive information database.
Original Generated Content
Our original generated content is created by our dedicated editorial team and includes automobile-related articles and reviews, pricing trends in
various local markets, photographs, video clips and live streaming. This content covers topics throughout the automobile ownership life cycle, from
automobile research, selection and purchase to ownership and maintenance and to eventual replacement. In 2018, we launched a new channel focusing on
new energy vehicles to accommodate the increasing interest and attention of our users on new energy vehicles. Our review writers obtain first-hand
experiences by test-driving many newly released vehicle models provided by various automakers. We also have an AH-100 Vehicle Rating System which
applies standard criteria to measure a comprehensive set of performance-based features of the vehicles on sale, such as safety, dynamics, fuel consumption,
comfortableness and driving experience. Our AH-100 Vehicle Rating System helps automobile consumers make an easier choice when selecting vehicles to
purchase. Our editorial team at our Beijing headquarters and sales offices located in 73 cities throughout China work closely with automakers, dealers and
other industry participants to create automobile related articles. Although automakers may provide us with sample vehicles to test drive, we review all new
automobiles independently, based upon our teams’ experience and from our users’ perspective.
We follow well-developed guidelines in creating and publishing content with attention to details, such as the angles of photos, image sizes and the
time between industry events and the relevant article publication. These practices enable us to streamline our editorial process and quickly and efficiently
make national and local content available to our users, while ensuring that we maintain high-quality standards and a consistent user experience.
Professionally Generated Content
In 2016, we launched an open content platform to invite the key opinion leaders and influential bloggers or writers in the automotive field to
contribute their high-quality professional review, analysis and insights on automotive-related topics, including vehicle reviews, industry trends, auto
photography, maintenance and others. Our diversified professionally generated contents complement our auto-content and auto-lifestyle business strategy
and bring our users enriched and customized content consisting of high-quality articles, photographs, video clips and live streaming. As of December 31,
2018, we had approximately 12,000 professional content contributors on our platform, representing an approximate 110% year-over-year increase from 2017.
In 2018, we further expanded our collaboration with automakers, key opinion leaders, professional experts and social media to further upgrade our
professionally generated content ecosystem.
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User Generated Content and User Forum
Our platform hosts an open and vibrant community of automobile consumers, from first-time buyers to sophisticated automobile enthusiasts. Our user
community centers around our discussion forums, which are organized based on vehicle models, cities and regions, and various topics of interest. Registered
users utilize our discussion forums to share a wide range of automotive experiences such as driving experiences and usage and maintenance tips. Users also
frequently provide reviews of automobiles or automotive products and services, post questions and receive answers from fellow forum members. We
continued to enhance user engagement and participation in the content generation and delivery process. For example, we expanded our user review platform
by allowing users to add or modify their views and insights on a continuous basis. We strive to ensure the credibility, appeal and usefulness of our forums by
identifying verified automobile owners and empowering selected registered users as forum moderators. Our verified automobile owners are registered users
whose vehicle ownership has been confirmed through various channels. Our forum moderators are generally active registered users with significant forum
post counts whom we have identified as being reputable automobile enthusiasts within our online community. In 2018, we launched a traveler channel, a
new channel focusing on contents related to offline road trip events, to accommodate the increasing interest and attention of our users in this field. We also
rolled out the Young Channel on our website and the “Hey Car” (“嘿car”) mobile application as interest-based social media platforms to promote automobile
knowledge and culture among young users.
As of December 31, 2018, we had over 90.7 million registered users, representing a 54.7% year-over-year increase from 2017. As our user base has
grown and our user engagement and forum activity has increased, our database of user generated content has expanded, which in turn has attracted more
users. Furthermore, this positive effect on our growing user base has also enhanced the effectiveness of our advertisements and therefore the value of our
advertising services, allowing us to attract more advertisers and increase revenues from existing advertisers.
Automobile Library and Listing
We have one of the most comprehensive automobile libraries within our industry in China with over 39,400 vehicle model configurations as of
December 31, 2018. We believe our automobile library covers the substantial majority of passenger vehicle models released in China since 2005. It includes
a broad range of specifications covering performance levels, dimensions, powertrains, vehicle bodies, interiors, safety, entertainment systems and other
unique features, as well as automakers’ suggested retail prices. The scale of content in our automobile library, which we believe would require significant
time, expertise and expense to replicate, makes it a valuable tool for our users in researching both new and used automobiles. Our database also includes a
large amount of new and used automobile listings and promotional information. With the comprehensive and continuously updated listing information, users
can conveniently search for up-to-date information of vehicle models without having to visit each individual dealer at their local showrooms. In addition, our
automotive information database includes a significant amount of user generated content originating from our user forums. Leveraging our innovative
augmented reality (AR) and virtual reality (VR) related technologies, we utilize three-dimension technology to restore the actual appearances of vehicles and
present stereoscopic 720-degree review of automobiles on our platform. Compared to the traditional two-dimensional picture-based display of automobile
appearances, the AR- and VR-based vehicle review functionality on our platform enables users to have a real perception of the specific vehicles they are
interested in buying and has greatly enhanced user experience.
Our Services
Our Media Services
Leveraging our large and rapidly growing user base and utilizing the user intelligence data we have collected, we provide our advertisers with a broad
range of advertising solutions and tools. Our advertisers under media services are comprised primarily of automakers and automobile brands’ regional offices.
As millions of consumers visit our websites and mobile applications for automotive information, we have become an increasingly important medium for
automakers and automobile brands’ regional offices to conduct their advertising and marketing campaigns.
Automakers typically utilize our advertising services for brand promotion, new model releases and sales promotions. We believe we are well-
positioned to provide solutions to meet all of these needs. Our large and growing automobile purchase- and ownership-oriented user base provides a broad
reach for automakers’ marketing messages. Our automotive content delivery and advertisement management platform allows us to segment our user base in a
number of different dimensions, including by users’ geographical locations and specific automotive interests, and enables us to place advertisements with
targeted audiences likely to be receptive to particular advertising messages.
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Leveraging our large user base and extensive forum posting data, we provide automakers with more reliable and timely business insights than
traditional customer surveys or other post-sales feedback channels. For instance, we analyze user posts in our forums to evaluate consumer behavioral and
preference response. In addition, we organize various types of offline national or local events for our automaker customers through our online marketing
campaigns and user forum activities to complement our advertising services. For example, we help automakers increase their brand awareness and execute
sales promotions by organizing large-scale test driving activities and for specific vehicle models in multiple cities across China. Users can conveniently
participate and interact with automaker representatives through our forums.
In each of 2016, 2017 and 2018, 95, 101 and 103 automakers in China, which include independent Chinese automakers, joint ventures between
Chinese and international automakers and international automakers that sell their cars made outside of China, purchased media services from us. As is
customary in China, we sell our advertising services and solutions primarily through third-party advertising agencies that represent the automakers and
automobile brands’ regional offices. We typically enter into individual advertising agreements with the third-party advertising agencies. Although we sell
our advertising services and solutions to third-party advertising agencies, we consider the automakers and automobile brands’ regional offices, who are the
main decision makers as to whether to place advertisements on our websites and mobile applications, to be our end-customers. As a result, our sales efforts
focus primarily on automakers and automobile brands’ regional offices. However, through direct contact between our sales team, advertisers and advertising
agencies, we are able to maintain good relationships with existing advertisers and their advertising agencies.
Our Leads Generation Services
Our Dealer Subscription Services
We provide subscription services to dealers which allow them to market their inventory and services through our websites and mobile applications,
extending the reach of their physical showrooms to potentially millions of internet users in China and generating sales leads for them. Our dealer subscription
services are delivered through our dealership information system mainly on a fixed-fee basis, typically for a period of one year. Through the web-based
interface of our dealership information system, dealers can create online showrooms hosted on our websites and mobile applications and upload and manage
their automobile inventories, pricing and promotional information. Potential automobile purchasers can interact with our dealer subscribers online or through
phone numbers presented on the platform to inquire for more detailed information and schedule test drives. Our dealer subscribers can track all the
interactions with their customers originating from our websites and mobile applications, analyze the number of sales leads and assess the effectiveness of
their marketing activities.
We continue to develop our dealer subscription services and have begun to implement additional enriched and upgraded services, which we believe
will allow us to expand sales leads based on consumer behaviors and preferences and enhance leads conversion and personalized marketing, and further to
offer additional upgraded subscription packages at different price levels.
Our Advertising Services for Individual Dealers
We also offer advertising services for individual dealers to complement our leads generation services. Our dealer customers utilize our advertising
services and leverage our large user base to support their sales and marketing activities. In addition to larger brand promotion advertising campaigns
organized by the automakers or the group dealers, individual dealers utilize our advertising services to further enhance their visibility in local community,
address local market conditions and promote local events. We also facilitate the process and connect our users from online to offline to generate sales leads
and transaction for our dealer customers.
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Used Automobile Listing and Other Platform-based Services
We launched our used automobile listing platform in late 2009. Our used automobile listing services allow dealers and individuals to market their used
automobiles for sale on our websites and mobile applications. Our used automobile listing database has been expanding rapidly.
The che168.com website is a platform primarily focusing on used automobile services and is dedicated to providing features consisting of content,
listings and interactive functionality similar to our autohome.com.cn website. We also developed a mobile application serving as a used automobile sales
platform, through which we provide comprehensive used automobile services. Since 2014, we have been continuously developing and enhancing the
functions of the used automobile website and application and have begun to provide advertising services, dealer subscription services, generation of sales
leads and other platform-based services in selected cities. The used automobile market still remains at a nascent stage of development and the revenue
generated from our used automobile listing and other services, which we include in the revenue line for leads generation services, had achieved fast growth in
the year ended December 31, 2018. We plan to continue to make efforts in developing our used automobile-related business and explore new business
models and opportunities in the future.
Our Online Marketplace and Other Services
Transaction Platform for New Vehicles
In June 2014, we launched Autohome Mall, an online transaction platform. Autohome Mall is a full-service online transaction platform for users to
review automotive-related information, purchase coupons offered by automakers for discounts and make purchases to complete the transaction. In 2015, we
began to provide direct vehicle sales and commission-based services facilitating transactions through our transaction platform. We completed new vehicle
transactions on our platform through various sales initiatives and other promotional campaigns. We conducted several online marketing events on Autohome
Mall and offline promotion campaigns with our partners for our transaction business. We also partnered with automakers to sell selected vehicles on our
platform. In the fourth quarter of 2016, we began to shift our focus to become an asset-light vehicle e-commerce platform and cleared all direct sales vehicle
inventories in 2017. Currently, for new vehicle transactions, we primarily generate revenues by providing platform-based services and transaction-oriented
marketing solutions and collecting commissions for transactions facilitated by our platform.
Transaction Platform for Used Vehicles
We invested in TTP Car Inc., or TTP, a company operating an online bidding platform for used automobiles, in June 2018. Our investment in TTP has
helped us develop a used car C2B2C model and form a transaction system, which improved the under-served used automobile market, such as lack of
sourcing, traffic and consumer confidence, and have fostered business-to-consumer purchasing experiences for our consumers. It connects automobile buyers
and used automobile sellers and helps facilitate their vehicle transactions on our platform through providing a wide range of auto-related services, such as
leads generation, user profile generation, offering of auto financing products and valuation tools. We provide comprehensive auto-related services to our
users by integrating TTP’s offline vehicle examination, ownership transfer services and other ancillary services with our online-based services. For used
vehicle transactions, we primarily generate revenues from collecting commissions from transactions facilitated by our platform.
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Auto-financing Services
We started auto finance business in early 2017 and further developed such business in 2018 as we aim to address the under-served auto financing
market in China by providing comprehensive online-based financial services for the complete consumer automobile ownership life cycle. We gradually
shifted our focus from leads generation to transaction facilitation and promote successful transactions with targeted and diversified auto financial services.
Based on users’ preferences and our big data analysis, we recommend a broad range of loans, leases and insurance products offered by our cooperative
financial institutions to our users that have auto financing needs and match them to facilitate transactions. We also introduced merchant loans offered by our
cooperative financial institutions to automobile sellers. We currently provide auto insurance brokerage services through Shanghai Tianhe, which was
acquired by us in 2017. Through our platform, we plan to enable our users and automobile sellers who are in need of auto financing to easily access various
high-quality loans and insurance products and allow our cooperative financial partners to effectively increase the volume of their financing transactions. See
“Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—If we are unable to grow our auto finance business, we may not be
able to achieve our expected business growth and our results of operations may be adversely affected.” We generate revenues from collecting commissions
from facilitation of auto-financing and insurance products on our platform.
Data Products
We further developed our data products in 2018 and have successfully advanced our data and intelligent recommendation and reinforced our entire
ecosystem by providing highly differentiated value and data-driven sales and marketing tools to our customers. The data products we offer to automakers and
dealers on our platform primarily consist of (i) customized data reports prepared based on our big data and multi-dimensional analyses on user reviews,
purchasing interest and preferences, geographical competitive advantages of the relevant automakers and dealers and their geographical distribution
strategies, and (ii) intelligent sales series primarily including intelligent E-marketing and intelligent showroom. Intelligent E-marketing is a marketing
approach and solution designed based on sophisticated data-driven algorithms of multidimensional user profiles, and enable customers to achieve multi-
channel sales management and to ultimately improve the conversion rate of online visitors to in-store visitors. The intelligent showroom, which is an
intelligent and scenario-based marketing platform, integrates the technologies of AR, VR, big data and voice recognition to achieve the functions of
panoramic car shopping, smart push notifications and smart shopping guide.
Technology and Product Development
Our technologies and infrastructure are critical to our success. We follow a user-centric strategy for our system architecture and have developed robust
and scalable technology platforms with sufficient flexibility to support our rapid growth. Currently, we are entering into a new phase of strategic technology
initiative focusing on transforming our platform into an intelligent automotive ecosystem empowered by artificial intelligence (AI), big data and cloud in the
near future.
A key component of our user-centric strategy is our user intelligence engine which we have developed and are continually enhancing. Our user
intelligence engine allows us to rapidly gather user intelligence by analyzing large amounts of data from many sources throughout our content production
system. We are able to monitor and analyze user behaviors and preferences through their browsing record on our platforms. We can utilize such user
intelligence data to personalize user interfaces, associate and understand the relationship of information from different sources and facilitate interactions
among users and various elements on our websites and mobile applications. It also helps us recommend suitable products, services and user connections to
our users. Through our user intelligence engine, we can engage our users more closely by providing them with relevant content throughout their automotive
life cycles. We are also able to provide precision and targeted marketing services to our automakers, dealers and other automotive-related customers so that
they can accurately deliver relevant advertisements to targeted users who are more receptive to such marketing information. We plan to continue expanding
our content platform with an AI-enabled content generation tool to further facilitate dynamic content customization based on user preference.
We provide automobile consumers trend analysis services for our automaker and dealer customers that help them analyze data in specific demographic
markets such as consumer purchasing behavior characteristics and their brand strength in comparison to those of their competitors. We believe the consumer
intelligence gathered from our large user base reflects the current automotive market trends in China and provides excellent market insight to our automaker
and dealer customers.
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We invested heavily in mobile technologies and were among the earliest in our industry in China to introduce a mobile version of our websites and
both Apple iOS- and Android-based applications to allow our users to easily access our content. We have built up a team of research and development
personnel to focus exclusively on the development and enhancement of our mobile websites and applications and to explore new business models and
opportunities through mobile technology. We plan to continue to leverage our mobile technology to enhance the functions and user interfaces of our mobile
applications for Apple iOS and Android platforms focusing on convenience, real-time interaction and location based services.
Leveraging AR and VR related technologies, we realized significant technology upgrade in 2017 and launched AR automobile showroom and AR
auto show during the year, all of which had enabled us to provide our users with an innovative and superior automobile review experience and thus enhanced
our user stickiness. In addition, these technology improvements had strengthened our ability to obtain additional user traffic and expanded our user base. Our
VR product portfolio continued to expand in 2018. In addition to AR automobile showroom and AR auto shows, we have VR branding showrooms,
intelligent automobile showrooms as well as direct visual access to automakers’ factory design and manufacturing process so our users can review and
comprehend the entire automobile production process. We plan to continue to make further upgrades and develop new technology to provide more
diversified platforms for our users, and to expand the use of AR and VR related technologies throughout our eco-platform in order to offer automakers and
dealers with more innovative and effective branding and marketing tools and greater exposure to highly targeted potential consumers throughout China.
Also, we will continue to develop significant resources to expand the content breadth and depth offered on our platform in order to deliver the best user
experience in the market.
We had an experienced product development team of 1,762 engineers as of December 31, 2018. Our past innovation has focused on helping users
research, select and purchase suitable vehicles through our websites. We plan to develop additional products and services for our mobile applications and
media-related technology and enhance our big data analytics capabilities and AR and VR related technologies.
Sales and Marketing
Our nationwide in-house team of sales representatives sells our services to automakers and dealers. As of December 31, 2018, we had 1,901 sales and
marketing representatives operating our physical sales office network spanning 73 cities across China and visiting customers in an additional 119 satellite
cities. We have a prudent expansion plan and we typically only open new physical sales offices in a city after we have already established a sufficient
customer base in the area. In cities where we do not yet have a customer base, we provide sales coverage by telephone. Our Beijing-based telephone sales
team provided sales coverage to the cities in which we did not have physical sales offices. Our sales team also provides ongoing customer support to
advertisers and dealer subscribers. In the past years, we have successfully expanded our market presence in the first- and second-tier cities in China. We plan
to continue to expand our sales and marketing efforts into third- and fourth-tier cities to further capture the opportunities for automobile sales growth in those
markets.
Our sales team is equipped with specialized automotive industry knowledge and expertise, understands our customers’ needs and is trained to help
them develop their advertising strategies. Salespeople work directly with our advertisers and advertising agencies that represent advertisers. Our sales team
also maintains close relationships with our dealer customers by, among other things, providing continuing training, support and ongoing customer service for
our dealer subscriptions services and other value-added services. Our sales team for transaction business is in charge of customer services and maintains our
relationships with automakers, our dealership partners, and business development personnel.
Compensation for our salespeople includes a base salary and incentives based on the sales revenues they generate. We provide regular in-house and
external education and training to our salespeople to help them provide current and prospective customers with information on, and the advantages of using,
our services. We believe that our performance-linked compensation structure and career-oriented training help to retain and motivate our salespeople.
We believe brand recognition is important to our ability to attract users. We focus our sales and marketing efforts through search engines, navigation
websites and mobile platforms to retain and strengthen our leading position in terms of user reach. For example, we cooperate with application stores and
mobile browsers to promote our mobile applications and our websites. We also conduct online marketing events on Autohome Mall and other traditional and
social media channels as well as offline promotion campaigns with our partners. For example, we conduct the annual “Singles’ Day” campaign to generate
quality sales leads and further facilitate the transactions. Since the fourth quarter of 2017, we have been paying for TV ads on different channels of the China
Central Television, the predominant state television broadcaster in China, to reach more audience in the third- or lower-tier cities and towns in China and
promote their recognition of our platform as a one-stop destination for selecting and purchasing automobiles and various types of auto-related services.
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Intellectual Property
Our intellectual property includes trademarks and trademark applications related to our brands and services, software copyrights, trade secrets and other
intellectual property rights and licenses. We seek to protect our intellectual property assets and brands through a combination of trademark, patent, copyright
and trade secret protection laws in the PRC and other jurisdictions, as well as through confidentiality agreements and other measures.
We hold “汽车之家” and “车之家” (both mean “auto home” in English) and “AUTOHOME®” trademarks in China. In addition, as at December 31,
2018, we held 323 pending trademark applications and 197 registered trademarks. As at the same date, we had 79 registered domain names, including our
main website domain names, autohome.com.cn and che168.com, 87 pending patent applications, and 115 registered patents. We had 241 computer software
copyrights as of December 31, 2018.
Competition
With respect to our auto media business, we face competition from China’s automotive vertical websites and mobile applications, such as Xcar,
PCauto and BitAuto, from the automotive channels of major internet portals, such as Sina and Sohu, and from companies engaged in mobile social media,
news, video and live-streaming applications. We may also face competition from online automobile transaction platforms, such as maodou.com, taoche.com,
51auto, Uxin, Guazi and Renrenche, as we develop our auto transaction business. Our auto finance business faces competition from other auto finance
companies, such as Yixin and Souche. In addition, we also face competition from companies engaged in social media business, such as ByteDance and
Tencent. Competition will be centered on factors similar to those affecting our current media services and leads generation services, primarily centered on
increasing user reach, user engagement and brand recognition, relationships with the suppliers, and attracting and retaining advertisers or customers, among
other factors. For our transaction business, as online automobile transaction is a relatively new business model and consumers in China might be accustomed
to make automobile purchases with traditional dealerships, we cannot guarantee that the automobile consumers in China will accept such business model.
See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We face significant competition, and if we fail to compete
effectively, we may lose market share and our business, prospects and results of operations may be materially and adversely affected.”
Seasonality
Our quarterly revenues and other operating results have fluctuated in the past and may continue to fluctuate depending upon a number of factors, many
of which are beyond our control. Our business experiences seasonal variations in association with the demand for automobiles in China. For example, the first
quarter of each year generally contributes the lowest portion of our annual net revenues primarily due to a slowdown in business activities around and during
the Chinese New Year holiday, which occurs during the period. Consequently, our results of operations may fluctuate from quarter to quarter. As each of our
business lines may have different seasonality factors and the mix of our revenue sources may shift from year to year, our past performance may not be
indicative of future trends. See also “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Our business is subject to
fluctuations, which makes our results of operations difficult to predict and may cause our quarterly results of operations to fall short of expectations.”
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Legal Proceedings
From time to time, we may be subject to various claims and legal actions that arise in the ordinary course of our business. There are currently no legal
proceedings that, in the opinion of our management, may have a material adverse effect on our business and results of operations.
PRC Regulation
This section summarizes the principal PRC laws and regulations relevant to our business and operations.
Regulations on Value-Added Telecommunications Services
On September 25, 2000, the State Council promulgated the Telecommunications Regulations, or the Telecom Regulations, which draw a distinction
between “basic telecommunication services” and “value-added telecommunications services.” The Telecommunications Regulations were subsequently
revised on July 29, 2014 and on February 6, 2016. On December 28, 2015, the MIIT published the Classification Catalogue of Telecommunications Services
(the 2015 Catalogue), which took effect on March 1, 2016. Under the 2015 Catalogue, “value-added telecommunication services” was further classified into
two sub-categories and 10 items. Internet content provision services, or ICP services, is under the second subcategory of value-added telecommunications
businesses. Under the Telecom Regulations, commercial operators of value-added telecommunications services must first obtain an operating license from
the MIIT or its provincial level counterparts.
On September 25, 2000, the State Council issued the Administrative Measures on Internet Information Services, or the Internet Measures. The measures
were subsequently revised on January 8, 2011. According to the Internet Measures, commercial ICP service operators must obtain an ICP license from the
relevant government authorities before engaging in any commercial ICP operations within the PRC.
On March 1, 2009, the MIIT promulgated the Administrative Measures on Telecommunications Business Operating License, or the Telecom License
Measures, which took effect on April 10, 2009. The measures were subsequently revised on September 1, 2017. The Telecom License Measures set forth the
types of licenses required to operate value-added telecommunications services and the qualifications and procedures for obtaining such licenses. For
example, an ICP operator providing value-added services in multiple provinces is required to obtain an inter-regional license, whereas an ICP operator
providing the same services in one province is required to obtain a local license.
To comply with these PRC laws and regulations, both of our ICP operators, Autohome Information and Shengtuo Hongyuan, hold ICP licenses.
Autohome Information also holds a value-added telecommunications business operation license for provision of mobile network information services.
Restrictions on Foreign Ownership in Value-Added Telecommunications Services
According to the Provisions on Administration of Foreign Invested Telecommunications Enterprises, or the FITE Provisions, promulgated by the State
Council on December 11, 2001 and amended on September 10, 2008 and February 6, 2016, respectively, the ultimate foreign equity ownership in a value-
added telecommunications service provider must not exceed 50%. Moreover, for a foreign investor to acquire any equity interests in a value-added
telecommunication business in China, it must demonstrate a good track record and experience in operating value-added telecommunications services.
Foreign investors that meet these requirements must obtain approvals from the MIIT and the MOFCOM or its authorized local branches, and the relevant
approval application process usually takes six to seven months.
On July 13, 2006, the MIIT issued the Notice of the MIIT on Intensifying the Administration of Foreign Investment in Value-added
Telecommunications Services. This notice prohibits domestic telecommunication service providers from leasing, transferring or selling telecommunications
business operating licenses to any foreign investor in any form, or providing any resources, sites or facilities to any foreign investor for their illegal operation
of a telecommunications business in China. According to this notice, either the holder of a value-added telecommunication business operating license or its
shareholders must legally own the domain names and trademarks used by such license holders in their provision of value-added telecommunication services.
The notice further requires each license holder to have the necessary facilities, including servers, for its approved business operations and to maintain such
facilities in the regions covered by its license. In addition, all value-added telecommunication service providers are required to maintain network and internet
security in accordance with the standards set forth in relevant PRC regulations. If a license holder fails to comply with the requirements in the notice and cure
such non-compliance, the MIIT or its local counterparts have the discretion to take measures against such license holders, including revoking their valued-
added telecommunication business operating licenses.
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To comply with these PRC regulations, we operate our websites through our VIEs, Autohome Information and Shengtuo Hongyuan. Each of Autohome
Information and Shengtuo Hongyuan is currently 50% owned by Min Lu and 50% owned by Haiyun Lei, both of whom are PRC citizens. Both Autohome
Information and Shengtuo Hongyuan hold ICP licenses.
Regulation on Foreign Investment
On March 15, 2019, the Foreign Investment Law was enacted by the National People’s Congress and it will become effective on January 1, 2020. Upon
its enactment, it will replace the trio of existing laws regulating foreign investment in China, namely, the Sino-foreign Equity Joint Venture Enterprise Law,
the Sino-foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-invested Enterprise Law, together with their implementation rules and
ancillary regulations. The Foreign Investment Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line
with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic investments.
Unlike its first draft which was published in 2015, the Foreign Investment Law does not specifically expand the definition of “foreign investment” to
include entities established through a VIE structure but contains a catch-all provision under the definition of “foreign investment” which includes
investments made by foreign investors through means stipulated in laws or administrative regulations or other methods prescribed by the State Council.
Moreover, the Foreign Investment Law establishes a foreign investment information reporting system. Foreign investors or foreign-funded enterprises
shall submit the investment information to competent governmental departments for commerce through the enterprise registration system and the enterprise
credit information publicity system. The contents and scope of foreign investment information to be reported shall be determined under the principle of
necessity. Where foreign-investors or foreign-invested enterprises are found to be non-compliant with these information reporting obligations, competent
department for commerce shall order corrections within a specified period; if such corrections are not made in time, a penalty of not less than RMB100,000
yet not more than RMB500,000 shall be imposed. Aside from the reporting system for foreign investment information, the Foreign Investment Law shall also
establish a security examination mechanism for foreign investment and conducts security review of foreign investment that affects or may affect national
security. The decision made upon the security examination in accordance with the law shall be final.
We will be subject to the Foreign Investment Law if our contractual arrangements with our VIEs are defined or regarded as a form of foreign investment
in the future.
Regulations on Internet Content Services
The National People’s Congress has enacted laws with respect to maintaining the security of internet operation and internet content. According to the
Administrative Measures for Internet Information Services, or the Internet Information Services Measures, which was issued by the State Council and became
effective on January 8, 2011, violators may be subject to penalties, including criminal sanctions, for internet content that:
•
•
•
opposes the fundamental principles stated in the PRC constitution;
compromises national security, divulges state secrets, subverts state power or damages national unity;
harms the dignity or interests of the state;
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•
•
•
•
•
•
incites ethnic hatred or racial discrimination or damages inter-ethnic unity;
undermines the PRC’s religious policy or propagates heretical teachings or feudal superstitions;
disseminates rumors, disturbs social order or disrupts social stability;
disseminates obscenity or pornography, encourages gambling, violence, murder or fear or incites the commission of a crime;
insults or slanders a third party or infringes upon the lawful rights and interests of a third party; or
is otherwise prohibited by law or administrative regulations.
In accordance with the Internet Information Services Measures, ICP operators are required to monitor their websites. They may not post or disseminate
any content that falls within these prohibited categories and must remove any such content from their websites. The PRC government may order ICP
operators to suspend their operations, or revoke their ICP licenses if such ICP license holders violate any of the above-mentioned content restrictions.
On February 4, 2015, the China Internet Network Information Center promulgated the Administrative Provisions on Account Names of Internet Users,
or the Account Names Provisions, which became effective as of March 1, 2015. The Account Name Provisions require all users of internet information service
providers to authenticate their real identity information for registration of accounts. Relevant internet information service providers are responsible for the
protection of users’ privacy, consistency of user information, such as account names, avatars, the requirements contemplated in the Account Names
Provisions, making reports to the competent authorities if the names of institutions or social celebrities are illegally used for or associated with registration of
account names, and taking appropriate measures to stop any such violations, such as notifying the user to make corrections within a specified time and
suspending or closing accounts in the event of continuing non-compliance.
On August 25, 2017, the Cyberspace Administration of China promulgated the Administrative Provisions on Internet Follow-up Comment Services
and the Administrative Provisions on Internet Forum and Community Services, both of which became effective as of October 1, 2017. As stipulated in the
Provisions, the internet follow-up comment service providers are imposed on strict primary obligations such as verifying the authenticity of registered users’
identity information, protecting personal information of users and developing system to review follow-up comments on news information prior to the
publication. Moreover, the internet forum and community services providers may establish the systems of information review, real-time public information
check, emergency response, personal information protection and other information security administration systems. In addition, the service providers should
not publish information in violation of laws, regulations and the relevant provisions of the state.
On September 7, 2017, the Cyberspace Administration of China promulgated the Provisions on the Administration of Information Services Provided
through Chat Groups on the Internet, or the Chat Groups Provision, and the Administrative Provisions on the Information Services Provided through Public
Official Accounts of Internet Users, or the Public Official Accounts Provision, both of which became effective as of October 8, 2017. According to the
Provisions, the internet service providers are required to verify the authenticity of identity information of their users. In addition, for any violation of laws
and regulations by chat groups or public official accounts, service providers should take certain measures such as issuing a warning, suspending publication
of the inappropriate information, and closing the chat groups or the public official accounts.
These laws and regulations apply to the Internet content services we provide through our VIEs and impose responsibilities on the VIEs for monitoring
the websites, mobile applications and users, safeguarding the security of the internet as well as maintaining the internet content.
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Regulations on Internet Privacy
In recent years, PRC government authorities have enacted legislation on internet use to protect personal information from any unauthorized disclosure.
The PRC law does not prohibit ICP operators from collecting and using personal information from their users with the users’ consent. However, the Internet
Measures prohibit an ICP operator from insulting or slandering a third party or infringing the lawful rights and interests of a third party. The regulations
further authorize the relevant telecommunications authorities to order ICP operators to rectify unauthorized disclosure. ICP operators are subject to legal
liability if the unauthorized disclosure results in damages or losses to users. The PRC government, however, has the power and authority to order ICP
operators to turn over personal information if an internet user posts any prohibited content or engages in illegal activities on the internet. On December 29,
2011, the MIIT promulgated the Several Provisions on Regulating the Market Order of Internet Information Services, effective as of March 15, 2012. It
stipulates that ICP operators may not, without a user’s consent, collect the user’s information that can be used alone or in combination with other information
to identify the user and may not provide any such information to third parties without the user’s prior consent. ICP operators may only collect users’ personal
information that is necessary to provide their services and must expressly inform the users of the method, content and purpose of the collection and use of
such personal information. In addition, an ICP operator may only use users’ personal information for the stated purposes under the ICP operator’s scope of
service. ICP operators are also required to ensure the proper security of users’ personal information, and take immediate remedial measures if users’ personal
information is suspected to have been inappropriately disclosed. If the consequences of any such disclosure are expected to be serious, ICP operators must
immediately report the incident to the telecommunications regulatory authority and cooperate with the authorities in their investigations.
On December 28, 2012, the Standing Committee of the National People’s Congress of the PRC issued the Decision on Strengthening the Protection of
Online Information. Most requirements under this decision relevant to ICP operators are consistent with the requirements already established under the MIIT
provisions discussed above, but are often stricter and broader. Under this decision, ICP operators are required to take such technical and other measures
necessary to safeguard information against inappropriate disclosure. To further implement this decision and relevant rules, MIIT issued the Regulation of
Protection of Telecommunication and Internet User Information on July 16, 2013, which became effective on September 1, 2013.
On March 15, 2017, the Standing Committee of the National People’s Congress of the PRC issued the General Rules of the Civil Law of the People’s
Republic of China, which came into effect on October 1, 2017. The General Rules have introduced personal information rights and data protection and
provide that personal information of a natural person should be protected by the law. The acquisition of information should be conducted in compliance with
laws and regulations. The organizations and individuals who require personal information of others should neither illegally collect, utilize, process or
transmit personal information of others nor illegally sell or buy, provide to others or make public the personal information of others.
The Cyber Security Law of the People’s Republic of China became effective on June 1, 2017. According to the Cyber Security Law, network operators
should, in the course of collecting and using personal information, follow the principles of legitimacy, properness and necessity, disclose their rules with
respect to data collection and usage, clearly express the purposes, means and scope of collecting and using information. Prior consent from the persons whose
data is collected is required. In addition, network operators are not allowed to collect personal information which is irrelevant to the services they provide.
To comply with these laws and regulations, we require our users to accept a user terms of service whereby they agree to provide certain personal
information to us, and have established information security systems to protect users’ privacy.
Regulations on Advertisements
The PRC government regulates advertising, including online advertising, principally through the State Administration for Market Regulation, or
SAMR. Prior to November 30, 2004, in order to conduct any advertising business, an enterprise was required to hold an operating license for advertising in
addition to a relevant business license. On November 30, 2004, the State Administration for Industry and Commerce, the predecessor of the SAMR, issued the
Administrative Rules for Advertising Operation Licenses, effective as of January 1, 2005, which was replaced by Administrative Provisions on Advertising
Registration issued on November 1, 2016 and took effect on December 1, 2016. The advertisement operation entities are restricted to radio stations, TV
stations and newspaper and periodical publishers and the Advertising Operation License was cancelled. Therefore, our subsidiaries and VIEs are not required
to hold an advertising operation license.
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Advertisers, advertising operators and advertising distributors are required by PRC advertising laws and regulations to ensure that the content of the
advertisements they produce or distribute are true and in full compliance with applicable laws and regulations. In addition, where a special government
review is required for certain categories of advertisements before publishing, the advertisers, advertising operators and advertising distributors are obligated
to confirm that such review has been duly performed and that the relevant approval has been obtained. Violation of these regulations may result in penalties,
including fines, confiscation of advertising income, orders to cease dissemination of the advertisements and orders to publish an advertisement correcting the
misleading information. In circumstances involving serious violations, the SAMR or its local branches may order the violator to terminate its advertising
operation or even revoke its business license. Furthermore, advertisers, advertising operators or advertising distributors may be subject to civil liabilities if
they infringe on the legal rights and interests of third parties.
On October 26, 2018, the Standing Committee of the National People’s Congress revised the PRC Advertising Law or the Advertising Law, which
came into effect on the same date. The Advertising Law applies to all advertising activities conducted via the internet. The Advertising Law requires that
users must be able to close online pop-up ads with one click. Moreover, internet service providers are obligated to cease publishing any advertisements that
they know or should know are illegal. Violation of these regulations may result in penalties, including fines, confiscation of the advertising incomes,
termination of advertising operations and even suspension of the provider’s business license.
On July 4, 2016, the then State Administration for Industry and Commerce issued the Interim Measures for the Administration of Internet Advertising
or the Internet Advertising Measures, which came into effect as of September 1, 2016. All advertising activities by means of the internet are governed by the
Advertising Law and the Internet Advertising Measures. Pursuant to the Internet Advertising Measures, the term “Internet Advertisement” shall mean
commercial advertisement that promote commodities or services, directly or indirectly, via Internet media such as websites, webpages and internet
application programs in the form of texts, pictures, audios, videos or other forms, including the advertisement containing a web link or links, e-mail
advertisement, paid search advertisements, and advertisements contained in commercial presentations that promote commodities or services, etc. The Internet
Advertising Measures require that an internet advertisement shall be identifiable and clearly identified as an “advertisement” so that users will tell it is an
advertisement, and the following activities shall be prohibited: (i) providing or using any application programs or hardware to intercept, filter, cover, fast
forward or otherwise restrict any authorized advertisement of other persons; (ii) using network pathways, network equipment or applications to disrupt the
normal data transmission of advertisements, alter or block authorized advertisements of other persons or load advertisements without authorization; or
(iii) using false statistical data, transmission effect or internet medium value to induce incorrect quotations, seek undue interests or damage the interests of
other persons.
Pursuant to the Internet Advertising Measures, the punishments on illegal acts shall be administered by the local administrative authority for industry
and commerce in the place where the advertisement publisher is located. However, if an advertiser or advertising agent who violates the Advertising Law or
the Internet Advertising Measures is outside the jurisdiction of the local branch of the SAMR, of the advertisement publisher, such case may be referred to the
local SAMR where the advertiser or advertising agent is located; in the event that the local SAMR in the place where the advertiser or advertising agent is
located has discovered any clues or received complaints or reports about such illegal acts, they may also exercise the administration. For any illegal
advertisements published by advertisers themselves, such case shall be administered by the local SAMR where the advertisers are located.
To comply with these laws and regulations, we include clauses in our advertising contracts requiring that all advertising content provided by
advertisers must comply with relevant laws and regulations. Prior to posting on websites and mobile applications, our staff reviews advertising materials to
ensure there is no violent, pornographic or any other improper content, and will request the advertiser to provide government approval if the advertisement is
subject to special government review.
Regulations on Broadcasting Audio/Video Programs through the Internet
On July 6, 2004, the SARFT promulgated the Rules for the Administration of Broadcasting of Audio/Video Programs through the Internet and Other
Information Networks, or the A/V Broadcasting Rules, which were replaced by Provisions on the Administration of Private Network and Targeted
Communication Audio-visual Program Services which took effect on June 1, 2016. For an entity that engages in content delivery, integrated broadcast
control, transmission distribution and other private network and targeted communication to send audio-visual program service, an “Internet Audio/Video
Program Transmission License” is required.
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On April 13, 2005, the State Council announced Several Decisions on Investment by Non-state-owned Companies in Culture-related Business in
China. These decisions encourage and support non-state-owned companies to enter certain culture-related business in China, subject to restrictions and
prohibitions for investment in audio/video broadcasting, website news and certain other businesses by non-state-owned companies. These decisions
authorize the SARFT, the Ministry of Culture and Tourism and the GAPP to adopt detailed implementation rules according to these decisions.
On December 20, 2007, the SARFT and the MIIT jointly issued the Rules for the Administration of Internet Audio and Video Program Services,
commonly known as Circular 56, which came into effect as of January 31, 2008 and was amended in August, 2015. Circular 56 reiterates the requirement set
forth in the A/V Broadcasting Rules that online audio/video service providers must obtain an “internet audio/video program transmission license” from the
SARFT. Furthermore, Circular 56 requires all online audio/video service providers to be either wholly state-owned or state-controlled companies. According
to relevant official answers to press questions published on the SARFT’s website dated February 3, 2008, officials from the SARFT and the MIIT clarified that
online audio/video service providers that already had been operating lawfully prior to the issuance of Circular 56 may re-register and continue to operate
without becoming state-owned or controlled, provided that such providers have not engaged in any unlawful activities. This exemption will not be granted
to online audio/video service providers established after Circular 56 was issued. These policies have been reflected in the Application Procedure for
Audio/Video Program Transmission License. Failure to obtain the internet audio/video program transmission license may subject an online audio/video
service provider to various penalties, including fines of up to RMB30,000, seizure of related equipment and servers used primarily for such activities and
even suspension of its online audio/video services.
To comply with these laws and regulations, Autohome Information obtained an internet audio/video program transmission license on February 9,
2010, which has been renewed on February 13, 2018, for automotive-industry-information-related audio/video programs posted on our autohome.com.cn
website and relevant mobile applications.
Regulations on Producing Audio/Video Programs
On July 19, 2004, the SARFT promulgated the Administrative Measures on the Production and Operation of Radio and Television Programs, effective
as of August 20, 2004. On August 28, 2015, State Press and Publication of the General Administration of Radio and Television Decree No. 3 was issued to
amend some provisions of the aforesaid Measures, which was further revised on October 31, 2018 by the National Radio and Television Administration.
These Measures provide that anyone who wishes to produce or operate radio or television programs must first obtain an operating permit. Applicants for this
permit must meet several criteria. Both Autohome Information and Shengtuo Hongyuan hold operating licenses for the production and dissemination of radio
and television programs for special topic programs, cartoons and television variety shows.
Regulations on Internet Mapping Services
According to the amended Notice on Printing and Distributing Regulations on the Management of Surveying and Mapping Qualification and Standard
of Surveying and Mapping Qualification Classification issued by the National Administration of Surveying, Mapping and Geoinformation, or NASMG, in
July 2014, an entity providing internet mapping services should apply for the Surveying and Mapping Qualification Certificate for Surveying and Mapping,
and perform within the scope of the certificate. According to these rules, certain conditions and requirements, such as the number of technical personnel and
map security verification personnel, security facilities and approval from relevant provincial or national government on the service provider’s security
system, qualification management and filings management, are necessary for an entity applying for a Surveying and Mapping Qualification Certificate.
Pursuant to the Notice on Further Strengthening the Administration of Internet Map Services Qualification issued by the NASMG in December 2011, any
entity that has not yet applied for a surveying qualification certificate for internet mapping services is prohibited from providing any internet mapping
services.
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On November 26, 2015, the State Council enacted the Administrative Regulations on Maps, or the Maps Regulations, effective as of January 1, 2016.
The Maps Regulations requires entities engaging in internet mapping services, such as geographic positioning, the uploading of geographic information or
markings, and the development of a public map database, to obtain a relevant qualification certificate for surveying and mapping. The Maps Regulations
require entities engaging in online map services to use mapping data approved by the relevant governmental authorities, host servers storing map data within
the PRC, and establish a management system as well as protection measures for the data security of the online maps. The mapping data must not contain any
content prohibited by the Maps Regulations, and no entities or individuals are allowed to upload or mark such prohibited content online. Further, entities
engaging in internet mapping services shall keep confidential any information involving state secrets and trade secrets acquired during their work.
We have provided maps on our websites and mobile applications for the convenience of our users to locate certain service providers. Both Autohome
Information and Shengtuo Hongyuan hold the Surveying and Mapping Qualification Certificate for internet mapping.
Regulations on Online Cultural Services
On February 17, 2011, the Ministry of Culture promulgated the Interim Administrative Provisions on Internet Culture, which became effective on
April 1, 2011 and replaced the original measures promulgated in 2003 and amended in 2004. On December 15, 2017, the Decision of the Ministry of Culture
on the Revision or Abolishment of Certain Administrative Provisions was issued to amend some articles of the aforesaid provisions. The Interim
Administrative Provisions on Internet Culture require ICP operators engaged in “internet culture activities” to obtain an Internet Culture Business Permit
from the provincial administration of culture. The term “internet culture activities” includes, among other things, online dissemination of internet cultural
products (such as audio-video products, gaming products, performances of plays or programs, works of art and cartoons) and the production, reproduction,
importation, publication and broadcasting of internet cultural products.
Autohome Information has applied for and obtained an Internet Culture Business Permit in January 2013, and we have renewed our permit to include
“use of information network to operate music entertainment products, game products, performance drama (section), and performance.”
Regulations on Online Performances and Online Live-streaming Services
On December 2, 2016, the Ministry of Culture issued the Administrative Measures for Business Activities of Online Performances, which took effect on
January 1, 2017. Under these measures, an operator of online performances conducting the business activities of online performances shall apply for an
Internet Culture Business Permit with the competent provincial administrative cultural department, and the business scope indicated on the permit shall
clearly include reference to online performances. An operator of online performances undertakes the primary responsibility for the business activities of
online performances operated by it, and shall establish a content review and management system, arrange staff with corresponding qualifications to undertake
the work of reviewing the performance content, and establish technical supervision measures adaptable to content management in accordance with relevant
laws and regulations.
The Provisions on the Administration of Online Live Streaming Services was issued by the State Internet Information Office on November 4, 2016 and
was effective on December 1, 2016. Under the provisions, those who provide online live-streaming services through online performances, internet video and
audio programs, and so forth, shall obtain relevant qualifications as required by laws and regulations. Online live streaming service providers shall carry out
entity responsibilities, equip professionals comparable to the service scale, and improve systems for information review, information security management,
duty patrols, emergency response, and technical guarantee. Online live streaming service providers shall establish platforms for reviewing live streaming
content. Online live streaming service providers and online live streaming publishers that provide internet news information services without licenses, or
exceeding the scope of their licenses, are subject to punishment. For other violations of these provisions that are subject to punishment by the national and
local Internet information offices in accordance with law; if a crime is constituted, criminal liability shall be investigated in accordance with law. Violations
of the relevant laws and provisions in providing online live streaming services through Internet performances, online audio and visual programs and so forth
are subject to punishment by the relevant departments in accordance with law.
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Currently we are providing online live-streaming services through our websites and mobile applications. Autohome Information has obtained an
internet audio/video program transmission license on February 9, 2010, which has been renewed on February 13, 2018 and will remain effective until
February 13, 2021. In addition, in January 2013, Autohome Information has obtained an Internet Culture Business Permit, which includes “use of information
network to operate music entertainment products, game products, performance drama (section), and performance.”
Regulations on Internet Publishing
The Administrative Provisions on Online Publishing Services, or the Online Publishing Provisions, was jointly issued by the MIIT and the State
General Administration of Press, Publication, Radio, Film and Television (the predecessor of the National Radio and Television Administration) in 2016, and
came into effect on March 10, 2016. The Online Publishing Provisions define “online publishing services” as providing online publications to the public
through information networks. Any online publishing services provided in the territory of the PRC are subject to these provisions. The Online Publishing
Provisions requires any internet publishing services provider to obtain an online publishing service license to engage in online publishing services. Under
the Online Publishing Provisions, online publications refers to digital works which have publishing features such as digital work that have been edited,
produced or processed and which are made available to the public through information networks, including written works, pictures, maps, games, cartoons,
audio/video reading materials and other methods. Any online game shall obtain approval from SAPPRFT before it is launched online. Furthermore, Sino-
foreign equity joint ventures, Sino-foreign cooperative joint ventures and wholly foreign-owned enterprises cannot engage in providing web publishing
services.
Based on a consultation we had with the local press and publication administration authority, we believe we are not required to obtain the internet
publishing license as the activities we engage in on our websites and mobile applications do not constitute “internet publishing activities,” as such term is
used in the Online Publishing Provisions. We are also not aware of companies with an operation similar to ours that have obtained or been required to obtain
the internet publishing license. As a result, both Autohome Information and Shengtuo Hongyuan have not applied for such internet publishing approval.
However, in the event that our activities are deemed to be “internet publishing,” we may be required to obtain approval from GAPP. If we are deemed to be in
breach of relevant internet publishing regulations, the PRC regulatory authorities may seize the related equipment and servers used primarily for such
activities and confiscate any revenues generated from such activities. In addition, relevant PRC authorities may also impose a fine of five to ten times of any
revenues exceeding RMB10,000 or a fine of not more than RMB50,000 if such related revenues are below RMB10,000.
Regulations on Internet News Information Service
On May 2, 2017, the Cyberspace Administration of China issued the Provisions for the Administration of Internet News Information Services, or
Internet News Provision, which became effective on June 1, 2017 and replaced the original provisions promulgated in 2005.
Internet news information services shall include service of collecting, editing and publishing internet news information, service of reposting and
service of providing propagation platform. Under the Internet News Provision, internet news service providers shall also include entities that are not
established by the press but reproduce internet news from other sources, provide electronic bulletin services on current and political events, and transmit such
information to the public. The Cyberspace Administration of China shall be in charge of the supervision and administration of the internet news information
services throughout China.
If we release information that may be deemed by authorities as internet news, we may be required to obtain the internet news information service
license. However, we have consulted the relevant government authorities and have been informed that we would not be required to obtain the internet news
releasing license because the internet news posted on our websites and mobile applications is only automotive industry related news which is not political in
nature or related to macroeconomics. However, if any of the internet news posted on our websites and mobile applications is deemed by the government to be
political in nature, related to macroeconomics, or otherwise requires such license based on the sole discretion of the government authority, we would need to
apply for such license. If we are deemed to be in breach of the Internet News Provision or other relevant internet news releasing regulations, the PRC
regulatory authorities may suspend the related internet service and impose a fine exceeding RMB10,000 but not more than RMB30,000.
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Regulations on E-commerce
China’s e-commerce industry is at an early stage of development and there are few PRC laws or regulations specifically regulating the e-commerce
industry. In January 2014, the State Administration for Industry and Commerce promulgated the Administrative Measures for Online Trading, which
strengthen the protection of consumers and impose stringent requirements and obligations on online business operators and third-party online marketplace
operators. Online business operators and third-party online marketplace operators are prohibited from collecting any information on consumers and business
operators or disclosing, selling or providing any such information to any third party, or sending commercial electronic messages to consumers without their
consent. Fictitious transactions, deletion of adverse comments and technical attacks on competitors’ websites are prohibited as well. In addition, third-party
online marketplace operators are required to examine and verify the identifications of the online business operators and set up and retain relevant records for
at least two years. For corporations, other economic organizations or individual-owned business that apply to enter the platforms to sell commodities or to
provide services, the operators of the third-party trading platforms should examine the authenticity of the identities of the online business operators, register
such operators and establish registration files with regular verification and update, and should disclose the information about their business licenses or place
the electronic linkage identifiers of their business licenses at notable positions of the homepages where they conduct their business activities. We are subject
to these measures as a result of our online platform services.
Foreign investors were not allowed to own more than 50% of the equity interests in e-commerce companies which is a subcategory of value-added
telecommunication services, and any such foreign investor must have experience in providing value-added telecommunications services overseas and
maintain a good track record, except for foreign investors in China (Shanghai) Pilot Free Trade Zone, subject to certain conditions. The NDRC and the
MOFCOM jointly issued the Catalogue for the Guidance of Foreign Investment Industries in March 2015, or the Catalogue, which was further revised in July
2017. The negative list of the Catalogue was replaced by the Special Administrative Measures for Access to Foreign Investment, or the Negative List, in July
2018. According to the Negative List, foreign investors are allowed to have complete ownership of equity interests in e-commerce businesses.
In August 2018, the Standing Committee of the National People’s Congress issued the E-commerce Law of the People’s Republic of China, or the
E-commerce Law, which took effect on January 1, 2019. In accordance with the E-commerce Law, e-commerce operators include operators of e-commerce
platforms, business operators on e-commerce platforms, and other e-commerce operators that sell commodities or offer services on the websites developed by
themselves or through other network services. An operator of an e-commerce platform shall require business operators who apply to sell commodities or
provide services on its platform to submit truthful information, verify and register such information, establish registration archives, and regularly verify and
update the information. If an operator of an e-commerce platform finds any commodity or service is in violation of the Articles 12 or 13 of the E-commerce
Law, which provide that any e-commerce operator shall obtain an administrative license and the commodities or services provided on its platform shall meet
certain requirements to safeguard personal safety and property security as well as the requirements on environmental protection, it shall take necessary
measures and report the violating commodity or service to the related governmental authority in charge of the administration of e-commerce.
Currently, we primarily cooperate with independent automobile sellers to facilitate their sales of automobiles through our e-commerce platforms.
Regulations on Mobile Internet Applications
On June 28, 2016, Cyberspace Administration of China promulgated the Administrative Provisions on Mobile Internet Applications Information
Services, or the Mobile Application Administrative Provisions, which took effect on August 1, 2016. According to the Mobile Application Administrative
Provisions, “mobile internet application” refers to application software that runs on mobile smart devices providing information services after being
pre-installed, downloaded or embedded through other means. “Mobile internet application provider” refers to the owners or operators of mobile internet
applications. Internet application stores refer to platforms which provide services related to online browsing, searching and downloading of application
software and releasing of development tools and products through the internet. On December 16, 2016, the MIIT promulgated the Interim Administrative
Provisions on the Pre-installation and Distribution of the Mobile Smart Terminal Application Software, which took effect on July 1, 2017 and requires,
among others, that internet information service providers must ensure that a mobile application, as well as its ancillary resource files, configuration files and
user data can be uninstalled by a user easily, unless the mobile application is a basic function software, which refers to a software that supports the normal
functioning of the hardware and operating system of a mobile smart device. In addition, mobile smart terminal application software involving charges should
strictly comply with the relevant regulations such as sale at an expressly marked price, and express the charge standard and method. The content expressed
should be true, accurate, eye-catching and normative, and users should be charged only after their confirmation.
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Pursuant to the Mobile Application Administrative Provisions, an internet application program provider must verify a user’s mobile phone number and
other identity information under the principle of mandatory real name registration at the back-office end and voluntary real name display at the front-office
end. An internet application provider must not enable functions that can collect a user’s geographical location information, access user’s contact list, activate
the camera or recorder of the user’s mobile smart device or other functions irrelevant to its services, nor is it allowed to conduct bundle installations of
irrelevant application programs, unless it has clearly indicated to the user and obtained the user’s consent on such functions and application programs. In
respect of an internet application service provider, the Mobile Application Administrative Provisions requires that, among others, it must file a record with
the provincial authority within 30 days after it rolls out the internet application service online. It must also examine the authenticity, security and legality of
internet application providers on its platform, establish a system to monitor application providers’ credit and file a record of such information with relevant
governmental authorities. If an application provider violates the regulations, the internet application store service provider must take measures to stop the
violations, including warning, suspension of release, withdrawal of the application from the platform, keeping a record and reporting the incident to the
relevant governmental authorities.
Regulations on Automobile Sales
On April 5, 2017, the MOFCOM promulgated the Measures on the Administrations of Automobile Sales, or the Measures on Automobile Sales, which
took effect on July 1, 2017 and replaced the original Branded Automobile Sales Measures promulgated in 2005. According to the Measures on Sales of
Automobile, the supplier takes the way of selling the vehicle to the dealer, and the authorization term (excluding the shop construction term) shall not be less
than 3 years, and the first authorization term shall not be less than 5 years. An independent automobile seller who sells an automobile without authorization
from a supplier or an automobile which is not authorized to be sold by an automobile manufacturer outside the country shall provide a reminder and
explanation to the consumer in writing and inform the consumer of the relevant responsibility in writing. When a dealer or an independent automobile seller
sells the car to the consumer, it shall verify the identification of the registered consumer, sign the sales contract, and issue the sales invoice.
The Measures on Sales of Automobile further provides that a supplier shall not require its dealers to have sales, after-sales service and other functions at
the same time, shall not restrict its dealers’ operations of goods of other suppliers, and shall not restrict the dealers from providing parts or other after-sales
services for automobiles of other suppliers. Except as otherwise agreed by the parties, a supplier shall not sell automobiles directly to consumers in the area
where its dealer is authorized to sell.
As regards to information recording, the Measures on Sales of Automobile requires the suppliers or the dealers and independent automobile sellers to
file their basic information at the State Council department in charge of the national automobile circulation information management system within 90 days
after obtaining their respective business license. If the basic information of a supplier, a dealer or an independent automobile seller is changed, it shall
complete the updated filing within 30 days from the date of the change. The basic information of the supplier, the dealer or the independent automobile
seller, if it is established before the Measures, should be filed within 90 days from the date that the Measures took effect. The file of automobile sales, users
and other information shall be kept by the dealer and independent automobile seller for no less than 10 years.
Currently, we provide a transaction platform for automobile buyers to liaise with independent automobile sellers on our platform and to purchase
vehicles from such sellers.
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Regulations on Insurance Brokerage Business
In April 2015, the Standing Committee of the National People’s Congress promulgated the Insurance Law of PRC. In October 2015, the CIRC
promulgated the Provisions on the Supervision and Administration of Insurance Brokers, which was replaced by the Provisions on the Regulation of
Insurance Brokers, or the Insurance Brokers Provisions, on May 1, 2018. The Insurance Brokers Provisions define insurance brokers as institutions which
provide intermediary services, in favor of the insured, in the course of concluding insurance contracts between the insured and the insurance companies and
charge certain commission as agreed. Pursuant to the Insurance Law and Insurance Brokers Provisions, a license for engaging in insurance brokerage
businesses is required in the course of setting up an insurance brokerage company. The companies which intend to provide insurance brokerage service
should meet certain requirements set up by the CIRC and should not conduct insurance brokerage business unless the aforesaid license is received.
In July 2015, the CIRC promulgated the Circular of the CIRC on Issuing the Interim Measures for the Supervision of Internet Insurance Business, or
CIRC Circular 69, which became effective on October 1, 2015. CIRC Circular 69 sets up strict restrictions on the institutions allowed to conduct internet
insurance business. CIRC Circular 69 stipulates that only insurance companies and professional insurance intermediaries established upon approval by
insurance regulatory authorities and registered could provide internet insurance services. Simultaneously, CIRC Circular 69 sets up certain requirements for
providing insurance services through self-operated online platforms or platforms operated by third parties. The CIRC Circular 69 expired on September 30,
2018. However, it was affirmed by the China Banking and Insurance Regulatory Commission that the CIRC Circular 69 shall remain valid until any updated
regulation is issued. As of the date of this annual report, no updated relevant regulation has been published.
In September 2017, we acquired Shanghai Tianhe, a company holding the license for engaging in insurance brokerage businesses. In October 2018,
Shanghai Tianhe completed the registration process required for engaging in online insurance business and is currently conducting online and offline
insurance brokerage business in the PRC.
Regulations on Intellectual Property Rights
China has adopted legislation governing intellectual property rights, including trademarks, patents and copyrights. China is a signatory to the major
international conventions on intellectual property rights and became a member of the Agreement on Trade Related Aspects of Intellectual Property Rights
upon its accession to the World Trade Organization in December 2001.
Patent. The National People’s Congress adopted the Patent Law in 1984, and amended it in 1992, 2000 and 2008. The purpose of the Patent Law is to
protect lawful interests of patent holders, encourage invention, foster applications of inventions, enhance innovative capabilities and promote the
development of science and technology. To be patentable, invention or utility models must meet three conditions: novelty, inventiveness and practical
applicability. Patents cannot be granted for scientific discoveries, rules and methods for intellectual activities, methods used to diagnose or treat diseases,
animal and plant breeds, substances obtained by means of nuclear transformation or a design which has major marking effect on the patterns or colors of
graphic print products or a combination of both patterns and colors. The Patent Office under the State Intellectual Property Office is responsible for receiving,
examining and approving patent applications. A patent is valid for a term of twenty years in the case of an invention and a term of ten years in the case of
utility models and designs. A third-party user must obtain consent or a proper license from the patent owner to use the patent. Otherwise, the use constitutes
an infringement of patent rights. We had 87 pending patent applications and 115 registered patents as of December 31, 2018.
Copyright. The National People’s Congress adopted the Copyright Law in 1990 and amended it in 2001 and 2010, respectively. The amended
Copyright Law extends copyright protection to internet activities, products disseminated over the internet and software products. In addition, there is a
voluntary registration system administered by the China Copyright Protection Center. The amended Copyright Law also requires registration of a copyright
pledge.
To address the problem of copyright infringement related to the content posted or transmitted over the internet, the National Copyright Administration
and the MIIT jointly promulgated the Measures for Administrative Protection of Internet Copyright on April 29, 2005. This measure became effective on
May 30, 2005.
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In order to further implement the Computer Software Protection Regulations promulgated by the State Council on December 20, 2001, as amended in
2013, the National Copyright Administration of the PRC issued Computer Software Copyright Registration Procedures on February 20, 2002, which apply to
software copyright registration, license contract registration and transfer contract registration.
In compliance with, and in order to take advantage of, the above rules, we have registered 241 computer software copyrights as of December 31, 2018.
On May 18, 2006, the State Council promulgated the Protection of the Right of Communication through Information Networks, which became
effective on July 1, 2006, as amended in 2013. Under this regulation, with respect to any information storage space, search or link services provided by an
internet service provider, if the legitimate rights owner believes that the works, performance or audio or video recordings pertaining to that service infringe
his or her rights of communication, the rights owner may give the internet service provider a written notice containing the relevant information along with
preliminary documents supporting that an infringement has occurred, and requesting that the internet service provider delete, or disconnect the links to, such
works or recordings. The rights owner will be responsible for the truthfulness of the content of the notice. Upon receipt of the notice, the internet service
provider must delete or disconnect the links to the infringing content immediately and forward the notice to the user that provided the infringing works or
recordings. If the user believes that the subject works or recordings have not infringed upon others’ rights, the user may submit to the internet service provider
a written explanation with preliminary documents supporting non-infringement, and a request for the restoration of the deleted works or recordings. The
internet service provider should then immediately restore the deleted or disconnected content and forward the user’s written statement to the rights owner.
On December 26, 2009, the Standing Committee of the National People’s Congress adopted the Torts Liability Law, which became effective on July 1,
2010. Under this Torts Liability Law, both internet users and internet service providers may be liable for the wrongful acts of users who infringe the lawful
rights of other parties. If an internet user utilizes internet services to commit a tortious act, the party whose rights are infringed may request the internet
service provider to take measures, such as removing or blocking the content, or disabling the links thereto. Failure to take necessary measures after receiving
such notice will subject the internet service providers to joint liability for any further damages suffered by the rights holder. Furthermore, if an internet
service provider fails to take necessary measures when it knows that an internet user utilizes its internet services to infringe the lawful rights and interests of
other parties, it will be held jointly liable with the internet user for damages resulting from the infringement.
According to an interpretation by PRC Supreme People’s Court, which took effect on January 1, 2013, internet service providers will be held jointly
liable if they continue their infringing activities or do not remove infringing content from their websites once they know of the infringement or receive notice
from the rights holder. If an internet service provider economically benefits from the works, performances, and sound or visual recordings provided by
network users, it must pay close attention to infringement of network information transmission rights by network users.
Trademark. The PRC Trademark Law, adopted in 1982 and amended in 1993, 2001 and 2013, protects registered trademarks. The Trademark Office
under the National Intellectual Property Administration handles trademark registrations and grants a term of ten years for registered trademarks. Trademark
license agreements must be filed with the Trademark Office for record. We hold “汽车之家” and “车之家” (“auto home” in English) and “AUTOHOME®”
trademarks in China with each registered under different categories.
Domain Names. In September 2002, China Internet Network Information Center, or CNNIC, issued the Implementing Rules for Domain Name
Registration, as amended in June 2009 and May 2012, that set forth detailed rules for registration of domain names. On August 24, 2017, the MIIT
promulgated the Administrative Measures for Internet Domain Names, which came into effect on November 1, 2017 and replaced the original Measures
promulgated in 2004. The Domain Name Measures regulate the registration of domain names, such as the first tier domain name “.cn.” In 2002, the CNNIC
issued the Measures on Domain Name Dispute Resolution, as amended in 2006, 2012 and 2014, pursuant to which the CNNIC can authorize a domain name
dispute resolution institution to decide disputes. We have registered a number of domain names, including autohome.com.cn, autohome.com and
che168.com.
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Regulations on Tax
See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Taxation—PRC” and “Item 10. Additional Information—E.
Taxation—People’s Republic of China Taxation.”
Regulations on Foreign Exchange
Foreign exchange activities in China are primarily governed by the following regulations:
•
•
Foreign Currency Administration Rules (2008), or the Exchange Rules; and
Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996), or the Administration Rules.
Under the Exchange Rules, if documents certifying the purposes of the conversion of RMB into foreign currency are submitted to the relevant foreign
exchange conversion bank, the RMB will be convertible for current account items, including the distribution of dividends, interest and royalties payments,
and trade and service-related foreign exchange transactions. Conversion of RMB for capital account items, such as direct investment, loans, securities
investment and repatriation of investment, however, is subject to the approval of, or registration with, SAFE or its local counterpart. Capital investments by
PRC entities outside of China, after obtaining the required approvals of, or making filings with, the relevant approval authorities, such as the MOFCOM and
the NDRC or their local counterparts, are also required to register with SAFE or its local counterpart.
Under the Administration Rules, foreign-invested enterprises may only buy, sell and/or remit foreign currencies at banks authorized to conduct foreign
exchange business after providing valid commercial documents and, in the case of capital account item transactions, obtaining approval from or being
registered with SAFE or its local counterpart.
In utilizing the proceeds we received from our equity offerings, as an offshore holding company with PRC subsidiaries, we may (a) make additional
capital contributions to our PRC subsidiaries, (b) establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries, (c) make
loans to our PRC subsidiaries or VIEs or (d) acquire offshore entities with business operations in China in offshore transactions. However, most of these uses
are subject to PRC regulations and approvals. For example:
•
•
•
capital contributions to our PRC subsidiaries, whether existing or newly established, must be approved by the MOFCOM or its local
counterparts;
loans by us to our PRC subsidiaries, each of which is a foreign-invested enterprise, to finance their activities cannot exceed statutory limits and
must be registered with SAFE or its local branches; and
loans by us to our VIEs, which are domestic PRC entities, must be approved by the NDRC (in the case of middle or long term loans) or be within
the limits approved by SAFE (in the case of short term loans), and must also be registered with SAFE or its local branches.
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On March 30, 2015, SAFE issued the SAFE Circular 19, which became effective on June 1, 2015. On June 9, 2016, the SAFE issued the Circular of the
State Administration of Foreign Exchange on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts, or
SAFE Circular 16, which revised some provisions of SAFE Circular 19. According to SAFE Circular 19 and SAFE Circular 16, the flow and use of the
Renminbi capital converted from registered capital denominated in foreign currency of a foreign-invested company is regulated such that Renminbi capital
may not be used for business beyond its business scope or to provide loans to persons other than the foreign-invested company’s affiliates unless otherwise
permitted under its business scope. Violations of SAFE Circular 19 or SAFE Circular 16 could result in administrative penalties. Pursuant to both of SAFE
Circular 19 and SAFE Circular 16, foreign-invested enterprises may either continue to follow the current payment-based foreign currency settlement system
or choose to follow the “conversion-at-will” system for foreign currency settlement. Where a foreign-invested enterprise follows the conversion-at-will system
for foreign currency settlement, it may convert part or all of the amount of the foreign currency in its capital account, special account for foreign debt or
special account for overseas listing into Renminbi at any time. The converted Renminbi will be kept in a designated account labeled as settled but pending
payment, and if the foreign-invested enterprise needs to make payment from such designated account, it still needs to go through the review process with its
bank and provide necessary supporting documents. SAFE Circular 19 and SAFE Circular 16, therefore, have substantially lifted the restrictions on the usage
by a foreign-invested enterprise of its Renminbi registered capital, foreign debt and repatriated funds raised through overseas listing converted from foreign
currencies. According to SAFE Circular 19 and SAFE Circular 16, such Renminbi capital, foreign debt and repatriated funds raised through overseas listing
may be used at the discretion of the foreign-invested enterprise and SAFE will eliminate the prior approval requirement and only examine the authenticity of
the declared usage afterwards. Nevertheless, it is still not clear whether foreign-invested enterprises like our PRC subsidiaries are allowed to extend
intercompany loans to our VIEs. In addition, as SAFE Circular 19 and SAFE Circular 16 were promulgated recently, there remain substantial uncertainties
with respect to the interpretation and implementation of these circulars by relevant authorities. See “Item 3. Key Information—D. Risk Factors—Risks
Related to Our Corporate Structure—PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental
control of currency conversion may restrict or prevent us from using the proceeds of our equity offerings to make loans to our PRC subsidiaries and VIEs or to
make additional capital contributions to our PRC subsidiaries, which may materially and adversely affect our liquidity and our ability to fund and expand
our business.”
Moreover, on January 26, 2017, SAFE promulgated Circular of the State Administration of Foreign Exchange on Further Advancing the Reform of
Foreign Exchange Administration and Improving Examination of Authenticity and Compliance (“Circular 3”). The Circular 3 stipulates several control
measures with respect to the outbound remittance of any profit from domestic entities to offshore entities, including (i) under the principle of genuine
transaction, banks should review board resolutions, the original version of tax filing records and audited financial statements before wiring the foreign
exchange profit distribution of a foreign-invested enterprise exceeding US$50,000; and (ii) domestic entities should hold income to make up previous years’
losses before remitting the profits to offshore entities. Moreover, pursuant to Circular 3, verification on the genuineness and compliance of foreign direct
investments in domestic entities has also been tightened.
Regulations on Dividend Distribution
The principal regulations governing dividend distributions of wholly foreign-owned enterprises include:
•
•
•
the Companies Law (2005, as amended in 2013 and 2018);
the Wholly Foreign-Owned Enterprise Law (2016); and
the Wholly Foreign-Owned Enterprise Law Implementing Rules (2014).
Under these regulations, wholly foreign-owned enterprises in the PRC may pay dividends only out of their accumulated profits as determined in
accordance with PRC accounting standards and regulations. In addition, these wholly foreign-owned enterprises are required to set aside at least 10% of their
respective accumulated profits each year, if any, to fund certain statutory reserve funds, until the aggregate amount of such fund reaches 50% of its registered
capital.
Regulations on Offshore Investment by PRC Residents
On July 4, 2014, the SAFE promulgated the Notice on Relevant Issues Concerning Foreign Exchange Control of Domestic Residents’ Overseas
Investment and Financing and Roundtrip Investment through Offshore Special Purpose Vehicles, or SAFE Circular No. 37, which replaced the former Notice
on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in Financing and Inbound Investment via Overseas Special
Purpose Vehicles (generally known as SAFE Circular No. 75) promulgated by the SAFE on October 21, 2005.
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SAFE Circular No. 37 requires PRC residents to register with local branches of SAFE in connection with their direct establishment or indirect control of
an offshore entity, for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interests in domestic
enterprises or offshore assets or interests, which is referred to in SAFE Circular No. 37 as a “special purpose vehicle.” SAFE Circular No. 37 further requires
amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as an increase or decrease of capital
contributed by PRC residents, share transfer or exchange, merger, division or other material events. In the event that a PRC resident holding interests in a
special purpose vehicle fails to complete the required SAFE registration, the PRC subsidiaries of that special purpose vehicle may be prohibited from making
profit distributions to the offshore parent and from carrying out subsequent cross-border foreign exchange activities and the special purpose vehicle may be
restricted in its ability to contribute additional capital into its PRC subsidiaries. Furthermore, failure to comply with the various SAFE registration
requirements described above could result in liability under PRC law for evasion of foreign exchange controls.
Pursuant to the Circular on Further Simplifying and Improving the Direct Investment-related Foreign Exchange Administration Policies, or SAFE
Circular No. 13, which was promulgated by SAFE on February 13, 2015 and came into effect on June 1, 2015, the administrative approvals of foreign
exchange registration for direct domestic investment and direct overseas investment were canceled. In addition, SAFE Circular No. 13 simplified the
procedures of registration of foreign exchange by allowing investors to register with local banks with respect to the registration of foreign exchange for direct
domestic investment and direct overseas investment.
Currently, there is no PRC resident among our shareholders. Should there be any PRC residents proposed to become our shareholders in the future, they
shall register with the competent local branch of the SAFE or relevant banks with respect to their investments in our company as required by SAFE Circular
No. 37 or SAFE Circular No. 13 and shall update their registration filings with the SAFE or relevant banks when there are any changes that should be
registered under SAFE Circular No. 37 or SAFE Circular No. 13.
Regulations on Employee Stock Options Plans
In December 2006, the PBOC promulgated the Administrative Measures of Foreign Exchange Matters for Individuals, setting forth the respective
requirements for foreign exchange transactions by individuals (both PRC or non-PRC citizens) under either the current account or the capital account. The
relevant implementing rules which were issued in January 2007 and further revised in May 2016 by SAFE specified approval requirements for certain capital
account transactions, such as a PRC citizen’s participation in employee stock ownership plans or share option plans of an overseas publicly listed company.
In February 2012, SAFE promulgated the Stock Option Notice that supersedes the requirements and procedures for the registration of PRC resident
individuals’ participation in stock incentive plans set forth by certain rules promulgated by SAFE in March 2007. The purpose of the Stock Option Notice is
to regulate the foreign exchange administration of PRC resident individuals who participate in employee stock holding plans and share option plans of
overseas listed companies.
According to the Stock Option Notice, if a PRC resident individual participates in any employee stock incentive plan of an overseas listed company, a
PRC domestic qualified agent appointed through the PRC subsidiary of such overseas listed company must, among other things, file, on behalf of such
individual, an application with SAFE or its local counterpart to obtain approval for an annual allowance with respect to the purchase of foreign exchange in
connection with stock holding or share option exercises. With the approval from SAFE or its local counterpart, the PRC domestic qualified agent shall open a
special foreign exchange account at a PRC domestic bank to hold the funds required in connection with the stock purchase or option exercise, any returned
principal or profits upon sales of shares, any dividends issued on the stock and any other income or expenditures approved by SAFE or its local counterpart.
Under the Foreign Currency Administration Rules, as amended, the foreign exchange proceeds of domestic entities and individuals can be remitted
into China or deposited abroad, subject to the terms and conditions to be issued by SAFE. However, the implementing rules in respect of depositing the
foreign exchange proceeds abroad have not been issued by SAFE. The foreign exchange proceeds from the sales of shares can be converted into RMB or
transferred to such individuals’ foreign exchange savings account after the proceeds have been remitted back to the special foreign exchange account opened
at the PRC domestic bank. If share options are exercised in a cashless exercise, the PRC domestic individuals are required to remit the proceeds to special
foreign exchange accounts.
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Many issues with respect to the Stock Option Notice require further interpretation. We and our PRC employees who participate in an employee stock
incentive plan are subject to the Stock Option Notice as we are an overseas listed company. We have registered with the local counterparts of SAFE for our
PRC resident employees who participate in our share incentive plans, as required under the Stock Option Notice and relevant rules. If we or our PRC
employees fail to comply with the Stock Option Notice, we and our PRC employees may face sanctions imposed by the PRC foreign exchange authority or
any other PRC government authorities, including restrictions on foreign currency conversions and additional capital contribution to our PRC subsidiaries.
In addition, the SAT has issued circulars concerning employee share options. Under these circulars, our employees working in China who exercise
share options will be subject to PRC individual income tax. Our PRC subsidiary has obligations to file documents related to employee share options with
relevant tax authorities and withhold the individual income taxes of employees who exercise their share options. If our employees fail to pay and we fail to
withhold their income taxes, we may face sanctions imposed by tax authorities or any other PRC government authorities. See “Item 3. Key Information—D.
Risk Factors—Risks Related to Doing Business in China—Failure to comply with PRC regulations regarding the registration requirements for employee
share ownership plans or share option plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.”
Regulation on Employment
Pursuant to the PRC Labor Law and the PRC Labor Contract Law, employers must execute written labor contracts with full-time employees. All
employers must compensate their employees with wages equal to at least the local minimum wage standards. All employers are required to establish a system
for labor safety and sanitation, strictly abide by state rules and standards and provide employees with workplace safety training. Violations of the PRC Labor
Contract Law and the PRC Labor Law may result in the imposition of fines and other administrative liabilities.
In addition, employers in China are obliged to provide employees with welfare schemes covering pension insurance, unemployment insurance,
maternity insurance, work-related injury insurance, medical insurance and housing funds.
Regulations on Concentration in Merger and Acquisition Transactions
The M&A Rules established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-
consuming and complex. These rules require, among other things, that the MOFCOM be notified in advance of any change-of-control transaction in which a
foreign investor will take control of a PRC domestic enterprise or a foreign company with substantial PRC operations, if certain thresholds under the
Provisions on Thresholds for Prior Notification of Concentrations of Undertakings issued by the State Council on August 3, 2008 and amended on
September 18, 2018 are triggered. In August 2006, six PRC regulatory agencies, including the CSRC, jointly adopted the Provisions Regarding Mergers and
Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rule, which became effective in September 2006 and was further amended in June
2009. This M&A Rule purports to require, among other things, offshore special purpose vehicles, formed for listing purposes through acquisition of PRC
domestic companies and controlled by PRC companies or individuals, to obtain the approval from the CSRC prior to publicly listing their securities on an
overseas stock exchange.
Complying with these requirements could affect our ability to expand our business or maintain our market share. See “Item 3. Key Information—D.
Risk Factors—Risks Related to Doing Business in China—Certain regulations in the PRC may make it more difficult for us to pursue growth through
acquisitions.”
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C.
Organizational Structure
The following diagram illustrates our corporate structure, including our principal subsidiaries and VIEs, as of the date of this annual report:
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Note:
(1)
The two individuals are Min Lu and Haiyun Lei, each a PRC citizen. Each of Min Lu and Haiyun Lei holds 50% of the equity interests in each of
Autohome Information, Shanghai Advertising and Shengtuo Hongyuan.
As of March 31, 2019, Yun Chen owned 52.2% of our total issued and outstanding ordinary shares. Yun Chen is a wholly owned subsidiary of Ping An
Insurance (Group) Company of China, Ltd., a public company listed on the Hong Kong Stock Exchange, which beneficially owned 52.2% of the total voting
rights in our company.
In September 2016, the then individual nominee shareholders of Shengtuo Hongyuan and Guangzhou Advertising, our previous VIE that is already
dissolved and deregistered, entered into Equity Interest Purchase Agreements and Debt Transfer and Offset Agreements with Min Lu and Haiyun Lei,
pursuant to which the then individual nominee shareholders transferred all of their equity interests in each of the entities to Min Lu and Haiyun Lei. In March
2017, the then individual nominee shareholders of Autohome Information and Shanghai Advertising entered into Equity Interest Purchase Agreements and
Debt Transfer and Offset Agreements with Min Lu and Haiyun Lei, pursuant to which the then individual nominee shareholders transferred all of their equity
interests in each of the entities to Min Lu and Haiyun Lei. Upon the execution of the above Equity Interest Purchase Agreements and Debt Transfer and Offset
Agreements, all contractual arrangements between the then individual nominee shareholders and our wholly owned subsidiaries were terminated. Autohome
WFOE entered into a series of contractual agreements with (i) Guangzhou Advertising and each of its then individual nominee shareholders in September
2016, (ii) Autohome Information and each of its individual nominee shareholders in March 2017, (iii) Autohome Information and each of its subsidiaries,
namely Autohome Advertising and Chengshi Advertising, in September 2016 and (iv) Shanghai Advertising and each of its individual nominee shareholders
in March 2017. Chezhiying WFOE entered into a series of contractual agreements with Shengtuo Hongyuan, each of its individual nominee shareholders and
its two subsidiaries in September 2016.
For the information regarding our contractual arrangements, please refer to “Item 7.B. Related Party Transactions—Contractual Arrangements with Our
Variable Interest Entities.”
In consideration of the previous restrictions imposed on the shareholders of foreign-invested companies engaging in advertising business, we once
conducted advertising business by entering into a series of contractual arrangements with Guangzhou Advertising, Shanghai Advertising, Autohome
Advertising and Chengshi Advertising. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—If the PRC government
finds that the agreements that establish the structure for operating our services in China do not comply with PRC governmental restrictions on foreign
investment in internet businesses, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe
penalties or be forced to relinquish our interests in those operations.” Since the regulatory environment developed, such restrictions were lifted in 2015.
Therefore, in 2015, we completed the migration of our advertising business from Guangzhou Advertising, Shanghai Advertising and other PRC entities to the
PRC subsidiaries of Autohome Media. In August 2017 and March 2018, we decided to liquidate and dissolve Guangzhou Advertising and Shanghai
Advertising, respectively. We have completed the dissolution and deregistration of Guangzhou Advertising. Currently we are undertaking the governmental
procedures to liquidate, dissolve and de-register Shanghai Advertising, which are expected to be completed by the end of 2019. Autohome WFOE has signed
the termination agreements with respect to the contractual agreements that it has entered into with Guangzhou Advertising and Shanghai Advertising and
each of their respective individual nominee shareholders to terminate the contractual arrangements on the date of the issuance of an approval notice for the
deregistration of Guangzhou Advertising and Shanghai Advertising by the competent local Bureau of Market Regulation in charge of such two entities,
respectively. Pursuant to such termination agreements, Autohome WFOE has terminated the contractual agreements that it has entered into with Guangzhou
Advertising and its individual nominee shareholders.
D.
Property, Plants and Equipment
Our corporate headquarters is located in Beijing, China, where we lease office space with an area of approximately 28,325 square meters. We generally
make rental payments on a monthly or quarterly basis. In addition, as of December 31, 2018, we also leased office space in 73 cities for our representative
offices, including regional operation centers in Shanghai, Guangzhou and Tianjin in China. We believe that our existing facilities are generally adequate to
meet our current needs, but we expect to seek additional space as needed to accommodate future growth.
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Our servers are primarily hosted at internet data centers owned by major domestic internet data center providers. The hosting services agreements
typically have a term of one year. We believe that our current facilities are adequate and that we will be able to obtain additional facilities, principally
through leasing, to accommodate any future expansion plans.
ITEM 4A
UNRESOLVED STAFF COMMENTS
None.
ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial
statements and the related notes included elsewhere in this annual report. This discussion contains forward-looking statements that involve risks and
uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a
result of various factors, including those set forth under “Risk Factors” and elsewhere in this annual report.
A.
Operating Results
Overview
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We are a leading online destination for automobile consumers in China. Through our two websites, autohome.com.cn and che168.com, accessible
through PCs and mobile devices, and our mobile applications, we deliver comprehensive, independent and interactive content to automobile buyers and
owners, and offer them our facilitation services related to new car and used car transactions and auto-financing and insurance products and services. We
generate revenues from media services, leads generation services and online marketplace and others.
Through our media services, we provide automakers with solutions in connection with brand promotion, new model releases and sales promotions. Our
large and engaged user base of automobile consumers provides a broad reach for automakers’ marketing messages.
Our leads generation services enable our dealer subscribers to create their own online showrooms, list pricing and promotional information, provide
dealer contact information, place advertisements and manage customer relationships to help them reach a broad set of potential customers and effectively
market their automobiles to consumers online and ultimately generate sales leads. Our leads generation services also include used car listing services which
provide a user interface that allows potential used car buyers to identify listings meeting their specific requirements and to contact the relevant sellers.
While we continued to strengthen our media and leads generation services, we also further developed our transaction business. Our transaction
business focuses on providing facilitation services for transactions of new and used cars and other platform-based services for new and used car buyers and
sellers. In early 2017, we also launched our auto financing business and started to provide services to our cooperative banks and financial institutions by
displaying and marketing their financial products, covering loans, leases and insurance services for consumers and independent automobile sellers. Towards
the end of 2017, we launched data products, which leverage our big data analytics capabilities and the massive pool of user data accumulated on our
platform, and started to provide data-driven marketing solutions for automakers and dealers on our platform. Through offering these services on our platform,
we believe we are on track to build a robust automotive ecosystem to serve consumers throughout their automobile ownership life cycles.
We have increased our net revenues since 2016 to RMB7,233.2 million (US$1,052.0 million) in 2018, representing a three-year CAGR of 16.3%. Our
net income attributable to Autohome Inc. increased from RMB1,227.9 million in 2016 to RMB2,001.6 million in 2017 and further to RMB2,871.0 million
(US$417.6 million) in 2018, representing a CAGR of 52.9%.
In May 2014, the Financial Accounting Standard Board, or FASB, issued a new standard related to revenue recognition and further issued several
amendments and updates to the new revenue guidance, which is all together referred to as Accounting Standard Codification 606, or ASC 606. We have
finalized our analysis and the most significant impact of ASC 606 is the change of the presentation of value-added tax, or VAT, from gross basis to net basis.
We adopted this guidance effective January 1, 2018 using the modified retrospective method. To provide readers with meaningful year-over-year
comparison, the operating results under this item both in absolute amounts and as percentage of revenues are presented, discussed and analyzed under the
new revenue guidance, including those for the comparative periods in 2016 and 2017.
The following is a reconciliation table illustrating the impact of adopting this new revenue guidance for the years ended December 31, 2016 and 2017,
as adjusted, which was related to the change in the presentation of VAT from gross basis to net basis.
Net revenues
Media services
Leads generation services
Online marketplace and others
Total net revenues
Cost of revenues
Gross profit
Other income, net
Operating profit
Net income attributable to Autohome Inc.
Under Previous
revenue guidance
For the Year Ended December 31, 2016
Effects of new revenue
guidance
Under New revenue
guidance
2,337,196
1,916,309
1,708,116
5,961,621
(2,393,165)
3,568,456
13,953
1,167,322
1,227,914
71
(134,097)
(238,807)
(244,124)
(617,028)
458,363
(158,665)
158,665
—
—
2,203,099
1,677,502
1,463,992
5,344,593
(1,934,802)
3,409,791
172,618
1,167,322
1,227,914
Table of Contents
Net revenues
Media services
Leads generation services
Online marketplace and others
Total net revenues
Cost of revenues
Gross profit
Other income, net
Operating profit
Net income attributable to Autohome Inc.
Under Previous
revenue guidance
For the Year Ended December 31, 2017
Effects of new revenue
guidance
Under New revenue
guidance
3,065,832
2,615,998
528,351
6,210,181
(1,358,685)
4,851,496
8,577
2,051,830
2,001,619
(173,499)
(327,717)
(61,642)
(562,858)
352,685
(210,173)
210,173
—
—
2,892,333
2,288,281
466,709
5,647,323
(1,006,000)
4,641,323
218,750
2,051,830
2,001,619
General Factors Affecting Our Results of Operations
Our business and results of operations are significantly affected by China’s overall economic conditions and the general trends in the automotive
industry, especially new automobile sales in China. Economic growth in China has contributed to an increase in household disposable income and improved
the availability of financing for automobile purchases. These factors, coupled with the rapid growth of the automotive industry and the emergence of
industry-wide favorable governmental policies in recent years, have contributed to the general increase in the number of new automobiles sold in China and
have promoted the development of automobile transaction business, in particular, the auto-financing business. Regardless of China’s overall favorable
policies, some local governments have different approaches and have even tightened the local regulations on automobile transactions, which may slow the
growth rate of new automobile sales and decrease the demand for our services, such as the general downward trends of automobile sales and demand in 2018.
In addition, our business is subject to the overall advertising expenditures by automakers and automobile dealers, the development of online advertising
industry in China and the market acceptance of online advertising and promotion. Our results of operations can also be significantly impacted by our ability
to minimize costs and maximize efficiency in our operations.
In addition, our business and results of operations may be affected by our user reach, the level of user experience and engagement. Automaker and
dealer advertisers, who contribute a substantial portion of our revenues, choose to advertise on our websites and mobile applications in significant part
because of our leading market position in the online automotive advertising industry and the enriched, diversified and customized content on our websites
and mobile applications. Also, effective marketing and promotion activities conducted by us are critical for us to maintain and enhance our brand
recognition and attract more traffic to our platform. We anticipate that our ability to continue to attract a large and growing user base and maintain a high
level of user engagement and satisfactory user experience will affect our ability to attract advertisers and dealer subscribers to our websites and mobile
applications and in turn, our ability to generate sales leads and further to facilitate transactions. Finally, our business and results of operations may be
affected by the development of e-commerce in China and consumers’ acceptance of online automobile purchases.
Specific Factors Affecting Our Results of Operations
While our business and results of operations are generally affected by China’s overall economic conditions, the general trends in China’s automotive
industry, our user reach and engagement and consumers’ acceptance of online automobile purchases, our results of operations are more directly affected by
the specific financial factors set forth below.
Net Revenues
We currently generate our net revenues from media services, leads generation services, online marketplace and others.
Media services mainly include automaker advertising services and regional marketing campaigns conducted by certain automobile brands’ regional
offices. We sell our advertising services primarily to automakers and dealers through third-party advertising agencies, with automakers contributing a
substantial majority of our advertising services revenues. We offer rebates to advertising agencies who represent automakers and automobile dealers that
place advertisements on our platform. Our net revenues are presented net of rebates to advertising agencies.
We generate revenues from leads generation services through dealer subscription services, advertising services sold to individual dealer advertisers and
used car listing services. We sell our dealer subscription services to automobile dealers mainly on a fixed-fee subscription basis, with the fee rates varying
based on the period of subscription, the versions of the relevant subscription packages and the cities where the automobile dealers are located.
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We also generate revenues from online marketplace and others, which consist of the new vehicle transaction business, used vehicle transaction
business, auto-financing business, data products, and others. For new car and used car marketplace and auto-financing business, we provide platform-based
services including facilitation of transactions, transaction-oriented marketing solutions, generation of sales leads and insurance brokerage services. For data
products, we provide data analysis reports and data-driven sales and marketing tools for automakers and dealers. The service fees are recognized when the
services are provided, sales leads are delivered or upon the completion of transaction facilitation, or upon the delivery of data reports and over the period of
consumption or utilization of marketing tools by automakers and dealers.
The following table sets forth the principal components of our net revenues in absolute amounts and as percentages of our total net revenues for the
years presented:
2016
RMB
%
For the Year Ended December 31,
2017
RMB
RMB
%
(in thousands, except percentages)
2018
US$
%
Net revenues:
Media services
Leads generation services
Online marketplace and others
Total net revenues
Media Services Revenues
2,203,099 41.2% 2,892,333 51.2% 3,508,254 510,254 48.5%
1,677,502 31.4
1,463,992 27.4
5,344,593 100.0
2,870,996 417,569 39.7
853,901 124,195 11.8
7,233,151 1,052,018 100.0
2,288,281 40.5
466,709
8.3
5,647,323 100.0
We generate media services revenues primarily from automaker advertising services and regional marketing campaigns conducted by certain
automobile brands’ regional offices. In 2016, 2017 and 2018, 95, 101 and 103 automakers operating in China purchased media services from us. As a result
of our high penetration in the automaker market, we believe that the future revenue growth of our media services will be driven primarily by automakers’
increased advertising spending on our websites and mobile applications as they continue to shift their advertising budgets from traditional media to online
media, the increasingly diversified and optimized portfolio of products and further development of mobile advertising, and monetization leveraging our
enriched and personalized content and big data analytics capabilities.
Increased spending will be driven primarily by a combination of (i) our ability to increase advertising volume, either due to (a) higher sell-through
rates, which is calculated as the percentage of advertising locations actually sold over total advertising locations available for sale in a given period, or
(b) the increased volume contribution from our mobile websites and applications; (ii) our ability to increase our pricing, as measured by price per location per
day, as our user reach continues to expand, and we continue to enhance the effectiveness of the services we offer and build automakers’ increasing awareness
of our platform, and (iii) our ability to constantly provide more diversified and optimized portfolio of product offerings. We primarily use a “cost per time”
pricing model to price our online advertising services by charging advertisers on a daily basis for an advertisement placed in a given location on our websites
and mobile applications. However, as we continue to grow our user base and enhance user engagement, we have set up “cost per thousand impressions,” “cost
per click” and other performance-based pricing models. These new initiatives have already begun to generate revenues but the amount was still insignificant
compared to the revenues generated from the “cost per time” pricing model.
Leads Generation Services Revenues
We generate leads generation services revenues through (i) dealer subscription services, (ii) advertising services sold to individual dealer advertisers,
and (iii) used car listing services. Our dealer subscribers are dealers that have purchased subscription packages which are delivered through our dealership
information system. We provide our dealer subscribers with additional tools and features to enable them to more effectively market their inventories on our
websites and mobile applications. Our used car listing services primarily consist of listing and display of used vehicles and generation of sales leads through
our platform. Our used car marketplace functions as a user interface that allows potential used car buyers to identify listings that meet their specific
requirements and helps them contact the relevant sellers. We provided leads generation services to 24,096, 27,167 and 28,613 dealers in 2016, 2017 and
2018, respectively. Our leads generation services revenues accounted for 31.4%, 40.5% and 39.7% of our net revenues in 2016, 2017 and 2018, respectively.
We believe that our leads generation services revenues will continue to grow in the near future, driven by our ability to increase the penetration rate of
high-end subscription packages, provide more diversified and upgraded value-added services to our dealer customers with our capabilities of connecting
dealers with our large user base, and increase the average revenue contribution per dealer.
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Online Marketplace and Others Revenues
We generate revenues from online marketplace and others through our transaction platform, auto-financing business, data products, and others. For new
vehicles, our transaction business currently focuses on platform-based services including facilitating transactions on the Autohome Mall and providing
transaction-oriented marketing solutions and other platform-based services. Before 2018, our transaction business related to new vehicles also included direct
vehicle sales business. For used vehicles, our transaction platform functions as a transaction system, which connects automobile buyers and used automobile
sellers and facilitates their vehicle transactions on our platform through providing a wide range of auto related services, such as leads generation, user profile
generation, auto financing products and valuation tools. For our auto-financing business, based on users’ preferences and our big data analysis, we
recommend a broad range of loans, leases and insurance products offered by our cooperative financial institutions to our users who have auto financing needs
and we match them with these financial institutions to facilitate transactions. We have also introduced merchant loans offered by our cooperative financial
institutions to automobile sellers. As a result of our acquisition of Shanghai Tianhe in 2017, we currently facilitate the transactions of insurance products
between consumers and our cooperative insurance business partner as an insurance brokerage service provider. For data products, we offer customized data
products and a series of intelligent sales and marketing tools, primarily including intelligent e-marketing and intelligent showroom to automakers and
dealers. Our revenues from online marketplace and others accounted for 27.4%, 8.3% and 11.8% of our net revenues in 2016, 2017 and 2018, respectively.
Revenues from direct vehicle sales accounted for 95.3%, 65.4% and nil of revenues from online marketplace and others in 2016, 2017 and 2018,
respectively. With the implementation of our strategy to focus on facilitating transactions, we cleared all direct vehicle sales inventories in 2017. Going
forward, we will explore diversified business models and opportunities to build a robust and comprehensive e-commerce platform and continue to develop
our transaction system and our auto-financing and data products businesses.
Cost of Revenues
Cost of revenues refers primarily to (i) content-related costs, (ii) depreciation and amortization expenses, (iii) bandwidth and internet data center
(“IDC”) costs, (iv) tax surcharges and (v) cost of sales. The following table sets forth the principal components of our cost of revenues in absolute amounts
and as a percentage of our total net revenues for the years indicated:
Cost of revenues:
Content-related costs(1)
Depreciation and amortization expenses
Bandwidth and IDC costs
Tax surcharges
Cost of sales
Total cost of revenues
For the Year Ended December 31,
2016
2017
2018
RMB
%
RMB
%
RMB
US$
%
(in thousands, except percentages)
269,313 5.0% 390,885 6.9% 441,459 64,208 6.0%
42,570 0.8
51,766 1.0
132,526 2.5
1,438,627 26.9
1,934,802 36.2% 1,006,000 17.8% 820,288 119,306 11.3%
41,600
6,050 0.6
105,313 15,317 1.5
231,916 33,731 3.2
— — —
41,579 0.7
89,889 1.6
184,111 3.3
299,536 5.3
Note:
(1)
Including share-based compensation expenses of RMB12.3 million for 2016, RMB15.2 million for 2017 and RMB16.1 million (US$2.3 million) for
2018
Content-related Costs. Content-related costs are costs directly related to creating and editing the original generated content, organizing and
maintaining user generated content on our websites and mobile applications, and maintaining our professionally generated content. Content-related costs
mainly include salaries and benefits, toll free telephone charges, travel and office expenses of our editorial personnel, expenses we incur in the execution of
the offline portion of our advertisers’ online promotions and professionally generated content displayed on our websites and mobile applications. We expect
our content-related costs may continue to increase primarily due to our business growth.
Depreciation and Amortization Expenses. A substantial majority of our amortization expenses relate to the amortization of intangibles including
trademarks that we acquired in connection with the acquisitions of Cheerbright, China Topside and Norstar in June 2008, shortly after the inception of our
company, and the insurance brokerage license obtained through our acquisition of Shanghai Tianhe. Depreciation expenses are related to servers and other
equipment that are directly related to our revenue-generating business activities and leasehold improvements. We expect our amortization expenses will
decrease after the end of the estimated useful lives of certain intangible assets.
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Bandwidth and IDC Costs. Bandwidth and IDC costs consist of fees that we pay to telecommunication carriers and other service providers for
telecommunication services and for hosting our servers at their internet data centers, as well as fees we pay to our content delivery network service provider
for the distribution of our content. Our bandwidth and IDC costs are expected to continue to increase in subsequent period to support the operation of our
websites and mobile applications and improve our users’ experience.
Tax Surcharges. Our tax surcharges primarily consist of 3% cultural development fees charged for our advertising services, construction and
maintenance tax and education surcharges. Our overall tax surcharges as a percentage of our total net revenues was 2.5% in 2016, 3.3% in 2017 and 3.2% in
2018.
Cost of Sales. Cost of sales includes cost of vehicle purchases, other directly attributable costs of direct vehicle sales under the new vehicle transaction
business and write-down of inventories and prepayment for vehicle purchase cost. Rebates relating to new vehicles purchased but still held by us as of the
balance sheet date are recorded as a reduction to cost of inventories while rebates relating to new vehicles purchased and sold during the reporting period are
recorded as a reduction to cost of revenues.
Operating Expenses
Our operating expenses consist of sales and marketing expenses, general and administrative expenses and product development expenses. The
following table sets forth our operating expenses in absolute amounts and as percentages of our total net revenues for the years indicated:
2016
RMB
%
For the Year Ended December 31,
2017
RMB
RMB
%
(in thousands, except percentages)
2018
US$
%
Operating expenses:
Sales and marketing expenses(1)
General and administrative expenses(2)
Product development expenses(3)
Total operating expenses
Notes:
1,536,939 28.8% 1,647,519 29.2% 2,435,236 354,190 33.6%
306,794 5.7
571,354 10.7
2,415,087 45.2% 2,808,243 49.8% 3,885,329 565,097 53.7%
314,846 45,792 4.4
1,135,247 165,115 15.7
281,951 5.0
878,773 15.6
(1)
(2)
(3)
Including share-based compensation expenses of RMB50.8 million for 2016, RMB53.1 million for 2017, and RMB61.6 million (US$9.0 million) for
2018.
Including share-based compensation expenses of RMB78.0 million for 2016, RMB60.0 million for 2017, and RMB56.0 million (US$8.1 million) for
2018.
Including share-based compensation expenses of RMB54.3 million for 2016, RMB49.6 million for 2017, and RMB68.6 million (US$10.0 million) for
2018.
Sales and Marketing Expenses. Our sales and marketing expenses primarily consist of the branding and marketing expenses incurred in connection
with promoting our brands and platform through search engines, mobile platforms, navigation sites and traditional media channels, sales promotion activities
and salaries and benefits and sales commissions for our sales and marketing personnel. Our sales and marketing expenses also include offline execution and
business development expenses associated with the implementation of our business and office- and travel-related expenses associated with our sales and
marketing activities. We expect that our sales and marketing expenses will continue to increase in the future as we will enhance our user engagement and
expand our business.
General and Administrative Expenses. Our general and administrative expenses primarily consist of personnel-related expenses for management and
administrative personnel and professional service fees. We expect that our general and administrative expenses will relatively decrease as percentage of our
net revenues in the future.
Product Development Expenses. Our product development expenses primarily consist of personnel-related expenses associated with the development
of new technologies and products, investment in underlying big data, AR and VR related technologies, and enhancement of our websites and mobile
applications. We expect that our product development expenses will increase as we expand our business, develop new features and functionalities, increase
the accessibility of our websites, mobile applications and the transaction platform, invest further in AR and VR related technologies and enhance our big data
analytics capabilities.
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Taxation
Cayman Islands
Autohome Inc., Autohome E-commerce Inc., Autohome Link Inc. and Autohome Financing Limited are incorporated in the Cayman Islands. Under the
current laws of the Cayman Islands, companies incorporated in the Cayman Islands are not subject to income or capital gains tax. In addition, dividend
payments are not subject to withholding tax in the Cayman Islands.
British Virgin Islands
Cheerbright is a company incorporated in the British Virgin Islands. Under the current laws of the British Virgin Islands, Cheerbright is not subject to
income or capital gains tax. In addition, dividend payments are not subject to withholding tax in the British Virgin Islands.
Hong Kong
Autohome (Hong Kong) Limited, Autohome Media, Autohome E-commerce Hong Kong Limited, Autohome Link Hong Kong Limited and Autohome
Financing Hong Kong Limited were incorporated in Hong Kong. Companies incorporated and registered in Hong Kong are subject to Hong Kong profits tax
on the taxable income as reported in their respective statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable
tax rate is 16.5% in Hong Kong. For 2016, 2017 and 2018, save for the tax payment made by Autohome Financing Hong Kong Limited in relation to our
disposal of the Financing JV as its 25% shareholder, we did not make any other provisions for Hong Kong profit tax as there were no assessable profits
derived from or earned in Hong Kong during these periods except for the above-mentioned investment disposal gain. Under the Hong Kong tax law, our
subsidiaries in Hong Kong are exempted from income tax on their foreign-derived income and there are no withholding taxes in Hong Kong on remittance of
dividends.
PRC
On December 29, 2018, the Standing Committee of the National People’s Congress amended the PRC Enterprise Income Tax Law, which was issued on
March 16, 2007. The Implementing Regulations of the Law of the PRC on Enterprise Income Tax was issued on December 6, 2007 and became effective on
January 1, 2008. Under the PRC Enterprise Income Tax Law and its implementation rules, a standard 25% enterprise income tax rate is generally applicable
to both foreign-invested enterprises and domestic enterprises, unless they qualify for certain exceptions.
Autohome WFOE, Beijing Autohome Technologies Co., Ltd., or Beijing Autohome Technologies, and Beijing Prbrownies were recognized as “HNTE”
in September 2010, July 2015 and February 2016, respectively, and are eligible for a 15% preferential tax rate effective through 2019, 2020 and 2020,
respectively, upon the completion of their filings with the relevant tax authorities. The qualification as an HNTE is subject to annual evaluation and a three-
year review by the relevant authorities in China. Autohome WFOE and Beijing Autohome Technologies further enjoy a more preferential tax treatment as
they, together with Beijing Prbrownies, were accredited as key software enterprises under the relevant PRC laws and regulations. Beijing Prbrownies was
exempt from income tax for the tax years of 2015 and 2016 and is qualified for the preferential enterprise tax rate of 10% for the tax year of 2017 and could
continue to enjoy a tax rate of 10% for the tax years thereafter, provided that it continues to complete the relevant governmental filing and maintain its status
as a key software enterprise during each relevant tax year. Similarly, each of Autohome WFOE and Beijing Autohome Technologies is qualified for the
preferential enterprise tax rate of 10% for the tax year of 2017 and could continue to enjoy a tax rate of 10% for the tax years thereafter, provided that it
continues to complete the relevant governmental filing and maintain its status as a key software enterprise during each relevant tax year. Chengdu
Prbrownies Software Co., Ltd., or Chengdu Prbrownies, was accredited as a software enterprise under the relevant PRC laws and regulations and was exempt
from enterprise income tax for the tax year of 2017. It could be exempt from enterprise income tax for the tax year of 2018, followed by a 50% reduction in
the statutory income tax rate of 25% for the tax years of 2019, 2020 and 2021 provided that it continues to maintain its status as a software enterprise during
each relevant tax year.
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Pursuant to the Circular on Income Tax Policies for Further Encouraging the Development of Software Industry and Integrated Circuit Industry jointly
issued by the SAT and the MOF on April 20, 2012, and the Circular on Issues concerning Preferential Enterprise Income Tax Policies for Software and
Integrated Circuit Industries jointly issued by the MOF, the SAT, the NDRC and the MIIT on May 4, 2016, eligible software enterprises which pass annual
review and filing by the relevant tax authorities can enjoy exemption of enterprise income tax for the first and second year as calculated from the profit
making year or no later than December 31, 2017 if no profit is made prior to that date, and thereafter enjoy half of the statutory rate of 25% for the third
through fifth year thereafter until the expiration of the preferential period. Beijing Prbrownies started to make profit since 2015, and it passed the review and
filing as an eligible software enterprise by the relevant tax authorities in 2016 and 2017, which qualified it for the exemption of enterprise income tax for the
tax years of 2015 and 2016. As each of Beijing Prbrownies, Autohome WFOE and Beijing Autohome Technologies, has further registered as a key software
enterprise in 2018, it enjoyed a reduced enterprise income tax of 10% for tax year of 2017. Going forward, if any of Autohome WFOE, Beijing Autohome
Technologies and Beijing Prbrownies fails to complete the filing and registration with the relevant tax authorities, it will no longer enjoy the preferential tax
rate, and the applicable enterprise income tax rate may increase to up to 15% as an HNTE if it still maintains the HNTE qualification, or up to 25% if it loses
the HNTE qualification. If Chengdu Prbrownies fails to maintain its software enterprise qualification, it will automatically forfeit the preferential tax
treatment described above.
Except for the above-mentioned entities, our remaining PRC subsidiaries and all the VIEs were subject to enterprise income tax at a rate of 25% for
2016, 2017 and 2018.
If our holding company in the Cayman Islands, Autohome Inc., were deemed to be a “PRC resident enterprise” under the Enterprise Income Tax Law, it
would be subject to enterprise income tax on its global income at a rate of 25%. If a subsidiary of us established in Hong Kong were deemed to be a “PRC
resident enterprise” and Autohome Inc. were not deemed to be a “PRC resident enterprise” under the Enterprise Income Tax Law, then dividends payable by
such subsidiary to Autohome Inc. may become subject to 10% PRC dividend withholding tax. Under such circumstances, it is not clear whether dividends
payable by our PRC subsidiaries to their respective shareholders in Hong Kong would still be subject to PRC dividend withholding tax at a rate of 5%. If
such subsidiary in Hong Kong were deemed to be a “PRC resident enterprise” under the Enterprise Income Tax Law, it would be subject to enterprise income
tax at a rate of 25%. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Our global income and the dividends that
we may receive from our PRC subsidiaries, dividends distributed to our non-PRC shareholders and ADS holders, and gains recognized by such shareholders
or ADS holders, may be subject to PRC taxes under the Enterprise Income Tax Law, which would have a material adverse effect on our results of operations.”
Critical Accounting Policies
We prepare our financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the end of each reporting period and the reported amount of
revenue and expenses during each reporting period. We evaluate these estimates and assumptions based on historical experience, knowledge and assessment
of current business and other conditions and expectations that we believe to be reasonable under the circumstances. Since the use of estimates is an integral
component of the financial reporting process, actual results could differ from these estimates and assumptions.
Some of our accounting policies require higher degrees of judgment than others in their application. When reviewing our consolidated financial
statements, you should consider (a) our selection of critical accounting policies, (b) the judgment and other uncertainties affecting the application of such
policies and (c) the sensitivity of reported results to changes in conditions and assumptions. For further information on our significant accounting policies,
see Note 2 to our consolidated financial statements for 2016, 2017 and 2018. We consider the policies discussed below to be critical to an understanding of
our consolidated financial statements as their application places significant demands on the judgment of our management. We believe the following critical
accounting policies are most significant to the presentation of our financial statements and some of which may require the most difficult, subjective and
complex judgments. They should be read in conjunction with our consolidated financial statements, the risks and uncertainties of which are described under
“Item 3. Key Information—D. Risk Factors” and other disclosures included in this annual report.
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Revenue Recognition
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), which amended the
existing accounting standards for revenue recognition. Subsequently, the FASB issued several amendments and updates to the new revenue guidance. We
adopted the new revenue guidance beginning January 1, 2018 by applying the modified retrospective method to those contracts that are not completed as of
January 1, 2018, with the comparative information not being adjusted and continuing to be reported under ASC 605. The most significant impact on us is the
change from the presentation of VAT on gross basis to net basis. This change reduces revenues and cost of revenues for the gross amount of VAT collected
and paid, respectively, and presents VAT refunds as a component of other income, net. This change has no impact on the determination of the amount or
timing of services and other revenue to be recognized and is only a change in classification. There were no adjustments to the opening balance of retained
earnings upon initially applying the new guidance. Adoption of the new revenue recognition standards had no impact to our consolidated balance sheet,
consolidated statement of cash flows, or consolidated statement of changes in shareholders’ equity for the year ended December 31, 2018.
The following table illustrates the effect of the adoption of ASC 606 by presenting a comparison of selected line items from our consolidated statement
of operational data for the year ended December 31, 2018:
Net revenues
Media services
Leads generation services
Online marketplace and others
Total net revenues
Cost of revenues
Gross profit
Other income, net
Operating profit
Net income attributable to Autohome Inc.
Under Previous
revenue guidance
For the Year Ended December 31, 2018
Effects of new revenue
guidance
Under New revenue
guidance
3,718,748
3,274,619
919,368
7,912,735
(1,210,545)
6,702,190
52,064
2,868,925
2,871,015
(210,494)
(403,623)
(65,467)
(679,584)
390,257
(289,327)
289,327
—
—
3,508,254
2,870,996
853,901
7,233,151
(820,288)
6,412,863
341,391
2,868,925
2,871,015
Our revenues are derived from media services, leads generation services and online marketplace and others. Under Topic 606, revenues are recognized
when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration we expect to be entitled to in
exchange for those goods or services. The recognition of revenue involves certain management judgments including identification of performance
obligations, stand-alone selling price for each performance obligation and estimation of variable consideration represented by sales rebates. We provide
rebates to agency companies based on cumulative annual advertising and service volume, which are accounted for as variable consideration. We estimate our
obligations under such agreements applying the expected value or most likely estimate, based on an evaluation of the likelihood of the agency companies’
achievement of the advertising and service volume targets and evaluation of the agency companies’ purchase trends and history. A refund liability, included
in accrued expenses and other payables, is recognized for expected sales rebates payable to agency companies in relation to advertising services provided
until the end of the reporting period. We recognize revenue for the amount of fees we receive from the customers, after deducting these sales rebates, and net
of VAT collected from customers. We believe that there will not be significant changes to our estimates of variable consideration and updates the estimate at
each reporting period as actual utilization becomes available.
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We determine revenue recognition through the following steps:
•
•
•
•
•
identification of the contract, or contracts, with a customer;
identification of the performance obligations in the contract;
determination of the transaction price;
allocation of the transaction price to the performance obligations in the contract; and
recognition of revenue when, or as, we satisfy a performance obligation.
Media services
Media services revenues mainly include revenues from automaker advertising services and regional marketing campaigns conducted by certain
automobile brands’ regional offices. The majority of our online advertising service contracts involve multiple deliverables or performance obligations
presented on PC and mobile platforms and in different formats, such as banner advertisements, links and logos, other media insertions and promotional
activities that are delivered over different periods of time.
Revenue is allocated among these different deliverables based on their relative stand-alone selling prices. We generally determine the stand-alone
selling price as the observable price of a product or service charged to customers when sold on a stand-alone basis. Advertising services are primarily
delivered based on cost per day (“CPD”) pricing model. For CPD advertising arrangements, revenue is recognized when the corresponding advertisements are
published over the stated display period. For certain marketing campaigns and promotional activities services, revenue is recognized when the corresponding
services have been rendered.
Leads generation services
Leads generation services primarily include revenues from (i) dealer subscription services, (ii) advertising services sold to individual dealer advertisers,
(iii) used car listing services and other value-added services. Under the dealer subscription services, we make available throughout the subscription period a
webpage linked to our websites and mobile applications where the dealers can publish information such as the pricing of their products, locations and
addresses and other related information. Advanced payment is normally made for the dealer subscription services and revenue is recognized over time on a
straight line basis as services are constantly provided over the subscription period. For the advertising services sold to individual dealers, revenue is
recognized when the advertisement is published over the stated display period. The used car listing services primarily include listing and display of used
vehicles and generation of sales leads through our platform. Our used car marketplace acts as a user interface that allows potential used car buyers to identify
listings that meet their specific requirements and contact the relevant sellers. Our service fee is charged based on the number of displayed days, or quantity of
sales leads delivered. Revenue is recognized at a point in time upon the display of vehicles or the delivery of sales leads.
Online marketplace and others
Online marketplace and others revenues primarily consist of revenues related to new car and used car marketplace, auto-financing business, data
products, and others. For the new car and used car marketplace and auto-financing business, we provide platform-based services including facilitation of
transactions, transaction-oriented marketing solutions, generation of sales leads and insurance brokerage service. For the new car marketplace, we also act as
the platform allowing users to review automotive-related information, purchase coupons offered by automakers for discounts and make purchases to complete
transaction. For our used car marketplace, we act as a C2B2C transaction system that facilitates the used car transaction between sellers and buyers and charge
service fee per each sale. For the auto-financing business, we provide a platform which serves as a bridge to match users and automobile sellers that have auto
financing needs with our cooperative financial institutions that offer a variety of products covering merchant loans, consumer loans, leases and insurance
services. The auto-financing service fee is charged on a per sale or lead basis. The service fee is recognized at a point in time when the relevant information is
displayed, marketing solution package is delivered, when the sales leads are delivered or upon the successful facilitation of a transaction. For the data
products, we provide data analysis reports and data-driven intelligent sales and marketing tools for automakers and dealers and recognize revenue at a point
in time upon the delivery of reports or over the period of the consumption or utilization of marketing tools by the automakers and dealers.
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Contract Balances
Payment terms and conditions vary by contract and service types. However, excluding dealer subscription and used car listing, the rest of service
contracts usually require payment within several months of service delivery. The term between billings and when payment is due is not significant and we
generally do not provide significant financing terms. Timing of revenue recognition may differ from the timing of invoicing to customers. Accounts
receivable represent amounts invoiced and revenue recognized prior to invoicing, when we have satisfied our performance obligations and have the
unconditional right to collect payment. Non-refundable payments in advance of revenue recognition are recorded as deferred revenue and recognized as
revenue along with the fulfillment of performance obligations. Deferred revenue is primarily related to the advanced payment related to dealer subscription
services and used car listings under leads generation services. The beginning balance of deferred revenue of RMB1.4 billion was fully recognized as revenue
for the year ended December 31, 2018. There was no significant change in contract liability balance for the year ended December 31, 2018.
Accounts receivable are carried at net realizable value. An allowance for doubtful accounts is recorded in the period when a loss is probable based on
an assessment of specific evidence indicating troubled collection, historical experience, accounts aging and other factors. An accounts receivable balance is
written off after all collection effort has ceased.
Practical Expedients and Exemptions
We have elected to use the practical expedient to not disclose the remaining performance obligations for contracts that have durations of one year or
less. We do not have significant remaining performance obligations in excess of one year. For the remaining performance obligations as of December 31,
2018, most of them are to be recognized within a year.
The revenue standard requires us to recognize an asset for the incremental costs of obtaining a contract with a customer if the benefit of those costs is
expected to be longer than one year. We have determined that sales commission for sales personnel meet the requirements of capitalization. However, we
apply a practical expedient to expense these costs as incurred for costs to obtain a contract with a customer when the amortization period would have been
one year or less.
Income taxes
We account for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the
difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the
differences are expected to reverse. We record a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is
more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized
in income in the period that includes the enactment date.
We apply ASC 740, Accounting for Income Taxes, to account for uncertainty in income taxes. ASC 740 prescribes a recognition threshold a tax
position is required to meet before being recognized in the financial statements. We have recorded unrecognized tax benefits in the other liabilities line item
in the accompanying consolidated balance sheets. We have elected to classify interest and penalties related to unrecognized tax benefits, if and when
required, as part of “income tax expense”, in the consolidated statements of operations data.
Our estimated liability for unrecognized tax benefits and the related interest and penalties are periodically assessed for adequacy and may be affected
by changing interpretations of laws, rulings by tax authorities, changes and/or developments with respect to tax audits, and expiration of the statute of
limitations. The actual benefits ultimately realized may differ from our estimates. As each audit is concluded, adjustments, if any, are recorded in our
consolidated financial statements. Additionally, in future periods, changes in facts and circumstances, and new information may require us to adjust the
recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recognized in the
period in which they occur.
We adopted ASU No. 2015-17, Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of
deferred income taxes by requiring deferred tax assets and liabilities to be classified as non-current on the balance sheet, starting the first quarter of 2017 on a
retrospective basis. After adoption of this ASU, current deferred tax assets of RMB99.2 million as of December 31, 2016 on consolidated balance sheet was
reclassified as non-current.
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Fair Value Measurements of Financial Instruments
Our financial instruments primarily comprise of cash and cash equivalents, restricted cash, short-term investments, accounts receivable, amounts due
from related parties, prepaid expenses and other current assets, other non-current assets, accrued expenses and other payables, and amounts due to related
parties. The carrying values of these financial instruments excluding other non-current assets approximated their fair values due to the short-term maturity of
these instruments.
ASC topic 820 (“ASC 820”), Fair Value Measurements and Disclosures, establishes a three-tier fair value hierarchy, which prioritizes the inputs used
in measuring fair value as follows:
Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets
Level 2 – Include other inputs that are directly or indirectly observable in the marketplace
Level 3 – Unobservable inputs which are supported by little or no market activity
ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost
approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or
liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the
value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to
replace an asset.
Goodwill
Goodwill represents the excess of the purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of an
acquired business. Our goodwill at December 31, 2017 and 2018 were related to our acquisition of Cheerbright, China Topside and Norstar. In accordance
with ASC 350, Goodwill and Other Intangible Assets, recorded goodwill amounts are not amortized, but rather are tested for impairment annually or more
frequently if there are indicators of impairment present.
Goodwill is tested for impairment at the reporting unit level on an annual basis (December 31 for us) and between annual tests if an event occurs or
circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value. These events or circumstances
include a significant change in stock prices, business environment, legal factors, financial performances, competition, or events affecting the reporting unit.
Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to
reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The estimation of fair value of reporting
unit using a discounted cash flow methodology also requires significant judgments, including estimation of future cash flows, which is dependent on internal
forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our
weighted average cost of capital. The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results and
market conditions. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for the
reporting unit.
Our management has determined that we represent the lowest level within the entity at which goodwill is monitored for internal management purposes.
Our management evaluated the recoverability of goodwill by performing a qualitative assessment before using a two-step impairment test approach at the
reporting unit level. Based on an assessment of the qualitative factors, our management determined that it is more-likely-than-not that the fair value of the
reporting unit is in excess of its carrying amount. Therefore, our management concluded that it was not necessary to proceed to the two-step goodwill
impairment test. As of December 31, 2017 and 2018, goodwill was RMB1.5 billion and RMB1.5 billion (US$218.8 million), respectively. No impairment
loss was recorded for any of the years presented.
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If we reorganize our reporting structure in a manner that changes the composition of one or more of its reporting units, goodwill is reassigned based on
the relative fair value of each of the affected reporting units.
Other non-current assets
Other non-current assets are primarily comprised of an investment in TTP in the form of a three-year convertible bond with an annual 8% compound
interest rate, in an aggregate principal amount of US$100 million. Concurrently with the issuance of the convertible bond, we were granted the right to
purchase an additional 8.0% convertible bond in an aggregate principal amount of US$65 million, to be issued by TTP upon our request from time to time,
within three years after the consummation of transaction in June 2018. On or prior to June 11, 2021, the maturity date, unless extended otherwise, any or all
of the outstanding principal under the bond is automatically convertible into preferred shares of TTP subject to certain conditions, or optionally convertible
into preferred shares of TTP at our discretion.
A convertible bond that is not within the scope of ASC 320 “Investments - debt and equity securities” is accounted for under ASC 310 “Receivables.”
The initial investment amount of US$100 million was first allocated, based on fair value, to any free standing instrument that was purchased together with the
convertible loan, and to any embedded features requiring separate recognition under ASC 815 “Derivatives and Hedging.” The US$65 million warrant was
recognized as a freestanding financial derivative and recorded at its fair value; any subsequent changes in fair value will be recognized in earnings. There
were no embedded features that required separate recognition. After allocation, the remaining investment amount was recognized as the convertible bond.
The difference between the carrying value and face value of the convertible bond, after allocation, was treated as a discount on convertible bond and is
amortized and recognized as interest income using the effective interest method. The convertible bond is carried at its amortized cost, net of the discount.
According to ASC 310-10-35, a loan receivable should be evaluated for impairment at each reporting period. A loan is impaired when, based on current
information and events, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. All
amounts due according to the contractual terms means that both the contractual interest payments and the contractual principal payments of a loan will be
collected as scheduled in the loan agreement.
Share-based Compensation
We account for share-based awards granted to employees under ASC 718, Compensation—Stock Compensation, which requires that share-based
awards granted to employees be measured based on the grant date fair value and recognized as compensation expense over the requisite service period (which
is generally the vesting period) in the consolidated statements of operations data. We have elected to recognize compensation expense using the straight-line
method for all share-based awards granted with service conditions that have a graded vesting schedule. Under ASC 718, an entity can make an accounting
policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. We have elected to estimate the
forfeitures rate at the time of grant and revise, if necessary, in subsequent periods if actual forfeitures differ from initial estimates.
Forfeiture rates are estimated based on historical and future expectations of employee turnover rates and are adjusted to reflect future changes in
circumstances and facts, if any. Share-based compensation expense is recorded net of estimated forfeitures such that expense is recorded only for those share-
based awards that are expected to vest. To the extent that we revise these estimates in the future, the share-based payments could be materially impacted in
the period of revision, as well as in following periods. We, with the assistance of an independent third-party valuation firm, determined the fair value of the
stock options granted to employees. The binomial option pricing model was applied in determining the estimated fair value of the options granted to
employees. Subsequent to the IPO, fair value of the ordinary shares is the price of our publicly traded shares.
We account for a change in any of the terms or conditions of share-based awards as a modification in accordance with ASC subtopic 718-20,
Compensation-Stock Compensation: Awards Classified as Equity, whereby the incremental fair value, if any, of a modified award, is recorded as
compensation cost on the date of modification for vested awards or over the remaining vesting period for unvested awards. The incremental compensation
cost is the excess of the fair value of the modified award on the date of modification over the fair value of the original award immediately before the
modification.
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Results of Operations
The following table presents our results of operations in absolute amounts and as a percentage of our total net revenues for the years indicated.
2016
RMB
%
For the Year Ended December 31,
2017
RMB
%
RMB
(in thousands, except percentages)
2018
US$
%
Net revenues
Media services
Leads generation services
Online marketplace and others
Total net revenues
Cost of revenues(1)
Gross Profit
Operating expenses
Sales and marketing expenses(1)
General and administrative expenses(1)
Product development expenses(1)
Total operating expense
Other income, net
Operating profit
Interest income
Earnings/(loss) from equity method investments
Fair value change of other non-current assets
Income before income taxes
Income tax expense
Net income
Net loss attributable to noncontrolling interests
Net income attributable to Autohome Inc.
Note:
(1)
Including share-based compensation expenses as follows:
2,203,099 41.2% 2,892,333 51.2% 3,508,254 510,254 48.5%
1,677,502 31.4
1,463,992 27.4
5,344,593 100.0
(1,934,802) (36.2)
3,409,791 63.8
2,870,996 417,569 39.7
853,901 124,195 11.8
7,233,151 1,052,018 100.0
(820,288) (119,306) (11.3)
6,412,863 932,712 88.7
2,288,281 40.5
466,709
8.3
5,647,323 100.0
(1,006,000) (17.8)
4,641,323 82.2
(1,536,939) (28.8)
(306,794)
(5.7)
(571,354) (10.7)
(2,415,087) (45.2)
172,618
3.2
1,167,322 21.8
1.6
88,168
(0.1)
(6,638)
— —
1,248,852 23.3
(32,629)
(0.6)
1,216,223 22.7
(1,647,519) (29.2)
(281,951)
(5.0)
(878,773) (15.6)
(2,808,243) (49.8)
218,750
3.9
2,051,830 36.3
3.9
220,282
(0.2)
(10,571)
— —
2,261,541 40.0
(4.7)
1,994,459 35.3
(267,082)
11,691
0.2
1,227,914 22.9
7,160
0.1
2,001,619 35.4
49,653
(45,792)
341,391
(314,846)
(2,435,236) (354,190) (33.6)
(4.4)
(1,135,247) (165,115) (15.7)
(3,885,329) (565,097) (53.7)
4.7
2,868,925 417,268 39.7
5.0
0.3
(0.2)
3,241,421 471,446 44.8
(5.2)
2,863,531 416,484 39.6
358,811
24,702
(11,017)
52,187
3,593
(1,602)
(377,890)
(54,962)
7,484
0.1
2,871,015 417,573 39.7
1,089
Allocation of Share-Based Compensation Expenses
Cost of revenues
Sales and marketing expenses
General and administrative expenses
Product development expenses
Total share-based compensation expenses
83
2016
RMB %
For the Year Ended December 31,
2017
2018
RMB %
RMB US$ %
(in thousands, except percentages)
12,310 0.2% 15,166 0.3% 16,112 2,343 0.2%
50,814 1.0
77,965 1.5
54,304 1.0
195,393 3.7
61,599 8,959 0.9
55,992 8,144 0.8
68,622 9,981 0.9
202,325 29,427 2.8
53,064 0.9
59,954 1.1
49,602 0.9
177,786 3.2
Table of Contents
Year Ended December 31, 2018 Compared to Year Ended December 31, 2017
Net Revenues. Our net revenues increased by 28.1% from RMB5,647.3 million in 2017 to RMB7,233.2 million (US$1,052.0 million) in 2018. This
increase was due to a 23.1% increase in combined revenues from media and leads generation services, and an 83.0% increase in online marketplace and
others revenue, partially offset by the close of direct vehicle sales as part of our implementation of an asset-light strategy.
Media services. Our media services revenues increased by 21.3% from RMB2,892.3 million in 2017 to RMB3,508.3 million (US$510.3 million) in
2018. This increase was due to increased revenue from automaker advertising services and regional marketing campaigns conducted by certain automobile
brands’ regional offices.
The increase in revenues from our media services was primarily attributable to 18.9% increase in average revenue per automaker advertiser from
RMB28.6 million in 2017 to RMB34.1 million (US$5.0 million) in 2018, as automakers continued to allocate a greater portion of their advertising budgets
to our online advertising and marketing channels, with increasingly diversified and optimized portfolio of products being offered.
Leads generation services. Leads generation services revenues increased by 25.5% from RMB2,288.3 million in 2017 to RMB2,871.0 million
(US$417.6 million) in 2018. The increase in leads generation services revenues was mainly driven by a 19.1% increase in average revenue per paying dealer
from RMB84.2 thousand in 2017 to RMB100.3 thousand (US$14.6 thousand) in 2018, as well as an expanded dealer client base. We provided leads
generation services to 28,613 dealers in 2018, compared to 27,167 dealers in 2017.
Online marketplace and others. Revenues from online marketplace and others increased by 83.0% from RMB466.7 million in 2017 to
RMB853.9 million (US$124.2 million) in 2018. Excluding direct vehicle sales in 2017, the year-over-year increase would have been 429.4%. This increase
was primarily attributable to the increased contribution from auto-financing business and data products and others. Revenues from online marketplace and
others in 2018 consisted of revenues related to new car and used car marketplace business, auto-financing business, data products and others. Revenues from
direct vehicle sales account for 65.4% and nil of revenues from online marketplace and others in 2017 and 2018, respectively.
Cost of Revenues. Our cost of revenues decreased by 18.5% from RMB1,006.0 million in 2017 to RMB820.3 million (US$119.3 million) in 2018.
Excluding the cost of direct vehicle sales in 2017, cost of revenues would have increased 16.1% compared to 2017.
Content-related Costs. Our content-related costs increased by 12.9% from RMB390.9 million in 2017 to RMB441.5 million (US$64.2 million) in
2018, primarily due to a 22.6% increase of salaries and benefits of our editorial personnel (including share-based compensation expenses) from
RMB139.5 million in 2017 to RMB171.0 million (US$24.9 million) in 2018. Our content-related costs included share-based compensation expenses, which
increased from RMB15.2 million in 2017 to RMB16.1 million (US$2.3 million) in 2018.
Depreciation and Amortization Expenses. Our depreciation and amortization expenses were RMB41.6 million (US$6.1 million) in 2018, compared to
RMB41.6 million in 2017.
Bandwidth and IDC Costs. Our bandwidth and IDC costs increased by 17.2% from RMB89.9 million in 2017 to RMB105.3 million (US$15.3 million)
in 2018, primarily due to increased bandwidth and IDC requirements to fulfill the growth of our user traffic, improve the user experience and enhance our big
data analytics capabilities.
Tax Surcharges. Tax surcharges increased by 26.0% from RMB184.1 million for 2017 to RMB231.9 million (US$33.7 million) in 2018, as a result of
increased revenues.
Operating Expenses. Our operating expenses increased by 38.4% from RMB2,808.2 million in 2017 to RMB3,885.3 million (US$565.1 million) in
2018, primarily due to increases in sales and marketing expenses and product development expenses as we continued to reinvest in future growth
opportunities.
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Sales and Marketing Expenses. Our sales and marketing expenses increased by 47.8% from RMB1,647.5 million in 2017 to RMB2,435.2 million
(US$354.2 million) in 2018. This increase was primarily due to (i) an increase in marketing and promotional expenses from RMB994.4 million in 2017 to
RMB1,650.9 million (US$240.1 million) in 2018, mainly in connection with the increased offline execution along with business development and
promotion and branding expenses related to our platform, and (ii) an 18.3% increase in salaries and benefits (including share-based compensation expenses)
from RMB555.8 million in 2017 to RMB657.6 million (US$95.6 million) in 2018, which is in line with our overall growth. As a percentage of net revenues,
sales and marketing expenses were 33.6% in 2018, compared to 29.2% in 2017. Our sales and marketing expenses in 2018 included share-based
compensation expenses of RMB61.6 million (US$9.0 million), compared to RMB53.1 million in 2017.
General and Administrative Expenses. Our general and administrative expenses increased by 11.7% from RMB282.0 million in 2017 to
RMB314.8 million (US$45.8 million) in 2018. This increase was primarily attributable to a 15.2% increase in salaries and benefits (including share-based
compensation expenses) from RMB181.7 million in 2017 to RMB209.2 million (US$30.4 million) in 2018. As a percentage of net revenues, general and
administrative expenses decreased from 5.0% in 2017 to 4.4% in 2018. Our general and administrative expenses for 2018 included share-based compensation
expenses of RMB56.0 million (US$8.1 million), compared to RMB60.0 million in 2017.
Product Development Expenses. Our product development expenses increased by 29.2% from RMB878.8 million in 2017 to RMB1,135.2 million
(US$165.1 million) in 2018. The increase was primarily due to a 25.6% increase in salaries and benefits (including share-based compensation expenses) from
RMB713.6 million in 2017 to RMB896.5 million (US$130.4 million) in 2018, as a result of the increase in product development headcount, which is in line
with our overall growth and continued reinvestment in future growth opportunities. As a percentage of net revenues, product development expenses were
15.7% in 2018, compared to 15.6% in 2017. Our product development expenses for 2018 included share-based compensation expenses of RMB68.6 million
(US$10.0 million), compared to RMB49.6 million in 2017.
Other income, net. Our other income, net, primarily consists of VAT refund, government grants and others. Other income, net, was RMB341.4 million
(US$49.7 million) in 2018, compared to RMB218.8 million in 2017.
Income before Income Taxes. Our income before income taxes was RMB3,241.4 million (US$471.4 million) in 2018 compared to
RMB2,261.5 million in 2017.
Income Tax Expense. We incurred income tax expense of RMB377.9 million (US$55.0 million) in 2018, representing a 41.5% increase compared with
RMB267.1 million in 2017, primarily due to an increase in taxable income.
Net Income Attributable to Autohome Inc. As a result of the foregoing, we had net income attributable to Autohome Inc. of RMB2,871.0 million
(US$417.6 million) in 2018, increased by 43.4% compared to net income attributable to Autohome Inc. of RMB2,001.6 million in 2017.
Year Ended December 31, 2017 Compared to Year Ended December 31, 2016
Net Revenues. Our net revenues increased by 5.7% from RMB5,344.6 million in 2016 to RMB5,647.3 million in 2017. This increase was due to a
33.5% increase in combined revenues from media and leads generation services, partially offset by the decrease in revenues from direct vehicle sales as part
of the Company’s implementation of an asset-light strategy.
Media services. Our media services revenues increased by 31.3% from RMB2,203.1 million in 2016 to RMB2,892.3 million in 2017. This increase was
due to increased revenue from automaker advertising services and regional marketing campaigns conducted by certain automobile brands’ regional offices.
The increase in revenues from our media services was attributable to 23.5% increase in average revenue per automaker advertiser from
RMB23.2 million in 2016 to RMB28.6 million in 2017, as automakers continued to allocate more of their advertising budgets to our online advertising and
marketing channels, with increasingly diversified and optimized portfolio of products being offered.
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Leads generation services. Leads generation services revenues increased by 36.4% from RMB1,677.5 million in 2016 to RMB2,288.3 million in 2017.
The increase in leads generation services revenues was mainly driven by 21.0% year-over-year increase in average revenue per paying dealer from
RMB69.6 thousand in 2016 to RMB84.2 thousand in 2017 as dealers continue to allocate a greater portion of their budgets to our services, as well as an
expanded dealer client base. We provided leads generation services to 27,167 dealers in 2017, compared with 24,096 dealers in 2016.
Online marketplace and others. Revenues from online marketplace and others were RMB466.7 million in 2017, compared to RMB1,464.0 million in
2016. Revenues from direct vehicle sales account for 95.3% and 65.4% of revenues from online marketplace and others in 2016 and 2017, respectively.
Cost of Revenues. Our cost of revenues decreased by 48.0% from RMB1,934.8 million in 2016 to RMB1,006.0 million in 2017, primarily due to a
decrease in cost of sales related to direct vehicle sales.
Content-related Costs. Our content-related costs increased by 45.1% from RMB269.3 million in 2016 to RMB390.9 million in 2017, primarily due to
a 20.3% increase of salaries and benefits of our editorial personnel (including share-based compensation expenses) from RMB116.0 million in 2016 to
RMB139.5 million in 2017. Our content-related costs included share-based compensation expenses, which increased from RMB12.3 million in 2016 to
RMB15.2 million in 2017.
Depreciation and Amortization Expenses. Our depreciation and amortization expenses were RMB41.6 million in 2017, compared to RMB42.6 million
in 2016.
Bandwidth and IDC Costs. Our bandwidth and IDC costs increased by 73.6% from RMB51.8 million in 2016 to RMB89.9 million in 2017, primarily
due to increased bandwidth and IDC requirements to fulfill the growth of our user traffic, improve the user experience and enhance our big data analytics
capabilities.
Tax Surcharges. Tax surcharges increased by 38.9% from RMB132.5 million for 2016 to RMB184.1 million in 2017, as a result of increased revenues.
Cost of sales. Cost of sales was RMB299.5 million in 2017, compared to RMB1,438.6 million in 2016. RMB50.2 million and RMB1.5 million of
write-down was recorded in cost of sales in 2016 and 2017, respectively.
Operating Expenses. Our operating expenses increased by 16.3% from RMB2,415.1 million in 2016 to RMB2,808.2 million in 2017, primarily due to
increases in product development expenses and sales and marketing expenses.
Sales and Marketing Expenses. Our sales and marketing expenses increased by 7.2% from RMB1,536.9 million in 2016 to RMB1,647.5 million in
2017. This increase was primarily due to (i) a 13.1% increase in marketing and promotional expenses from RMB879.1 million in 2016 to RMB994.4 million
in 2017, mainly in connection with the promotion of our mobile platforms and offline execution and promotional expenses, and (ii) a 5.1% increase in
salaries and benefits (including share-based compensation expenses) from RMB528.6 million in 2016 to RMB555.8 million in 2017, which is in line with
our overall growth. As a percentage of net revenues, sales and marketing expenses were 29.2% in 2017, compared to 28.8% in 2016. Our sales and marketing
expenses in 2017 included share-based compensation expenses of RMB53.1 million, compared to RMB50.8 million in 2016.
General and Administrative Expenses. Our general and administrative expenses decreased by 8.1% from RMB306.8 million in 2016 to
RMB282.0 million in 2017. This decrease was primarily attributable to a 4.6% decrease in salaries and benefits (including share-based compensation
expenses) from RMB190.4 million in 2016 to RMB181.7 million in 2017. As a percentage of net revenues, general and administrative expenses decreased
from 5.7% in 2016 to 5.0% in 2017. Our general and administrative expenses for 2017 included share-based compensation expenses of RMB60.0 million,
compared to RMB78.0 million in 2016.
Product Development Expenses. Our product development expenses increased by 53.8% from RMB571.4 million in 2016 to RMB878.8 million in
2017. The increase was primarily attributable to a 41.1% increase in salaries and benefits (including share-based compensation expenses) from
RMB505.7 million in 2016 to RMB713.6 million in 2017, as a result of the increase in product development headcount, which is in line with our overall
growth and continued reinvestment in future growth opportunities. As a percentage of net revenues, product development expenses increased from 10.7% in
2016 to 15.6% in 2017. Our product development expenses for 2017 included share-based compensation expenses of RMB49.6 million, compared to
RMB54.3 million in 2016.
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Other income, net. Our other income, net, primarily consists of VAT refund, government grants and others. Other income, net, was RMB218.8 million
in 2017, compared to RMB172.6 million in 2016.
Income before Income Taxes. Our income before income taxes was RMB2,261.5 million in 2017, compared to RMB1,248.9 million in 2016.
Income Tax Expense. We incurred income tax expense of RMB267.1 million in 2017, a significant increase compared with RMB32.6 million in 2016,
primarily due to an increase in taxable income and withholding tax liability associated with special cash dividend.
Net Income Attributable to Autohome Inc. As a result of the foregoing, we had net income attributable to Autohome Inc. of RMB2,001.6 million in
2017, increased by 63.0% compared with net income attributable to Autohome Inc. of RMB1,227.9 million in 2016.
Inflation
Since our inception, inflation in China has not materially impacted our results of operations. According to the National Bureau of Statistics of China,
the consumer price index in China increased by 2.0%, 1.6% and 2.1% in 2016, 2017 and 2018, and the year-over-year percent changes in the consumer price
index for December 2016, 2017 and 2018 were increases of 2.1%, 1.8% and 1.9%, respectively. Although we have not in the past been materially affected by
inflation since our inception, we can provide no assurance that we will not be affected in the future by higher rates of inflation in China.
Recent Accounting Pronouncements
See Item 17 of Part III, “Financial Statements—Note 2—Summary of significant accounting policies—Recent accounting pronouncements.”
B.
Liquidity and Capital Resources
Cash Flows and Working Capital
Our principal sources of liquidity are cash generated from our operating activities and our issuance of ADSs. In December 2013, we completed our
initial public offering and raised net proceeds of US$142.6 million, after deducting underwriting commissions and discounts and expenses. In November
2014, we completed our 2014 Offering and raised net proceeds of US$97.3 million, after deducting underwriting commissions and discounts and expenses.
Our principal uses of cash for 2016, 2017 and 2018 were primarily composed of operating activities, including employee compensation, tax expenses,
promotion and marketing expenses, bandwidth and IDC costs, investment in research and development, investing activities including equity and strategic
investments and other capital expenditures, and payment of dividends. As of December 31, 2018, we had cash and cash equivalents, restricted cash and short-
term investments altogether amounting to RMB10.1 billion (US$1,464.1 million).
We believe that our current cash and anticipated cash flow from operations will be sufficient to meet our anticipated cash needs, including our cash
needs for at least the next 12 months. We may require additional cash due to unanticipated business conditions or other future developments. We may also
need additional cash resources if we find and wish to pursue opportunities for investments, acquisitions, strategic cooperation or other similar actions. If our
existing cash is insufficient to meet our requirements, we may seek to sell additional equity securities, debt securities or secure debt funding from financial
institutions.
We adopted ASU No. 2016-18, Statement of Cash Flows (Topic 320): Restricted Cash, which requires that a statement of cash flows explain the change
during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents, starting from the first
quarter of 2018 on a retrospective basis. After the adoption of this ASU, restricted cash of RMB61,091 as of January 1, 2016 and RMB9,319 as of
December 31, 2016, respectively, was included in cash and cash equivalents when reconciling the beginning- and end-of-period total amounts shown on our
statement of cash flows. As a result, the change in restricted cash of RMB51,772 and RMB9,319 was excluded from cash from operating activities for 2016
and 2017, respectively.
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The following table provides a reconciliation of the amount of cash, cash equivalents, and restricted cash reported within the consolidated balance
sheets to the total of the same such amounts shown in the consolidated statements of cash flows:
Amounts shown in Consolidated Balance Sheets:
Cash and cash equivalents
Restricted cash
Total cash, cash equivalents and restricted cash as shown in Consolidated Statements of Cash
Flows
The following table sets forth a summary of our cash flows for the years indicated.
2016
As of December 31,
2017
(RMB in thousands)
2018
3,293,911
9,319
911,588
—
211,970
5,000
3,303,230
911,588
216,970
Net cash generated from operating activities
Net cash used in investing activities
Net cash generated from /(used in) financing activities
Effect of exchange rate changes on cash and cash equivalents and restricted cash
Net increase/(decrease) in cash and cash equivalents and restricted cash
Cash and cash equivalents and restricted cash at beginning of year
Cash and cash equivalents and restricted cash at end of year
For the Year Ended December 31,
2016
RMB
2017
RMB
2018
RMB
US$
(in thousands)
1,574,124
(514,906)
27,920
2,354
1,089,492
2,213,738
3,303,230
2,463,699
(4,913,827)
61,070
(2,584)
(2,391,642)
3,303,230
911,588
3,111,438
(3,301,239)
(543,968)
39,151
(694,618)
911,588
216,970
452,541
(480,146)
(79,116)
5,693
(101,028)
132,585
31,557
Operating Activities
Net cash generated from operating activities was RMB3,111.4 million (US$452.5 million) for 2018. This amount was primarily attributable to net
income of RMB2,863.5 million (US$416.5 million), (a) adjusted for (i) certain non-cash items, primarily including share-based compensation expenses of
RMB202.3 million (US$29.4 million), deferred income taxes of RMB102.1 million (US$14.9 million), depreciation of property and equipment of
RMB90.3 million (US$13.1 million), interest income from convertible bond of RMB36.2 million (US$5.3 million), earnings from equity method investments
of RMB24.7 million (US$3.6 million), and fair value change of short-term investments of RMB29.7 million (US$4.3 million) and (ii) changes in operating
assets and liabilities that positively affected operating cash flow, primarily due to an increase in accrued expenses and other payables of RMB807.3 million
(US$117.4 million), an increase in deferred revenue of RMB101.2 million (US$14.7 million), (b) partially offset by changes in operating assets and liabilities
that negatively affected operating cash flow, primarily due to an increase in accounts receivable of RMB904.3 million (US$131.5 million), an increase in
prepaid expenses and other current assets of RMB62.8 million (US$9.1 million). The increase in accrued expenses and other payables was mainly due to the
increase in accrued rebates to advertising agencies in accordance with the growth of media service revenues, increase in year-end bonuses to employees
during the period and marketing expenses. The increase in deferred revenue was mainly attributable to the growth of our dealer subscription services. The
increase in accounts receivable was primarily due to the increase of our media services and online marketplace and others services. The increase in prepaid
expenses and other current assets was primarily attributable to advanced payment of VAT and surcharges and VAT refund receivable.
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Net cash generated from operating activities was RMB2,463.7 million for 2017. This amount was primarily attributable to net income of
RMB1,994.5 million, (a) adjusted for (i) certain non-cash items, primarily including share-based compensation expenses of RMB177.8 million, deferred
income taxes of RMB12.3 million, depreciation of property and equipment of RMB81.9 million, loss from equity method investments of RMB10.6 million,
and fair value change of short-term investments of RMB29.0 million and (ii) changes in operating assets and liabilities that positively affected operating cash
flow, primarily due to an increase in accrued expenses and other payables of RMB425.3 million, an increase in deferred revenue of RMB397.3 million, a
decrease in prepaid expenses and other current assets of RMB191.3 million and a decrease in inventory of RMB94.1 million, (b) partially offset by changes
in operating assets and liabilities that negatively affected operating cash flow, primarily due to an increase in accounts receivable of RMB688.9 million,
decrease in income tax payable of RMB172.4 million, and a decrease in notes payable of RMB31.1 million. The increase in accrued expenses and other
payables was mainly due to the increase in accrued rebates to advertising agencies in accordance with the growth of media service revenues, accrual for the
year-end bonuses to employees during the period and marketing expenses. The increase in deferred revenue was mainly attributable to the growth of our
dealer subscription services. The decrease in prepaid expenses and other current assets and inventories was attributable to the clearance of direct sales vehicle
inventories. The decrease in notes payable was primarily due to the maturity and settlement of short-term bank acceptance notes used for the purchase of new
vehicles. The increase in accounts receivable was primarily due to the increase of our media services.
Net cash generated from operating activities was RMB1,574.1 million for 2016. This amount was primarily attributable to net income of
RMB1,216.2 million, (a) adjusted for (i) certain non-cash expenses, primarily share-based compensation expenses of RMB195.4 million, deferred income
taxes of RMB103.8 million, depreciation of property and equipment of RMB65.2 million, and write-down of inventories and prepayment for vehicle
purchase cost of RMB50.2 million and (ii) changes in operating assets and liabilities that positively affected operating cash flow, primarily an increase in
accrued expenses and other payables of RMB308.9 million and an increase in deferred revenue of RMB139.7 million, (b) partially offset by changes in
operating assets and liabilities that negatively affected operating cash flow, primarily a decrease in notes payable of RMB143.9 million, an increase in
accounts receivable of RMB132.8 million and increase in prepaid expenses and other current assets of RMB77.6 million. The increase in accrued expenses
and other payables was mainly due to the increase in accrued rebates to advertising agencies in accordance with growth of media service revenues, accrual for
the year-end bonuses to employees during the period and customer deposit received. The increase in deferred revenue was mainly attributable to the growth
of our dealer subscription services. The decrease in notes payable was primarily due to the maturity and settlement of short-term bank acceptance notes used
for the purchase of new vehicles. The increase in accounts receivable was primarily due to the increase of our media services. The increase in prepaid
expenses and other current assets was mainly due to the advance payment for purchase of new vehicles.
Investing Activities
Net cash used in investing activities was RMB3,301.2 million (US$480.1 million) in 2018, which was primarily attributable to the purchase of term
deposits and adjustable-rate financial products, investment in TTP in the form of convertible bond and capital expenditures primarily related to the purchase
of electronic equipment, partially offset by the cash inflow from our disposal of the Financing JV.
Net cash used in investing activities was RMB4,913.8 million in 2017, which was primarily attributable to the purchase of term deposits and
adjustable-rate financial products, capital expenditures primarily related to the purchase of electronic equipment, purchase of operating license and
investment in and disposal of equity investees.
Net cash used in investing activities was RMB514.9 million in 2016, which was primarily attributable to the purchase of term deposits and adjustable-
rate financial products, capital expenditures primarily related to purchase of electronic equipment and leasehold improvements and investment in our new
joint ventures.
Financing Activities
Net cash used in financing activities in 2018 was RMB544.0 million (US$79.1 million), which was attributable to payment of dividends, partially
offset by proceeds from exercise of share-based awards.
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Net cash generated from financing activities in 2017 was RMB61.1 million, which was attributable to proceeds from exercise of share-based awards.
Net cash generated from financing activities in 2016 was RMB27.9 million, which was primarily attributable to proceeds from exercise of share-based
awards.
Capital Expenditures
Cash outflow in connection with capital expenditures amounted to RMB88.8 million, RMB86.4 million and RMB113.8 million (US$16.6 million) in
2016, 2017 and 2018, respectively. These capital expenditures were primarily used to purchase servers and other electronic equipment for our business.
Holding Company Structure
Our ability to pay dividends is primarily dependent on our receiving distributions of funds from our subsidiaries. Relevant PRC statutory laws and
regulations permit payments of dividends by our PRC subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC
accounting standards and regulations. The results of operations reflected in the consolidated financial statements prepared in accordance with U.S. GAAP
differ from those reflected in the statutory financial statements of our PRC subsidiaries.
Under PRC law, our PRC subsidiaries are required to provide for certain statutory reserves, namely a general reserve, an enterprise expansion fund and a
staff welfare and bonus fund and allocate at least 10% of their after-tax profits on an individual company basis as determined under PRC accounting
standards to the general reserve, and have the right to discontinue allocations to the general reserve if such reserve has reached 50% of registered capital on
an individual company basis. In addition, they are also required to make appropriations to the enterprise expansion fund and staff welfare and bonus fund at
the discretion of their respective boards of directors. Our VIEs in the PRC are also subject to similar statutory reserve requirements. These reserves can only be
used for specific purposes and are not transferable to us in the form of loans, advances or cash dividends. As of December 31, 2016, 2017 and 2018, our PRC
subsidiaries and our VIEs had appropriated RMB36.0 million, RMB51.8 million and RMB75.9 million (US$11.0 million), respectively, of retained earnings
for their statutory reserves.
As a result of these PRC laws and regulations, prior to allocations of after-tax profits to the statutory reserves, our PRC subsidiaries and VIEs are
restricted in their ability to transfer a portion of their net assets to us.
Foreign exchange and other regulation in the PRC may further restrict our PRC subsidiaries and VIEs from transferring funds to us in the form of
dividends, loans and advances. As of December 31, 2017 and 2018, the amounts of the net restricted assets of our PRC subsidiaries and our VIEs were
RMB6,789.4 million and RMB9,747.1 million (US$1,417.7 million), respectively.
C.
Research and Development, Patents and Licenses, etc.
Technology and Product Development
Our technologies and infrastructure are critical to our success. We follow a user-centric strategy for our system architecture and have developed robust
and scalable technology platforms with sufficient flexibility to support our rapid growth.
A key component of our user-centric strategy is our user intelligence engine which we have developed and are continually enhancing. Our user
intelligence engine allows us to rapidly gather user intelligence by analyzing large amounts of data from many sources throughout our content production
system. We can utilize such user intelligence data to personalize user interfaces, associate and understand the relationship of information from different
sources and facilitate interactions among users and various elements on our websites and mobile applications. It also helps us recommend suitable products,
services and user connections to our users. Through our user intelligence engine, we can engage our users more closely by providing them with relevant
content. We are also able to provide precision marketing services to our automakers, dealers and other automotive-related customers so that they can deliver
relevant advertisements to targeted users who are more receptive to such marketing information.
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We distribute our web content to numerous network nodes close to our users by utilizing the content delivery networks, allowing most of our user
communications to bypass internet congestion. With our technological expertise, we manage the content delivery networks to enhance our website
responsiveness and to improve user experience. As such, we believe our websites have a performance advantage over other automotive vertical websites.
We invested heavily in mobile technologies and were among the earliest in our industry in China to introduce a mobile version of our websites and
both Apple iOS- and Android-based applications to allow our users to easily access our content. We have built up a team of research and development
personnel to focus exclusively on the development of our mobile websites and applications and to explore new business models and opportunities through
mobile technology. We plan to continue to leverage our mobile technology to enhance the functions and user interfaces of our mobile applications for Apple
iOS- and Android- platforms focusing on convenience, real-time interaction and location based services.
We had an experienced product development team of 1,762 engineers as of December 31, 2018. Our past innovation has focused on helping users
research, select and purchase suitable automobiles through our websites. We have also begun to develop additional products and services for our mobile
applications and media-related technology, enhance the big data analytics capabilities as well as AR- and VR-related technologies. Our product development
expenses were RMB571.4 million, RMB878.8 million and RMB1,135.2 million (US$165.1 million) for the years ended December 31, 2016, 2017 and 2018,
respectively.
Intellectual Property
See “Item 4. Information on the Company—B. Business Overview—Intellectual Property.”
D.
Trend Information
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events since the
beginning of our fiscal year 2018 that are reasonably likely to have a material effect on our net revenues, income from operations, profitability, liquidity or
capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial condition.
E.
Off-Balance Sheet Arrangements
We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not
entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity. Furthermore, we do not have any retained or
contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any
variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research
and development services with us.
F.
Tabular Disclosures of Contractual Obligations
The following summarizes our contractual obligations as of December 31, 2018:
Operating lease obligations(1)
Note:
(1) Operating lease obligations related to the lease of office space.
91
Less than
1 Year
109,194
1 to 3
years
Payments Due by Period
3 to 5
Years
(in thousands of RMB)
—
41,499
More than
5 Years
Total
—
150,693
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Rental expenses for the years ended December 31, 2016, 2017 and 2018 were RMB84.7 million, RMB95.7 million and RMB100.0 million (US$14.5
million), respectively.
G.
Safe Harbor
See “Forward-Looking Statements” on page 1 of this annual report.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A.
Directors and Senior Management
The following table sets forth information regarding our directors and executive officers as of the date of this annual report.
Directors and Executive Officers
Min Lu
Dong Liu
Han Qiu
Zheng Liu
Junling Liu
Tianruo Pu
Dazong Wang
Jun Zou
Haifeng Shao
Age Position/Title
58 Chairman of the Board and Chief Executive Officer
54 Director
44 Director
50 Director
54 Independent Director
50 Independent Director
64 Independent Director
48 Chief Financial Officer
47 President
Mr. Min Lu has served as our chairman of the board and our chief executive officer since June 2016. Before joining our company, Mr. Min Lu was the
chief of the strategy center of Ping An Insurance (Group) Company of China, Ltd., or Ping An Group. Having worked at Ping An for 20 years, Mr. Lu is an
experienced professional in the Chinese insurance industry, as well as a specialist in strategic development. Mr. Lu has also served as deputy general manager
of Ping An Life Insurance Company of China, Ltd., or Ping An Life, and general manager of the bank assurance business unit of Ping An Life. From 2009 to
2014, Mr. Lu served as chairman and chief executive officer of Ping An Health Insurance Company of China, Ltd. Mr. Lu holds an MBA degree from the
University of Dundee.
Mr. Dong Liu has served as our director since June 2016. Mr. Dong Liu joined Ping An Group in 2014 and is currently deputy general manager of
China Ping An Trust Co., Ltd., or Ping An Trust, and the principal partner of Ping An Capital. Prior to joining Ping An Group, Mr. Liu was the chief
representative of the Government of Singapore Investment Corporation, or GIC, Greater China, and a Senior Vice President of GIC from 2007 to 2014, a
principal investment officer of the International Finance Corporation, a sister organization of the World Bank and member of the World Bank Group, in
China from 2003 to 2007, a senior investment officer of the International Finance Corporation in Washington D.C. from 1998 to 2003 and a senior economist
at The World Bank Group in Washington D.C. from 1994 to 1998. Mr. Liu has more than 20 years of international and domestic investment experience. Since
returning to China in 2003, Mr. Liu has led investments in sectors such as the consumer, healthcare, education, environmental protection, financial services,
technology and agribusiness industries.
Ms. Han Qiu has served as our director since June 2016. Ms. Han Qiu is the co-general manager of Shanghai One Connect Financial Technology Co.,
Ltd., a subsidiary of Ping An Group. With over 16 years of experience in finance, risk management and data science, Ms. Qiu has deep technical knowledge
in big data and analytics. Prior to her current role, Ms. Qiu headed the Group Big Data Center at Ping An Group. In addition, Ms. Qiu has served as head of
change at Standard Chartered Bank and vice president of business intelligence at Fullerton Financial Holdings/Temasek Holdings. Ms. Qiu has also
previously worked as an associate at McKinsey & Company and held technical leadership positions at GE Money/GE Capital.
Mr. Zheng Liu has served as our director since December 2017. Mr. Liu currently serves as the deputy general manager of Ping An Property Insurance
Company of China and the general director of its agency business unit. Mr. Liu has nearly 26 years of experience in business management and the industry of
insurance, in particular property insurance. He joined Ping An Group in 1993 and has served consecutively as the assistant to the general manager, the deputy
general manager and the general manager of Ping An Property Insurance Company of China’s Beijing Branch. In 2011, Mr. Liu was relocated to Ping An
Property Insurance Company of China’s headquarters, and has since then served consecutively as its deputy general manager and general director of western
China business unit, then its deputy general manager and general director of new sales channel business unit, and its deputy general manager and general
director of northern Chines business unit. Mr. Zheng Liu received a Bachelor of Laws degree from Sun Yat-sen University in China.
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Mr. Junling Liu has served as our independent director since January 2015. Mr. Liu is the co-founder, chairman and chief executive officer of 111, Inc.
(NYSE: YI), an online healthcare cloud service provider. He co-founded and served as chief executive officer of YHD.com from 2008 to 2015. Prior to
founding YHD.com, Mr. Liu served as the global vice president and president for mainland China and Hong Kong at Dell Inc. from 2006 to 2007. He also
held various executive positions at internationally renowned technology companies such as Avaya China, Openwave Systems and Lucent Technologies
Asia. Mr. Liu serves as an independent director of Hua Medicine (HKSE: 02552). Mr. Liu received his bachelor’s degree in education from Flinders
University in Australia and master’s degree in international business administration from Flinders University. Mr. Liu became an inductee of China’s
Thousand Talent Plan in 2012.
Mr. Tianruo Pu has served as our independent director since December 2016. Mr. Pu currently serves as an independent director and chairman of the
audit committee of JMU Limited (Nasdaq: JMU), a Chinese e-commerce company, as an independent director and chairman of the audit committee of Renren
Inc. (NYSE: RENN), a company operating a used auto business and SaaS business, and as an independent director and chairman of the audit committee of
3SBio Inc. (HKSE: 1530), a Chinese bio-pharmaceutical company. Mr. Pu has more than twenty years of work experience in finance and accounting in both
the United States and China. Previously, Mr. Pu served as the chief financial officer of several companies including Zhaopin Limited (NYSE: ZPIN, now
privatized), UTStarcom (Nasdaq: UTSI) and Nuokang Bio-Pharmaceutical. Mr. Pu received an MBA degree from Northwestern University’s Kellogg School
of Management and a Master of Science degree in accounting from the University of Illinois.
Dr. Dazong Wang has served as our independent director since December 2016. Dr. Wang has been the founder and the chairman of Ophoenix Capital
Management since 2011. Dr. Wang also serves as a director of FUBA Automotive Electronics GmbH, Germany, a leading supplier of automotive reception
systems, as a director of Merit Automotive Electronics Systems, S.L., Spain, a leading supplier of complex automotive mechatronics modules and as a director
of Committee of 100, a non-profit membership organization of prominent Chinese Americans. From 2008 to 2011, Dr. Wang was the president and chief
executive officer of Beijing Automotive Industry Corporation. From 2006 to 2008, Dr. Wang served as the vice president of Shanghai Automotive Industry
Corporation, where he was responsible for engineering and key component operations. Before that, Dr. Wang served several positions in General Motors
Company, or GM, from 1985 to 2006, including, senior staff engineer, China country manager and engineering director for North America operations.
Dr. Wang received a Ph.D. degree from Cornell University and a Master of Science degree from Huazhong University of Science and Technology in China.
Mr. Jun Zou has served as our chief financial officer since September 2017. Mr. Zou has over 25 years of experience in financial management and
capital markets in the U.S., Europe and China. He most recently served as iDreamSky’s chief financial officer from 2014 to 2016, during which time he led the
company’s initial public offering on the Nasdaq Global Select Market and the company’s subsequent privatization. Prior to joining iDreamSky, Mr. Zou
served as the chief financial officer for several U.S.-listed Chinese companies, including E-Commerce China Dangdang Inc. (NYSE: DANG, now privatized), a
leading business-to-consumer e-commerce company in China from 2012 to 2014, and Xunlei Limited (Nasdaq: XNET), a shared cloud computing and
blockchain technology company in China, from 2010 to 2012. He has also worked as the chief financial officer for the global technical services business unit
and the head of the global customer financing and treasury at Huawei Technologies, a Fortune 500 technology company in China from 2006 to 2008. Before
returning to China, Mr. Zou served in progressive managerial roles in treasury, customer finance, strategic planning and eventually as global controller for
the managed services business unit at Ericsson in the U.S. and Sweden. Mr. Zou received a master degree in business administration from the University of
Texas in the U.S. and a bachelor degree in international business and economics from Shanghai International Studies University in China.
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Mr. Haifeng Shao has served as our president since February 2018. Mr. Shao worked for Ping An Group for over 22 years, including 15 years as a senior
manager in the financial services division, and seven years in its internet finance division. He joined Ping An Group in 1996 where he served successively as
the General Assistant Manager of Ping An Life Insurance, Shanghai Branch; the Deputy General Manager of Ping An Life Insurance, Yunnan Branch; and the
Deputy General Manager of Ping An Annuity Insurance. Starting 2012, Mr. Shao served as the General Manager of Ping An E-wallet. In 2016, Mr. Shao
served as the General Manager of Ping An Finance One Connect. Mr. Shao received a Bachelor of Arts in Literature from Nanjing Normal University in
China.
B.
Compensation of Directors and Executive Officers
For the fiscal year ended December 31, 2018, we incurred an aggregate compensation expense of approximately RMB14.5 million (US$2.1 million) for
our executive officers and directors (not including share-based compensation expenses). Our PRC subsidiaries and VIEs are required by law to make
contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance, housing
fund and other statutory benefits. Other than the above-mentioned statutory contributions mandated by applicable PRC law, we have not set aside or accrued
any amount to provide pension, retirement or other similar benefits to our executive officers and directors. For additional information on share incentive
grants to our directors and executive officers, see “—Share Incentive Plans.”
Employment Agreements
We have entered into employment agreements with each of our executive officers. Under these agreements, each of our executive officers is employed
for a specified time period. We may terminate employment for cause at any time without advance notice or remuneration for certain acts of the executive
officer, such as a conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct
or a failure to perform agreed duties. In such case, the executive officer will not be entitled to receive payment of any severance benefits or other amounts by
reason of the termination, and the executive officer’s right to all other benefits will terminate, except as required by any applicable law. We may also
terminate an executive officer’s employment without cause upon one-month advance written notice. In such case of termination by us, we are required to
provide compensation to the executive officer, including cash compensation determined based on the term of office of the involved executive officer. The
executive officer may terminate the employment at any time with a one-month advance written notice, if there is any significant change in the executive
officer’s duties and responsibilities inconsistent in any material and adverse respect with his or her title and position, or a material reduction in the executive
officer’s annual salary before the next annual salary review, or if otherwise approved by the board of directors.
Each executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and
not to use, except as required in the performance of his duties in connection with the employment, any of our confidential information or trade secrets, any
confidential information or trade secrets of our clients or prospective clients, or the confidential or proprietary information of any third party received by us
and for which we have confidential obligations. The executive officers have also agreed to disclose in confidence to us all inventions, designs and trade
secrets which they conceive, develop or reduce to practice and to assign all right, title and interest in them to us, and assist us in obtaining patents, copyrights
and other legal rights for these inventions, designs and trade secrets.
In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her
employment. Specifically, each executive officer has agreed not to (a) approach our clients, advertisers or contacts or other persons or entities introduced to
the executive officer for the purpose of doing business with such persons or entities that will harm our business relationships with these persons or entities;
(b) assume employment with or provide services to any of our competitors, or engage, whether as principal, partner, licensor or otherwise, any of our
competitors; or (c) seek directly or indirectly, to solicit the services of any of our employees who is employed by us on or after the date of the executive
officer’s termination, or in the year preceding such termination.
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Share Incentive Plans
2011 Share Incentive Plan
In May 2011, we adopted our 2011 Share Incentive Plan to attract and retain the best available personnel, provide additional incentives to employees,
directors and consultants and promote the success of our business. The maximum aggregate number of our Class A ordinary shares which may be issued
pursuant to all awards under the 2011 Share Incentive Plan, as currently in effect, is 7,843,100. As of March 31, 2019, options to purchase 27,520 Class A
ordinary shares under the 2011 Share Incentive Plan at an exercise price of US$2.20 were outstanding. The following table summarizes, as of March 31, 2019,
the outstanding options we had granted to our directors and officers and to other individuals as a group under our 2011 Share Incentive Plan:
Name
Individuals other than directors and
officers as a group
Options
27,520
Exercise Price
(US$/Share)
US$2.20
Date of Grant
December 19, 2011
Date of
Expiration
Ten years after date of
grant
Vesting Schedule
Approximately
four years from
each date of
grant
The following paragraphs describe the principal terms of the 2011 Share Incentive Plan:
Types of Awards. The Plan permits the awards of incentive and non-statutory share-based awards, share appreciation rights, restricted shares and
restricted share units. The following briefly describes the principal features of the various awards that may be granted under the 2011 Share Incentive Plan.
•
Options. The administrator may grant incentive stock options, or ISOs, or non-statutory stock options, NSOs, under our 2011 Share Incentive
Plan. Unless the administrator determines otherwise, the exercise price of options granted under our 2011 Share Incentive Plan must at least be
equal to the fair market value of our ordinary shares on the date of grant and its term may not exceed ten years. In addition, for any participant
who owns more than 10% of the total combined voting rights of all classes of our outstanding shares, or of certain of our parent or subsidiary, the
term of an ISO must not exceed five years and the exercise price of such ISO must equal at least 110% of the fair market value on the grant date.
The administrator determines the term of all other options.
After termination of an employee, director or consultant, he or she may exercise his or her option, to the extent vested as of such date of
termination, within 60 days of termination, or such longer period of time stated in the option agreement. In the absence of a specified period of
time in the option agreement, the option will remain exercisable for a period of 12 months in the event of a termination due to death or
disability. However, in no event may an option be exercised later than the expiration of its term.
•
Share appreciation rights. Share appreciation rights may be granted under our 2011 Share Incentive Plan. Share appreciation rights allow the
recipient to receive the appreciation in the fair market value of our Class A ordinary shares between the exercise date and the date of grant. The
exercise price of share appreciation rights granted under our 2011 Share Incentive Plan must at least be equal to the fair market value of our
Class A ordinary shares on the date of grant. The administrator determines the terms of share appreciation rights, including when such rights vest
and become exercisable and whether to settle such awards in cash or with our ordinary shares, or a combination thereof. Share appreciation rights
expire under the same rules that apply to options.
•
Restricted shares. Restricted shares may be granted under our 2011 Share Incentive Plan. Restricted share awards are Class A ordinary shares that
are subject to various restrictions, including restrictions on transferability and forfeiture provisions. Restricted shares will vest and the
restrictions on such shares will lapse, in accordance with terms and conditions established by the administrator. The administrator will determine
the number of restricted shares granted to any employee. The administrator may impose whatever conditions to vesting it determines to be
appropriate. For example, the administrator may set restrictions based on the achievement of specific performance goals and/or continued service
to us. Holders of restricted share awards generally will have voting rights but not dividend rights, unless the administrator provides otherwise.
Restricted shares that do not vest for any reason will be forfeited by the recipient and will revert to us.
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•
Restricted Share Units. A restricted share unit award is the grant of the right to receive an ordinary share at a future date and may be subject to
forfeiture. Our plan administrator has the discretion to set performance objectives or other vesting criteria that will determine the number or value
of restricted share units to be granted. Unless otherwise determined by our plan administrator, a restricted share unit is nontransferable and may
be forfeited or repurchased by us upon termination of employment or service during a restricted period. Our plan administrator, at the time of
grant, specifies the dates on which the restricted share units become fully vested.
Administration. Our board of directors or the compensation committee of our board of directors administers our 2011 Share Incentive Plan. Subject to
the provisions of our 2011 Share Incentive Plan, the administrator has the power to determine the terms of the awards, including the recipients, the exercise
price, the number of shares subject to each such award, the vesting schedule applicable to the awards, together with any vesting acceleration, and the form of
consideration payable upon exercise. The administrator also has the authority to modify or amend awards, to prescribe rules and to construe and interpret the
2011 Share Incentive Plan. Our board of directors may delegate limited authority to additional committees with respect to certain employees and consultants
to reduce the burden on the board in administering the 2011 Share Incentive Plan.
Award Agreement. Options, share appreciation rights, restricted shares, or restricted share units granted under the plan are evidenced by an award
agreement that sets forth the terms, conditions, and limitations for each grant.
Eligibility. We may grant awards to our employees, directors and consultants of our company. However, we may grant options that are intended to
qualify as incentive share-based awards only to our employees and employees of our parent companies and subsidiaries.
Transferability. Unless the administrator provides otherwise, our 2011 Share Incentive Plan does not allow for the transfer of awards other than by will
or the laws of descent and distribution and only the recipient of an award may exercise an award during his or her lifetime.
Certain Adjustments. In the event of certain changes in our capitalization, to prevent diminution or enlargement of the benefits or potential benefits
available under the 2011 Share Incentive Plan, the administrator will make adjustments to one or more of the number and class of shares that may be
delivered under the plan and/or the number, class and price of shares covered by each outstanding award and the numerical share limits contained in the plan.
In the event of our proposed liquidation or dissolution, the administrator will notify participants as soon as practicable and all awards will terminate
immediately prior to the consummation of such proposed transaction.
Change in Control Transactions. Our 2011 Share Incentive Plan provides that in the event of our merger or change in control, as defined in the 2011
Share Incentive Plan, each outstanding award will be treated as the administrator determines, except that if the successor corporation or its parent or
subsidiary does not assume or substitute an equivalent award for each outstanding option or share appreciation right, then such option or share appreciation
right will be exercisable for a period of time determined by the administrator in its sole discretion. The option or share appreciation right will then terminate
upon the expiration of the specified period of time.
Term. Our 2011 Share Incentive Plan will continue in effect for a term of ten years from the later of (a) the date upon its adoption by our board of
directors, or (b) the date of the most recent approval by our board of directors or shareholders of an increase in the number of shares reserved for issuance
under the 2011 Share Incentive Plan.
Amendment and Termination. Our board of directors has the authority to amend, suspend or terminate the 2011 Share Incentive Plan. We will need to
obtain a shareholder approval of any amendment to the 2011 Share Incentive Plan to the extent necessary and desirable to comply with applicable laws.
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2013 Share Incentive Plan
We adopted the 2013 Share Incentive Plan in November 2013. The maximum aggregate number of Class A ordinary shares which may be issued
pursuant to all awards under the 2013 Share Incentive Plan is 3,350,000. As of March 31, 2019, 481,920 restricted shares under the 2013 Share Incentive plan
were outstanding. The following table summarizes, as of March 31, 2019, the outstanding awards we had granted to our directors and officers and to other
individuals as a group under the 2013 Share Incentive Plan:
Name
Min Lu
Junling Liu
Tianruo Pu
Dazong Wang
Directors and officers as a group
Other individuals as a group
Restricted Shares
*
Date of Grant
March 23, 2017
*
*
*
*
*
December 19, 2016
December 19, 2016
December 19, 2016
Between
December 19, 2016
to
March 23, 2017
Between
April 1, 2015
to
April 13, 2017
Vesting Schedule
Approximately four years
from the date of grant
Approximately four years
from each date of grant
Approximately four years
from the date of grant
Approximately four years
from the date of grant
Approximately four years
from each date of grant
Approximately four years
from each date of grant
*
Less than one percent of our total outstanding share capital.
The following paragraphs summarize the terms of the 2013 Share Incentive Plan:
Types of Awards. The 2013 Share Incentive Plan permits the awards of options, restricted shares and restricted share units. The following briefly
describe the principal features of the various awards that may be granted under the 2013 Share Incentive Plan.
•
Options. Options provide for the right to purchase a specified number of our ordinary shares at a specified price and usually will become
exercisable at the discretion of our plan administrator in one or more installments after the grant date. The option exercise price may be paid,
subject to the discretion of the plan administrator, in cash or check, in our Class A ordinary shares which have been held by the option holder for
such period of time as may be required by our plan administrator, in other property with value equal to the exercise price, through a broker-
assisted cashless exercise, or by any combination of the foregoing.
•
•
Restricted Shares. A restricted share award is the grant of our Class A ordinary shares which are subject to certain restrictions and may be subject
to risk of forfeiture. Unless otherwise determined by our plan administrator, a restricted share is nontransferable and may be forfeited or
repurchased by us upon termination of employment or service during a restricted period. Our plan administrator may also impose other
restrictions on the restricted shares, such as limitations on the right to vote or the right to receive dividends.
Restricted Share Units. A restricted share unit award is the grant of the right to receive an ordinary share at a future date and may be subject to
forfeiture. Our plan administrator has the discretion to set performance objectives or other vesting criteria that will determine the number or value
of restricted share units to be granted. Unless otherwise determined by our plan administrator, a restricted share unit is nontransferable and may
be forfeited or repurchased by us upon termination of employment or service during a restricted period. Our plan administrator, at the time of
grant, specifies the dates on which the restricted share units become fully vested.
Plan Administration. Our board or a committee of one or more members of our board duly authorized for the purpose of the 2013 Share Incentive Plan
can act as the plan administrator.
Award Agreement. Options, restricted shares or restricted share units granted under the 2013 Share Incentive Plan are evidenced by an award agreement
that sets forth the terms, conditions and limitations for each grant.
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Table of Contents
Eligibility. We may grant awards to our directors, employees or consultants.
Exercise Price. The exercise price in respect of any option shall be determined by the plan administrator and set forth in the award agreement which
may be a fixed or variable price related to the fair market value of the shares. The exercise price per share subject to an option may be amended or adjusted in
the absolute discretion of the plan administrator, the determination of which shall be final, binding and conclusive.
Term of the Options. The term of each option grant shall normally be no more than ten years from the date of the grant. If the grantee is an employee of
ours who owns shares representing more than ten percent of the voting power of all classes of our shares immediately prior to the time the option is granted,
then the term of the grant shall be no more than five years from the date of the grant.
Vesting Schedule and Condition. In general, the plan administrator determines the vesting schedule and vesting condition, which is set forth in the
award agreement.
Transfer Restrictions. Unless otherwise determined by the plan administrator, no awards may be transferred other than by will or the laws of descent
and distribution. Nevertheless, awards (other than incentive share-based awards) can be transferred to certain persons or entities related to the plan
participants.
Termination. The 2013 Share Incentive Plan will expire in 2023 and may be terminated earlier with the approval of our board.
Amended and Restated 2016 Share Incentive Plan
Our board of directors adopted and amended the 2016 Share Incentive Plan, or the Amended and Restated 2016 Plan, in March 2017 and April 2017,
respectively. The Amended and Restated 2016 Plan was approved by our parent company, Ping An Insurance (Group) Company of China, Ltd., a company
listed on the Hong Kong Stock Exchange, at its general meeting on June 16, 2017 and was subsequently approved, confirmed and ratified by our
shareholders at our extraordinary general meeting of shareholders on June 27, 2017. The maximum aggregate number of Class A ordinary shares which may
be issued pursuant to all awards under the Amended and Restated 2016 Plan is 4,890,000. As of March 31, 2019, options to purchase 1,110,159 Class A
ordinary shares under the Amended and Restated 2016 Plan at exercise prices ranging from US$22.19 to US$83.27 were outstanding. The following table
summarizes, as of March 31, 2019, the outstanding options we had granted to our directors and officers and to other individuals as a group under the
Amended and Restated 2016 Plan:
Name
Exercise
Price
(US$/Share)
29.55
Options
*
Min Lu
Dong Liu
Jun Zou
Haifeng Shao
Directors and officers as a group
Other individuals as a
group
*
*
*
*
*
*
*
*
77.84
58.68
65.10
77.84
69.90
77.84
29.55~
77.84
22.19~
83.27
Date of Expiration
Ten years after
grant date
Ten years after
grant date
Ten years after
grant date
Ten years after
grant date
Ten years after
grant date
Ten years after
grant date
Ten years after
grant date
Ten years after
grant date
Vesting Schedule
Approximately four years
from the date of grant
Approximately four years
from the date of grant
Approximately four years
from the date of grant
Approximately four years
from the date of grant
Approximately four years
from the date of grant
Approximately four years
from the date of grant
Approximately four years
from the date of grant
Approximately four years from each
date of grant
Ten years after
grant date
Approximately three or four years
from each date of grant
Date of Grant
July 11, 2017
August 29, 2018
January 1, 2018
December 1, 2017
August 29, 2018
March 22, 2018
August 29, 2018
Between
July 11, 2017
and
August 29, 2018
Between
June 3, 2016
and
October 1, 2018
98
*
Less than one percent of our total outstanding share capital.
Table of Contents
The following paragraphs describe the principal terms of the Amended and Restated 2016 Plan:
Types of Awards. The Amended and Restated 2016 Plan permits the awards of options, restricted shares, restricted share units and share appreciation
rights. The following briefly describe the principal features of the various awards that may be granted under the Amended and Restated 2016 Plan.
•
Options. Options provide for the right to purchase a specified number of our ordinary shares at a specified price and usually will become
exercisable at the discretion of our plan administrator in one or more installments after the grant date. The total number of Class A ordinary
shares issued and to be issued upon the exercise of the options granted and to be granted to any participant in any 12-month period up to and
including the date of grant shall not exceed 1% of the issued and outstanding shares of the Company as at the date of grant. The option exercise
price may be paid, subject to the discretion of the plan administrator, in cash or check, in our Class A ordinary shares which have been held by
the option holder for such period of time as may be required by our plan administrator, in other property with value equal to the exercise price,
through a broker-assisted cashless exercise, or by any combination of the foregoing. For so long as we remain a subsidiary of the Hong Kong
Parent, the administration of the Amended and Restated 2016 Plan shall comply with the Hong Kong Listing Rules in respect of options.
The options shall lapse (to the extent not already exercised) automatically on the earliest of: (i) expiry of the term of any option, (ii) the date of
termination of employment for certain causes, (iii) expiry of the 60-day period from the date of voluntary resignation of the participant, (iv) the
date of termination of such other contract or agreement constituting a participant for his breach of the terms thereof or in accordance with the
termination provisions of such contract or agreement by any contracting party, (v) expiry of the three-month period following the occurrence of
an event which causes the participant to cease to be an eligible person, including ill-health, injury, disability, death or retirement, (vi) the date
on which the resolution to voluntarily wind up the Company is passed and the date of the commencement of winding up of the Company.
•
•
Restricted Shares. A restricted share award is the grant of our Class A ordinary shares which are subject to certain restrictions and may be subject
to risk of forfeiture. Unless otherwise determined by our plan administrator, a restricted share is nontransferable and may be forfeited or
repurchased by us upon termination of employment or service during a restricted period. Our plan administrator may also impose other
restrictions on the restricted shares, such as limitations on the right to vote or the right to receive dividends.
Restricted Share Units. A restricted share unit award is the grant of the right to receive an ordinary share at a future date and may be subject to
forfeiture. Our plan administrator has the discretion to set performance objectives or other vesting criteria that will determine the number or value
of restricted share units to be granted. Unless otherwise determined by our plan administrator, a restricted share unit is nontransferable and may
be forfeited or repurchased by us upon termination of employment or service during a restricted period. Our plan administrator, at the time of
grant, specifies the dates on which the restricted share units become fully vested.
•
Share Appreciation Rights. Share appreciation rights may be granted under our Amended and Restated 2016 Plan. Share appreciation rights
allow the recipient to receive the appreciation in the fair market value of our Class A ordinary shares between the exercise date and the date of
grant. The exercise price of share appreciation rights granted under our Amended and Restated 2016 Plan must at least be equal to the fair market
value of our Class A ordinary shares on the grant date. The plan administrator determines the terms of share appreciation rights, including when
such rights vest and become exercisable and whether to settle such awards in cash or with our ordinary shares, or a combination thereof. Share
appreciation rights expire under the same rules that apply to options.
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Plan Administration. Our board or a committee of one or more members of our board duly authorized for the purpose of the Amended and Restated
2016 Plan can act as the plan administrator. Such committee may from time to time in its absolute discretion waive or amend the rules of the Amended and
Restated 2016 Plan as it deems desirable, provided that, except with the prior approval of the shareholders of our Company and the shareholders of our Hong
Kong Parent (for so long as we remain a subsidiary of the Hong Kong Parent) in general meetings: (i) no alteration to any of the matters set out in Rule 17.03
of the Hong Kong Listing Rules shall be made to the advantage of participants; and (ii) no alteration to the terms and conditions of the Amended and
Restated 2016 Plan which are of a material nature or any change to the terms of the options granted may be made, except where the alterations take effect
automatically under the existing terms of the Amended and Restated 2016 Plan, provided that as we remain a subsidiary of the Hong Kong Parent, the
amended terms must still comply with the relevant requirements of Chapter 17 of the Hong Kong Listing Rules.
Award Agreement. Options, restricted shares or restricted share units granted under the Amended and Restated 2016 Plan are evidenced by an award
agreement that sets forth the terms, conditions and limitations for each grant.
Eligibility. We may grant awards to our directors, employees or consultants.
Exercise Price. The exercise price in respect of any option shall be determined by the plan administrator and set forth in the award agreement which
may be a fixed or variable price related to the fair market value of the shares. The exercise price per share subject to an option may be amended or adjusted in
the absolute discretion of the plan administrator, the determination of which shall be final, binding and conclusive. For so long as we remain a subsidiary of
the Hong Kong Parent, the determination of the exercise price shall comply with the Hong Kong Listing Rules.
Term of the Options. The term of each option grant shall normally be no more than ten years from the date of the grant. If the grantee is an employee of
ours who owns shares representing more than ten percent of the voting power of all classes of our shares immediately prior to the time the option is granted,
then the term of the grant shall be no more than five years from the date of the grant.
Vesting Schedule and Condition. In general, the plan administrator determines the vesting schedule and condition, which is set forth in the award
agreement.
Transfer Restrictions. Unless otherwise determined by the plan administrator, no awards may be transferred other than by will or the laws of descent
and distribution. Nevertheless, awards (other than options) can be transferred to certain persons or entities related to the plan participants.
Termination. The Amended and Restated 2016 Plan will expire in 2027 and may be terminated earlier with the approval of our board.
Amended 2016 Share Incentive Plan II
We adopted the 2016 Share Incentive Plan II (as amended by Amendment No. 1 to the 2016 Share Incentive Plan II), or the Amended 2016 Share
Incentive Plan II, in December 2016. The maximum aggregate number of Class A ordinary shares which may be issued pursuant to all awards under the
Amended 2016 Share Incentive Plan II is 3,000,000. As of March 31, 2019, 721,266 restricted shares under the Amended 2016 Share Incentive Plan II were
outstanding.
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The following table summarizes, as of March 31, 2019, the outstanding restricted shares that we had granted to our directors and officers and to other
individuals as a group under our Amended 2016 Share Incentive Plan II.
Name
Jun Zou
Haifeng Shao
Directors and officers as a group
Other individuals as a group
Restricted Shares
*
Date of Grant
December 1, 2017
*
*
*
March 22, 2018
December 1, 2017;
March 22, 2018
Between April 13,
2017 and
March 22, 2019
Vesting Schedule
Approximately four years
from the date of grant
Approximately four years
from the date of grant
Approximately four years
from each date of grant
Approximately two to
four years from each date
of grant
*
Less than one percent of our total outstanding share capital.
The following paragraphs describe the principal terms of the Amended 2016 Share Incentive Plan II:
Types of Awards. The Amended 2016 Share Incentive Plan II permits the awards of restricted shares. A restricted share award is the grant of our Class A
ordinary shares which are subject to certain restrictions and may be subject to risk of forfeiture. Unless otherwise determined by our plan administrator, a
restricted share is nontransferable and may be forfeited or repurchased by us upon termination of employment or service during a restricted period. Our plan
administrator may also impose other restrictions on the restricted shares, such as limitations on the right to vote or the right to receive dividends.
Plan Administration. Our board or a committee of one or more members of our board duly authorized for the purpose of the Amended 2016 Share
Incentive Plan II can act as the plan administrator.
Award Agreement. Restricted shares granted under the Amended 2016 Share Incentive Plan II are evidenced by an award agreement that sets forth the
terms, conditions and limitations for each grant.
Eligibility. We may grant awards to our directors, employees or consultants.
Vesting Schedule and Condition. In general, the plan administrator determines the vesting schedule and condition, which is set forth in the award
agreement.
Transfer Restrictions. Unless otherwise determined by the plan administrator, no awards may be transferred other than by will or the laws of descent
and distribution, or to certain persons or entities related to the plan participants.
Termination. The Amended 2016 Share Incentive Plan II will expire in 2026 and may be terminated earlier with the approval of our board of directors.
C.
Board Practices
Our board of directors consists of seven directors. A director is not required to hold any shares in the Company by way of qualification. A director may
vote with respect to any contract, proposed contract or arrangement in which he or she is materially interested provided (a) such director, if his or her interest
in such contract or arrangement is material, has declared the nature of his or her interest at the earliest meeting of the board at which it is practicable for him or
her to do so, either specifically or by way of a general notice and (b) if such contract or arrangement is a transaction with a related party, such transaction has
been approved by the audit committee. The directors may exercise all the powers of the company to borrow money, mortgage its undertaking, property and
uncalled capital, and issue debentures or other securities whenever money is borrowed or as security for any obligation of the company or of any third party.
None of our non-executive directors has a service contract with us that provides for benefits upon termination of service.
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Committees of the Board of Directors
We have established three committees under the board of directors: the audit committee, the compensation committee and the nominating and
corporate governance committee. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.
Audit Committee. Our audit committee consists of Messrs. Tianruo Pu, Dazong Wang and Junling Liu. Mr. Tianruo Pu is the chairman of our audit
committee. We have determined that Messrs. Tianruo Pu, Dazong Wang and Junling Liu satisfy the “independence” requirements of Section 303A of the New
York Stock Exchange Listed Company Manual and Rule 10A-3 under the Securities Exchange Act of 1934. In addition, our board of directors has
determined that Mr. Tianruo Pu qualifies as an audit committee financial expert as defined in Item 16A of Form 20-F. The audit committee oversees our
accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other
things:
•
•
•
•
•
•
•
appointing the independent auditors and preapproving all auditing and non-auditing services permitted to be performed by the independent
auditors;
reviewing with the independent auditors any audit problems or difficulties and management’s response;
discussing the annual audited financial statements with management and the independent auditors;
reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and
control major financial risk exposures;
reviewing and approving all proposed related party transactions;
meeting separately and periodically with management and the independent auditors; and
monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to
ensure proper compliance.
In 2018, our audit committee held meetings or passed resolutions by unanimous written consent six times.
Compensation Committee. Our compensation committee consists of Messrs. Min Lu, Zheng Liu and Dazong Wang. Mr. Min Lu is the chairman of our
compensation committee. We have determined that Dr. Dazong Wang satisfies the “independence” requirements of Section 303A of the New York Stock
Exchange Listed Company Manual. The compensation committee assists the board in reviewing and approving the compensation structure, including all
forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during
which his compensation is deliberated. The compensation committee is responsible for, among other things:
•
•
•
reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive
officers;
reviewing and recommending to the board for determination with respect to the compensation of our nonemployee directors; and
reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements.
In 2018, our compensation committee held meetings or passed resolutions by unanimous written consent seven times.
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Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of Messrs. Min Lu and Tianruo Pu
and Ms. Han Qiu. Mr. Min Lu is the chairperson of our nominating and corporate governance committee. We have determined that Mr. Tianruo Pu satisfies
the “independence” requirements of Section 303A of the New York Stock Exchange Listed Company Manual. The nominating and corporate governance
committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its
committees. The nominating and corporate governance committee is responsible for, among other things:
•
•
•
•
selecting and recommending to the board nominees for election by the shareholders or appointment by the board;
reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills,
experience and diversity;
making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and
advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our
compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any
remedial action to be taken.
In 2018, our nominating and corporate governance committee held meetings or passed resolutions by unanimous written consent three times.
Duties of Directors
Under Cayman Islands law, our directors have a duty to act honestly in good faith with a view to our best interests. Our directors also owe to our
company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree
of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved
towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. In fulfilling
their duty of care to us, our directors must ensure compliance with our memorandum and articles of association. Our company has the right to seek damages if
a duty owed by our directors is breached.
Terms of Directors and Officers
Our officers are elected by and serve at the discretion of the board of directors. At each annual general meeting, one-third of our directors then existing,
or if their number is not a multiple of three, then the number nearest to and not exceeding one-third, shall retire from office by rotation, provided that the
chairman of the board and/or our chief executive officer shall not, whilst holding such office, be subject to retirement by rotation or be taken into account in
determining the number of directors to retire in each year.
D.
Employees
We had 3,752, 4,097 and 4,335 employees as of December 31, 2016, 2017 and 2018, respectively. The following table sets forth the number of our
employees by function as of December 31, 2018:
Functional Area
Sales and marketing
Product development
Content and editorial
Management and administrative
Total
Number of Employees
1,901
1,762
481
191
4,335
Through a combination of short-term performance evaluations and long-term incentive arrangements, we intend to build a competent, loyal and highly
motivated workforce. We have not experienced any work stoppages due to labor disputes.
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E.
Share Ownership
Class A Ordinary Shares
As of March 31, 2019, we had 118,384,708 Class A ordinary shares outstanding (excluding 777,592 Class A ordinary shares that are reserved for future
grants under our share incentive plans). In addition, as of March 31, 2019, we had granted, and had outstanding, options to purchase a total of 1,137,679
Class A ordinary shares and 1,203,186 restricted shares to our employees and directors. For information regarding the Share Incentive Plans, see “Item 6.
Directors, Senior Management and Employees—B. Compensation of Directors and Executive Officers.”
Class B Ordinary Shares
As of March 31, 2019, we did not have any Class B ordinary shares outstanding.
Beneficial Ownership of Ordinary Shares
Except as specifically noted in the table, the following table sets forth information with respect to the beneficial ownership of our Class A ordinary
shares as of March 31, 2019:
•
•
each of our directors and executive officers; and
each person known to us to own beneficially more than 5% of our ordinary shares.
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number 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, however, are not included in the computation of the
percentage ownership of any other person.
Directors and Executive Officers:
Min Lu(2)
Dong Liu(3)
Han Qiu(4)
Zheng Liu(5)
Junling Liu(6)
Tianruo Pu(7)
Dazong Wang(8)
Jun Zou(9)
Haifeng Shao(10)
All Directors and Executive Officers as a Group
Principal Shareholders:
Yun Chen Capital Cayman(11)
Entities Affiliated with Kayne Anderson(12)
Entities Affiliated with Orbis Investment(13)
*
Less than one percent of our total outstanding share capital.
Notes:
Class A Ordinary Shares Beneficially Owned as of March 31, 2019
Number
%(1)
*
*
—
—
—
*
*
—
*
*
61,824,328
12,551,001.62
8,504,268
*
*
—
—
—
*
*
—
*
*
52.2%
10.6%
7.2%
(1)
For each person and group included in this column, percentage ownership is calculated by dividing the number of shares beneficially owned by such
person or group by the sum of the total number of our total ordinary shares outstanding, which is 118,384,708 as of March 31, 2019, and the number of
shares such person or group has the right to acquire upon exercise of option, warrant or other right within 60 days after March 31, 2019.
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(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Represents Class A ordinary shares in the form of ADSs vested from options held by Mr. Lu. The business address of Mr. Lu is 10th Floor, Tower B,
CEC Plaza, No. 3 Dan Ling Street, Haidian District, Beijing 100080, People’s Republic of China.
Represents Class A ordinary shares in the form of ADSs vested from options held by Mr. Liu. The business address of Mr. Liu is Ping An Finance
Building, No. 1333 Lujiazui Loop, Pudong District, Shanghai 200120, People’s Republic of China.
The business address of Ms. Qiu is Block A, Poly West Bund Center, No. 1119, Wanping South Road, Xuhui District, Shanghai 200232, People’s
Republic of China.
The business address of Mr. Liu is No. 5033, Yitian Road, Futian District, Shenzhen 518000, People’s Republic of China.
The business address of Mr. Liu is No. 295, Zuchongzhi Road, Pudong, Shanghai, 201203, People’s Republic of China.
Represents Class A ordinary shares in the form of ADSs vested from restricted shares held by Mr. Pu. The address of Mr. Pu is Jing Shu Yuan, Haidian
District, Beijing 100102, People’s Republic of China.
Represents Class A ordinary shares in the form of ADSs vested from restricted shares held by Dr. Wang. The business address of Dr. Wang is 502 North
Tower, 1 Guanghua Road, Chaoyang District, Beijing, 100020, People’s Republic of China.
The business address of Mr. Zou is 10th Floor, Tower B, CEC Plaza, No. 3 Dan Ling Street, Haidian District, Beijing 100080, People’s Republic of
China.
(10) Represents Class A ordinary shares Mr. Shao has the right to acquire upon exercise of options and restricted shares within 60 days after March 31,
2019. The business address of Mr. Shao is 10th Floor, Tower B, CEC Plaza, No. 3 Dan Ling Street, Haidian District, Beijing 100080, People’s Republic
of China.
(11) Represents 61,824,328 Class A ordinary shares beneficially owned as of March 31, 2019 and as reported in a Schedule 13D/A filed by Yun Chen
Capital Cayman, a Cayman Islands company and a special purpose vehicle and subsidiary of Ping An Insurance (Group) Company of China, Ltd., a
company organized under the laws of the People’s Republic of China. Ping An Insurance (Group) Company of China, Ltd.’s business address is Ping
An Finance Building, No. 1333 Lujiazui Loop, Pudong District, Shanghai 200120, People’s Republic of China.
(12) The number of Class A ordinary shares beneficially owned is as of December 31, 2018, as reported in a Schedule 13G/A jointly filed with the SEC on
February 12, 2019 by Kayne Anderson Rudnick Investment Management LLC, or Kayne Anderson, Virtus Investment Advisers, Inc. and Virtus Equity
Trust, on behalf of Virtus KAR Small Cap Growth Fund, which are collectively referred to as the Entities Affiliated with Kayne Anderson, and consists
of 12,551,001.62 Class A ordinary shares represented by American depositary shares. Entities Affiliated with Kayne Anderson are investment advisers
in accordance with §240.13d-1(b)(1)(ii)(E). Kayne Anderson’s business address is 1800 Avenue of the Stars, 2nd Floor, Los Angeles, CA 90067, USA.
Virtus Investment Advisers, Inc.’s business address is One Financial Plaza, Hartford, CT 06103, USA. The business address of Virtus Equity Trust, on
behalf of Virtus KAR Small Cap Growth Fund, is 101 Munson Street, Greenfield, MA 01301, USA.
(13) The number of Class A ordinary shares beneficially owned is as of December 31, 2018, as reported in a Schedule 13G jointly filed with the SEC on
February 14, 2019 by Orbis Investment Management Limited, or Orbis Investment, and Allan Gray Australia Pty Limited, which are collectively
referred to as the Entities Affiliated with Orbis Investment, and consists of 8,504,268 Class A ordinary shares represented by American depositary
shares. Entities Affiliated with Orbis Investment are non-U.S. institutions in accordance with 240.13d-1(b)(1)(ii)(J) and groups in accordance with
240.13d-1(b)(1)(ii)(K). Orbis Investment’s business address is Orbis House, 25 Front Street, Hamilton Bermuda HM11. Allan Gray Australia Pty
Limited’s business address is Level 2, Challis House, 4 Martin Place, Sydney NSW2000, Australia.
To our knowledge, as of March 31, 2019, 56,560,380 Class A ordinary shares were held by one record holder in the United States, which was Deutsche
Bank Trust Company Americas, the depositary of our ADS program (excluding 777,592 Class A ordinary shares that are reserved for future grants under our
share incentive plans). No Class B ordinary shares were held by record holders in the United States. The number of beneficial owners of our ADSs in the
United States is likely to be much larger than the number of record holders of our Class A ordinary shares in the United States.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholder
As of March 31, 2019, Yun Chen owned 52.2% of our total issued and outstanding ordinary shares. Yun Chen is a wholly owned subsidiary of Ping An
Insurance (Group) Company of China, Ltd. As such, we are indirectly controlled by Ping An Insurance (Group) Company of China, Ltd., which beneficially
owned 52.2% of the total voting rights in our company.
Please refer to “Item 6. Directors, Senior Management and Employees—E. Share Ownership.”
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B.
Related Party Transactions
Contractual Arrangements with Our Variable Interest Entities
PRC laws and regulations currently limit foreign ownership of companies that engage in internet services. We established the following contractual
arrangements by and among the following entities to conduct part of our operations in China:
•
•
Autohome WFOE, a wholly owned PRC subsidiary of ours, Autohome Information, the shareholders of Autohome Information and two
subsidiaries of Autohome Information, namely Chengshi Advertising and Autohome Advertising; and
Chezhiying WFOE, a wholly owned PRC subsidiary of ours, Shengtuo Hongyuan, the shareholders of Shengtuo Hongyuan and two subsidiaries
of Shengtuo Hongyuan, namely Beijing Autohome Used Car Appraisal Co., Ltd., or Autohome Used Car Appraisal, and Beijing Autohome Used
Car Brokerage Co., Ltd., or Autohome Used Car Brokerage.
In September 2016, the then individual nominee shareholders of Shengtuo Hongyuan and Guangzhou Advertising, our previous VIE that is already
dissolved and deregistered, entered into Equity Interest Purchase Agreements and Debt Transfer and Offset Agreements with Min Lu and Haiyun Lei,
pursuant to which the then individual nominee shareholders transferred all of their equity interests in each of the entities to Min Lu and Haiyun Lei. In March
2017, the then individual nominee shareholders of Autohome Information and Shanghai Advertising entered into Equity Interest Purchase Agreements and
Debt Transfer and Offset Agreements with Min Lu and Haiyun Lei, pursuant to which the then individual nominee shareholders transferred all of their equity
interests in each of the entities to Min Lu and Haiyun Lei. Upon the execution of the above Equity Interest Purchase Agreements and Debt Transfer and Offset
Agreements, all contractual arrangements between the then individual nominee shareholders and our wholly owned subsidiaries have been terminated.
Autohome WFOE entered into a series of contractual agreements with (i) Autohome Information and each of its individual nominee shareholders in March
2017, (ii) Autohome Information and each of its subsidiaries, namely Autohome Advertising and Chengshi Advertising, in September 2016, and
(iii) Shanghai Advertising and each of its individual nominee shareholders in March 2017. Chezhiying WFOE entered into a series of contractual agreements
with Shengtuo Hongyuan, each of its individual nominee shareholders and its two subsidiaries in September 2016. Shanghai Advertising is currently not
conducting any substantial business and is in the process of liquidation and dissolution, which is expected to be completed by the end of 2019. During such
process, Autohome WFOE has signed the termination agreements with respect to the contractual agreements that it has entered into with Shanghai
Advertising and each of their individual nominee shareholders to terminate the contractual arrangements on the date of the issuance of an approval notice for
the deregistration of Shanghai Advertising by the competent Bureau of Industry and Commerce in charge of Shanghai Advertising. We also entered into a
series of contractual arrangements with Guangzhou You Che You Jia Advertising Co., Ltd., or Guangzhou Advertising, and each of its then individual
nominee shareholders previously. We have terminated such agreements and have completed the dissolution and deregistration of Guangzhou Advertising in
December 2018.
The following is a summary of our current contractual arrangements (i) by and among Autohome WFOE, Autohome Information and two of its
subsidiaries, Autohome Advertising and Chengshi Advertising, and the shareholders of Autohome Information, and (ii) by and among Chezhiying WFOE,
Shengtuo Hongyuan and its two subsidiaries, and the shareholders of Shengtuo Hongyuan. The contractual agreements by and among Autohome WFOE and
Shanghai Advertising and its shareholders are substantially the same as the contractual agreements among Autohome WFOE, Autohome Information and its
shareholders.
Agreements that Provide Effective Control over Autohome Information and Shengtuo Hongyuan
Equity Interest Pledge Agreements. Pursuant to the equity interest pledge agreements between Autohome WFOE and each of the two shareholders of
Autohome Information entered into in March 2017, each shareholder of Autohome Information pledges to Autohome WFOE all of his or her equity interests
in Autohome Information to secure the performance of such shareholder’s respective obligations and Autohome Information’s obligations under the loan
agreements, equity option agreements, and the exclusive technology consulting and service agreements. See “—Contractual Arrangements with Our Variable
Interest Entities—Agreements that Transfer Economic Benefits of Autohome Information and Shengtuo Hongyuan to Us” and “—Contractual Arrangements
with Our Variable Interest Entities—Agreements that Provide Us the Options to Purchase the Equity Interests in Autohome Information and Shengtuo
Hongyuan” for a brief description of these obligations. Without Autohome WFOE’s consent, shareholders of Autohome Information shall not create or permit
to create any encumbrances on the pledged equity interests in Autohome Information. In the event of default, Autohome WFOE is entitled to request
immediate repayment of the outstanding amounts payable under the loan agreements, the equity option agreements and the exclusive technology consulting
and service agreements or to dispose of the pledged equity interests at Autohome WFOE’s sole discretion. The equity pledge agreements have an indefinite
term and will terminate after all the secured obligations under these agreements have been satisfied in full or the pledged equity interests have been
transferred to Autohome WFOE or its designee.
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Pursuant to the equity interest pledge agreements between Autohome WFOE and Autohome Information entered into in September 2016, Autohome
Information pledges to Autohome WFOE all of its equity interests in Chengshi Advertising and Autohome Advertising to secure the performance of its
obligations under the equity option agreements and the obligations of Chengshi Advertising and Autohome Advertising under the exclusive technology
consulting and service agreements. These equity interest pledge agreements contain substantially the same terms as the equity interest pledge agreements
between Autohome WFOE and the shareholders of Autohome Information.
In September 2016, Chezhiying WFOE and each of the shareholders of Shengtuo Hongyuan entered into equity interest pledge agreements. The terms
of these agreements are substantially the same as the equity interest pledge agreements between Autohome WFOE and each of the two shareholders of
Autohome Information described above. In September 2016, Chezhiying WFOE and Shengtuo Hongyuan entered into equity interest pledge agreements. The
terms of these agreements are substantially the same as the equity interest pledge agreements between Autohome WFOE and Autohome Information. As of the
date of this annual report, we have completed the registration for the equity interest pledge agreements between Autohome WFOE and Autohome
Information’s individual shareholders, and between Chezhiying WFOE and Shengtuo Hongyuan’s individual shareholders.
Power of Attorney. In September 2016 and March 2017, Autohome Information and each of the shareholders of Autohome Information executed an
irrevocable power of attorney appointing Autohome WFOE, or any person designated by Autohome WFOE, as their attorney-in-fact, to vote on their behalf at
the shareholders’ meetings of Autohome Advertising, Chengshi Advertising and Autohome Information and to exercise full voting rights as the shareholders
of these companies with powers granted under PRC laws and regulations and the articles of association of each of the above companies, including the rights
to appoint directors and management personnel.
In September 2016, Shengtuo Hongyuan and each of the shareholders of Shengtuo Hongyuan executed an irrevocable power of attorney appointing
Chezhiying WFOE, or any person designated by Chezhiying WFOE, as their attorney-in-fact, to vote on their behalf at the shareholders’ meetings of
Shengtuo Hongyuan’s subsidiaries and Shengtuo Hongyuan and to exercise full voting rights as the shareholders of these companies with powers granted
under PRC laws and regulations and the articles of association of each of the above companies, including the rights to appoint directors and management
personnel.
Agreements that Transfer Economic Benefits of Autohome Information and Shengtuo Hongyuan to Us
Exclusive Technology Consulting and Service Agreements. Pursuant to the exclusive technology consulting and service agreements entered into
between Autohome WFOE and each of Autohome Information, Autohome Advertising and Chengshi Advertising in March 2017, September 2016 and
September 2016, respectively, Autohome WFOE has the exclusive right to provide each of these VIEs comprehensive technology and management
consulting services. In addition, Autohome WFOE is obligated to provide financing support to each of these VIEs to ensure the cash flow requirements of the
day-to-day operations of these VIEs. Each of these VIEs is obligated to pay to Autohome WFOE service fees, which are calculated based on such VIE’s
revenues reduced by its tax, operating expenses and an appropriate amount of retained profit that is determined pursuant to our tax planning strategies and
relevant tax laws. Such service fees may be adjusted by Autohome WFOE at Autohome WFOE’s sole discretion. Autohome WFOE owns the intellectual
properties arising from the performance of these agreements. These agreements have a 30-year term that can be automatically extended for another 10 years at
the option of Autohome WFOE and can only be terminated by the parties’ mutual written consent or by Autohome WFOE’s prior 30-day notice at its sole
discretion. During the term of these agreements, these VIEs may not enter into any agreements with third parties for the provision of any technology or
management consulting services without prior consent of Autohome WFOE.
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In September 2016, Chezhiying WFOE and each of Shengtuo Hongyuan and its two subsidiaries entered into exclusive technology consulting and
service agreements. The terms of these agreements are substantially the same as the exclusive technology consulting and service agreements between
Autohome WFOE and each of Autohome Information, Autohome Advertising and Chengshi Advertising described above.
Autohome WFOE and Chezhiying WFOE recognized service fees from all the VIEs in the amount of RMB125.8 million in 2016, RMB414.8 million in
2017 and RMB289.5 million (US$42.1 million) in 2018 in consideration for services provided to the VIEs.
Loan Agreements. Pursuant to the loan agreements between Autohome WFOE and each of the two shareholders of Autohome Information entered into
in March 2017, Autohome WFOE granted interest-free loans to these two shareholders of Autohome Information. The loans are to be used solely for the
purpose of making capital contributions to the registered capital of Autohome Information. The term of the loans is indefinite and must be repaid in the
manner specified in the agreements upon written notice from Autohome WFOE at any time in Autohome WFOE’s sole discretion or upon an event of default
by the shareholders of Autohome Information.
In September 2016, Chezhiying WFOE and each of the shareholders of Shengtuo Hongyuan entered into loan agreements. The terms of these
agreements are substantially the same as the loan agreements between Autohome WFOE and each of the two shareholders of Autohome Information described
above.
Agreements that Provide Us the Options to Purchase the Equity Interests in Autohome Information and Shengtuo Hongyuan
Equity Option Agreements. Pursuant to the equity option agreements among Autohome WFOE, Autohome Information and each of the two
shareholders of Autohome Information entered into in March 2017, each shareholder of Autohome Information jointly and severally grants to Autohome
WFOE an option to purchase all or part of his or her equity interests in Autohome Information at a price equivalent to the lowest price permitted by PRC law.
The purchase price is to be offset against the loan repayments under the loan agreements. If there will be additional payments to be made by Autohome
Information to these shareholders required by the PRC law, these shareholders must immediately return the received payments to Autohome WFOE.
Autohome WFOE may exercise its option at any time or transfer the rights and obligations under the equity option agreement to any of its designated parties.
The equity option agreements have an indefinite term and will terminate at the earlier of (i) the date on which the equity interests in Autohome Information
have been transferred to Autohome WFOE or its designated parties, or (ii) the unilateral termination by Autohome WFOE.
Pursuant to the equity option agreements among Autohome WFOE, Autohome Information and two of Autohome Information’s subsidiaries, namely
Autohome Advertising and Chengshi Advertising, entered into in September 2016, Autohome Information granted Autohome WFOE or its designated parties
an option to purchase all or part of Autohome Information’s equity interests in these Autohome Information subsidiaries at a price equivalent to the lowest
price permitted by PRC law. Autohome WFOE may exercise its option at any time. The equity option agreements have an indefinite term and will terminate
at the earlier of (i) the date on which all of Autohome Information’s equity interests in these subsidiaries have been transferred to Autohome WFOE or its
designated parties, or (ii) the unilateral termination by Autohome WFOE.
In September 2016, Chezhiying WFOE, Shengtuo Hongyuan and each of the shareholders of Shengtuo Hongyuan entered into equity option
agreements. The terms of these agreements are substantially the same as the equity option agreements among Autohome WFOE, Autohome Information and
each of the two shareholders of Autohome Information described above. In September 2016, Chezhiying WFOE, Shengtuo Hongyuan and each of the two
subsidiaries of Shengtuo Hongyuan entered into equity option agreements. The terms of these agreements are substantially the same as the equity option
agreements among Autohome WFOE, Autohome Information and each of Autohome Advertising and Chengshi Advertising.
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Transactions with Entities Affiliated with Our Shareholders
Since Ping An Group became our controlling shareholder, it provided services including rental and property management services, technical services
and other miscellaneous services to us for a total amount of RMB21.6 million in 2016, RMB55.2 million in 2017 and RMB88.7 million (US$12.9 million) in
2018.
We earned service fees primarily for providing facilitation services related to insurance products and loan and leasing product transactions for Ping An
Group or its affiliates on our platform as well as providing advertising services to Ping An Group for a total amount of RMB21.2 million in 2017 and
RMB473.5 million (US$68.9 million) in 2018.
Since Ping An Group became our controlling shareholder, we and a subsidiary of Ping An Group entered into a sales contract under which we sold
vehicles to the subsidiary for a total amount of RMB21.9 million in 2016. The outstanding receivable was collected in full as of December 31, 2016.
Investor’s Rights Agreements
We entered into an investor’s rights agreement with Yun Chen on September 30, 2016. Under this investor’s rights agreement, so long as Yun Chen
holds at least 20% of our issued and outstanding shares, (i) we must permit Yun Chen and its designated representatives, at their own cost and expense, at
reasonable times and upon reasonable prior notice to us, to review our books and records and to discuss our financial condition with our officers; and (ii) we
must provide to Yun Chen our financial statements stated in the investor’s rights agreement so long as its external auditor considers it to be necessary to
consolidate our financial statements into Yun Chen’s financial statements in accordance with the PRC accounting standards.
Employment Agreements
See “Item 6. Directors, Senior Management and Employees—B. Compensation of Directors and Executive Officers—Employment Agreements” for a
description of the employment agreements we have entered into with our senior executive officers.
Share Incentive Plans
See “Item 6. Directors, Senior Management and Employees—B. Compensation of Directors and Executive Officers—Share Incentive Plans” for a
description of share-based compensation awards we have granted to our directors and officers and to other individuals as a group.
See Note 12 to our financial statements for further information about our related party transactions.
C.
Interests of Experts and Counsel
Not applicable.
ITEM 8. FINANCIAL INFORMATION
A.
Consolidated Statements and Other Financial Information
We have appended consolidated financial statements filed as part of this annual report.
Legal Proceedings
From time to time, we may be subject to various claims and legal actions that arise in the ordinary course of our business. There are currently no legal
proceedings that, in the opinion of our management, may have a material adverse effect on our business and results of operations.
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Dividend Policy
Our board of directors has complete discretion to declare dividends. Even if our board of directors decides to pay dividends, the form, frequency and
amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other
factors that the board of directors may deem relevant.
In November 2017, our board of directors declared a special cash dividend to the holders of our ordinary shares of record as of the close of business on
January 4, 2018, or the Record Date. We paid a cash dividend of US$0.76 per share (inclusive of applicable fees payable to our depositary bank) on or about
January 15, 2018 to the holders of our ordinary shares as of the Record Date. Our board of directors decides the timing, amount and form of any future
dividends, if any, based on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of
distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of
directors. We do not have any plan to pay additional cash dividends on our ordinary shares in the foreseeable future. We currently intend to retain most, if not
all, of our remaining available funds and any future earnings to operate and expand our business.
We are a holding company incorporated in the Cayman Islands. We may rely on dividends from our subsidiaries in China for our cash requirements,
including any payment of dividends to our shareholders. PRC regulations may restrict the ability of our PRC subsidiaries to pay dividends to us. See “Item 4.
Information on the Company—B. Business Overview—PRC Regulation—Regulations on Dividend Distribution.”
If we pay any dividends, we will pay our ADS holders to the same extent as holders of our ordinary shares, subject to the terms of the deposit
agreement, including the fees and expenses payable thereunder. See “Item 12. Description of Securities other than Equity Securities—D. American
Depositary Shares.” Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.
B.
Significant Changes
Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited consolidated
financial statements included in this annual report.
ITEM 9. THE OFFER AND LISTING
A.
Offering and Listing Details
See “—C. Markets.”
B.
Plan of Distribution
Not applicable.
C. Markets
Our ADSs have been listed on the NYSE since December 11, 2013 under the symbol “ATHM.”
D.
Selling Shareholders
Not applicable.
E.
Dilution
Not applicable.
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F.
Expenses of the Issue
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A.
Share Capital
Not applicable.
B. Memorandum and Articles of Association
We are a Cayman Islands company and our affairs are governed by our memorandum and articles of association and the Companies Law of the Cayman
Islands, referred to as the Companies Law below. The following are summaries of certain provisions of our memorandum and articles of association in effect
as of the date of this annual report insofar as they relate to the material terms of our ordinary shares.
Registered Office and Objects
Our registered office in the Cayman Islands is located at 2nd Floor Harbour Center 42 North Church Street George Town, Grand Cayman, Cayman
Islands. The memorandum of association provides, inter alia, that the liability of the shareholders of our company is limited to the amount, if any, for the
time being unpaid on the ordinary shares. The objects for which our company is established are unrestricted (including acting as an investment company),
and we shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of corporate benefit, as provided in section
27(2) of the Companies Law and in view of the fact that we are an exempted Company, we will not trade in the Cayman Islands with any person, firm or
corporation except in furtherance of our business carried on outside the Cayman Islands.
Board of Directors
See “Item 6. Directors, Senior Management and Employees—C. Board Practices—Duties of Directors” and “—Terms of Directors and Officers.”
Ordinary Shares
General
Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. Holders of our Class A ordinary shares and Class B ordinary
shares will have the same rights except for voting and conversion rights. All of our outstanding ordinary shares, which consist of Class A ordinary shares, are
fully paid and non-assessable. Certificates representing the Class A ordinary shares are issued in registered form. Our shareholders who are non-residents of
the Cayman Islands may freely hold and transfer their Class A ordinary shares.
Class Rights of our Class A and Class B Ordinary Shares
Subject to our fourth memorandum and articles of association and any resolution of the shareholders to the contrary and without prejudice to any
special rights conferred thereby on the holders of any other shares or class of shares, the Class A ordinary shares and Class B ordinary shares carry equal rights
and rank pari passu with one another other than as set out below.
Conversion
Subject to the provisions of our fourth amended and restated memorandum and articles of association and in compliance with all fiscal and other laws
and regulations applicable thereto, a holder of Class B ordinary shares shall have the right to convert all or any of its Class B ordinary shares into Class A
ordinary shares on a one-for-one basis. We previously had Class B ordinary shares held by Telstra. As a result of the sale by Telstra to Yun Chen in June 2016,
all of our then outstanding Class B ordinary shares were converted into Class A ordinary shares. As of the date of this annual report, we do not have any
Class B ordinary shares outstanding.
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A holder of Class A ordinary shares has no rights of conversion in respect of each such Class A ordinary share into Class B ordinary shares.
Dividends
The holders of our ordinary shares are entitled to such dividends as may be declared by us in general meeting or by our board of directors subject to the
Companies Law and to the fourth amended and restated memorandum and articles of association.
Voting Rights
Subject to any special rights or restrictions as to voting for the time being attached to any shares, at any general meeting every holder of Class A
ordinary shares who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) shall have one
vote on a show of hands, and on a poll every shareholder holding Class A ordinary shares present in person or by proxy (or, in the case of a shareholder being
a corporation, by its duly appointed representative) shall have one vote for each fully paid Class A ordinary share of which such shareholder is the holder. As
a result of the sale by Telstra to Yun Chen in June 2016, all of our then outstanding Class B ordinary shares were converted into Class A ordinary shares.
A quorum required for a meeting of shareholders consists of two shareholders entitled to vote and present in person or by proxy or, if a corporation or
other non-natural person, by its duly authorized representative holding at least one third of the voting rights represented by the issued and outstanding
ordinary shares throughout the meeting. We may, but are not obligated to, hold a general meeting in each year as our annual general meeting. The annual
general meeting shall be held at such time and place as may be determined by the directors. Each general meeting, other than an annual general meeting,
shall be an extraordinary general meeting. A majority of our board of directors or our chairman may call extraordinary general meetings. Advance notice of at
least ten clear days is required for the convening of our annual general meeting and other shareholders’ meetings. The agenda of any extraordinary general
meeting will be set by a majority of the directors then in office.
An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares
cast in a general meeting, while a special resolution requires the affirmative vote of at least two-thirds of the votes cast attaching to the outstanding ordinary
shares. A special resolution will be required for important matters such as a change of name or making changes to our fourth amended and restated
memorandum and articles of association.
Transfer of Ordinary Shares
Subject to the restrictions of our fourth amended and restated memorandum and articles of association, as applicable, any of our shareholders may
transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors.
Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we
have a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:
•
•
•
•
the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as
our board of directors may reasonably require to show the right of the transferor to make the transfer;
the instrument of transfer is in respect of only one class of ordinary shares;
the instrument of transfer is properly stamped, if required; and
in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four.
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If our directors refuse to register a transfer, they shall, within three months after the date on which the instrument of transfer was lodged, send to each of
the transferor and the transferee notice of such refusal.
The registration of transfers may, after compliance with any notice required of the Designated Stock Exchange (as defined in the fourth amended and
restated memorandum and articles of association), be suspended and the register closed at such times and for such periods as our board of directors may from
time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year.
Liquidation
On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of ordinary shares), assets available for
distribution among the holders of ordinary shares shall be distributed among the holders of the ordinary shares on a pro rata basis. The amount received by
holders of Class A ordinary shares and Class B ordinary shares should be the same in any liquidation event. If our assets available for distribution are
insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders proportionately.
Calls on Ordinary Shares and Forfeiture of Ordinary Shares
Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares in a notice served to such
shareholders at least 14 days prior to the specified time of payment. The ordinary shares that have been called upon and remain unpaid are subject to
forfeiture.
Redemption of Ordinary Shares
Subject to the provisions of the Companies Law, we may repurchase or redeem shares at our option or at the option of the holders of these shares, on
such terms and in such manner, including out of capital, as may be determined by our board of directors.
Variations of Rights of Shares
All or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Law, be varied with the sanction of a
special resolution passed at a general meeting of the holders of the shares of that class. The rights conferred upon the holders of the shares of any class issued
with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the
creation or issue of further shares ranking pari passu with such existing class of shares.
General Meetings of Shareholders
Shareholders’ meetings may be convened by a majority of our board of directors or our chairman. Advance notice of at least ten clear days is required
for the convening of our annual general shareholders’ meeting and any other general meeting of our shareholders. In addition, general meetings will also be
convened on the requisition in writing of any shareholder or shareholders entitled to attend and vote at our general meetings holding at least one third of the
voting rights represented by our issued voting shares.
Appointment of Directors
Our shareholders may by ordinary resolution elect any person to fill a casual vacancy or as an addition to the existing board.
The directors will also have the power from time to time and at any time to appoint any person as a director to fill a casual vacancy on the board or as
an addition to the existing board.
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Inspection of Books and Records
Holders of our ordinary shares have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate
records. However, we will allow our shareholders to inspect our register of members and provide our shareholders with annual audited financial statements.
Pursuant to the investor’s rights agreement we have with the Yun Chen and other shareholders, Yun Chen has the right to access our books and records
so long as it holds in aggregate at least 20% of our issued and outstanding share capital.
Issuance of Additional Preferred Shares
Our fourth amended and restated memorandum of association authorizes our board of directors to issue additional ordinary shares from time to time as
our board of directors shall determine, to the extent of available authorized but unissued shares.
Our fourth amended and restated memorandum of association authorizes our board of directors to establish from time to time one or more series of
preferred shares and to determine, with respect to any series of preferred shares, the terms and rights of that series, including:
•
•
•
•
the designation of the series;
the number of shares of the series;
the dividend rights, dividend rates, conversion rights, voting rights; and
the rights and terms of redemption and liquidation preferences.
Our board of directors may issue preferred shares without action by our shareholders to the extent authorized but unissued. The issuance of preferred
shares may be used as an anti-takeover device without further action on the part of the shareholders. Issuance of these shares may dilute the voting rights of
holders of ordinary shares.
C. Material Contracts
We have not entered into any material contracts other than in the ordinary course of business and other than those described elsewhere in “Item 4.
Information on the Company—B. Business Overview,” “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions,” or
elsewhere in this annual report.
D.
Exchange Controls
See “Item 4. Information on the Company—B. Business Overview—PRC Regulation—Regulations on Foreign Exchange.”
E.
Taxation
Cayman Islands Taxation
The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation
in the nature of inheritance tax or estate duty. There are no other taxes levied by the Government of the Cayman Islands that are likely to be material to
holders of ADSs or Class A ordinary shares. The Cayman Islands is not party to any double tax treaties, except for a double tax treaty entered into with the
United Kingdom in 2010. There are no exchange control regulations or currency restrictions in the Cayman Islands.
Pursuant to Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, we have obtained an undertaking from the
Governor-in-Cabinet:
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(a) that no law which is enacted in the Cayman Islands imposing any tax to be levied on profits or income or gains or appreciation shall apply to us or
our operations; and
(b) that the aforesaid tax or any tax in the nature of estate duty or inheritance tax shall not be payable on our shares, debentures or other obligations.
The undertaking for us is for a period of 20 years from July 22, 2008.
People’s Republic of China Taxation
We are a holding company incorporated in the Cayman Islands, which indirectly holds Autohome WFOE, Chezhiying WFOE and other subsidiaries in
the PRC. Our business operations are principally conducted through our PRC subsidiaries and VIEs. Although we believe we are not a PRC resident
enterprise for enterprise income tax purposes, substantial uncertainty exists. In the event that our company or any of our offshore entities, is considered to be
a PRC resident enterprise: (a) our company or our offshore entities, as the case may be, would be subject to the PRC enterprise income tax at the rate of 25%
on worldwide income; and (b) dividend income that our company or our offshore entities, as the case may be, receives from our PRC subsidiaries would be
exempt from the PRC withholding tax since such income is exempted under the Enterprise Income Tax Law for PRC resident enterprise; and (c) any
dividends we pay to our non-PRC shareholders or ADS holders as well as gains realized by such shareholders or ADS holders from the transfer of our shares or
ADSs may be regarded as China-sourced income and as a result become subject to PRC withholding tax at a rate of up to 10%, subject to reduction or
exemption by an applicable treaty. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Our global income and the
dividends that we may receive from our PRC subsidiaries, dividends distributed to our non-PRC shareholders and ADS holders, and gains recognized by such
shareholders or ADS holders, may be subject to PRC taxes under the Enterprise Income Tax Law, which would have a material adverse effect on our results of
operations.”
As uncertainties remain regarding the interpretation and implementation of the Enterprise Income Tax Law and its implementation rules, we cannot
assure you that, if we are deemed a PRC resident enterprise, any dividends to be distributed by us to our non-PRC shareholders and ADS holders would not be
subject to any PRC withholding tax. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Our global income and the
dividends that we may receive from our PRC subsidiaries, dividends distributed to our non-PRC shareholders and ADS holders, and gains recognized by such
shareholders or ADS holders, may be subject to PRC taxes under the Enterprise Income Tax Law, which would have a material adverse effect on our results of
operations.”
United States Federal Income Tax Considerations
The following discussion is a summary of United States federal income tax considerations relating to the ownership and disposition of our ADSs or
Class A ordinary shares by U.S. Holders (as defined below) that will hold ADSs or Class A ordinary shares as “capital assets” (generally, property held for
investment) under the United States Internal Revenue Code of 1986, as amended (the “Code”). This discussion is based upon applicable provisions of the
Code, Treasury regulations (proposed, temporary and final) promulgated thereunder, pertinent judicial decisions, interpretive rulings of the Internal Revenue
Service and such other authorities as we have considered relevant, which are subject to change, possibly with retroactive effect. This discussion does not
address all aspects of United States federal income taxation that may be important to particular investors in light of their individual investment
circumstances, including investors subject to special tax rules (for example, certain financial institutions, insurance companies, broker-dealers, pension plans,
regulated investment companies, real estate investment trusts, cooperatives, and tax-exempt organizations (including private foundations), holders who are
not U.S. Holders, holders who own (directly, indirectly, or constructively) 10% or more of our stock (by vote or value), investors that will hold their ADSs or
Class A ordinary shares as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction for United States federal income tax
purposes, investors that are traders in securities that have elected the mark-to-market method of accounting, investors required to accelerate the recognition of
any item of gross income with respect to our ADSs or Class A ordinary shares as a result of such income being recognized on an applicable financial
statement or investors that have a functional currency other than the United States dollar), all of whom may be subject to tax rules that differ significantly
from those discussed below. In addition, this discussion does not address United States federal estate, gift, Medicare, and alternative minimum tax
considerations, or any non-United States, state, or local tax considerations. Each U.S. Holder is urged to consult its tax advisors regarding the United States
federal, state, local, and non-United States income and other tax considerations of an investment in ADSs or Class A ordinary shares.
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General
For purposes of this summary, a “U.S. Holder” is a beneficial owner of our ADSs or Class A ordinary shares that is, for United States federal income tax
purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation, or other entity treated as a corporation for United States federal
income tax purposes, created in, or organized under the laws of the United States or any state thereof or the District of Columbia, or treated as such for United
States federal income tax purposes, (iii) an estate the income of which is includible in gross income for United States federal income tax purposes regardless
of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United
States persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise validly elected to be treated as a United States
person under the Code.
If a partnership (or other entity treated as a partnership for United States federal income tax purposes) is a beneficial owner of our ADSs or Class A
ordinary shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If a
U.S. Holder is a partner of a partnership holding our ADSs or Class A ordinary shares, the U.S. Holder is urged to consult its tax advisors regarding an
investment in our ADSs or Class A ordinary shares.
It is generally expected that a U.S. Holder of ADSs will be treated as the beneficial owner, for United States federal income tax purposes, of the
underlying shares represented by the ADSs. The remainder of this discussion assumes that a U.S. Holder of our ADSs will be treated in this manner.
Accordingly, deposits or withdrawals of our Class A ordinary shares for our ADSs will not be subject to United States federal income tax.
Passive Foreign Investment Company Considerations
A non-United States corporation, such as our company, will be classified as a “passive foreign investment company” (or a “PFIC”), for United States
federal income tax purposes for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii)
50% or more of the value of its assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive
income (the “asset test”). Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property
producing such income and net foreign currency gains. For this purpose, cash is categorized as a passive asset and the company’s goodwill and other
unbooked intangibles associated with active business activity are taken into account as non-passive assets. We will be treated as owning our proportionate
share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, 25% or more (by value)
of the stock.
Although the law in this regard is unclear, we treat our VIEs as being owned by us for United States federal income tax purposes, not only because we
exercise effective control over the operation of such entities but also because we are entitled to substantially all of their economic benefits, and, as a result,
we consolidate their results of operation in our consolidated financial statements. If it were determined, however, that we are not the owner of our VIEs for
United States federal income tax purposes, we would likely be treated as a PFIC for our current and any subsequent taxable year.
Furthermore, the determination of whether we will be or become a PFIC will depend, in part, on the composition of our income and assets. Fluctuations
in the market price of our ADSs may cause us to become a PFIC for the current or subsequent taxable years because the value of assets for the purpose of the
asset test may be determined by reference to the market price of our ADSs. The composition of our income and assets may also be affected by how, and how
quickly, we use our liquid assets. Under circumstances where our revenue from activities that produce passive income significantly increase relative to our
revenue from activities that produce non-passive income, or where we determine not to deploy significant amounts of cash for active purposes, our risk of
becoming classified as a PFIC may substantially increase. In addition, because there are uncertainties in the application of the relevant rules, it is possible
that the Internal Revenue Service may challenge our classification of certain income and assets as non-passive or our valuation of our tangible and intangible
assets, each of which may result in our becoming a PFIC for the current or subsequent taxable years.
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Assuming we are the owner of our VIEs for U.S. federal income tax purposes, we believe that we primarily operate as an active provider of online
automotive advertising solutions in China. Based on our current income and assets, we do not believe that we were a PFIC for the taxable year ended
December 31, 2018 and do not anticipate becoming a PFIC in future taxable years. While we do not believe that we were a PFIC for the taxable year ended
December 31, 2018 and do not anticipate becoming a PFIC for the current taxable year or the foreseeable future, no assurance can be given in this regard.
Because the determination of whether we will be or become a PFIC is a fact-intensive inquiry made on an annual basis, the determination of whether we will
be or become a PFIC will depend, in part, upon the value of our goodwill and other unbooked intangibles (which will depend upon the market value of our
ADSs from time to time, which may be volatile). In estimating the value of our goodwill and other unbooked intangibles, we have taken into account our
current market capitalization. If our market capitalization subsequently declines, we may be or become classified as a PFIC for the current taxable year or
future taxable years. It is also possible that the Internal Revenue Service may challenge our classification or valuation of our goodwill and other unbooked
intangibles, which may result in our company being or becoming a PFIC for the current taxable year or foreseeable future.
If we are classified as a PFIC for any taxable year during which a U.S. Holder holds our ADSs or Class A ordinary shares, the PFIC tax rules discussed
below under “Passive Foreign Investment Company Rules” generally will apply to such U.S. Holder for such taxable year and, unless the U.S. Holder makes
certain elections, will apply in future years even if we cease to be a PFIC in subsequent years. The discussion below under “Dividends” and “Sale or Other
Disposition of ADSs or Class A Ordinary Shares” is written on the basis that we will not be classified as a PFIC for United States federal income tax purposes.
Dividends
Any cash distributions (including the amount of any PRC tax withheld, if any) paid on ADSs or Class A ordinary shares out of our earnings and profits,
as determined under United States federal income tax principles, will generally be includible in the gross income of a U.S. Holder as dividend income on the
day actually or constructively received by the U.S. Holder, in the case of Class A ordinary shares, or by the depositary bank, in the case of ADSs. Because we
do not intend to determine our earnings and profits on the basis of United States federal income tax principles, any distribution paid will generally be treated
as a “dividend” for United States federal income tax purposes. Non-corporate U.S. Holders receiving dividend income generally will be subject to tax on such
dividend income from a “qualified foreign corporation” at a lower applicable capital gains rate rather than the marginal tax rates generally applicable to
ordinary income provided that certain holding period and other requirements are met. A non-United States corporation (other than a corporation that is
classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable year) generally will be considered to be a qualified foreign
corporation (i) with respect to any dividend it pays on stock (or ADSs in respect of such stock) which is readily tradable on an established securities market in
the United States, or (ii) if it is eligible for the benefits of a comprehensive tax treaty with the United States that the Secretary of Treasury of the United States
determines is satisfactory for purposes of this provision and that includes an exchange of information program. Our ADSs are listed on the NYSE, which is an
established securities market in the United States, and will be considered readily tradable on an established securities market for as long as the ADSs continue
to be listed on such exchange. Thus, we believe that we will be a qualified foreign corporation with respect to dividends we pay on our ADSs, but there can
be no assurance that our ADSs will continue to be considered readily tradable on an established securities market in later years.
Since we do not expect that our Class A ordinary shares be listed on established securities markets, it is unclear whether dividends that we pay on our
ordinary shares that are not backed by ADSs currently meet the requirements for the reduced tax rate. However, in the event that we are deemed to be a PRC
resident enterprise under the Enterprise Income Tax Law (see “People’s Republic of China Taxation”), we may be eligible for the benefits of the United
States-PRC income tax treaty, which the United States Treasury Department has determined is satisfactory for this purpose, and be treated as a qualified
foreign corporation with respect to dividends paid on our ADSs or Class A ordinary shares. Dividends received on our ADSs or Class A ordinary shares will
not be eligible for the dividends-received deduction allowed to corporations. Each U.S. Holder is advised to consult its tax advisors regarding the availability
of the reduced tax rate applicable to qualified dividend income for any dividends we pay with respect to our ADSs or Class A ordinary shares.
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Dividends generally will be treated as income from foreign sources for United States foreign tax credit purposes. In the event that we are deemed to be a
PRC resident enterprise under the Enterprise Income Tax Law, a U.S. Holder may be subject to PRC withholding taxes on dividends paid on our ADSs or
Class A ordinary shares. A U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign
withholding taxes imposed on dividends received on ADSs or Class A ordinary shares. A U.S. Holder who does not elect to claim a foreign tax credit for
foreign tax withheld may instead claim a deduction, for United States federal income tax purposes, in respect of such withholding taxes, but only for a year in
which such U.S. Holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex and U.S. Holders are
urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.
Sale or Other Disposition of ADSs or Class A Ordinary Shares
A U.S. Holder will generally recognize capital gain or loss upon the sale or other disposition of ADSs or Class A ordinary shares in an amount equal to
the difference between the amount realized upon the disposition and the holder’s adjusted tax basis in such ADSs or Class A ordinary shares. Any capital gain
or loss will be long-term gain or loss if the ADSs or Class A ordinary shares have been held for more than one year and will generally be United States-source
gain or loss for United States foreign tax credit purposes. Long-term capital gain of non-corporate U.S. Holders is generally eligible for reduced rates of
taxation. In the event that gain from the disposition of the ADSs or Class A ordinary shares is subject to tax in the PRC, a U.S. Holder that is eligible for the
benefits of the United States-PRC income tax treaty may elect to treat the gain as PRC-source income. The deductibility of a capital loss may be subject to
limitations. U.S. Holders are urged to consult their tax advisors regarding the tax consequences if a foreign tax is imposed on a disposition of our ADSs or
Class A ordinary shares, including the availability of the foreign tax credit under their particular circumstances.
Passive Foreign Investment Company Rules
If we are classified as a PFIC for any taxable year during which a U.S. Holder holds our ADSs or Class A ordinary shares, and unless the U.S. Holder
makes a mark-to-market election with respect to ADSs (as described below), the U.S. Holder will generally be subject to special tax rules that have a
penalizing effect, regardless of whether we remain a PFIC, on (i) any excess distribution that we make to the U.S. Holder (which generally means any
distribution paid during a taxable year that is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the
U.S. Holder’s holding period for the ADSs or Class A ordinary shares), and (ii) any gain realized on the sale or other disposition, including a pledge, under
certain circumstances, of ADSs or Class A ordinary shares. Under these PFIC rules:
•
•
•
•
the U.S. Holder’s excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for the ADSs or Class A ordinary
shares;
the amount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which
we are classified as a PFIC (each, a “pre-PFIC year”) will be taxable as ordinary income;
the amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable to
individuals or corporations, as appropriate, for that year;
an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior
taxable year, other than a pre-PFIC year.
If we are a PFIC for any taxable year during which a U.S. Holder holds our ADSs or Class A ordinary shares and any of our non-United States
subsidiaries is also a PFIC (i.e., a lower-tier PFIC), such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-
tier PFIC and would be subject to the rules described above on certain distributions by a lower-tier PFIC and a disposition of shares of a lower-tier PFIC even
though such U.S. Holder would not receive the proceeds of those distributions or dispositions. U.S. Holders are urged to consult their tax advisors regarding
the application of the PFIC rules to any of our subsidiaries.
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As an alternative to the foregoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election with respect to our ADSs,
provided that the ADSs are regularly traded on the NYSE. We anticipate that the ADSs should qualify as being regularly traded, but no assurances may be
given in this regard. If a U.S. Holder makes this election, the U.S. Holder will generally (i) include as ordinary income for each taxable year the excess, if any,
of the fair market value of ADSs held at the end of the taxable year over the adjusted tax basis of such ADSs and (ii) deduct as an ordinary loss the excess, if
any, of the adjusted tax basis of such ADSs over the fair market value of such ADSs held at the end of the taxable year, but such deduction will be allowed
only to the extent of the amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis in the ADSs
would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes a mark-to-market election in respect of a
corporation classified as a PFIC and such corporation ceases to be classified as a PFIC, the U.S. Holder will not be required to take into account the gain or
loss described above during any year that such corporation is not classified as a PFIC. If a U.S. Holder makes a mark-to-market election, any gain such U.S.
Holder recognizes upon the sale or other disposition of our ADSs in a year when we are a PFIC will be treated as ordinary income and any loss will be treated
as ordinary loss, but such loss will only be treated as ordinary loss to the extent of the net amount previously included in income as a result of the
mark-to-market election. In the case of a U.S. Holder who has held ADSs or Class A ordinary shares during any taxable year in respect of which we were
classified as a PFIC and continues to hold such ADSs or Class A ordinary shares (or any portion thereof) and has not previously made a mark-to-market
election, and if such U.S. Holder makes a mark-to-market election, special tax rules may apply relating to purging the PFIC taint of such ADSs or Class A
ordinary shares.
Because, as a technical matter, a mark-to-market election cannot be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be
subject to the PFIC rules with respect to its indirect interest in any investments held by us that are treated as an equity interest in a PFIC for United States
federal income tax purposes.
We do not intend to provide information necessary for U.S. Holders to make “qualified electing fund” elections which, if available, would result in tax
treatment different from the general tax treatment for PFICs described above.
Dividends that we pay on our ADSs or Class A ordinary shares will not be eligible for the reduced tax rate that applies to qualified dividend income
discussed above under “Dividends” if we are classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable year. If a U.S.
Holder owns our ADSs or Class A ordinary shares during any taxable year that we are a PFIC, the U.S. Holder must generally file an annual report with the
Internal Revenue Service, subject to certain limited exceptions. Each U.S. Holder is urged to consult its tax advisor concerning the United States federal
income tax consequences of owning and disposing of our ADSs or Class A ordinary shares if we are or become a PFIC, including filing requirements, the
possibility of making a mark-to-market election and the unavailability of the qualifying electing fund election.
Information Reporting
Certain U.S. Holders are required to report information to the Internal Revenue Service relating to an interest in “specified foreign financial assets,”
including shares issued by a non-United States corporation, for any year in which the aggregate value of all specified foreign financial assets exceeds
$50,000 (or a higher dollar amount prescribed by the Internal Revenue Service), subject to certain exceptions (including an exception for shares held in
custodial accounts maintained with a U.S. financial institution). These rules also impose penalties if a U.S. Holder is required to submit such information to
the Internal Revenue Service and fails to do so.
In addition, dividend payments with respect to our ADSs or Class A ordinary shares and proceeds from the sale or other disposition of our ADSs or
Class A ordinary shares may be subject to information reporting to the Internal Revenue Service. U.S. Holders are urged to consult their tax advisors
regarding the application of the United States information reporting rules to their particular circumstances.
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F.
Dividends and Paying Agents
Not applicable.
G.
Statement by Experts
Not applicable.
H.
Documents on Display
We previously filed with the SEC registration statements on Form F-1 under the Securities Act with respect to our initial public offering and our
follow-on offering of our Class A ordinary shares represented by ADSs.
We are subject to the periodic reporting and other informational requirements of the Securities Exchange Act of 1934, or the Exchange Act. Under the
Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within four
months after the end of each fiscal year, which is December 31. The SEC maintains a website at www.sec.gov that contains reports, proxy and information
statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system. Copies of reports and other
information, when filed, may also be inspected without charge, and may be obtained at prescribed rates at the public reference facilities maintained by the
SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The public may obtain information regarding the Washington, D.C. Public Reference Room
by calling the SEC at 1-800-SEC-0330. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and
content of quarterly reports and proxy statements, and officers, directors and principal shareholders are exempt from the reporting and short-swing profit
recovery provisions contained in Section 16 of the Exchange Act.
We will furnish Deutsche Bank Trust Company Americas, the depositary of our ADSs, with our annual reports, which will include a review of
operations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders’ meetings and other
reports and communications that are made generally available to our shareholders. The depositary will make such notices, reports and communications
available to holders of ADSs and, upon our request, will mail to all record holders of ADSs the information contained in any notice of a shareholders’ meeting
received by the depositary from us.
In accordance with NYSE Rule 203.01, we will post this annual report on our website http://ir.autohome.com.cn. In addition, we will provide
hardcopies of our annual report to shareholders, including ADS holders, free of charge upon request.
I.
Subsidiary Information
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
Our exposure to interest rate risk primarily relates to the interest income generated by excess cash, which is mostly held in interest-bearing bank
deposits, and adjustable-rate short-term investments. We have not used derivative financial instruments in our investment portfolio. Interest earning
instruments carry a degree of interest rate risk. We have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in market
interest rates. Based on our interest earning instruments during the year ended December 31, 2018, a 10% change in the interest rates would result in an
increase or decrease of RMB35.8 million (US$5.2 million) of our total amount of interest income for 2018. However, our future interest income may fluctuate
due to changes in market interest rates. See “Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital Resources.”
Foreign Exchange Risk
We earn substantially all of our revenues and incur most of our expenses in RMB, and substantially all of our sales contracts are denominated in RMB.
We do not believe that we currently have any significant direct foreign exchange risk and have not used any derivative financial instruments to hedge our
exposure to such risk. Although in general, our exposure to foreign exchange risks should be limited, the value of your investment in our ADSs will be
affected by the exchange rate between the U.S. dollar and the RMB because the value of our business is effectively denominated in RMB, while the ADSs
will be traded in U.S. dollars. Based on the amount of our cash and cash equivalents and short-term investments as of December 31, 2018, a 1.0% change in
the exchange rate between the Renminbi and the U.S. dollar would result in an increase or decrease of approximately US$0.6 million to our cash and cash
equivalents and short-term investments.
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Significant revaluation of RMB against U.S. dollar may materially affect our earnings and financial position, the conversion of RMB into foreign
currencies, including U.S. dollars, is based on rates set by the PBOC. In July 2005, the PRC government changed its decades-old policy of pegging the value
of the RMB to the U.S. dollar, and the RMB appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June
2010, this appreciation halted and the exchange rate between the RMB and the U.S. dollar remained within a narrow band. Since June 2010, the RMB has
fluctuated against the U.S. dollar, at times significantly and unpredictably. On November 30, 2015, the Executive Board of the International Monetary Fund
completed the regular five-year review of the basket of currencies that make up the Special Drawing Right, or the SDR, and decided that with effect from
October 1, 2016, RMB is determined to be a freely usable currency and will be included in the SDR basket as a fifth currency, along with the U.S. dollar, the
Euro, the Japanese yen and the British pound. In the fourth quarter of 2016, the RMB has depreciated significantly in the backdrop of a surging U.S. dollar
and persistent capital outflows of China. In 2017, the RMB has appreciated significantly in the backdrop of a weak U.S. dollar, robust Chinese economy in
2017 and stringent foreign exchange regulation. In the first quarter of 2018, the RMB continued to appreciate. However, the RMB depreciated significantly
in the remaining quarters of 2018. With the development of the foreign exchange market and progress towards interest rate liberalization and RMB
internationalization, the PRC government may in the future announce further changes to the exchange rate system. It is difficult to predict how market forces
or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future.
To the extent that we need to convert U.S. dollars into RMB for capital expenditures and working capital and other business purposes, appreciation of
the RMB against the U.S. dollar would have an adverse effect on the RMB amount we would receive from the conversion. Conversely, if we decide to convert
RMB into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs, strategic acquisitions or investments or other
business purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount available to us.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A.
Debt Securities
Not applicable.
B. Warrants and Rights
Not applicable.
C.
Other Securities
Not applicable.
D.
American Depositary Shares
Fees and Charges Our ADS Holders May Have to Pay
Deutsche Bank Trust Company Americas, the depositary of our ADS program, collects its fees for delivery and surrender of ADSs directly from
investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The principal executive office of the
depositary is located at 60 Wall Street, New York, NY 1005, USA. As an ADS holder, you will be required to pay the following service fees to the depositary
bank:
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Service
Issuance of ADSs, including issuances resulting from a distribution of
shares or rights or other property
Fees
Up to US$0.05 per ADS issued
Cancellation of ADSs, including in the case of termination of the deposit
agreement
Up to US$0.05 per ADS cancelled
• Distribution of cash dividends or other cash distributions
Up to US$0.05 per ADS held
Distribution of ADSs pursuant to share dividends, free share distributions or
exercise of rights
Up to US$0.05 per ADS held
•
•
•
•
Distribution of securities other than ADSs or rights to purchase additional
ADSs
•
Depositary services
• Transfer of ADRs
A fee equivalent to the fee that would be payable if securities distributed to
you had been Class A ordinary shares and the Class A ordinary shares had
been deposited for issuance of ADSs
Up to US$0.05 per ADS held on the applicable record date(s) established
by the depositary bank
US$1.50 per certificate presented for transfer
As an ADS holder, you will also be responsible for paying certain fees and expenses incurred by the depositary bank and certain taxes and
governmental charges (in addition to any applicable fees, expenses, taxes and other governmental charges payable on the deposited securities represented by
any of your ADSs) such as:
•
•
•
•
•
•
•
Fees for the transfer and registration of Class A ordinary shares charged by the registrar and transfer agent for the Class A ordinary shares in the
Cayman Islands (i.e., upon deposit and withdrawal of Class A ordinary shares).
Expenses incurred for converting foreign currency into U.S. dollars.
Expenses for cable, telex and fax transmissions and for delivery of securities.
Taxes and duties upon the transfer of securities, including any applicable stamp duties, any stock transfer charges or withholding taxes (i.e.,
when Class A ordinary shares are deposited or withdrawn from deposit).
Fees and expenses incurred in connection with the delivery or servicing of Class A ordinary shares on deposit.
Fees and expenses incurred in connection with complying with exchange control regulations and other regulatory requirements applicable to
Class A ordinary shares, deposited securities, ADSs and ADRs.
Any applicable fees and penalties thereon.
The depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary bank by the brokers (on behalf of their
clients) receiving the newly issued ADSs from the depositary bank and by the brokers (on behalf of their clients) delivering the ADSs to the depositary bank
for cancellation. The brokers in turn charge these fees to their clients. Depositary fees payable in connection with distributions of cash or securities to ADS
holders and the depositary services fee are charged by the depositary bank to the holders of record of ADSs as of the applicable ADS record date.
The depositary fees payable for cash distributions are generally deducted from the cash being distributed or by selling a portion of distributable
property to pay the fees. In the case of distributions other than cash (i.e., share dividends, rights), the depositary bank charges the applicable fee to the ADS
record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or uncertificated in direct
registration), the depositary bank sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts
(via DTC), the depositary bank generally collects its fees through the systems provided by DTC (whose nominee is the registered holder of the ADSs held in
DTC) from the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians who hold their clients’ ADSs in DTC accounts in
turn charge their clients’ accounts the amount of the fees paid to the depositary banks.
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In the event of refusal to pay the depositary fees, the depositary bank may, under the terms of the deposit agreement, refuse the requested service until
payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder.
Fees and Other Payments Made by the Depositary to Us
Our depositary has agreed to reimburse us for a portion of certain expenses we incur that are related to establishment and maintenance of the ADR
program, including investor relations expenses. There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of
reimbursement available to us is not related to the amounts of fees the depositary collects from investors. Further, the depositary has agreed to reimburse us
certain fees payable to the depositary by holders of ADSs. Neither we nor the depositary can determine the exact amount to be made available to us because
(i) the number of ADSs that will be issued and outstanding, (ii) the level of service fees to be charged to holders of ADSs and (iii) our reimbursable expenses
related to the program are not known at this time. In 2018, we received from the depositary a reimbursement of approximately US$0.6 million.
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
PART II.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
See “Item 10. Additional Information” for a description of the rights of securities holders, which remain unchanged.
The following “Use of Proceeds” information relates to:
•
•
the registration statement on Form F-1, as amended (File Number 333-192085) for our initial public offering of 8,993,000 ADSs (reflecting the
full exercise of the over-allotment option by the underwriters to purchase an additional 1,173,000 ADSs), representing 8,993,000 Class A
ordinary shares, which registration statement was declared effective by the SEC on December 10, 2013. Deutsche Bank Securities Inc. and
Goldman Sachs (Asia) L.L.C. acted as the representatives of the underwriters in our initial public offering; and
the registration statement on Form F-1, as amended (File Number 333-199862) for our 2014 Offering of 9,645,659 ADSs (reflecting the partial
exercise of the over-allotment option by the underwriters to purchase an additional 1,145,659 ADSs), representing 9,645,659 Class A ordinary
shares, which registration statement was declared effective by the SEC on November 19, 2014. Deutsche Bank Securities Inc. and Goldman Sachs
(Asia) L.L.C. acted as the representatives of the underwriters in our 2014 Offering.
We incurred expenses and paid to others US$12.8 million for underwriting discounts and commissions in connection with our initial public offering.
We incurred expenses and paid to others US$5.0 million for underwriting discounts and commissions in connection with our 2014 Offering. We received net
proceeds of approximately US$142.6 million and US$97.3 million from our initial public offering and 2014 Offering, respectively.
For the period from December 10, 2013, the date that our registration statement on Form F-1 for our initial public offering was declared effective by the
SEC, to December 31, 2018, we used an aggregate of approximately US$133.8 million of the net proceeds from our initial public offering and the 2014
Offering for payment of establishment of new subsidiaries, investment in joint venture and other strategic investments, payment of dividends, professional
fees, insurance fees, compensation to directors and general corporate purposes.
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We intend to use the remainder of the proceeds from the Offerings for general corporate purposes, including funding potential investments and
acquisitions of complementary businesses, assets and technologies.
ITEM 15. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of
our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report, as required
by Rule 13a-15(b) under the Exchange Act. Based on that evaluation, our management has concluded that, as of December 31, 2018, our disclosure controls
and procedures were effective.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of consolidated financial statements in accordance with U.S. GAAP and includes those policies and procedures that
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of a company’s assets,
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with
generally accepted accounting principles, and that a company’s receipts and expenditures are being made only in accordance with authorizations of a
company’s management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of a company’s assets that could have a material effect on the consolidated financial statements. Our management, with the participation of our
chief executive officer and chief financial officer, conducted an evaluation of the effectiveness of our company’s internal control over financial reporting as
of December 31, 2018 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 Framework). Based on this evaluation, our management concluded that our internal control over financial reporting was
effective as of December 31, 2018.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, any evaluation of
effectiveness as to future periods is subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Attestation Report of the Independent Registered Public Accounting Firm
The effectiveness of our internal control over financial reporting as of December 31, 2018 has been audited by PricewaterhouseCoopers Zhong Tian
LLP, our independent registered public accounting firm, as stated in its report included on page F-2 of this annual report.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2018 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that Mr. Tianruo Pu is our audit committee financial expert, who is an independent director under the standards
set forth in Section 303A of the New York Stock Exchange Listed Company Manual and Rule 10A-3 of the Exchange Act. Mr. Pu is the chairman of our audit
committee.
ITEM 16B. CODE OF ETHICS
Our board of directors has adopted a code of business conduct and ethics that applies to our directors, officers, employees and agents, including certain
provisions that specifically apply to our chairman, chief executive officer, chief financial officer, controller, vice presidents and any other persons who
perform similar functions for us. We filed our code of business conduct and ethics as Exhibit 99.1 to our registration statement on Form F-1, as amended,
which was originally filed with the SEC on November 4, 2013. We subsequently amended the code of business conduct and ethics and filed it as Exhibit 11.1
to our annual report on Form 20-F filed with the SEC on March 31, 2014. We have posted a copy of our code of business conduct and ethics on our website at
http://ir.autohome.com.cn.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by
PricewaterhouseCoopers Zhong Tian LLP, our independent registered public accounting firm, for the periods indicated. We did not pay any other fees to our
independent registered public accounting firm during the periods other than those indicated below.
Audit fees(1)
Tax fees(2)
Other fees(3)
Notes:
For the Year Ended December 31,
2017
2018
(in RMB thousands)
8,646
1,883
—
7,957
—
802
(1)
(2)
(3)
“Audit fees” means the aggregate fees billed for professional services rendered by our independent registered public accounting firm for the audit of
our annual financial statements, the audit of our internal control over financial reporting and the review of our comparative interim financial
information.
“Tax fees” represents the aggregated fees billed for professional services rendered by our independent registered public accounting firm for tax
compliance, tax advice and tax planning.
“Other fees” represents the aggregate fees charged to us for services rendered by our independent registered public accounting firm other than services
reported under “audit fees” and “tax fees.” For the year ended December 31, 2018, such fees were for investment-related financial due diligence.
The policy of our audit committee is to preapprove all audit and non-audit services provided by our independent registered public accounting firm,
including audit services, tax services and other services as described above, other than those for de minimis services which are approved by the audit
committee prior to the completion of the audit. Our audit committee has approved all of our audit fees, tax fees and other fees for the year ended December
31, 2018.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
None.
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ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 16G. CORPORATE GOVERNANCE
Because Yun Chen owns more than 50% of the total voting power of our ordinary shares, we are a “controlled company” under Section 303A of the
New York Stock Exchange Listed Company Manual. We intend to rely on certain exemptions that are available to controlled companies from NYSE
corporate governance requirements, including the requirements:
•
•
•
that the board of directors must have a majority of independent directors;
that the board of directors must have a compensation committee composed entirely of independent directors; and
that the board of directors must have a nominating/corporate governance committee composed entirely of independent directors.
We availed ourselves of these controlled company exemptions. As a result, we did not have a majority of independent directors on our board, and each
of our compensation committee and our nominating and corporate governance committee did not consist entirely of independent directors. See “Item 3. Key
Information—D. Risk Factors—Risks Related to Our Business and Industry—We are a “controlled company” within the meaning of the NYSE corporate
governance requirements, which may result in public investors not having as much protection as they would if we were not a controlled company.”
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 17. FINANCIAL STATEMENTS
We have elected to provide financial statements pursuant to Item 18.
PART III.
ITEM 18. FINANCIAL STATEMENTS
The consolidated financial statements of Autohome Inc. are included at the end of this annual report.
ITEM 19. EXHIBITS
Exhibit
Number
1.1
2.1
2.2
Description of Document
Fourth Amended and Restated Memorandum and Articles of Association of the Registrant, adopted on November 27, 2013 (incorporated herein
by reference to Exhibit 3.2 to the registration statement on Form F-1, as amended (File No. 333-192085), initially filed with the Securities and
Exchange Commission on November 4, 2013)
Registrant’s Specimen American Depositary Receipt (incorporated herein by reference to Exhibit 4.1 to the registration statement on Form F-1,
as amended (File No. 333-192085), initially filed with the Securities and Exchange Commission on November 4, 2013)
Registrant’s Specimen Certificate for Ordinary Shares (incorporated herein by reference to Exhibit 4.2 to the registration statement on Form F-1,
as amended (File No. 333-192085), initially filed with the Securities and Exchange Commission on November 4, 2013)
126
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Exhibit
Number
2.3
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
Description of Document
Deposit Agreement among the Registrant, the depositary and holders of the American Depositary Receipts dated as of December 10, 2013
(incorporated herein by reference to Exhibit 4.3 to the registration statement on Form S-8 (File No. 333-196006), filed with the Securities and
Exchange Commission on May 16, 2014)
2011 Share Incentive Plan of the Registrant (incorporated herein by reference to Exhibit 10.1 to the registration statement on Form F-1, as
amended (File No. 333-192085), initially filed with the Securities and Exchange Commission on November 4, 2013)
2013 Share Incentive Plan of the Registrant (incorporated herein by reference to Exhibit 10.2 to the registration statement on Form F-1, as
amended (File No. 333-192085), initially filed with the Securities and Exchange Commission on November 4, 2013)
Form of Indemnification Agreement between the Registrant and its directors and officers (incorporated herein by reference to Exhibit 10.3 to the
registration statement on Form F-1, as amended (File No. 333-192085), initially filed with the Securities and Exchange Commission on
November 4, 2013)
English translation of Form of Employment Agreement between a subsidiary of the Registrant and an executive officer of the Registrant
(incorporated herein by reference to Exhibit 10.4 to the registration statement on Form F-1, as amended (File No. 333-192085), initially filed
with the Securities and Exchange Commission on November 4, 2013)
English translation of the Executed Form of the Equity Interest Purchase Agreement among Xiang Li, Zheng Fan, Zhi Qin as sellers and Min Lu,
Haiyun Lei as buyers and Autohome Information as the target company dated March 25, 2017 (incorporated by reference to Exhibit 4.5 to our
annual report on Form 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Equity Interest Purchase Agreement among Xiang Li, Zheng Fan, Zhi Qin as sellers and Min Lu,
Haiyun Lei as buyers and Shanghai Advertising as target company dated March 25, 2017 (incorporated by reference to Exhibit 4.6 to our
annual report on Form 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Equity Interest Purchase Agreement among Zheng Fan, Zhi Qin as sellers and Min Lu, Haiyun
Lei as buyers and Shengtuo Hongyuan as the target company dated September 30, 2016 (incorporated by reference to Exhibit 4.8 to our annual
report on Form 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Debt Transfer and Offset Agreement among Autohome WFOE as creditor, Xiang Li, Zheng Fan,
Zhi Qin as transferors, and Min Lu, Haiyun Lei as transferees dated March 25, 2017 (incorporated by reference to Exhibit 4.9 to our annual
report on Form 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
English translation of the Executed Form of Debt Transfer and Offset Agreement among Autohome WFOE as creditor, Xiang Li, Zheng Fan, Zhi
Qin as transferors, and Min Lu, Haiyun Lei as transferees dated March 25, 2017 (incorporated by reference to Exhibit 4.10 to our annual report
on Form 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
127
Table of Contents
Exhibit
Number
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19
Description of Document
English translation of the Executed Form of the Debt Transfer and Offset Agreement among Chezhiying WFOE as creditor, Zheng Fan, Zhi Qin
as transferors, and Min Lu, Haiyun Lei as transferees dated September 30, 2016 (incorporated by reference to Exhibit 4.12 to our annual report on
Form 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Exclusive Technology Consulting and Service Agreement between Autohome WFOE and
Autohome Information dated March 25, 2017 (incorporated by reference to Exhibit 4.13 to our annual report on Form 20-F (File No. 001-36222),
filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Exclusive Technology Consulting and Service Agreement between Autohome WFOE and
Shanghai Advertising dated March 25, 2017 (incorporated by reference to Exhibit 4.14 to our annual report on Form 20-F (File No. 001-36222),
filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Exclusive Technology Consulting and Service Agreement between Chezhiying WFOE and
Shengtuo Hongyuan dated September 30, 2016 (incorporated by reference to Exhibit 4.16 to our annual report on Form 20-F (File
No. 001-36222), filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Exclusive Technology Consulting and Service Agreement between Autohome WFOE and
Autohome Advertising dated September 30, 2016 (incorporated by reference to Exhibit 4.17 to our annual report on Form 20-F (File
No. 001-36222), filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Exclusive Technology Consulting and Service Agreement between Autohome WFOE and
Chengshi Advertising dated September 30, 2016 (incorporated by reference to Exhibit 4.18 to our annual report on Form 20-F (File
No. 001-36222), filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Exclusive Technology Consulting and Service Agreement between Chezhiying WFOE and
Autohome Used Car Appraisal dated September 30, 2016 (incorporated by reference to Exhibit 4.19 to our annual report on Form 20-F (File
No. 001-36222), filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Exclusive Technology Consulting and Service Agreement between Chezhiying WFOE and
Autohome Used Car Brokerage dated September 30, 2016 (incorporated by reference to Exhibit 4.20 to our annual report on Form 20-F (File
No. 001-36222), filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Loan Agreement between Autohome WFOE and Min Lu dated March 25, 2017 (incorporated by
reference to Exhibit 4.21 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Loan Agreement between Autohome WFOE and Haiyun Lei dated March 25, 2017
(incorporated by reference to Exhibit 4.22 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
128
Table of Contents
Exhibit
Number
4.20
4.21
4.22
4.23
4.24
4.25
4.26
4.27
4.28
Description of Document
English translation of the Executed Form of the Loan Agreement between Autohome WFOE and Min Lu dated March 25, 2017 (incorporated by
reference to Exhibit 4.23 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Loan Agreement between Autohome WFOE and Haiyun Lei dated March 25, 2017
(incorporated by reference to Exhibit 4.24 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Loan Agreement between Chezhiying WFOE and Min Lu dated September 30, 2016
(incorporated by reference to Exhibit 4.27 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Loan Agreement between Chezhiying WFOE and Haiyun Lei dated September 30, 2016
(incorporated by reference to Exhibit 4.28 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Equity Option Agreement among Autohome WFOE, Autohome Information and Min Lu dated
March 25, 2017 (incorporated by reference to Exhibit 4.29 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on
April 25, 2017)
English translation of the Executed Form of the Equity Option Agreement among Autohome WFOE, Autohome Information and Haiyun Lei
dated March 25, 2017 (incorporated by reference to Exhibit 4.30 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on
April 25, 2017)
English translation of the Executed Form of the Equity Option Agreement among Autohome WFOE, Shanghai Advertising and Min Lu dated
March 25, 2017 (incorporated by reference to Exhibit 4.31 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on
April 25, 2017)
English translation of the Executed Form of the Equity Option Agreement among Autohome WFOE, Shanghai Advertising and Haiyun Lei dated
March 25, 2017 (incorporated by reference to Exhibit 4.32 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on
April 25, 2017)
English translation of the Executed Form of the Equity Option Agreement among Chezhiying WFOE, Shengtuo Hongyuan and Min Lu dated
September 30, 2016 (incorporated by reference to Exhibit 4.35 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on
April 25, 2017)
129
Table of Contents
Exhibit
Number
4.29
4.30
4.31
4.32
4.33
4.34
4.35
4.36
4.37
4.38
4.39
Description of Document
English translation of the Executed Form of Equity Option Agreement among Chezhiying WFOE, Shengtuo Hongyuan and Haiyun Lei dated
September 30, 2016 (incorporated by reference to Exhibit 4.36 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on
April 25, 2017)
English translation of the Executed Form of the Equity Option Agreement among Autohome WFOE, Autohome Information and Autohome
Advertising dated September 30, 2016 (incorporated by reference to Exhibit 4.37 to our annual report on Form 20-F (File No. 001-36222), filed
with the SEC on April 25, 2017)
English translation of the Executed Form of the Equity Option Agreement among Autohome WFOE, Autohome Information and Chengshi
Advertising dated September 30, 2016 (incorporated by reference to Exhibit 4.38 to our annual report on Form 20-F (File No. 001-36222), filed
with the SEC on April 25, 2017)
English translation of the Executed Form of the Equity Option Agreement among Chezhiying WFOE, Shengtuo Hongyuan and Autohome Used
Car Appraisal dated September 30, 2016 (incorporated by reference to Exhibit 4.39 to our annual report on Form 20-F (File No. 001-36222), filed
with the SEC on April 25, 2017)
English translation of the Executed Form of the Equity Option Agreement among Chezhiying WFOE, Shengtuo Hongyuan and Autohome Used
Car Brokerage dated September 30, 2016 (incorporated by reference to Exhibit 4.40 to our annual report on Form 20-F (File No. 001-36222),
filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Equity Interest Pledge Agreement between Autohome WFOE and Min Lu dated March 25, 2017
(incorporated by reference to Exhibit 4.41 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Equity Interest Pledge Agreement between Autohome WFOE and Haiyun Lei dated March 25,
2017 (incorporated by reference to Exhibit 4.42 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Equity Interest Pledge Agreement between Autohome WFOE and Min Lu dated March 25, 2017
(incorporated by reference to Exhibit 4.43 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Equity Interest Pledge Agreement between Autohome WFOE and Haiyun Lei dated March 25,
2017 (incorporated by reference to Exhibit 4.44 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Equity Interest Pledge Agreement between Chezhiying WFOE and Min Lu dated September 30,
2016 (incorporated by reference to Exhibit 4.47 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Equity Interest Pledge Agreement between Chezhiying WFOE and Haiyun Lei dated
September 30, 2016 (incorporated by reference to Exhibit 4.48 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on
April 25, 2017)
130
Table of Contents
Exhibit
Number
4.40
4.41
4.42
4.43
4.44
4.45
4.46
4.47
4.48
4.49
4.50
4.51
Description of Document
English translation of the Executed Form of the Equity Interest Pledge Agreement between Autohome WFOE and Autohome Information dated
September 30, 2016 (incorporated by reference to Exhibit 4.49 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on
April 25, 2017)
English translation of the Executed Form of the Equity Interest Pledge Agreement between Autohome WFOE and Autohome Information dated
September 30, 2016 (incorporated by reference to Exhibit 4.50 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on
April 25, 2017)
English translation of the Executed Form of the Equity Interest Pledge Agreement between Chezhiying WFOE and Shengtuo Hongyuan dated
September 30, 2016 (incorporated by reference to Exhibit 4.51 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on
April 25, 2017)
English translation of the Executed Form of the Equity Interest Pledge Agreement between Chezhiying WFOE and Shengtuo Hongyuan dated
September 30, 2016 (incorporated by reference to Exhibit 4.52 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on
April 25, 2017)
English translation of the Executed Form of the Power of Attorney by Min Lu dated March 25, 2017 (incorporated by reference to Exhibit 4.53
to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Power of Attorney by Haiyun Lei dated March 25, 2017 (incorporated by reference to
Exhibit 4.54 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Power of Attorney by Min Lu dated March 25, 2017 (incorporated by reference to Exhibit 4.55
to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Power of Attorney by Haiyun Lei dated March 25, 2017 (incorporated by reference to
Exhibit 4.56 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Power of Attorney by Min Lu dated September 30, 2016 (incorporated by reference to
Exhibit 4.59 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Power of Attorney by Haiyun Lei dated September 30, 2016 (incorporated by reference to
Exhibit 4.60 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Power of Attorney by Autohome Information dated September 30, 2016 (incorporated by
reference to Exhibit 4.61 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Power of Attorney by Autohome Information dated September 30, 2016 (incorporated by
reference to Exhibit 4.62 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
131
Table of Contents
Exhibit
Number
Description of Document
4.52
4.53
4.54
4.55
4.56
4.57
4.58
4.59*
8.1*
11.1
12.1*
12.2*
13.1**
13.2**
15.1*
15.2*
English translation of the Executed Form of the Power of Attorney by Shengtuo Hongyuan dated September 30, 2016 (incorporated by
reference to Exhibit 4.63 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
English translation of the Executed Form of the Power of Attorney by Shengtuo Hongyuan dated September 30, 2016 (incorporated by
reference to Exhibit 4.64 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
Amended and Restated 2016 Share Incentive Plan of the Registrant, as amended on April 20, 2017 (incorporated by reference to Exhibit
4.65 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
2016 Share Incentive Plan II (as amended by Amendment No 1 to the 2016 Share Incentive Plan II) of the Registrant (incorporated by
reference to Exhibit 4.66 to our annual report on For 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
Investor’s Rights Agreement by and among the Registrant and Yun Chen Capital Cayman dated September 30, 2016 (incorporated by
reference to Exhibit 4.67 to our annual report on Form 20-F (File No. 001-36222), filed with the SEC on April 25, 2017)
English translation of termination agreement entered into among Autohome WFOE, Guangzhou Advertising and each of Guangzhou
Advertising’s shareholders (incorporated by reference to Exhibit 4.68 to our annual report on Form 20-F (File No. 001-36222), filed with the
SEC on April 13, 2018)
English translation of termination agreement entered into among Autohome WFOE, Shanghai Advertising and each of Shanghai
Advertising’s shareholders (incorporated by reference to Exhibit 4.69 to our annual report on Form 20-F (File No. 001-36222), filed with the
SEC on April 13, 2018)
Investment Agreement relating to US$100 Million 8.0% Convertible Bond and other Convertible Bonds issued by TTP Car Inc. between the
Registrant and TTP Car Inc. dated June 6, 2018
List of Principal Subsidiaries and VIEs
Amended and Restated Code of Business Conduct and Ethics of the Registrant (incorporated herein by reference to Exhibit 11.1 to the Form
20-F (File No. 001-36222), filed with the Securities and Exchange Commission on March 31, 2014)
Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification by Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification by Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Consent of PricewaterhouseCoopers Zhong Tian LLP, independent registered public accounting firm
Consent of Commerce & Finance Law Offices
101.INS*
XBRL Instance Document
101.SCH*
XBRL Taxonomy Extension Schema Document
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
132
Table of Contents
Exhibit
Number
Description of Document
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
*
**
Filed with this annual report on Form 20-F.
Furnished with this annual report on Form 20-F.
133
Table of Contents
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to
sign this annual report on its behalf.
AUTOHOME INC.
By: /s/ Min Lu
Name: Min Lu
Title:
Chairman of the Board and Chief Executive
Officer
Date: April 12, 2019
134
Table of Contents
AUTOHOME INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of independent registered public accounting firm
Consolidated balance sheets as of December 31, 2017 and 2018
Consolidated statements of comprehensive income for the years ended December 31, 2016, 2017 and 2018
Consolidated statements of cash flows for the years ended December 31, 2016, 2017 and 2018
Consolidated statements of changes in shareholders’ equity for the years ended December 31, 2016, 2017 and 2018
Notes to the consolidated financial statements
F-1
Page
F-2-F-3
F-4-F-5
F-6
F-7
F-8
F-9-F-42
Table of Contents
To the Shareholders and Board of Directors of Autohome Inc.
Report of Independent Registered Public Accounting Firm
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Autohome Inc. and its subsidiaries (the “Company”) as of December 31, 2018 and 2017,
and the related consolidated statements of comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period
ended December 31, 2018, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the
Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of
December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018 in
conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework
(2013) issued by the COSO.
Change in Accounting Principles
As discussed in Note 2 and Note 14 to the consolidated financial statements, the Company changed the manner in which it accounts for revenue from
contracts with customers and the related cost of revenues in 2018.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting,
and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over
Financial Reporting appearing under Item 15 of the Form 20-F. Our responsibility is to express opinions on the Company’s consolidated financial statements
and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal
control over financial reporting was maintained in all material respects.
F-2
Table of Contents
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal
control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing
such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control
over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers Zhong Tian LLP
Beijing, the People’s Republic of China
April 12, 2019
We have served as the Company’s auditor since 2016.
F-3
Table of Contents
AUTOHOME INC.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2017 AND 2018
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data)
Note
2017
RMB
2018
RMB
US$
ASSETS
Current assets:
Cash and cash equivalents
Short-term investments
Accounts receivable (net of allowance for doubtful accounts of RMB1,408 and RMB3,589 (US$522) as of
December 31, 2017 and 2018, respectively)
Amounts due from related parties, current
Prepaid expenses and other current assets
Total current assets
Non-current assets:
Restricted cash
Property and equipment, net
Intangible assets, net
Goodwill
Long-term investments
Amounts due from related parties, non-current
Deferred tax assets
Other non-current assets
Total non-current assets
Total assets
LIABILITIES AND EQUITY
Current liabilities:
Accrued expenses and other payables
Advance from customers
Deferred revenue
Income tax payable
Amounts due to related parties
Dividend payable
Total current liabilities (including current liabilities of consolidated VIEs without recourse to Autohome
WFOE or Chezhiying WFOE of RMB259,986 and RMB276,569 (US$40,225) as of December 31, 2017 and
2018, respectively)
Non-current liabilities:
Other liabilities
Deferred tax liabilities
Total non-current liabilities (including non-current liabilities of consolidated VIEs without recourse to
Autohome WFOE or Chezhiying WFOE of RMB32,718 and RMB27,015 (US$3,929) as of December 31,
2017 and 2018, respectively)
Total liabilities (including total liabilities of consolidated VIEs without recourse to Autohome WFOE or
Chezhiying WFOE of RMB292,704 and RMB303,584 (US$44,154) as of December 31, 2017 and 2018,
respectively)
Commitments and contingencies
30,830
3 7,242,636 9,849,488 1,432,549
211,970
911,588
4 1,893,737 2,795,835 406,637
4,952
12
36,358
5
10,258,586 13,141,317 1,911,326
34,047
249,977
24,502
186,123
7
8
9
12
6
10
—
130,322
50,923
5,000
170,198
39,404
727
24,754
5,731
1,504,278 1,504,278 218,788
10,323
297
13,116
732,805 106,582
2,036,389 2,614,884 380,318
12,294,975 15,756,201 2,291,644
147,929
10,956
174,620
17,361
70,979
2,041
90,179
70,454
11 1,658,934 2,439,948 354,875
10,911
1,409,485 1,510,726 219,726
17,338
2,890
—
119,210
19,868
—
144,379
10,285
595,779
75,017
12
3,889,316 4,164,769 605,740
6
6
32,122
438,251
24,068
455,921
3,501
66,311
470,373
479,989
69,812
4,359,689 4,644,758 675,552
13
The accompanying notes are an integral part of these consolidated financial statements
F-4
Table of Contents
AUTOHOME INC.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2017 AND 2018
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data)
Note
2017
RMB
2018
RMB
US$
Shareholders’ equity:
Ordinary shares (par value of US$0.01 per share; 100,000,000,000 (including 99,931,211,060 Class A and
68,788,940 Class B) shares authorized; 117,140,856 and 118,056,345 shares issued and outstanding, all
comprised of Class A, as of December 31, 2017 and 2018, respectively)
Additional paid-in capital
Accumulated other comprehensive income
Retained earnings
Total Autohome Inc. shareholders’ equity
Noncontrolling interests
Total equity
Total liabilities and equity
15
7,909
7,969
69,954
128,375
1,159
3,246,475 3,500,620 509,144
18,671
4,627,299 7,498,314 1,090,585
7,951,637 11,135,278 1,619,559
(3,467)
7,935,286 11,111,443 1,616,092
12,294,975 15,756,201 2,291,644
(23,835)
(16,351)
The accompanying notes are an integral part of these consolidated financial statements
F-5
Table of Contents
AUTOHOME INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data)
Net revenues:
Media services
Leads generation services
Online marketplace and others
Total net revenues (including related party transactions of RMB27,002, RMB22,939 and RMB473,590
(US$68,881) for the years ended December 31, 2016, 2017 and 2018, respectively)
Cost of revenues (including related party transactions of RMB7,133, RMB13,418 and RMB24,771
(US$3,603) for the years ended December 31, 2016, 2017 and 2018, respectively)
Gross profit
Operating expenses:
Sales and marketing expenses
General and administrative expenses (including provision for doubtful accounts of RMB2,303,
RMB1,110 and RMB2,215 (US$322) for the years ended December 31, 2016, 2017 and 2018,
respectively)
Product development expenses
Total Operating expenses (including related party transactions of RMB19,064, RMB44,446 and
RMB74,302 (US$10,806) for the years ended December 31, 2016, 2017 and 2018, respectively)
Other income, net
Operating profit
Interest income (including related party transactions of RMB3,564, RMB35,049 and RMB50,968
(US$7,413) for the years ended December 31, 2016, 2017 and 2018, respectively)
(Loss)/earnings from equity method investments
Fair value change of other non-current assets
Income before income taxes
Income tax expense
Net income
Net loss attributable to noncontrolling interests
Net income attributable to Autohome Inc.
Earnings per share for ordinary shares:
Basic
Diluted
Weighted average number of shares used to compute earnings per share attributable to Class A
and Class B common stockholders:
Basic
Diluted
Net income
Other comprehensive income/(loss), net of tax of nil
Foreign currency translation adjustments
Comprehensive income
Comprehensive loss attributable to noncontrolling interests
Comprehensive income attributable to Autohome Inc.
Note
2016
RMB
2017
RMB
2018
RMB
US$
2,337,196 3,065,832 3,508,254
1,916,309 2,615,998 2,870,996
853,901
528,351
1,708,116
510,254
417,569
124,195
5,961,621 6,210,181 7,233,151
1,052,018
14
(820,288)
(1,358,685)
(2,393,165)
3,568,456 4,851,496 6,412,863
(119,306)
932,712
(1,536,939)
(1,647,519)
(2,435,236)
(354,190)
(306,794)
(571,354)
(281,951)
(878,773)
(314,846)
(1,135,247)
(45,792)
(165,115)
(2,415,087)
13,953
(3,885,329)
341,391
1,167,322 2,051,830 2,868,925
(2,808,243)
8,577
88,168
(6,638)
—
220,282
(10,571)
—
358,811
24,702
(11,017)
1,248,852 2,261,541 3,241,421
(377,890)
(267,082)
1,216,223 1,994,459 2,863,531
7,484
1,227,914 2,001,619 2,871,015
(32,629)
11,691
7,160
6
(565,097)
49,653
417,268
52,187
3,593
(1,602)
471,446
(54,962)
416,484
1,089
417,573
17
17
10.75
10.58
17.20
16.95
24.40
24.08
3.55
3.50
17 114,237,600 116,379,846 117,671,971 117,671,971
17 116,036,327 118,058,856 119,235,379 119,235,379
416,484
1,216,223 1,994,459 2,863,531
62,256
58,421
(55,055)
1,278,479 1,939,404 2,921,952
8,497
424,981
11,691
7,160
7,484
1,089
1,290,170 1,946,564 2,929,436
426,070
The accompanying notes are an integral part of these consolidated financial statements
F-6
Table of Contents
AUTOHOME INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
Adjustments to reconcile net income to net cash from operating activities:
Depreciation of property and equipment
Amortization of intangible assets
Loss on disposal of property and equipment
Provision for doubtful accounts
(Earnings)/loss from equity method investments
Fair value change of short-term investments
Write-down of inventories and prepayment for vehicle purchase cost
Fair value change of other non-current assets
Interest income of convertible bond
Share-based compensation
Deferred income taxes
Changes in operating assets and liabilities:
Accounts receivable
Amounts due from related parties, current
Prepaid expenses and other current assets
Inventories
Amounts due from related parties, non-current
Other non-current assets
Accrued expenses and other payables
Advance from customers
Notes payable
Deferred revenue
Income tax payable
Amounts due to related parties
Other liabilities
Net cash generated from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment
Proceeds from disposal of property and equipment
Acquisition of intangible assets
Purchase of long-term investments
Purchase of convertible bond
Proceeds from disposal of long-term investments
Purchase of short-term investments
Maturity of short-term investments
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of share options
Payment of dividends
Capital injection from noncontrolling interests shareholder
Net cash generated from/(used in) financing activities
Effect of exchange rate changes on cash and cash equivalents and restricted cash
Net increase/(decrease) in cash and cash equivalents and restricted cash
Cash and cash equivalents and restricted cash at beginning of year
Cash and cash equivalents and restricted cash at end of year
Supplemental disclosures of cash flow information:
Income taxes paid
Purchase of fixed assets included in accrued expenses and other payables
Dividends declared but not paid
2016
RMB
2017
RMB
2018
RMB
US$
1,216,223 1,994,459 2,863,531
416,484
65,246
4,558
227
2,303
6,638
(5,883)
50,190
—
—
195,393
(103,800)
81,915
6,923
2,909
1,110
10,571
(29,042)
1,483
—
—
177,786
12,279
90,270
11,623
789
2,215
(24,702)
(29,730)
—
11,017
(36,172)
202,325
102,111
(132,771)
(18,806)
(77,587)
4,418
(809)
(12,090)
308,861
48,668
(143,880)
139,656
31,802
(6,814)
2,381
(904,313)
(9,545)
(62,813)
—
8,915
(3,580)
807,333
4,563
—
101,241
(25,169)
9,583
(8,054)
1,574,124 2,463,699 3,111,438
(688,923)
(4,051)
191,348
94,134
(10,147)
16,386
425,306
(5,428)
(31,063)
397,342
(172,398)
(6,345)
(2,855)
13,129
1,690
115
322
(3,593)
(4,324)
—
1,602
(5,261)
29,427
14,851
(131,527)
(1,388)
(9,135)
—
1,297
(521)
117,421
664
—
14,726
(3,661)
1,394
(1,171)
452,541
(86,422)
811
(21,100)
(30,000)
—
57,500
(88,837)
539
—
(17,000)
—
—
(16,551)
97
(15)
—
(93,593)
7,490
(4,212,594) (19,613,774) (54,532,940) (7,931,487)
3,802,986 14,779,158 51,936,932 7,553,913
(480,146)
(113,796)
665
(104)
—
(643,496)
51,500
(514,906) (4,913,827) (3,301,239)
25,420
—
2,500
27,920
2,354
61,070
—
—
61,070
(2,584)
1,089,492 (2,391,642)
2,213,738 3,303,230
911,588
3,303,230
51,811
(595,779)
—
(543,968)
39,151
(694,618)
911,588
216,970
7,537
(86,653)
—
(79,116)
5,693
(101,028)
132,585
31,557
102,443
12,200
—
430,136
6,303
595,779
362,835
27,132
—
52,772
3,946
—
The accompanying notes are an integral part of these consolidated financial statements
F-7
Table of Contents
AUTOHOME INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data)
Balance as of December 31, 2015
Net income / (loss)
Other comprehensive income:
Foreign currency translation adjustments
Capital injection from noncontrolling interests
shareholder
Exercise and vesting of share-based awards
Share-based compensation
Balance as of December 31, 2016
Net income / (loss)
Other comprehensive income:
Ordinary shares
Shares
Number
113,054,570
—
Amount
RMB
7,635
—
Additional
capital
paid-in
RMB
2,787,103
—
Accumulated
other
comprehensive
income
RMB
62,753
—
Retained
Earnings
RMB
1,993,545
1,227,914
Noncontrolling
interests
RMB
—
(11,691)
Total
Equity
RMB
4,851,036
1,216,223
—
—
—
62,256
—
—
62,256
—
2,242,654
—
115,297,224
—
—
149
—
7,784
—
—
23,656
195,393
3,006,152
—
—
—
—
125,009
—
—
—
—
3,221,459
2,001,619
2,500
—
—
(9,191)
(7,160)
2,500
23,805
195,393
6,351,213
1,994,459
Foreign currency translation adjustments
—
—
—
(55,055)
—
—
(55,055)
Dividends declared (RMB5.08 per Class A
ordinary share; RMB595,779 to Class A
ordinary shareholders)
Exercise and vesting of share-based awards
Share-based compensation
Balance as of December 31, 2017
Net income / (loss)
Other comprehensive income:
Foreign currency translation adjustments
Exercise and vesting of share-based awards
Share-based compensation
Balance as of December 31, 2018
—
1,843,632
—
117,140,856
—
—
125
—
7,909
—
—
62,537
177,786
3,246,475
—
—
—
—
69,954
—
(595,779)
—
—
4,627,299
2,871,015
—
915,489
—
118,056,345
—
60
—
7,969
—
51,820
202,325
3,500,620
58,421
—
—
128,375
—
—
—
7,498,314
—
—
—
(16,351)
(7,484)
(595,779)
62,662
177,786
7,935,286
2,863,531
—
—
—
(23,835)
58,421
51,880
202,325
11,111,443
Balance as of December 31, 2018, in US$
1,159
509,144
18,671
1,090,585
(3,467)
1,616,092
The accompanying notes are an integral part of these consolidated financial statements
F-8
Table of Contents
AUTOHOME INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data)
1.
ORGANIZATION
Autohome Inc., formerly known as Sequel Limited (the “Company”), was incorporated under the laws of the Cayman Islands on June 23, 2008. Upon
incorporation, the Company was 100% owned by Telstra Holdings Pty Ltd. (“Telstra”). On June 27, 2008 (the “Acquisition date”), the Company acquired
Cheerbright International Holdings Limited (“Cheerbright”), China Topside Co., Ltd. (“China Topside”), and Norstar Advertising Media Holdings Co., Ltd.
(“Norstar”), and their respective wholly foreign-owned enterprises and variable interest entities (“VIEs”). Subsequent to the acquisition, the Company was
owned 55% by Telstra, and 45% by the selling shareholders of Cheerbright, China Topside and Norstar. In May 2012, Telstra acquired additional ordinary
shares of the Company from other shareholders. In June 2016, Telstra completed the sale of approximately 47.4% of the then total issued shares in the
Company to Ping An Insurance (Group) Company of China Ltd. (“Ping An”) and on February 22, 2017, Ping An further acquired from Telstra approximately
6.5% of the then total issued shares in the Company. After the consummation of the sale, Ping An became the Company’s controlling shareholder.
The Company successfully completed its IPO and listing of 8,993,000 American Depositary Shares (“ADSs”) on the New York Stock Exchange in December,
2013, and raised net proceeds of US$142,590 from the offering. Each ADS represents one ordinary share. Upon the completion of IPO in December, 2013, the
Company’s dual-class ordinary share structure came into effect (Note 15). Upon the completion of follow-on offering in November 2014, 2,424,801 ADSs
were issued by the Company and 6,964,612 Class B ordinary shares were converted into Class A ordinary shares. The net proceeds from the follow-on
offering amounted to US$97,344 net of issuance cost. Upon the transfer of 47.4% share ownership by Telstra to Ping An in June 2016, all the Class B
ordinary shares were converted into Class A ordinary shares. As of December 31, 2018, the Company had ordinary shares outstanding, all comprised of
118,056,345 Class A ordinary shares. Ping An became the Company’s controlling shareholder holding 52.4% of the total equity interest and voting rights,
respectively in the Company as of December 31, 2018.
The Company, through its subsidiaries and VIEs (as disclosed in the table below), is engaged in the provision of media services, leads generation services and
online marketplace and others in the People’s Republic of China (the “PRC”).
As of December 31, 2018, the Company’s principal subsidiaries and VIEs where Autohome WFOE and Chezhiying WFOE are the primary beneficiaries
include the following entities:
Entity
Subsidiaries
Cheerbright International Holdings, Limited
(“Cheerbright”)
Autohome E-commerce Inc.
Autohome Link Inc.
Autohome Financing Limited
March 23, 2015
Autohome (Hong Kong) Limited (“Autohome HK”) March 16, 2012
Autohome Media Limited (“Autohome Media”,
formerly known as Prbrownies Marketing
Limited)
June 13, 2006
February 6, 2015
January 29, 2015
Date of
incorporation or
acquisition
Place of incorporation
Percentage of
direct
ownership by
the Company
British Virgin Islands
Cayman Islands
Cayman Islands
Cayman Islands
Hong Kong
100%
100%
100%
100%
100%
Autohome E-commerce Hong Kong Limited
Autohome Link Hong Kong Limited
Autohome Financing Hong Kong Limited
Beijing Cheerbright Technologies Co., Ltd.
(“Autohome WFOE”)
Autohome Shanghai Advertising Co., Ltd.
Beijing Prbrownies Software Co., Ltd. (formerly
October 18, 2013
February 18, 2015
February 16, 2015
April 15, 2015
September 1, 2006
September 29, 2013
Hong Kong
Hong Kong
Hong Kong
Hong Kong
PRC
PRC
known as “Beijing Autohome Software Co., Ltd.”) November 12, 2013
PRC
F-9
100%
100%
100%
100%
100%
100%
100%
Table of Contents
1.
ORGANIZATION (CONTINUED)
Entity
Beijing Autohome Technologies Co., Ltd.
Beijing Autohome Advertising Co., Ltd.
Guangzhou Autohome Advertising Co., Ltd.
Autohome (Tianjin) Automobile Sales Co., Ltd.
Beijing Chezhiying Technology Co., Ltd.
Date of
incorporation or
acquisition
November 12, 2013
November 13, 2013
November 25, 2013
October 20, 2014
Place of incorporation
PRC
PRC
PRC
PRC
Percentage of
direct
ownership by
the Company
100%
100%
100%
100%
(“Chezhiying WFOE”)
May 26, 2015
Beijing Chezhiying Software Co., Ltd. (“Chezhiying
Software”)
Beijing Kemoshijie Technology Co., Ltd.
Beijing Haochezhijia E-commerce Co., Ltd.
Huai’an Prbrownies Software Co., Ltd.
Chengdu Prbrownies Software Co., Ltd.
Guangzhou Chezhihuitong Advertising Co., Ltd.
Hainan Chezhiyitong Information Technology Co.,
Ltd.
Tianjin Autohome Data Information Technology
Co., Ltd.
Autohome Zhejiang Advertising Co., Ltd.
VIEs
Beijing Autohome Information Technology Co.,
Ltd. (“Autohome Information”)
Beijing Shengtuo Autohome Advertising Co., Ltd.
Beijing Shengtuo Hongyuan Information
Technology Co., Ltd. (“Shengtuo Hongyuan”)
Beijing Shengtuo Chengshi Advertising Co., Ltd.
Shanghai You Che You Jia Advertising Co., Ltd.
(“Shanghai Advertising”)
Beijing Autohome Used Car Appraisal Co., Ltd.
Beijing Autohome Used Car Brokerage Co., Ltd.
Shanghai Tianhe Insurance Brokerage Co., Ltd.
December 9, 2015
September 11, 2015
April 25, 2016
September 13, 2016
September 30, 2016
August 20, 2018
August 20, 2018
October 15, 2018
December 19, 2018
August 28, 2006
September 21, 2010
November 8, 2010
November 12, 2010
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
December 31, 2011
January 30, 2015
June 10, 2015
September 21, 2017
PRC
PRC
PRC
PRC
100%
100%
100%
75%
100%
100%
100%
100%
100%
100%
—
—
—
—
—
—
—
—
The Company, its subsidiaries and VIEs are hereinafter collectively referred to as the “Group”. The Group provides media services, leads generation services
and online marketplace and others through its websites and mobile applications. These services are offered to automakers and dealers, and advertising
agencies that represent automakers and dealers in the automobile industry, and financial institutions. The Group’s principal geographic market is in the PRC.
The Company does not conduct any substantive operations of its own but conducts its primary business operations through its wholly-owned subsidiaries
and VIEs in the PRC.
F-10
Table of Contents
1.
ORGANIZATION (CONTINUED)
PRC laws and regulations prohibit or restrict foreign ownership of internet content businesses. To comply with these foreign ownership restrictions, the
Company and its subsidiaries operate websites and mobile applications and conduct its business related to internet content services through VIEs. The
paid-in capital of the VIEs was funded by the Company’s PRC subsidiaries, Autohome WFOE and Chezhiying WFOE, through loans extended to the VIEs’
shareholders (“Nominee Shareholders”). The effective control of the VIEs is held by WFOEs, through a series of contractual agreements (the “Contractual
Agreements”). As a result of the Contractual Agreements, the WFOEs maintain the ability to control the VIEs, are entitled to substantially all of the economic
benefits from the VIEs and are obligated to absorb all of the VIE’s expected losses.
In September 2016 and March 2017, the then individual nominee shareholders of Shengtuo Hongyuan, Autohome Information and Shanghai Advertising,
entered into Equity Interest Purchase Agreements and Debt Transfer and Offset Agreements with Min Lu and Haiyun Lei, pursuant to which the then
individual nominee shareholders transferred all of their equity interest in each of the entities to Min Lu and Haiyun Lei. In September 2016 and in March
2017, each of Chezhiying WFOE and Autohome WFOE, and each of Shengtuo Hongyuan and its two subsidiaries, Autohome Information and its two
subsidiaries and Shanghai Advertising, and each of Min Lu and Haiyun Lei, as the individual nominee shareholder of VIEs, entered into contractual
agreements.
Despite the lack of technical majority ownership, there exists a parent-subsidiary relationship between the Company and the VIEs through the irrevocable
power of attorney agreement, whereby the Nominee Shareholders effectively assigned all of their voting rights underlying their equity interest in the VIEs to
the WFOEs. In addition, through the Contractual Agreements the Company demonstrates its ability and intention to continue to exercise the ability to absorb
substantially all of the expected losses and majority of the profits of the VIEs through the WFOEs.
Thus, the Company is also considered the primary beneficiary of the VIEs through the WFOEs. As a result of the above, the Company consolidates the VIEs
in accordance with SEC Regulation SX-3A-02 and Accounting Standards Codification (“ASC”) 810-10 (“ASC 810-10”) Consolidation: Overall.
The following is a summary of the Contractual Agreements:
Exclusive technical consulting and service agreements
Pursuant to the exclusive technical consulting and service agreements that have been entered into by the WFOEs and the VIEs, the VIEs have engaged the
WFOEs as their exclusive provider of technical support and management consulting services. In addition, the WFOEs shall provide the necessary financial
support to the VIEs whether or not the VIEs incur any losses, and not request for repayment if the VIEs are unable to do so. The VIEs shall pay to the WFOEs
service fees calculated based on such VIE’s revenues reduced by its value-added taxes and surcharges, operating expenses and an appropriate amount of
retained profit that is determined pursuant to the Group’s tax planning strategies and relevant tax laws. The service fees can be adjusted by the WFOEs
unilaterally. The WFOEs shall exclusively own any intellectual property arising from the performance of this agreement. This agreement has a 30 year term
that can be automatically extended for another 10 years at the option of the WFOEs. The agreement can only be terminated mutually by the parties in writing.
During the term of the agreement, the VIEs may not enter into any agreement with third parties for the provision of any technical or management consulting
services without prior consent of the WFOEs.
Loan agreement
Pursuant to the loan agreements between the Nominee Shareholders of the VIEs and the WFOEs, the WFOEs granted interest-free loans for the Nominee
Shareholders’ contributions to the VIEs. The term of the loan is indefinite until the WFOEs requests repayment. The manner and timing of the repayment
shall be at the sole discretion of the WFOEs and at the WFOEs’ option may be in the form of transferring the VIEs’ equity interest to the WFOEs or their
designated persons.
F-11
Table of Contents
1.
ORGANIZATION (CONTINUED)
Exclusive equity option agreements
Pursuant to the exclusive equity option agreements entered into among the Nominee Shareholders of the VIEs, VIEs and the WFOEs, the Nominee
Shareholders jointly and severally granted to the WFOEs an option to purchase their equity interests in the VIEs. The purchase price will be offset against the
loan repayments under the loan agreements. If the transfer price of the equity interest is greater than the loan amount, the Nominee Shareholders are required
to immediately return the received transfer price in excess of the loan amount to the WFOEs or any person designated by the WFOEs. The WFOEs may
exercise such option at any time until it has acquired all equity interests of the VIEs or freely transfer the option to any third party and such third party may
assume the right and obligations of the option agreement. In addition, dividends and distributions are not permitted without the prior consent of the WFOEs,
to the extent there is a dividend or distribution, the Nominee Shareholders will remit the amounts in full to the WFOEs immediately. In the event of
liquidation or dissolution of the VIEs, all assets shall be sold to the WFOEs at the lowest selling price permitted by applicable PRC law, and any proceeds
from the transfer and any residual interests in the VIEs shall be remitted to the WFOEs immediately. The exclusive equity option agreements have an
indefinite term and will terminate at the earlier of i) the date on which all of the equity interests have been transferred to the WFOEs or any person designated
by the WFOEs; or ii) the unilateral termination by the WFOEs.
Equity interest pledge agreements
Pursuant to the equity interest pledge agreements entered into between the Nominee Shareholders of the VIEs and the WFOEs, the Nominee Shareholders
pledged all of their equity interests in the VIEs to the WFOEs as collateral for all of their payments due to the WFOEs and to secure their obligations under
the above agreements. The Nominee Shareholders may not transfer or assign the shares, the rights and obligations in the share pledge agreement or create or
permit to create any pledges which may have an adverse effect on the rights or benefits of the VIEs without the WFOE’s preapproval. The WFOE is entitled to
transfer or assign in full or in part the shares pledged. In the event of default, the WFOE as the pledgee will be entitled to request immediate repayment of the
loan or to dispose of the pledged equity interests through transfer or assignment. There have been no dividends or distributions from inception to date. The
equity interest pledge agreements have an indefinite term and will terminate after all the obligations under these agreements have been satisfied in full or the
pledged equity interests have been transferred to the WFOEs or their designees.
Power of attorney agreements
Pursuant to the power of attorney agreements, shareholders of the VIEs have given the WFOEs an irrevocable proxy to act on their behalf on all matters
pertaining to the VIEs and to exercise all of their rights as shareholders of the VIEs, including the right to attend shareholders’ meetings, to exercise voting
rights and to transfer all or a part of his equity interests in the VIEs.
Risk in relation to the VIE Structure
Internet content related businesses are subject to significant restrictions under current PRC laws and regulations. Specifically, foreign investors are not
allowed to own more than 50% equity interest in any Internet Content Provider (“ICP”) business.
The Group conducts its operations in China through Contractual Agreements entered into between the WFOEs and VIEs. In 2014, the Group began gradually
migrating the advertising service business from the VIEs to the subsidiaries of Autohome Media, a transition that was completed to a substantial extent. If the
Company or any of its current or future VIEs or subsidiaries are found in violation of any existing or future laws or regulations, or fail to obtain or maintain
any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion in dealing with such violations, including
levying fines, confiscating the income of Autohome WFOE, Chezhiying WFOE and VIEs, revoking their business licenses or operating licenses, shutting
down the Group’s servers or blocking the Group’s websites and mobile applications, discontinuing or placing restrictions or onerous conditions on the
Group’s operations, requiring the Group to undergo a costly and disruptive restructuring, restricting the Group’s rights to use the proceeds from the offering
to finance the Group’s business and operations in China, or enforcement actions that could be harmful to the Group’s business. Any of these actions could
cause significant disruption to the Group’s business operations and severely damage the Group’s reputation, which would in turn materially and adversely
affect the Group’s business and results of operations. In addition, if the imposition of any of these penalties causes the Company to lose the rights to direct
the activities of VIEs or the Company’s right to receive their economic benefits, the Company would no longer be able to consolidate the VIEs.
F-12
Table of Contents
1.
ORGANIZATION (CONTINUED)
In addition, if Shanghai Advertising, Autohome Information and its subsidiaries, Shengtuo Hongyuan and its subsidiaries or their shareholders fail to perform
their obligations under the Contractual Agreements, the Company may have to incur substantial costs and expend resources to enforce the Company’s rights
under the contracts. The Company may have to rely on legal remedies under PRC law, including seeking specific performance or injunctive relief and
claiming damages, which may not be effective. All of these Contractual Agreements are governed by PRC law and provide for the resolution of disputes
through arbitration in the PRC. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in
accordance with PRC legal procedures. The legal system in PRC is not as developed as in other jurisdictions, such as United States. As a result, uncertainties
in the PRC legal system could limit the Company’s ability to enforce these Contractual Agreements. Under PRC law, rulings by arbitrators are final, parties
cannot appeal the arbitration results in courts, and prevailing parties may only enforce the arbitration awards in PRC courts through arbitration award
recognition proceedings, which would incur additional expenses and delay. In the event the Company is unable to enforce these Contractual Agreements, the
Company may not be able to exert effective control over its VIEs, and the Company’s ability to conduct its business may be negatively affected.
Based on the advice of the Company’s PRC legal counsel, the corporate structure and Contractual Agreements of the Company’s VIEs and WFOEs in China
are in compliance with all existing PRC laws and regulations. Therefore, in the opinion of management, (i) the ownership structure of the Company and the
VIEs are in compliance with existing PRC laws and regulations; (ii) the Contractual Agreements with VIEs and their nominee shareholders are valid and
binding, and will not result in any violation of PRC laws or regulations currently in effect; and (iii) the Group’s business operations are in compliance with
existing PRC law and regulations in all material respects.
VIEs contributed an aggregate of 5.5%, 4.4% and 9.3% of the consolidated net revenues for the years ended December 31, 2016, 2017 and 2018,
respectively, after elimination of inter-company transactions. As of December 31, 2017 and 2018, the VIEs accounted for an aggregate of 21.1% and 14.8%,
respectively, of the consolidated total assets, and 6.7% and 6.5%, respectively, of the consolidated total liabilities after elimination of inter-company
balances.
Relevant PRC laws and regulations restrict the VIE from transferring a portion of its net assets to the Company in the form of loans and advances or cash
dividends. Please refer to Note 16 for disclosure of restricted net assets.
The following table sets forth the assets, liabilities, results of operations and cash flows of the VIEs included in the Company’s consolidated balance sheets,
consolidated statements of comprehensive income and consolidated statements of cash flows:
Current assets
Non-current assets
Total assets
Accrued expenses and other payables
Advance from customers
Deferred revenue
Amounts due to related parties
Inter-company payables
Total current liabilities
Other liabilities
Deferred tax liabilities
Total non-current liabilities
Total liabilities
Net assets
F-13
2017
RMB
1,326,075
1,645,183
2,971,258
162,423
45,747
47,507
4,309
1,031,877
1,291,863
20,010
12,708
32,718
1,324,581
December 31,
2018
RMB
855,789
1,641,154
2,496,943
182,885
55,268
36,847
1,569
509,899
786,468
14,880
12,135
27,015
813,483
US$
124,469
238,696
363,165
26,600
8,038
5,359
228
74,162
114,387
2,164
1,765
3,929
118,316
1,646,677
1,683,460
244,849
Table of Contents
1.
ORGANIZATION (CONTINUED)
Net revenues
Net (loss)/income
Net cash generated from/(used in) operating activities
Net cash (used in)/generated from investing activities
Net cash generated from financing activities
Year ended December 31,
2016
RMB
328,618
(71,931)
2017
RMB
274,774
20,380
2018
RMB
673,188
29,099
US$
97,911
4,232
Year ended December 31,
2016
RMB
20,337
(33,204)
—
2017
RMB
851,872
(802,710)
—
2018
RMB
(224,531)
131,087
—
US$
(32,657)
19,066
—
The revenue-producing assets that are held by the VIEs comprise of customer relationships, trademarks, websites, domain names, operating license and
servers.
The current assets of the VIEs included amounts due from PRC subsidiaries of RMB381,388 and RMB169,546 (US$24,659), as of December 31, 2017 and
2018, respectively, which were eliminated upon consolidation by the Company. The current liabilities of the VIEs included amounts due to PRC subsidiaries
of RMB1,031,877 and RMB509,899 (US$74,162), as of December 31, 2017 and 2018, respectively, which were eliminated upon consolidation by the
Company. There was no pledge or collateralization of the VIEs’ assets and the WFOEs have not provided any financial support that they were not previously
contractually required to provide to the VIEs. There were no assets of the VIEs that can only be used to settle their own obligations. Creditors of the VIEs
have no recourse to the general credit of the WFOEs, which are the primary beneficiaries of the VIEs.
F-14
Table of Contents
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a)
Basis of accounting
The accompanying consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”).
The Group adopted ASU No. 2016-18, Statement of Cash Flows (Topic 320): Restricted Cash, which require that a statement of cash flows explain the
change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents, starting from
the first quarter of 2018 on a retrospective basis. After adoption of this ASU, restricted cash of RMB61,091 as of January 1, 2016 and RMB9,319 as of
December 31, 2016 was included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the
statement of cash flows. Correspondingly, the change in restricted cash of RMB51,772 and RMB9,319 was excluded from cash from operating activities for
the years ended December 31, 2016 and 2017, respectively.
The following table provides a reconciliation of the amount of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets to
the total of the same such amounts shown in the consolidated statements of cash flows:
Amounts shown in Consolidated
Balance Sheets:
Cash and cash equivalents
Restricted cash
Total cash, cash equivalents and restricted cash as shown in Consolidated Statements of Cash
Flows
2016
RMB
December 31,
2017
RMB
2018
RMB
3,293,911
9,319
911,588
—
211,970
5,000
3,303,230
911,588
216,970
(b)
Principles of Consolidation
The consolidated financial statements include the financial statements of the Company, its subsidiaries, and the VIEs for which the Company or subsidiaries
of the Company are the primary beneficiaries. All significant inter-company transactions and balances between the Company, its subsidiaries, and the VIEs
are eliminated upon consolidation. Results of acquired subsidiaries and VIEs are consolidated from the date on which control is transferred to the Company.
(c)
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the year. Areas where management uses subjective judgment include, but are not limited to, estimating the
useful lives of long-lived assets and intangible assets, identification of performance obligations, standalone selling price for each performance obligation and
estimation of variable consideration represented by sales rebates, etc. related to revenue transactions, assessing the initial valuation of the assets acquired and
liabilities assumed in a business combination and the subsequent impairment assessment of financial assets, long-lived assets, intangible assets, goodwill,
other non-current assets and long-term investments, determining the provision for accounts receivable, accounting for deferred income taxes and accounting
for the share-based compensation. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as
such, differences may be material to the consolidated financial statements.
F-15
Table of Contents
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(d)
Foreign Currency
The functional currency of the Company, its Cayman subsidiaries and Cheerbright, is the United States dollar (“US$”), whereas the functional currency of
Hong Kong subsidiaries is the Hong Kong dollar (“HK$”), and the functional currency of the PRC subsidiaries and VIEs is the Chinese Renminbi (“RMB”) as
determined based on the criteria of ASC 830, Foreign Currency Matters. The Company uses the RMB as its reporting currency. Transactions denominated in
foreign currencies are re-measured into the functional currency at the exchange rates prevailing on the transaction dates. Foreign currency denominated
financial assets and liabilities are re-measured at the balance sheet date exchange rate. Exchange gains and losses are included in other income, net in the
consolidated statements of comprehensive income.
Assets and liabilities of the Company, its Cayman subsidiaries, Cheerbright and Hong Kong subsidiaries are translated into RMB at fiscal year-end exchange
rates. Income and expense items are translated at average exchange rates prevailing during the fiscal year.
(e)
Convenience Translation
Amounts in United States dollars (“US$”) are presented for the convenience of the reader and are translated at the noon buying rate of US$1.00 to
RMB6.8755 on December 31, 2018 in the City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New
York. No representation is made that the RMB amounts could have been, or could be, converted into US$ at such rate.
(f)
Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand, demand deposits, time deposits and money market funds placed with banks or other financial institutions
which are unrestricted as to withdrawal and use and have original maturities of three months or less.
(g)
Short-term Investments
Short-term investments represent bank deposits, adjustable-rate financial products with original maturities of greater than 3 months but less than 1 year and
money market funds that are measured at fair value. In accordance with ASC 825, Financial Instruments, for adjustable-rate financial products with the
interest rate indexed to performance of underlying assets and money market funds, the Group elected the fair value method at the date of initial recognition
and carried these investments at fair value. Changes in the fair value are reflected in the consolidated statements of comprehensive income as interest income.
(h)
Restricted Cash
Restricted cash represents cash deposits in a regulatory escrow account related to insurance brokerage services.
(i)
Fair Value Measurements of Financial Instruments
Financial instruments of the Group primarily comprise of cash and cash equivalents, restricted cash, short-term investments, accounts receivable, amounts due
from related parties, prepaid expenses and other current assets, other non-current assets, accrued expenses and other payables, and amounts due to related
parties. The carrying values of these financial instruments excluding other non-current assets approximated their fair values due to the short-term maturity of
these instruments.
ASC topic 820 (“ASC 820”), Fair Value Measurements and Disclosures, establishes a three-tier fair value hierarchy, which prioritizes the inputs used in
measuring fair value as follows:
Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets
Level 2 – Include other inputs that are directly or indirectly observable in the marketplace
Level 3 – Unobservable inputs which are supported by little or no market activity
F-16
Table of Contents
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost
approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or
liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the
value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to
replace an asset.
(j)
Property and Equipment
Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the assets, as follows:
Category
Electronic equipment
Office equipment
Motor vehicles
Software
Leasehold improvements
Estimated useful life
3 – 5 years
3 – 5 years
4 – 5 years
3 – 5 years
Shorter of lease term or the estimated useful lives of the assets
Repair and maintenance costs are charged to expense as incurred, whereas the costs of betterments that extend the useful life of property and equipment are
capitalized as additions to the related assets. Retirements, sale and disposals of assets are recorded by removing the cost and accumulated depreciation with
any resulting gain or loss reflected in the consolidated statements of comprehensive income.
(k)
Intangible Assets
Intangible assets are carried at cost less accumulated amortization and any recorded impairment. Intangible assets acquired in a business combination were
recognized initially at fair value at the date of acquisition. Intangible assets acquired in asset acquisitions are measured based on the cost to the acquiring
entity, which generally includes transaction costs. Intangible assets with finite useful lives are amortized using a straight-line method of amortization that
reflects the estimated pattern in which the economic benefits of the intangible asset are to be consumed. The estimated useful life for the intangible assets is
as follows:
Category
Trademark
Customer relationship
Websites
Domain names
Licensing agreements
Insurance brokerage license
(l)
Long-term Investments
Estimated useful life
3-15 years
5 years
4 years
4-10 years
1.75 years
4 years
The Company’s long-term investments consist of equity method investments. Investments in entities in which the Company can exercise significant
influence and holds an investment in voting common stock or in-substance common stock (or both) of the investee but does not own a majority equity
interest or control are accounted for using the equity method of accounting in accordance with ASC topic 323 (“ASC 323”), Investments-Equity Method and
Joint Ventures. Under the equity method, the Company initially records its investments at cost. The Company subsequently adjusts the carrying amount of
the investments to recognize the Company’s proportionate share of each equity investee’s net income or loss into earnings after the date of investments. The
Company evaluates the equity method investments for impairment under ASC 323. An impairment loss on the equity method investments is recognized in
earnings when the decline in value is determined to be other-than-temporary.
F-17
Table of Contents
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(m) Goodwill
Goodwill represents the excess of the purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of an
acquired business. The Group’s goodwill at December 31, 2017 and 2018 were related to its acquisition of Cheerbright, China Topside and Norstar. In
accordance with ASC 350, Goodwill and Other Intangible Assets, recorded goodwill amounts are not amortized, but rather are tested for impairment annually
or more frequently if there are indicators of impairment present.
Goodwill is tested for impairment at the reporting unit level on an annual basis (December 31 for the Company) and between annual tests if an event occurs
or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value. These events or circumstances
include a significant change in stock prices, business environment, legal factors, financial performances, competition, or events affecting the reporting unit.
Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to
reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The estimation of fair value of reporting
unit using a discounted cash flow methodology also requires significant judgments, including estimation of future cash flows, which is dependent on internal
forecasts, estimation of the long-term rate of growth for the Company’s business, estimation of the useful life over which cash flows will occur, and
determination of the Company’s weighted average cost of capital. The estimates used to calculate the fair value of a reporting unit change from year to year
based on operating results and market conditions. Changes in these estimates and assumptions could materially affect the determination of fair value and
goodwill impairment for the reporting unit.
Management has determined that the Group represents the lowest level within the entity at which goodwill is monitored for internal management purposes.
Management evaluated the recoverability of goodwill by performing a qualitative assessment before using a two-step impairment test approach at the
reporting unit level. Based on an assessment of the qualitative factors, management determined that it is more-likely-than-not that the fair value of the
reporting unit is in excess of its carrying amount. Therefore, management concluded that it was not necessary to proceed to the two-step goodwill impairment
test. At December 31, 2017 and 2018, goodwill was RMB1,504,278 and RMB1,504,278 (US$218,788), respectively. No impairment loss was recorded for
any of the years presented.
If the Group reorganizes its reporting structure in a manner that changes the composition of one or more of its reporting units, goodwill is reassigned based on
the relative fair value of each of the affected reporting units.
(n) Other non-current assets
Other non-current assets are primarily comprised of an investment in TTP Car Inc. (“TTP”) in the form of a three year convertible bond with an annual 8%
compound interest rate, in an aggregate principal amount of US$100,000. Concurrently with the issuance of the convertible bond, the Group was granted the
right (not the obligation) to purchase an additional 8.0% convertible bond in an aggregate principal amount of US$65,000, to be issued by TTP upon its
request from time to time, within three years after the consummation of transaction in June 2018 . On or prior to the maturity date, which is June 11, 2021
unless extended otherwise, any or all of the outstanding principal under the bond is automatically convertible into preferred shares of TTP subject to certain
conditions, or optionally convertible into preferred shares of TTP at the Company’s discretion.
A convertible bond that is not within the scope of ASC 320 “Investments - debt and equity securities” is accounted for under ASC 310 “Receivables”. The
initial investment amount of US$100,000 was first allocated, based on fair value, to any free standing instrument that was purchased together with the
convertible loan, and to any embedded features requiring separate recognition under ASC 815 “Derivatives and Hedging”. The US$65,000 warrant was
recognized as a freestanding financial derivative and recorded at its fair value; any subsequent changes in fair value will be recognized in earnings. There
were no embedded features that required separate recognition. After allocation, the remaining investment amount was recognized as the convertible bond.
The difference between the carrying value and face value of the convertible bond, after allocation, was treated as a discount on convertible bond and is
amortized and recognized as interest income using the effective interest method. The convertible bond is carried at its amortized cost, net of the discount.
F-18
Table of Contents
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
According to ASC 310-10-35, a loan receivable should be evaluated for impairment at each reporting period. A loan is impaired when, based on current
information and events, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. All
amounts due according to the contractual terms means that both the contractual interest payments and the contractual principal payments of a loan will be
collected as scheduled in the loan agreement.
(o)
Impairment of Long-Lived Assets and Intangibles
The Group evaluates its long-lived assets or asset group, including intangible assets with finite lives, for impairment whenever events or changes in
circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount of an
asset or a group of long-lived assets may not be recoverable. When these events occur, the Group evaluates impairment by comparing the carrying amount of
the assets to future undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected
undiscounted cash flow is less than the carrying amount of the assets, the Group would recognize an impairment loss based on the excess of the carrying
amount of the asset group over its fair value. No impairment charge was recorded for any of the years presented.
(p)
Revenue Recognition
In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU
2014-09”), which amends the existing accounting standards for revenue recognition. Subsequently, the FASB issued several amendments and updates to the
new revenue guidance. The Company adopted the new revenue guidance beginning January 1, 2018 by applying the modified retrospective method to those
contracts that are not completed as of January 1, 2018, with the comparative information not being adjusted and continues to be reported under ASC 605.
The most significant impact for the Company is the change from presentation of value-added tax (“VAT”) on gross basis to net basis. This change reduces
revenues and cost of revenues for the gross amount of VAT collected and paid, respectively, and presents VAT refunds as a component of other income, net.
This change has no impact on the determination of the amount or timing of services and other revenue to be recognized and is only a change in classification.
There were no adjustments to the opening balance of retained earnings upon initially applying the new guidance. Adoption of the new revenue recognition
standards had no impact to the Group’s consolidated balance sheet, consolidated statement of cash flows, consolidated statement of changes in shareholders’
equity for the year ended December 31, 2018.
The following table illustrates the effect of the adoption of ASC 606 by presenting a comparison of selected line items from the Group’s consolidated
statement of comprehensive income for the year ended December 31, 2018:
Net revenues
Media services
Leads generation services
Online marketplace and others
Total net revenues
Cost of revenues
Gross profit
Other income, net
Operating profit
Net income attributable to Autohome Inc.
For the year ended December 31, 2018
Under Previous
revenue
guidance
Effects of new
revenue guidance
3,718,748
3,274,619
919,368
7,912,735
(1,210,545)
6,702,190
52,064
2,868,925
2,871,015
(210,494)
(403,623)
(65,467)
(679,584)
390,257
(289,327)
289,327
Under New
revenue
guidance
3,508,254
2,870,996
853,901
7,233,151
(820,288)
6,412,863
341,391
2,868,925
2,871,015
F-19
Table of Contents
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The Group’s revenues are derived from media services, leads generation services and online marketplace and others. Under Topic 606, revenues are
recognized when control of the promised goods or services is transferred to the Group’s customers, in an amount that reflects the consideration the Group
expects to be entitled to in exchange for those goods or services. The recognition of revenue involves certain management judgments including
identification of performance obligations, standalone selling price for each performance obligation, estimation of variable consideration represented by sales
rebates, etc. The Group provides rebates to agency companies based on cumulative annual advertising and service volume, which are accounted for as
variable consideration. The Group estimate its obligations under such agreements applying the expected value or most likely estimate, based on an
evaluation of the likelihood of the agency companies’ achievement of the advertising and service volume targets and evaluation of the agency companies’
purchase trends and history. A refund liability (included in accrued expenses and other payables) is recognized for expected sales rebates payable to agency
companies in relation to advertising services provided until the end of the reporting period. The Group recognizes revenue for the amount of fees it receives
from its clients, after deducting these sales rebates, and net of VAT collected from customers. The Group believes that there will not be significant changes to
its estimates of variable consideration and updates the estimate at each reporting period as actual utilization becomes available.
The Group determines revenue recognition through the following steps
•
•
•
•
•
identification of the contract, or contracts, with a customer;
identification of the performance obligations in the contract;
determination of the transaction price;
allocation of the transaction price to the performance obligations in the contract; and
recognition of revenue when, or as, the Group satisfies a performance obligation
Media services
Media services revenues mainly include revenues from automaker advertising services and regional marketing campaigns conducted by certain automobile
brands’ regional offices. The majority of online advertising service contracts involve multiple deliverables or performance obligations presented on PC and
mobile platforms and under different formats such as banner advertisements, links and logos, other media insertions and promotional activities that are
delivered over different periods of time. Revenue is allocated among these different deliverables based on their relative standalone selling prices. The Group
generally determines the standalone selling price as the observable price of a product or service charged to customers when sold on a standalone basis.
Advertising services are primarily delivered based on cost per day (“CPD”) pricing model. For CPD advertising arrangements, revenue is recognized when the
corresponding advertisements are published over the stated display period. For certain marketing campaigns and promotional activities services, revenue is
recognized when the corresponding services have been rendered.
Leads generation services
Leads generation services primarily include revenues from (i) dealer subscription services, (ii) advertising services sold to individual dealer advertisers, and
(iii) used car listing services and other value-added services. Under the dealer subscription services, the Group makes available throughout the subscription
period a webpage linked to its websites and mobile applications where the dealers can publish information such as the pricing of their products, locations and
addresses and other related information. Usually, advanced payment is made for the dealer subscription services and revenue is recognized over time on a
straight line basis as services are constantly provided over the subscription period. For the advertising services sold to individual dealers, revenue is
recognized when the advertising is published over the stated display period. The used car listing services primarily include listing and display of used
vehicles, generation of sales leads, etc, through the Group’s platform. The used car platform acts as a user interface that allows potential used car buyers to
identify listings that meet their specific requirements and contact the seller. The service fee is charged per the number of displayed days, or quantity of sales
leads delivered. Revenue is recognized respectively at a point in time upon the display of vehicles or the delivery of sales leads.
F-20
Table of Contents
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Online marketplace and others
Online marketplace and others revenue primarily consist of revenues related to new car and used car marketplace, auto-financing business, data products and
others. For the new car and used car marketplace, and auto-financing business, the Group provides platform-based services including facilitation of
transactions, transaction-oriented marketing solutions, generation of sales leads and facilitation of transactions as an insurance brokerage service provider.
For the new car marketplace, the Group also acts as the platform for users to review automotive-related information, purchase coupons offered by automakers
for discounts and make purchases to complete the transaction. For the used car platform, the Group acts as a C2B2C transaction system that facilitates the
used car transaction between the sellers and buyers and charge the service fee per each sale. For the auto-financing business, the Group provides a platform
which serves as a bridge to match users and automobile sellers that have auto financing needs with the Group’s cooperative financial institutions that offer a
variety of products covering merchant loans, consumer loans, leases and insurance services. The auto-financing service fee is charged on a per sale or lead
basis. The service fee is recognized at a point in time when the relevant information is displayed, marketing solution package is delivered, when the sales
leads are delivered or upon the successful facilitation of transaction. For the data products, the Group provides data analysis reports and data-driven
intelligent sales and marketing tools for the automakers and dealers and recognizes revenue at a point in time upon the delivery of reports or over the period
of the consumption or utilization of marketing tools by the automakers and dealers.
Contract Balances
Payment terms and conditions vary by contract and service types. However, generally speaking, excluding dealer subscription and used car listing, the rest of
service contracts usually require payment within several months of service delivery. The term between billings and when payment is due is not significant
and the Company generally does not provide significant financing terms. Timing of revenue recognition may differ from the timing of invoicing to
customers. Accounts receivable represent amounts invoiced and revenue recognized prior to invoicing, when the Group has satisfied its performance
obligations and has the unconditional right to payment. Non-refundable payments in advance of revenue recognition are recorded as deferred revenue and
recognized as revenue along with the fulfillment of performance obligations. Deferred revenue is primarily related to the advanced payment related to dealer
subscription services and used car listings under leads generation services. The beginning balance of deferred revenue of RMB1,409,485 was fully
recognized as revenue for the year ended December 31, 2018. There is no significant change in contract liability balance for the year ended December 31,
2018.
Accounts receivable are carried at net realizable value. An allowance for doubtful accounts is recorded in the period when a loss is probable based on an
assessment of specific evidence indicating troubled collection, historical experience, accounts aging and other factors. An accounts receivable balance is
written off after all collection effort has ceased.
Practical Expedients and Exemptions
The Company has elected to use the practical expedient to not disclose the remaining performance obligations for contracts that have durations of one year
or less. The Company does not have significant remaining performance obligations in excess of one year. For the remaining performance obligations as of
December 31, 2018, most of them are to be recognized within a year.
The revenue standard requires the Company to recognize an asset for the incremental costs of obtaining a contract with a customer if the benefit of those costs
is expected to be longer than one year. The Group has determined that sales commission for sales personnel meet the requirements of capitalization. However,
the Group applies a practical expedient to expense these costs as incurred for costs to obtain a contract with a customer when the amortization period would
have been one year or less.
(q)
Cost of Revenues
Cost of revenues primarily consist of bandwidth and internet data center fees, depreciation of the Group’s long-lived assets, amortization of acquired
intangible assets, tax surcharges, content-related costs, cost of sales and write-downs of inventories and prepayment for vehicle purchase cost. Content-related
costs primarily comprise of salaries and benefits for employees directly involved in revenue generation activities, cost related to content generation and
acquisition and execution cost and other overhead expenses directly attributable to the provision of the media services, leads generation services and online
marketplace and others. Cost of sales include vehicle purchase cost and other directly attributable costs. Rebates relating to new vehicles purchased and sold
during the reporting period are recorded as a reduction to cost of revenues.
F-21
Table of Contents
2.
(r)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Advertising Expenditures
Advertising expenditures which amounted to RMB756,073, RMB767,528 and RMB1,047,160 (US$152,303) for the years ended December 31, 2016, 2017
and 2018, respectively, are expensed as incurred and are included in sales and marketing expenses.
(s)
Product Development Expenses
Product development expenses consist primarily of employee costs related to personnel involved in the development and enhancement of the Group’s
service offerings on its websites and mobile applications, and expenditure for research and development activities. The Group recognizes these costs as
expenses when incurred, unless they result in significant additional functionality or are related to application development stage, in which case they are
capitalized.
(t)
Leases
Leases are classified at the inception date as either a capital lease or an operating lease. The Group assesses a lease to be a capital lease if any of the following
conditions exist: a) ownership is transferred to the lessee by the end of the lease term, b) there is a bargain purchase option, c) the lease term is at least 75% of
the property’s estimated remaining economic life or d) the present value of the minimum lease payments at the beginning of the lease term is 90% or more of
the fair value of the leased property to the lessor at the inception date. A capital lease is accounted for as if there was an acquisition of an asset and an
incurrence of an obligation at the inception of the lease. The Group has no capital leases for the years presented.
All other leases are accounted for as operating leases wherein rental payments are expensed on a straight-line basis over the periods of their respective lease
terms. The Group leases office space under operating lease agreements. Certain of the lease agreements contain rent holidays. Rent holidays are considered in
determining the straight-line rental expense to be recorded over the lease term. The lease term begins on the date of initial possession of the lease property for
purposes of recognizing lease expense on straight-line basis over the term of the lease.
(u)
Income Taxes
The Group accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the
difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the
differences are expected to reverse. The Group records a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is
more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized
in income in the period that includes the enactment date.
The Group applies ASC 740, Accounting for Income Taxes, to account for uncertainty in income taxes. ASC 740 prescribes a recognition threshold a tax
position is required to meet before being recognized in the financial statements. The Group has recorded unrecognized tax benefits in the other liabilities line
item in the accompanying consolidated balance sheets. The Group has elected to classify interest and penalties related to unrecognized tax benefits, if and
when required, as part of “income tax expense”, in the consolidated statements of comprehensive income.
The Group’s estimated liability for unrecognized tax benefits and the related interest and penalties are periodically assessed for adequacy and may be
affected by changing interpretations of laws, rulings by tax authorities, changes and/or developments with respect to tax audits, and expiration of the statute
of limitations. The actual benefits ultimately realized may differ from the Group’s estimates. As each audit is concluded, adjustments, if any, are recorded in
the Company’s consolidated financial statements. Additionally, in future periods, changes in facts and circumstances, and new information may require the
Group to adjust the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are
recognized in the period in which they occur.
F-22
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2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(v)
Earnings Per Share
Earnings per share are calculated in accordance with ASC 260-10, Earnings per Share: Overall. Basic earnings per share are computed by dividing net
income attributable to holders of ordinary shares by the weighted average number of ordinary shares outstanding during the year using the two-class method.
Diluted earnings per ordinary share reflects the potential dilution that could occur if securities to issue ordinary shares were exercised. The dilutive effect of
outstanding share-based awards is reflected in the diluted earnings per share by application of the treasury stock method.
(w) Comprehensive Income
Comprehensive income is defined to include all changes in shareholders’ equity except those resulting from investments by owners and distributions to
owners. Among other disclosures, ASC 220-10, Comprehensive Income: Overall requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other
financial statements. For each of the periods presented, the Company’s comprehensive income includes foreign currency translation adjustments and is
presented in the consolidated statement of comprehensive income. There have been no reclassifications out of accumulated other comprehensive income to
net income for the years presented.
(x) Noncontrolling interests
Noncontrolling interests are recognized to reflect the portion of the equity of majority-owned subsidiary which is not attributable, directly or indirectly, to
the controlling shareholder. Non-controlling interests are classified as a separate line item in the equity section of the Group’s consolidated balance sheets
and have been separately disclosed in the Group’s consolidated statements of comprehensive income to distinguish the interests from that of the Company.
(y)
Segment Reporting
In accordance with ASC 280-10, Segment Reporting: Overall, the Group’s chief operating decision maker has been identified as the Chief Executive Officer
who reviews the consolidated results of operations when making decisions about allocating resources and assessing performance of the Group as a whole;
hence, the Group has only one operating segment. The Group does not distinguish between markets or segments for the purpose of internal reporting. As the
Group’s long-lived assets and revenue are substantially located in and derived from the PRC, no geographical segments are presented.
(z)
Employee Benefits
The full-time employees of the Company’s PRC subsidiaries and VIEs are entitled to staff welfare benefits including medical care, housing fund, pension
benefits and unemployment insurance, which are governmental mandated defined contribution plans. These entities are required to accrue for these benefits
based on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant PRC regulations, and make
cash contributions to the state-sponsored plans out of the amounts accrued. The total expenses for the employee benefits plans were RMB214,596,
RMB270,794 and RMB319,491 (US$46,468) for the years ended December 31, 2016, 2017 and 2018, respectively.
(aa) Share-based Compensation
Share-based awards granted to employees are accounted for under ASC 718, Compensation—Stock Compensation, which requires that share-based awards
granted to employees be measured based on the grant date fair value and recognized as compensation expense over the requisite service period (which is
generally the vesting period) in the consolidated statements of comprehensive income. The Company has elected to recognize compensation expense using
the straight-line method for all share-based awards granted with service conditions that have a graded vesting schedule. Under ASC 718, an entity can make
an accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. The Company has
elected to estimate the forfeiture rate at the time of grant and revise, if necessary, in subsequent periods if actual forfeitures differ from initial estimates.
F-23
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2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Forfeiture rates are estimated based on historical and future expectations of employee turnover rates and are adjusted to reflect future changes in
circumstances and facts, if any. Share-based compensation expense is recorded net of estimated forfeitures such that expense is recorded only for those share-
based awards that are expected to vest. To the extent the Company revises these estimates in the future, the share-based payments could be materially
impacted in the period of revision, as well as in following periods. The Company, with the assistance of an independent third-party valuation firm,
determined the fair value of the stock options granted to employees. The binomial option pricing model was applied in determining the estimated fair value
of the options granted to employees. Subsequent to the IPO, fair value of the ordinary shares is the price of the Company’s publicly traded shares.
The Company accounts for a change in any of the terms or conditions of share-based awards as a modification in accordance with ASC subtopic 718-20,
Compensation-Stock Compensation: Awards Classified as Equity, whereby the incremental fair value, if any, of a modified award, is recorded as
compensation cost on the date of modification for vested awards or over the remaining vesting period for unvested awards. The incremental compensation
cost is the excess of the fair value of the modified award on the date of modification over the fair value of the original award immediately before the
modification.
(bb) Other income, net
Commencing in 2018 with the adoption of the new revenue accounting standard, VAT refunds are presented as a component of other income, net. For Beijing
Prbrownies Software Co., Ltd. and Chengdu Prbrownies Software Co., Ltd., they are subject to 17% VAT (or 16% VAT beginning from May 1, 2018) for the
dealer subscription services and other services, which were sold in the form of software products. Since November 2014 and December 2016, respectively,
Beijing Prbrownies Software Co., Ltd. and Chengdu Prbrownies Software Co., Ltd. are entitled to an immediate 14% VAT (or 13% beginning from May 1,
2018) refund, which is a refund in excess of 3% VAT on the total VAT payable, after their registration of software products with relevant authority and
obtaining the refund approval from local tax bureau. Other income, net also includes government grants, which primarily represent subsidies and tax refunds
for operating a business in certain jurisdictions and fulfilment of specified tax payment obligations. These grants are not subject to any specific requirements
and are recorded when received. For the years ended December 31, 2016, 2017 and 2018, RMB12,576, RMB25,657 and RMB45,190 (US$6,573) of
government grants were recorded as other income, net. The prior figures have been reclassified to conform to current year presentation to facilitate
comparison.
(cc) Recent Accounting Pronouncements
In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). Further, as a clarification of the new guidance, the FASB issued several
amendments and updates. Under the new provisions, all lessees will report a right-of-use asset and a liability for the obligation to make payments for all
leases with the exception of those leases with a term of 12 months or less. All other leases will fall into one of two categories: (i) financing leases, similar to
capital leases, which will require the recognition of an asset and liability, measured at the present value of the lease payments and (ii) operating leases which
will require the recognition of an asset and liability measured at the present value of the lease payments. Lessor accounting remains substantially unchanged
with the exception that no leases entered into after the effective date will be classified as leveraged leases. For sale leaseback transactions, the sale will only
be recognized if the criteria in the new revenue recognition standard are met. It is expected to be effective for fiscal years and interim periods beginning after
December 15, 2018 for public entities. Early application is permitted. The Company will adopt the new lease guidance beginning January 1, 2019. The
Company has finalized its analysis and the most significant impact will be the recognition of right-of-use assets and lease liabilities for operating lease.
In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments—Credit Losses (“ASU 2016-13”). The amendments in this Update replace the
incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range
of reasonable and supportable information to inform credit loss estimates. The amendments are effective for fiscal years beginning after December 15, 2019,
including interim periods within those fiscal years. The Company is evaluating the impact of the adoption of this standard on its consolidated financial
statements.
F-24
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2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). The amendments in ASU 2017-04
removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by
which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The amendments in ASU 2017-04 are effective
for annual or any interim goodwill impairment tests beginning after December 15, 2019 and should be applied on a prospective basis. Early adoption is
permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of the guidance is not expected to
have significant impact on the Company’s consolidated financial statements.
(dd) Concentration of Risk
Credit risk
Financial instruments that potentially subject the Group to significant concentrations of credit risk consist primarily of cash and cash equivalents, restricted
cash, short-term investments and accounts receivable. As of December 31, 2017 and 2018, cash and cash equivalents, restricted cash and short-term
investments altogether amounting to RMB8,154,224 and RMB10,066,458 (US$1,464,106), respectively, were deposited with various major reputable
financial institutions located in the PRC and international financial institutions outside of the PRC. Management believes that these financial institutions are
of high credit quality and continually monitors the creditworthiness of these financial institutions. Historically, deposits in Chinese banks are secure due to
the state policy on protecting depositors’ interests. However, China promulgated a new Bankruptcy Law in August 2006 that came into effect on June 1,
2007, which contains a separate article expressly stating that the State Council may promulgate implementation measures for the bankruptcy of Chinese
banks based on the Bankruptcy Law. Under the new Bankruptcy Law, a Chinese bank may go into bankruptcy. In the event of bankruptcy of one of the banks
which holds the Group’s deposits, it is unlikely to claim its deposits back in full since it is unlikely to be classified as a secured creditor based on PRC laws.
The Group continues to monitor the financial strength of these financial institutions.
Accounts receivable are typically unsecured and derived from revenue earned from customers in the PRC, which are exposed to credit risk. The risk is
mitigated by the Group’s assessment of its customers’ creditworthiness and its ongoing monitoring process of outstanding balances. The Group maintains
reserves for estimated credit losses and these losses have generally been within expectations. There were one customer and three customers that individually
represented greater than 10% of the total accounts receivable as of December 31, 2017 and 2018.
Business, customer, political, social and economic risks
The Group participates in a dynamic high technology industry and believes that changes in any of the following areas could have a material adverse effect on
the Group’s future financial position, results of operations or cash flows; changes in the overall demand for services and products; changes in business
offerings; competitive pressures due to new entrants; acceptance of the Internet as an effective marketing platform by China’s automotive industry; changes
in certain strategic relationships or customer relationships; growth in China’s automotive industry, regulatory considerations; and risks associated with the
Group’s ability to attract and retain employees necessary to support its growth.
There were no customers that individually represented greater than 10% of the total net revenues for the years ended December 31, 2016, 2017 and 2018,
respectively.
Currency convertibility risk
The Group transacts substantially all its business in RMB, which is not freely convertible into foreign currencies. According to the relevant regulations in the
PRC, all foreign exchange transactions are required to take place either through the People’s Bank of China (“PBOC”) or other banks authorized to buy and
sell foreign currencies at the exchange rates quoted by the PBOC. Approval of foreign currency payments by the PBOC or other institutions requires
submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts.
Most of the cash and cash equivalents and short-term investments held by PRC subsidiaries and the VIEs are denominated in RMB, while a portion of cash
and cash equivalents and short-term investments held by PRC subsidiaries and the VIEs are denominated in US$. Cash distributed outside of the PRC by
PRC subsidiaries and the VIEs are subject to PRC dividend withholding tax.
F-25
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2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Foreign Currency exchange rate risk
Since July 21, 2005, the RMB was permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. There was
depreciation of 6.7%, appreciation of 6.7%, depreciation of 5.4% for the years ended December 31, 2016, 2017 and 2018, respectively. Any significant
appreciation or depreciation of the RMB may materially and adversely affect the Group’s earnings and financial position, and the value of, and any
dividends payable on, the Company’s ADSs in U.S. dollars. For example, to the extent that the Group need to convert U.S. dollars it received from its initial
public offering into RMB to pay its operating expenses, appreciation of the RMB against the U.S. dollar would have an adverse effect on the RMB amount it
would receive from the conversion. Conversely, a significant depreciation of the RMB against the U.S. dollar may significantly reduce the U.S. dollar
equivalent of the Group’s earnings, which in turn could adversely affect the price of ADSs.
3.
FAIR VALUE MEASUREMENT
Assets measured at fair value on a recurring basis are summarized below:
Cash equivalents
Money market fund
Short-term investments
Term deposits
Money market fund
Adjustable-rate financial products
Restricted cash, non-current
Other non-current assets
Warrant
Cash equivalents
Time deposits
Money market fund
Short-term investments
Term deposits
Money market fund
Adjustable-rate financial products
Fair Value Measurement at
December 31, 2018 Using
Quoted Prices
in Active Market
for Identical
Significant Other
Observable
Assets (Level 1)
Inputs (Level 2)
RMB
RMB
Unobservable
inputs
(Level 3)
RMB
Fair Value at December 31, 2018
RMB
US$
7,295
1,061
7,295
—
—
—
—
—
—
7,295
1,732,110
24,394
8,092,984
5,000
—
9,854,488
—
—
—
—
—
1,732,110
24,394
8,092,984
5,000
36,375
36,375
36,375
9,898,158
251,925
3,548
1,177,076
727
5,291
1,439,628
Fair Value Measurement at
December 31, 2017 Using
Quoted Prices
in Active Market
for Identical
Significant Other
Observable
Assets (Level 1)
Inputs (Level 2)
RMB
RMB
Unobservable
inputs
(Level 3)
RMB
694,500
—
842,912
10,042
6,389,682
7,937,136
—
—
—
—
—
—
34,105
—
—
—
34,105
F-26
Fair Value at December 31, 2017
RMB
694,500
34,105
842,912
10,042
6,389,682
7,971,241
Table of Contents
3.
FAIR VALUE MEASUREMENT (CONTINUED)
Other financial instruments
The followings are other financial instruments not measured at fair value in the consolidated balance sheets, but for which the fair value is estimated for
disclosure purposes.
Financial assets including accounts receivable, amounts due from related parties and prepaid expenses and other current assets are not measured at fair value
in the consolidated balance sheets, and the carrying values approximated fair value due to their short-term maturity. Financial liabilities including accrued
expense and other payables, and amounts due to related parties are also not measured at fair value in the consolidated balance sheets, and the carrying values
approximated fair value due to their short-term maturity.
Assets and liabilities measured at fair value on a nonrecurring basis
The Group measures certain assets, including long-term investments, goodwill and intangible assets, at fair value on a nonrecurring basis when they are
deemed to be impaired (Level 3). The fair values of these assets are determined based on valuation techniques using the best information available, and may
include management judgments, future performance projections, etc. An impairment charge to these investments is recorded when the cost of the investment
exceeds its fair value and this condition is determined to be other-than-temporary.
4.
ACCOUNTS RECEIVABLE, NET
Accounts receivable and allowance for doubtful accounts consist of the following:
Accounts receivable
Allowance for doubtful accounts
Total
As of December 31, 2017 and 2018, all accounts receivable were due from third party customers.
An analysis of the allowance for doubtful accounts is as follows:
2017
RMB
1,895,145
(1,408)
1,893,737
December 31,
2018
RMB
2,799,424
(3,589)
2,795,835
US$
407,159
(522)
406,637
December 31,
2017
2018
Beginning balance
Additions charged to bad debt expense
Reversal
Write off
Ending balance
RMB RMB US$
205
551
(229)
(5)
522
1,408
3,789
(1,574)
(34)
3,589
512
1,854
(744)
(214)
1,408
The Group recognized additions to allowance for doubtful accounts amounting to RMB2,303, RMB1,110 and RMB2,215 (US$322) within general and
administrative expenses, for the years ended December 31, 2016, 2017 and 2018, respectively.
F-27
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5.
PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consist of the following:
Prepayments
Rental and other deposits
Interest receivable
Staff advances
Receivables from third-party payment platform
Other receivables
December 31,
2017
RMB
125,317
24,804
3,462
7,496
14,757
10,287
186,123
2018
RMB
188,481
6,646
8,030
5,444
5,793
35,583
249,977
US$
27,413
967
1,168
792
843
5,175
36,358
Prepayments primarily include prepaid VAT and surcharges, prepaid promotional expenses and service fee.
6.
TAXATION
Enterprise income tax
Cayman Islands
The Company is incorporated in the Cayman Islands and conducts substantially all of its business through its PRC subsidiaries and VIEs. Under the current
laws of the Cayman Islands, the Company is not subject to tax on income or capital gains. In addition, upon payments of dividends by these entities to their
shareholders, no Cayman Islands withholding tax will be imposed.
British Virgin Islands
Cheerbright is incorporated in the British Virgin Islands and conducts substantially all of its businesses through its PRC subsidiary and VIEs. Under the
current laws of the British Virgin Islands, Cheerbright is not subject to tax on income or capital gains. In addition, upon payments of dividends by these
entities to their shareholders, no British Virgin Islands withholding tax will be imposed.
Hong Kong
Autohome HK is incorporated in Hong Kong on March 16, 2012. In October 2013, Autohome HK acquired Autohome Media, a Hong Kong advertising and
marketing company. Also in 2015, three new entities are established in Hong Kong. Companies registered in Hong Kong are subject to Hong Kong Profits
Tax on the taxable income as reported in their respective statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The
applicable tax rate is 16.5% in Hong Kong. For the years ended December 31, 2016, 2017 and 2018, except for the tax payment made by Autohome
Financing Hong Kong Limited in relation to its disposal of Shanghai Youcheyoujia Financing Co., Ltd. as its 25% shareholder, the Company did not make
any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong during this period. Under the Hong Kong
tax law, subsidiaries in Hong Kong are exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on
remittance of dividends.
The PRC
Autohome WFOE
In September 2010, Autohome WFOE was recognized as a “High-New Technology Enterprise” (“HNTE”), and eligible for a 15% preferential tax rate
effective through 2019. Besides being an HNTE, Autohome WFOE filed for key software enterprise. Pursuant to the Circular on Issues concerning Preferential
Enterprise Income Tax Policies for Software and Integrated Circuit Industries in May 2016, it was entitled to a more favorable tax rate of 10% for the tax year
of 2017.
F-28
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6.
TAXATION (CONTINUED)
Beijing Autohome Technologies Co., Ltd.
In July 2015, Beijing Autohome Technologies Co., Ltd. was recognized as a HNTE and eligible for a 15% preferential tax rate effective through 2020.
Besides being an HNTE, Beijing Autohome Technologies Co., Ltd. also filed for key software enterprise and was entitled to a more favorable tax rate of 10%
for the tax year of 2017.
Beijing Prbrownies Software Co., Ltd.
In February 2016, Beijing Prbrownies Software Co., Ltd. was recognized as a HNTE and eligible for a 15% preferential tax rate effective through 2020.
Besides being an HNTE, Beijing Prbrownies Software Co., Ltd. also filed for key software enterprise and was entitled to a more favorable tax rate of 10% for
the tax year of 2017.
Chengdu Prbrownies Software Co., Ltd.
Pursuant to the aforementioned Circular, the eligible software enterprises would enjoy a preferential tax rate policy, whereby the enterprise will be entitled to
two-year enterprise income tax exemption and reduced enterprise income tax rate of 12.5% for the three years thereafter, depending on the results of annual
tax filing and examination afterwards instead of pre-approval process.
Chengdu Prbrownies Software Co., Ltd. filed for software enterprise and was exempt from income tax for the tax year of 2017 and could be exempt from
income tax for the tax year of 2018, followed by a 50% reduction in the statutory income tax rate of 25% for the years of 2019, 2020 and 2021 provided that
it continues to maintain its status as a software enterprise during each relevant tax year.
Considering the uncertainty in the results of tax filing and subsequent examination on the key software enterprise and software enterprise status by relevant
authority, Autohome WFOE, Beijing Autohome Technologies Co., Ltd. and Beijing Prbrownies Software Co., Ltd. accrued the income tax expenses by
applying the preferential HNTE tax rate of 15% and Chengdu Prbrownies Software Co., Ltd. accrued the income tax expenses by applying statutory tax rate
of 25% for tax year of 2017.
The management subsequently assessed and concluded that the aforementioned uncertainty was eliminated in the fourth quarter of 2018 and a reversal of
RMB117,470 (US$17,085)) was recorded in 2018, composed of current income tax expense of RMB118,996 (US$17,307) and deferred income tax benefit of
RMB1,526 (US$222). A reversal of RMB173,557 and RMB158,995 was also recorded in the fourth quarter of 2016 and 2017, each composed of current
income tax expense of RMB181,586 and deferred income tax expense of RMB8,029, current income tax expense of RMB163,651 and deferred income tax
expense of RMB4,656.
The basic earnings per share effects related to the preferential tax rate were RMB2.89, RMB3.29 and RMB3.18 (US$0.46) for the years ended December 31,
2016, 2017 and 2018, respectively.
The Company’s remaining PRC subsidiaries and all the VIEs were subject to Enterprise Income Tax (“EIT”) at a rate of 25% for the years ended December 31,
2016, 2017 and 2018.
Under the New EIT Law, dividends paid by PRC enterprises out of profits earned post-2007 to non-PRC tax resident investors are subject to PRC withholding
tax of 10%. A lower withholding tax rate may be applied based on applicable tax treaty with certain countries.
The New EIT Law also provides that enterprises established under the laws of foreign countries or regions and whose “place of effective management” is
located within the PRC are considered PRC tax resident enterprises and subject to PRC income tax at the rate of 25% on worldwide income. The definition of
“place of effective management” refers to an establishment that exercises, in substance, overall management and control over the production and business,
personnel, accounting, properties, and other aspects of an enterprise. If the Company is deemed as a PRC tax resident, it would be subject to PRC tax under
the New EIT Law. The Company has analyzed the applicability of this law and believes that the chance of being recognized as a tax resident enterprise is
remote for PRC tax purposes.
F-29
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6.
TAXATION (CONTINUED)
The Group had minimal operations in jurisdictions other than the PRC. Income/(loss) before income tax expense consists of:
PRC
Non PRC
The income tax expense is comprised of:
Current
Deferred
Year ended December 31,
2016
RMB
1,263,223
(14,371)
1,248,852
2017
RMB
2,266,075
(4,534)
2,261,541
2018
RMB
3,197,471
43,950
3,241,421
US$
465,054
6,392
471,446
Year ended December 31,
2016
RMB
136,429
(103,800)
32,629
2017
RMB
254,803
12,279
267,082
2018
RMB
275,779
102,111
377,890
US$
40,111
14,851
54,962
The reconciliation of income tax expense for the years ended December 31, 2016, 2017 and 2018 is as follows:
Income before income tax expense
Income tax expense computed at PRC statutory tax rates (25%)
Non-deductible expenses
Research and development expenses super–deduction
Change in valuation allowances
Outside basis difference
Effect of international tax rate difference
Interest expense relating to unrecognized tax benefits
Effect of preferential tax rate
Effect of withholding tax on dividend
Income tax expense
F-30
2016
RMB
1,248,852
312,213
50,163
(24,365)
47,006
(28,265)
3,593
2,482
(330,198)
—
32,629
Year ended December 31,
2017
RMB
2,261,541
565,385
63,223
(30,806)
(15,510)
7,360
1,133
—
(383,039)
59,336
267,082
2018
RMB
3,241,421
810,355
49,117
(89,796)
(15,285)
8,481
(10,988)
—
(373,994)
—
377,890
US$
471,446
117,861
7,143
(13,060)
(2,223)
1,234
(1,598)
—
(54,395)
—
54,962
Table of Contents
6.
TAXATION (CONTINUED)
Deferred tax
The significant components of deferred taxes are as follows:
Deferred tax assets
Allowance for doubtful accounts
Accrued staff cost
Accrued expenses
Revenue recognition
Tax losses
VAT refund
Less: Valuation allowances
Total deferred tax assets
Deferred tax liabilities
Intangible assets and internally-developed software
Outside basis difference and others
Total deferred tax liabilities
December 31,
2017
RMB
2018
RMB
US$
352
1,563
73,500
48,774
101,746
3,842
(55,157)
174,620
756
1,268
26,061
5,941
96,025
—
(39,872)
90,179
110
184
3,790
865
13,966
—
(5,799)
13,116
14,262
423,989
438,251
10,540
445,381
455,921
1,532
64,779
66,311
In assessing the realizability of deferred tax assets, the Group has considered whether it is more-likely-than-not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. The Group records a valuation allowance to reduce deferred tax assets to a net amount that
management believes is more-likely-than-not of being realizable based on the weight of all available evidence. The Company recorded valuation allowances
against the deferred tax assets of fourteen and eleven PRC subsidiaries and VIEs as of December 31, 2017 and 2018, respectively, due to the cumulative tax
loss positions and insufficient forecasted future taxable income.
As of December 31, 2018, the Group had net operating losses of approximately RMB384,099 (US$55,865), which can be carried forward to offset taxable
income. The net operating loss will start to expire in 2019 if not utilized.
Deferred tax liabilities arising from undistributed earnings
The Enterprise Income Tax Law also imposes a withholding income tax of 10% on dividends distributed by a Foreign Invested Enterprises (“FIEs”) to its
immediate holding company outside of China. A lower withholding income tax rate of 5% is applied if the FIE’s immediate holding company is registered in
Hong Kong or other jurisdictions that have a tax treaty arrangement with China.
On November 6, 2017, the board of directors of the Company declared a special cash dividend of approximately RMB5.08 per ordinary share. The Company
does not have present plan to pay additional dividends in the foreseeable future and the board of directors of the Company currently intends to retain the
remaining available funds and earnings to operate and expand the business. In 2017, The Company accrued RMB59,336 of deferred income tax expenses
associated with the expected cash dividend payment. As of December 31, 2017 and 2018, the total amount of undistributed earnings from the Company’s
PRC subsidiaries and VIEs that are considered to be permanently reinvested was RMB5,318,555 and RMB8,274,556 (US$1,203,484), respectively. As of
December 31, 2017 and 2018, determination of the amount of unrecognized deferred tax liability related to the earnings that are indefinitely reinvested is not
practical.
Unrecognized tax benefits
As of December 31, 2017 and 2018, the Company recorded an unrecognized tax benefit of RMB32,122 and RMB24,068 (US$3,501), respectively, of which
nil and nil, respectively, are presented on a net basis against the deferred tax assets related to tax loss carry forwards on the consolidated balance sheets. This
represents the difference between the amount of benefit recognized in the statement of financial position and the amount taken or expected to be taken in a
tax return. It is possible that the amount of uncertain tax position will change in the next twelve months, however, an estimate of the range of the possible
outcomes cannot be made at this time. As of December 31, 2017 and 2018, unrecognized tax benefits of RMB16,995 and RMB11,659 (US$1,695),
respectively, if ultimately recognized, will impact the effective tax rate.
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6.
TAXATION (CONTINUED)
A roll-forward of unrecognized tax benefits is as follows:
Beginning balance
Additions based on tax positions related to current year
Decreases based on tax positions related to prior years
Ending balance
December 31,
2017
RMB
21,902
—
(2,855)
19,047
2018
RMB
19,047
—
(7,388)
11,659
US$
2,770
—
(1,075)
1,695
During the years ended December 31, 2016, 2017 and 2018, the Company recorded late payment interest expense of RMB2,482, nil and nil, and penalties of
nil, nil and nil, respectively, as part of income tax expense. As of December 31, 2017 and 2018, the Company recorded RMB13,075 and RMB12,409
(US$1,806) for late payment interest expense, and nil and nil for penalties.
The tax years ended December 31, 2014 through 2018 for the Company’s PRC subsidiaries and VIEs remain subject to examination by the PRC tax
authorities.
7.
PROPERTY AND EQUIPMENT, NET
Property and equipment consist of the following:
At cost:
Electronic equipment
Office equipment
Motor vehicles
Software
Leasehold improvements
Less: Accumulated depreciation
December 31,
2017
RMB
2018
RMB
US$
301,783
1,361
2,855
34,310
40,408
380,717
(250,395)
130,322
418,381
1,534
3,645
40,255
41,225
505,040
(334,842)
170,198
60,851
223
530
5,855
5,996
73,455
(48,701)
24,754
Depreciation expense was RMB65,246, RMB81,915 and RMB90,270 (US$13,129) for the years ended December 31, 2016, 2017 and 2018, respectively.
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8.
INTANGIBLE ASSETS, NET
The following tables present the Group’s intangible assets with definite lives as of the respective balance sheet dates:
Trademarks
Customer relationship
Websites
Domain names
Licensing agreements
Insurance brokerage license
Trademarks
Customer relationship
Websites
Domain names
Licensing agreements
Insurance brokerage license
Gross
Carrying
Value
RMB
68,380
9,050
27,000
2,021
2,612
28,133
137,196
December 31, 2018
Accumulated
Amortization
Net Carrying
Value
RMB
(47,868)
(9,050)
(27,000)
(1,884)
(2,612)
(9,378)
(97,792)
RMB
20,512
—
—
137
—
18,755
39,404
US$
2,983
—
—
20
—
2,728
5,731
Gross
Carrying
Value
RMB
68,380
9,050
27,000
1,917
2,492
28,133
136,972
December 31, 2017
Accumulated
Amortization
RMB
(43,292)
(9,050)
(27,000)
(1,870)
(2,492)
(2,345)
(86,049)
Net
Carrying
Value
RMB
25,088
—
—
47
—
25,788
50,923
The Company obtained insurance brokerage license in 2017 through acquisition of Shanghai Tianhe Insurance Brokerage Co., Ltd., which was accounted for
as asset acquisition. The intangible assets are amortized using the straight-line method, which is the Group’s best estimate of how these assets will be
economically consumed over their respective estimated useful lives ranging from approximately 1.75 to 15 years. Amortization expense was RMB4,558,
RMB6,923 and RMB11,623 (US$1,690) for the years ended December 31, 2016, 2017 and 2018, respectively.
The annual estimated amortization expenses for the acquired intangible assets for each of the next five years are as follows:
Amortization expenses
9.
LONG-TERM INVESTMENTS
2019 2020 2021 2022 2023
RMB RMB RMB RMB RMB
11,662 11,635 9,247 4,559 2,282
As of December 31, 2017 and 2018, the Company holds several equity investments through its subsidiaries or VIEs, all of which were accounted for under the
equity method since the Company can exercise significant influence but does not own a majority equity interest in or control them.
Hunan Mango Autohome Automobile Sales Co., Ltd. (“Mango JV”)
In May 2015, the Group entered into a shareholder agreement with HappiGo Home Shopping Co. (“HappiGo”) to establish a strategic joint venture, Mango
JV, with total capital contribution of RMB100,000, of which the Company subscribed for RMB49,000 or 49% of the ordinary shares.
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9.
LONG-TERM INVESTMENTS (CONTINUED)
Shanghai Youcheyoujia Financing Co., Ltd. (“Financing JV”)
In September 2015, the Group signed a memorandum of understanding to establish a joint venture with three parties. In 2015, the Group made a full payment
of RMB75,000, for a 25% equity interest of the Financing JV. In September 2017, the Group entered into a definitive agreement to transfer all its equity
interests in Financing JV to an unaffiliated party. As of December 31, 2018, the equity transfer was completed. The difference between the selling price and
carrying amount upon the completion of sales was recognized as disposal gain and recorded under “earnings from equity method investments”.
Visionstar Information Technology (Shanghai) Co., Ltd. (“Shanghai Visionstar”)
In July 2017, the Group acquired a 10% interest in Shanghai Visionstar, which primarily engages in augmented reality technology and related operations in
the PRC, with a total cash consideration of RMB30,000. The investment was accounted for using equity method as the Group determined that it can exercise
significant influence over Shanghai Visionstar.
Other investments
The company also holds several other investments in equity investees.
The carrying amount of all of the equity method investments was RMB147,929 and RMB70,979 (US$10,323) as of December 31, 2017 and 2018,
respectively. The Company excluded the summarized information for these equity method investees as they were insignificant either individually or on an
aggregated basis for all the years presented.
No impairment charges associated with the equity method investments were recognized during any of the years presented.
10. OTHER NON-CURRENT ASSETS
Other non-current assets consist of the following:
Convertible bond
Warrant
Others
2017
RMB
—
—
17,361
17,361
December 31,
2018
RMB
675,334
36,375
21,096
732,805
US$
98,223
5,291
3,068
106,582
Fair value change of the warrant was nil, nil and RMB11,017 (US$1,602) for the years ended December 31, 2016, 2017 and 2018, respectively.
In June 2018, the Company entered into a definitive agreement with TTP Car Inc., or TTP, a company operating an online auction platform for used
automobiles, pursuant to which the Company made an investment in TTP in the form of a three year convertible bond, with an annual 8% compound interest
rate, in an aggregate principal amount of US$100,000 in cash. The transaction was successfully consummated in June 2018. The Company was granted the
right (“warrant”), not the obligation to purchase an additional 8.0% convertible bond in an aggregate principal amount of US$65 million to be issued by TTP
upon the Company’s request from time to time within three years after the after the consummation of transaction in June 2018. The conversion feature does
not meet the definition of derivative and the put option (redemption right) was considered as embedded derivatives that does not meet the criteria to be
bifurcated and accounted for together with the convertible bond itself. The warrant for the subscription of additional convertible bond was considered as a
freestanding financial instrument and was accounted for at fair value with the change in fair value recognized in earnings.
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10. OTHER NON-CURRENT ASSETS (CONTINUED)
To estimate the fair value of the warrant, Black-Scholes Option Pricing Model was used in the valuation, with the following assumptions:
Risk-free interest rate
Exercise price
Dividend yield
Expected time to exercise (years)
Asset volatility
11. ACCRUED EXPENSES AND OTHER PAYABLES
The components of accrued expenses and other payables are as follows:
VAT and surcharges payable
Payroll and welfare payable
Accrued rebates
Deposit from customers
Accrued expenses
Payable for purchase of fixed assets
Professional service fees
Payable for exercise of share-based awards
Others
December 31, 2018
2.5%
US$65,000
0.00%
2.4
25.0%
2017
RMB
88,435
409,691
646,922
46,321
328,315
6,303
5,236
5,735
121,976
1,658,934
December 31,
2018
RMB
156,045
574,389
880,624
80,385
571,625
27,132
9,206
39,500
101,042
2,439,948
US$
22,696
83,541
128,081
11,692
83,139
3,946
1,339
5,745
14,696
354,875
12. RELATED PARTY TRANSACTIONS
Name of related parties
Ping An and its subsidiaries (“Ping An Group”)
Mango JV
Relationship with the Group
The Company’s controlling shareholder and its subsidiaries
An equity-method investee of the Company’s subsidiary
Ping An became the Company’s controlling shareholder in June 2016 and therefore Ping An Group became the Company’s related party since then. The
following related party transactions represent the transactions occurred afterwards.
During the years ended December 31, 2016, 2017 and 2018, related party transactions were as follows:
Sales of new vehicles to Ping An Group
Services provided to Ping An Group (a)
Services provided to other related parties
Net revenues from related parties
Services provided by Ping An Group (b)
Services provided by other related parties
Cost of revenues and operating expenses from related parties
Year ended December 31,
2016
RMB
21,938
—
5,064
27,002
2017
RMB
—
21,171
1,768
22,939
2018
RMB
—
473,466
124
473,590
US$
—
68,863
18
68,881
21,594
4,603
26,197
55,220
2,644
57,864
88,658
10,415
99,073
12,894
1,515
14,409
Interest income from Ping An Group
3,564
35,049
50,968
7,413
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Table of Contents
12. RELATED PARTY TRANSACTIONS (CONTINUED)
As of December 31, 2017 and December 31, 2018, balances with related parties were as follows:
Amounts due from related parties, current
Ping An Group (c)
Mango JV
Other related parties
Amounts due from related parties, non-current
Ping An Group (c)
Amounts due to related parties
Ping An Group (d)
Mango JV
Other related parties
December 31, 2017
RMB
December 31, 2018
RMB
US$
21,014
3,425
63
24,502
34,018
29
—
34,047
10,956
10,956
2,041
2,041
1,101
9,049
135
10,285
19,463
208
197
19,868
4,948
4
—
4,952
297
297
2,831
30
29
2,890
(a)
(b)
(c)
(d)
The amount represents the commission fee for transaction facilitation service on financial product including loan, leasing and insurance products and
advertising service provided to Ping An Group.
The amount represents rental and property management services, technical services and other miscellaneous services provided by Ping An Group.
Receivable from Ping An Group primarily consists of deposit in relation to the operating lease and other agreements, service fee receivable, and interest
receivable from cash and cash equivalents and short-term investments held at Ping An Group. As of December 31, 2017 and 2018, the Group had cash
and cash equivalents and short-term investments of RMB1,374,574 and RMB1,117,132 (US$162,480) at Ping An Group, respectively.
The outstanding payable to Ping An Group primarily consists of payable for purchase of technical service and other miscellaneous services.
13. COMMITMENTS AND CONTINGENCIES
Operating lease commitments
The Group leases office space and employee accommodation in the PRC under non-cancellable operating leases expiring on various dates. Payments under
operating leases are expensed on a straight-line basis, after considering rent holidays, over the periods of the respective lease terms. The terms of the leases do
not contain rent escalation or contingent rents, and for the years ended December 31, 2016, 2017 and 2018, total rental expenses for all operating leases
amounted to RMB84,673, RMB95,654 and RMB100,006 (US$14,545) respectively.
As of December 31, 2018, the Group has future minimum lease payments under non-cancellable operating leases, with initial terms in excess of one year, for
office premises consisting of the following:
2019
2020
2021 and thereafter
Legal proceedings
RMB
109,194
39,898
1,601
150,693
US$
15,882
5,803
233
21,918
From time to time, the Group is subject to legal proceedings and claims in the ordinary course of business. The Group does not believe that any currently
pending legal proceeding to which the Group is a party will have a material effect on its business, balance sheets, and results of operations or cash flows.
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Table of Contents
14. COST OF REVENUES
Content-related costs
Depreciation and amortization
Bandwidth and internet data center
VAT and surcharges(1)
Cost of sales(1)
Year ended December 31,
2016
RMB
269,313
42,570
51,766
349,373
1,680,143
2,393,165
2017
RMB
390,885
41,579
89,889
484,811
351,521
1,358,685
2018
RMB
441,459
41,600
105,313
231,916
—
820,288
US$
64,208
6,050
15,317
33,731
—
119,306
(1) Due to adoption of the new revenue standard, the operating results for the year ended December 31, 2018 were presented on a net basis, with the net
revenues and cost of revenues excluding VAT, while those for the years ended December 31, 2016 and 2017 have not been restated and were presented on a
gross basis with the net revenues and cost of revenues including VAT.
Write-down of inventories and prepayment for vehicle purchase cost of RMB50,190, RMB1,483 and nil was included in cost of sales for the years ended
December 31, 2016, 2017 and 2018, respectively.
15. ORDINARY SHARES
Upon the effectiveness of the IPO registration statement, the Company’s ordinary shares were redeemed and cancelled in consideration for the issuance of an
equivalent number of Class A ordinary shares and Class B ordinary shares to the holders of former ordinary shares, respectively. Holders of Class A ordinary
shares and Class B ordinary shares have the same rights except for conversion and voting rights. Each Class B ordinary share is convertible into one Class A
ordinary share at any time, while Class A ordinary shares cannot be converted into Class B ordinary shares under any circumstances. Each Class A ordinary
share is entitled to one vote.
Immediately prior to the completion of the IPO in December 2013, the Company had 27,354,496 Class A ordinary shares and 68,788,940 Class B ordinary
shares outstanding. During the IPO, the Company issued 8,993,000 Class A ordinary shares. As of December 31, 2013, the Company had ordinary shares
outstanding comprised of 36,347,496 Class A ordinary shares and 68,788,940 Class B ordinary shares.
Upon the completion of follow-on offering in November, 2014, 2,424,801 ADSs were issued by the Company and 6,964,612 Class B ordinary shares were
converted into Class A ordinary shares, and the net proceeds from the follow-on offering amounted to US$97,344, net of issuance costs. Each ADS represents
one ordinary share. In June 2016, Telstra completed the sale of approximately 47.4% of the then Company’s total issued and outstanding shares to Yun Chen
Capital Cayman, a wholly owned subsidiary of Ping An. Upon the completion of sale, all of the Company’s remaining Class B ordinary shares were converted
into Class A ordinary shares. On February 22, 2017, Ping An further acquired from Telstra approximately 6.5% of the then total issued shares in the Company.
There were 61,824,328, nil and nil class B ordinary shares converted into Class A ordinary shares for the years ended December 31, 2016, 2017 and 2018,
respectively. As of December 31, 2018, the Company had ordinary shares outstanding, all comprised of 118,056,345 Class A ordinary shares.
16. RESTRICTED NET ASSETS
The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries. Relevant PRC
statutory laws and regulations permit payments of dividends by the Company’s PRC subsidiaries only out of its retained earnings, if any, as determined in
accordance with PRC accounting standards and regulations. The results of operations reflected in the consolidated financial statements prepared in
accordance with U.S.GAAP differ from those reflected in the statutory financial statements of the Company’s PRC subsidiaries.
Under PRC law, the Company’s PRC subsidiaries are required to provide for certain statutory reserves, namely a general reserve, an enterprise expansion fund
and a staff welfare and bonus fund. The subsidiary is required to allocate at least 10% of their after tax profits on an individual company basis as determined
under PRC accounting standards to the general reserve and has the right to discontinue allocations to the general reserve if such reserve has reached 50% of
registered capital on an individual company basis.
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Table of Contents
16. RESTRICTED NET ASSETS (CONTINUED)
Appropriations to the enterprise expansion fund and staff welfare and bonus fund are at the discretion of the Board of Directors of the subsidiary. The
Company’s VIEs in the PRC are also subject to similar statutory reserve requirements. These reserves can only be used for specific purposes and are not
transferable to the Group in the form of loans, advances or cash dividends. As of December 31, 2016, 2017 and 2018, the Company’s PRC subsidiaries and
VIEs had appropriated RMB36,000, RMB51,847 and RMB75,929 (US$11,043), respectively, of retained earnings for its statutory reserves.
As a result of these PRC laws and regulations subject to the limit discussed above that require annual appropriations of 10% of after-tax income to be set
aside, prior to payment of dividends as general reserve fund, the Company’s PRC subsidiaries and VIEs are restricted in their ability to transfer a portion of
their net assets to the Company. Foreign exchange and other regulations in the PRC may further restrict the Company’s PRC subsidiaries and VIEs from
transferring funds to the Company in the form of dividends, loans and advances. As of December 31, 2017 and 2018, amounts restricted are the net assets of
the Company’s PRC subsidiaries and VIEs, which amounted to RMB6,789,409 and RMB9,747,124 (US$1,417,660), respectively.
The Company performed a test on the restricted net assets of its consolidated subsidiaries and VIEs in accordance with Securities and Exchange Commission
Regulation S-X Rule 4-08 (e)(3), “General Notes to the Financial Statements” and concluded that it was applicable for the Company to disclose the
condensed financial information for the parent company (Note 19) for the year ended December 31, 2018. For the purposes of presenting parent only
financial information, the Company records its investments in its subsidiaries and VIEs under the equity method of accounting. Such investments are
presented on the separate condensed balance sheets of the Company as “Investments in subsidiaries and VIEs” and the profit of the subsidiaries and VIEs is
included in “Share of income of subsidiaries and VIEs” in the condensed statements of comprehensive income.
17. EARNINGS PER SHARE
Basic and diluted earnings per share for each of the years presented are calculated as follows:
2016
Ordinary shares
RMB
Year ended December 31,
2017
Ordinary shares
RMB
Ordinary shares
RMB
2018
Ordinary shares
US$
Basic earnings per share:
Numerator:
Net income attributable to Autohome Inc.
Denominator:
Weighted average ordinary shares outstanding
Basic earnings per share
Diluted earnings per share:
Numerator:
Net income attributable to Autohome Inc.
Denominator:
Weighted average ordinary shares outstanding
Dilutive effect of share-based awards
Weighted average number of shares outstanding-diluted
Diluted earnings per share
1,227,914
2,001,619
2,871,015
417,573
114,237,600
10.75
116,379,846
17.20
117,671,971
24.40
117,671,971
3.55
1,227,914
2,001,619
2,871,015
417,573
114,237,600
1,798,727
116,036,327
116,379,846
1,679,010
118,058,856
117,671,971
1,563,408
119,235,379
117,671,971
1,563,408
119,235,379
10.58
16.95
24.08
3.50
The effects of 831,042, 272,421 and 159,033 stock options were excluded from the calculation of diluted earnings per share as their effect would have been
anti-dilutive during the years ended December 31, 2016, 2017 and 2018, respectively. The effects of 354,423, 201,432 and 254,829 restricted shares were
excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive during the years ended December 31, 2016, 2017 and
2018, respectively.
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Table of Contents
18.
SHARE-BASED COMPENSATION
In order to provide additional incentives to employees and to promote the success of the Company’s business, the Company adopted a share incentive plan
in 2011 (the “2011 Plan”) and a share incentive plan in 2013 (the “2013 Plan”), Amended and Restated 2016 Share Incentive Plan (the “2016 Plan”) and
2016 Share Incentive Plan II (the “2016 Plan II”) in 2016, collectively “the Plans”. The Company may grant share-based awards to its employees, directors
and consultants to purchase an aggregate of no more than 7,843,100, 3,350,000, 4,890,000 and 3,000,000 ordinary shares of the Company under the 2011
Plan, 2013 Plan, 2016 Plan and 2016 Plan II, respectively. 2011 Plan, 2013 Plan, 2016 Plan and 2016 Plan II were approved by the Board of Directors in May
2011, November 2013, March 2017 and December 2016, respectively. The Plans are administered by the Board of Directors or any of its committees as set
forth in the Plans. For share options and restricted shares granted under the Plans, majority are subject to vesting schedules of approximately four years with
25% of the awards vesting each year and have a contractual term of ten years.
Share options
The following table summarizes the Company’s employee share option activity under the share option plans:
Outstanding, January 1, 2018
Granted
Exercised
Forfeited
Outstanding, December 31, 2018
Number of
options
1,587,614
355,545
(395,633)
(124,875)
1,422,651
Weighted
average
exercise
price
US$
24.88
74.30
19.42
23.49
38.87
Weighted
average
grant
date fair
value
US$
19.67
52.60
Weighted
average
remaining
contractual
term
Years
8.53
Aggregate
intrinsic
value
US$
63,190
29.66
8.26
56,505
Vested and expected to vest at December 31, 2018
Exercisable as of December 31, 2018
1,385,958
38.98
29.75
8.26
54,877
293,381
23.41
20.62
7.30
16,084
The aggregate intrinsic value in the table above is calculated as the difference between the exercise price of the underlying awards and US$78.23, the closing
stock price of the Company’s ordinary shares on December 31, 2018. The weighted-average grant-date fair value of options granted during the years ended
December 31, 2016, 2017 and 2018 was US$14.62, US$30.23 and US$52.60, respectively. The total grant date fair value of options vested during the years
ended December 31, 2016, 2017 and 2018 was RMB25,168, RMB64,334 and RMB63,708 (US$9,266), respectively. Total intrinsic value of options
exercised during the years ended December 31, 2016, 2017 and 2018 was RMB246,754, RMB257,025 and RMB189,564 (US$27,571), respectively.
The aggregate fair value of the outstanding options at the grant dates were determined to be RMB290,077 (US$42,190) and such amount shall be recognized
as compensation expenses using the straight-line method for all employee share options granted with graded vesting. As of December 31, 2018, there was
RMB196,997 (US$28,652) of total unrecognized share-based compensation expenses, net of estimated forfeitures, related to unvested share-based awards
which are expected to be recognized over a weighted-average period of 2.71 years. Total unrecognized compensation expenses may be adjusted for future
changes in estimated forfeitures.
Restricted shares
Restricted shares activity for the year ended December 31, 2018 was as follows:
Outstanding, January 1, 2018
Granted
Vested
Forfeited
Outstanding, December 31, 2018
Expected to vest, December 31, 2018
F-39
Number
of shares
1,651,008
493,848
(519,856)
(294,938)
1,330,062
1,267,046
Weighted
average grant
date fair
value
US$
29.95
91.00
29.81
40.80
50.27
50.26
Table of Contents
18.
SHARE-BASED COMPENSATION (CONTINUED)
The weighted average grant-date fair value of restricted shares granted during the years ended December 31, 2016, 2017 and 2018 was US$22.30, US$34.63
and US$91.00, respectively, which was derived from the fair value of the underlying ordinary shares. The total grant date fair value of restricted shares vested
during the years ended December 31, 2016, 2017 and 2018 was RMB131,861, RMB140,887 and RMB106,563 (US$15,499). The aggregate fair value of the
outstanding restricted shares at the grant dates were determined to be RMB459,710 (US$66,862) and such amount shall be recognized as compensation
expense using the straight-line method for all restricted shares granted with graded vesting. As of December 31, 2018, there was RMB353,277 (US$51,382) of
total unrecognized share-based compensation expenses, net of estimated forfeitures, related to unvested restricted shares which are expected to be recognized
over a weighted-average period of 2.93 years. Total unrecognized compensation expenses may be adjusted for future changes in estimated forfeitures.
The binomial option pricing model was applied in determining the estimated fair value of the options granted to employees. The model requires the input of
highly subjective assumptions including the estimated expected stock price volatility and the exercise multiple for which employees are likely to exercise
share options. For expected volatilities, the Company has made reference to the historical price volatilities of ordinary shares of several comparable
companies in the same industry as the Company. The exercise multiple is estimated as the ratio of fair value of underlying shares over the exercise price as at
the time the option is exercised and is based on a consideration of research study regarding exercise pattern based on historical statistical data. The risk-free
rate for periods within the contractual life of the option is based on the U.S. Treasury Bills yield curve in effect at the time of grant. The Company’s
management is ultimately responsible for the determination of the estimated fair value of its ordinary shares. Subsequent to the IPO, fair value of the ordinary
shares was the price of the Company’s publicly traded shares.
In November 2016, the Company approved the vesting acceleration plan of options and restricted shares for certain employees and incremental
compensation cost of RMB53,896 occurred as a result of the modification.
The Company calculated the estimated fair value of the share-based awards on the respective grant dates using the binomial option pricing model with the
following assumptions:
Fair value of ordinary share
Risk-free interest rates
Expected exercise multiple
Expected volatility
Expected dividend yield
Weighted average fair value per option
granted
2016
RMB
US$23.76-US$24.88
1.70%-1.75%
2017
RMB
US$45.36-US$54.84
2.30%-2.44%
2.2-2.8
63%
0.00%
2.2-2.8
57%-60%
0.00%
2018
RMB
US$63.91-US$98.31
2.42%-3.09%
2.2-2.8
52%-60%
0.00%
US$14.12-US$15.26
US$27.05-US$33.73
US$40.71-US$78.09
Share-based compensation expenses relating to options and restricted shares granted to employees recognized for the years ended December 31, 2016, 2017
and 2018 is as follows:
Cost of revenues
Sales and marketing expenses
General and administrative expenses
Product development expenses
Year ended December 31,
2016
RMB
12,310
50,814
77,965
54,304
195,393
2017
RMB
15,166
53,064
59,954
49,602
177,786
2018
RMB
16,112
61,599
55,992
68,622
202,325
US$
2,343
8,959
8,144
9,981
29,427
F-40
Table of Contents
19. CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY
CONDENSED BALANCE SHEETS
ASSETS
Current assets:
Cash and cash equivalents
Short-term investments
Prepaid expenses and other current assets
Total current assets
Non-current assets:
Other non-current assets
Investment in subsidiaries and VIEs
Total non-current assets
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accrued expenses and other payables
Dividend payable
Due to subsidiaries
Total current liabilities
Total liabilities
Commitments and Contingencies
Shareholders’ equity:
Ordinary shares (par value of US$0.01 per share; 100,000,000,000 (including 99,931,211,060 Class A and
68,788,940 Class B ) shares authorized; 117,140,856 and 118,056,345 shares issued and outstanding, all
comprised of Class A, as of December 31, 2017 and 2018, respectively)
Additional paid-in capital
Accumulated other comprehensive income
Retained earnings
Total shareholders’ equity
Total liabilities and shareholders’ equity
F-41
2017
RMB
December 31,
2018
RMB
US$
31,781
699,159
23,315
754,255
18,168
272,332
13,752
304,252
2,642
39,609
2,000
44,251
3,816
713,854 103,826
7,798,858 10,167,881 1,478,857
7,802,674 10,881,735 1,582,683
8,556,929 11,185,987 1,626,934
6,932
595,779
2,581
605,292
605,292
50,709
—
—
50,709
50,709
7,375
—
—
7,375
7,375
7,969
7,909
69,954
1,159
3,246,475 3,500,620 509,144
18,671
4,627,299 7,498,314 1,090,585
7,951,637 11,135,278 1,619,559
8,556,929 11,185,987 1,626,934
128,375
Table of Contents
19. CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (CONTINUED)
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
Year ended December 31,
2016
RMB
2017
RMB
2018
RMB
US$
Operating expenses:
General and administrative expenses
Operating losses
Interest income
Fair value change of other non-current assets
Share of income of subsidiaries and VIEs
Income before income taxes
Income tax expense
Net income
Other comprehensive income/(loss), net of tax of nil
Foreign currency translation adjustments
Comprehensive income
CONDENSED STATEMENTS OF CASH FLOWS
Net cash (used in)/generated from operating activities
Net cash (used in)/generated from investing activities
Net cash generated from/(used in) financing activities
Effect of exchange rate changes on cash and cash equivalents and restricted cash
Net decrease in cash and cash equivalents and restricted cash
Cash and cash equivalents and restricted cash at beginning of year
Cash and cash equivalents and restricted cash at end of year
(a)
Basis of accounting
(20,533)
(20,533)
7,492
—
(14,797)
(14,797)
45,023
(11,017)
(2,152)
(13,334)
(2,152)
(13,334)
6,548
13,441
(1,602)
—
1,240,955 2,001,512 2,851,806 414,779
1,227,914 2,001,619 2,871,015 417,573
— —
—
1,227,914 2,001,619 2,871,015 417,573
—
62,256
8,497
1,290,170 1,946,564 2,929,436 426,070
(55,055)
58,421
Year ended December 31,
2016
2017
2018
US$
RMB
RMB RMB
(23,846) (8,303) 14,214 2,067
(86,743) (77,005) 515,101 74,918
25,420 61,070 (543,968) (79,116)
151
(79,305) (25,724) (13,613) (1,980)
136,810 57,505 31,781 4,622
57,505 31,781 18,168 2,642
5,864 (1,486)
1,040
For the Company only condensed financial information, the Company records its investment in its subsidiaries and VIEs under the equity method of
accounting as prescribed in ASC 323-10, Investments-Equity Method and Joint Ventures: Overall. Such investment is presented on the condensed balance
sheets as “Investment in subsidiaries and VIEs” and share of their income as “Share of income of subsidiaries and VIEs” on the condensed statements of
comprehensive income. The parent company’s condensed financial statements should be read in conjunction with the Company’s consolidated financial
statements.
(b)
Commitments
The Company does not have any significant commitments or long-term obligations as of any of the years presented.
F-42
Exhibit 4.59
INVESTMENT AGREEMENT
RELATING TO
US$100,000,000 8.0 PER CENT. CONVERTIBLE BOND
AND
OTHER CONVERTIBLE BONDS
ISSUED BY
TTP CAR INC.
THIS INVESTMENT AGREEMENT (this “Agreement”) is entered into on June 6, 2018 by and among:
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
TTP CAR INC., an exempted company with limited liability duly incorporated in the Cayman Islands with registered office address at the offices of
Vistra (Cayman) Limited, P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 - 1205 Cayman Islands (the
“Company”);
TTP CAR (HK) LIMITED, a company duly incorporated and validly existing under the Laws of Hong Kong (the “HK Company”);
SHANGHAI JINPAI E-COMMERCE CO., LTD. (上海谨拍电子商务有限公司
existing under the Laws of the PRC (“Shanghai Jinpai”);
上海谨拍电子商务有限公司 ), a wholly foreign owned company duly incorporated and validly
SHANGHAI JINWU AUTO TECHNOLOGY CONSULTANT CO., LTD. (上海谨务汽车技术咨询有限公司
incorporated and validly existing under the Laws of the PRC (“Shanghai Jinwu”);
上海谨务汽车技术咨询有限公司 ), a limited liability company duly
SUQIAN TTP CAR TECHNOLOGY CO., LTD. (宿迁天天拍车汽车科技有限公司
existing under the Laws of the PRC (“Suqian TTPai”);
宿迁天天拍车汽车科技有限公司 ), a limited liability company duly incorporated and validly
TTP CAR (JIANGSU) FINANCE LEASING CO., LTD. (天天拍车（江苏）融资租赁有限公司
validly existing under the Laws of the PRC (“Jiangsu TTPai”);
天天拍车（江苏）融资租赁有限公司 ), a limited liability company duly incorporated and
SHANGHAI ANTUO OLD VEHICLE BROKER CO., LTD. (上海安拓旧机动车经纪有限公司)
validly existing under the Laws of the PRC (“Shanghai Antuo”);
上海安拓旧机动车经纪有限公司) , a limited liability company duly incorporated and
SHANGHAI JINHAN COMMERCE INFORMATION CONSULTING CO., LTD. (上海谨汉商务信息咨询有限公司
duly incorporated and validly existing under the Laws of the PRC (“Shanghai Jinhan” together with Shanghai Jinpai, Shanghai Jinwu, Suqian TTPai,
Jiangsu TTPai, and Shanghai Antuo, collectively, the “PRC Domestic Companies” and each a “PRC Domestic Company”);
上海谨汉商务信息咨询有限公司 ), a limited liability company
(9) Weiwei WANG (汪薇薇), a citizen of the PRC whose PRC identification number is ***** (the “Founder”);
(10) GOLD REGENT INVESTMENT LIMITED, a company duly incorporated and validly existing under the Laws of the British Virgin Islands (“Gold
Regent”);
(11) GOLD INFINITY HOLDINGS LIMITED, a company duly incorporated and validly existing under the Laws of the British Virgin Islands (“Gold
Infinity”, together with the Founder and Gold Regent, the “Founder Parties” and each a “Founder Party”); and
2
(12) AUTOHOME INC., an exempted company duly incorporated and validly existing in the Cayman Islands with principal executive offices address at
10th Floor Tower B, CEC Plaza, 3 Dan Ling Street, Haidian District, Beijing, 100080, The People’s Republic of China (the “Investor” or
“Autohome”).
Each of the parties to this Agreement is referred to herein individually as a “Party” and collectively as the “Parties”.
RECITALS
(A)
(B)
The Group has been engaged in the business of operation of auction platform for used autos (the “Business”). The details of the Company as at the date
of hereof are set out in Schedule 1.
The Company seeks expansion capital to grow the Business and, correspondingly, seeks to secure an investment from the Investor. The Investor agrees
to invest in the Company by subscribing for the Bond (as defined below), and the Company agrees to issue the Bond to the Investor, pursuant to the
terms of this Agreement.
(C)
In addition to the Bond, the Company agrees to issue the Special Bonds (as defined below) to the Investor from time to time following the Closing
upon the request of the Investor, pursuant to the terms of this Agreement.
(D)
The Parties intend to enter into this Agreement and make the respective warranties, covenants and agreements as set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
AGREEMENT
1.
DEFINITIONS
1.1 Definitions. In this Agreement:
“Action”
means any charge, claim, action, complaint, petition, investigation, appeal, suit, litigation, grievance,
inquiry or other proceeding, whether administrative, civil, regulatory or criminal, whether at law or in
equity, or otherwise under any applicable Law, and whether or not before any mediator, arbitrator or
Governmental Authority;
“Affiliate(s)”
means, with respect to a Person, any other Person that, directly or indirectly, Controls, is Controlled by
or is under common Control with such Person;
3
“Associate”
“Autohome Competitor”
“Benefit Plan”
“Board”
“Bond”
means, with respect to any Person, (1) a corporation or organization (other than the Group Companies)
of which such Person is an officer or partner or is, directly or indirectly, the record or beneficial owner of
ten (10) percent or more of any class of Equity Securities of such corporation or organization, (2) any
trust or other estate in which such Person has a substantial beneficial interest or as to which such Person
serves as trustee or in a similar capacity, or (3) any relative or spouse of such Person, or any relative of
such spouse;
means (i) any Person operating the business as listed in SCHEDULE 12; (ii) any other Person (other
than any Group Company) that primarily engages in the Business and/or any other business that is in
direct competition with the principal business of the Investor and its Subsidiaries, and (iii) the Affiliates
of the Persons referred to in (i) and (ii);
means any deferred compensation contract, bonus plan, incentive plan, profit sharing plan, mandatory
provident scheme, occupational retirement scheme, retirement contract or any other plan which
provides or provided benefits for employee, officer, consultant, and/or director of a Person or with
respect to which contributions are, or have been, made on account of any employee, officer, consultant,
and/or director of such a Person;
means the board of directors of the Company;
means the 8.0% convertible bond in the principal amount of US$100,000,000 to be issued by the
Company pursuant to this Agreement to the Investor, in the form set forth in SCHEDULE 4;
“Bond Certificate”
means a certificate issued in the name of the Investor and includes any replacement Bond Certificates
issued pursuant to the Bond Conditions, in such form as approved by the Investor;
“Bond Conditions”
means the conditions of the Bond, in the form set forth in SCHEDULE 4;
“Bond Conversion Shares”
means the Series D-1 Preferred Shares of the Company issuable upon conversion of the Bond;
4
“Bond Register”
“Business Day”
“CFC”
“Chargor”
“Charter Documents”
“Code”
“Company IT Assets”
“Confidential Data”
means the register of holders of the Bond and the Special Bonds as maintained by the Company;
means any day that is not a Saturday, Sunday, public holiday or other day on which commercial banks
are required or authorized by Law to be closed in the Cayman Islands, Hong Kong or the PRC;
means a controlled foreign corporation as defined in the Code;
means each of the Founder Parties;
means, with respect to a particular legal entity, the articles or certificate of incorporation, formation or
registration (including, if applicable, certificates of change of name), memorandum of association,
articles of association, bylaws, articles of organization, limited liability company agreement, limited
partnership agreement, trust deed, trust instrument, operating agreement, joint venture agreement,
business license, or similar or other constitutive, governing, or charter documents, or equivalent
documents, of such entity;
means the United States Internal Revenue Code of 1986, as amended;
means all software, systems, servers, computers, hardware, firmware, middleware, networks, data, data
communications lines, routers, hubs, switches and all other information technology equipment, and all
associated documentation owned by or licensed, pursuant to valid and enforceable license agreements,
to the Company and its Subsidiaries;
means any and all non-public information of the Discloser and includes, without limitation,
information relating to: (a) the technical specifications of the Discloser’s current and future products or
service; (b) the development, research, testing, marketing and financial activities and business methods
of the Discloser; (c) the identity, contact information, order histories, profile information and special
needs of the customers or suppliers of the Discloser; (d) the people and organizations with whom the
Discloser has business relationships and those relationships; (e) any information that is disclosed in
writing and marked as confidential or is disclosed orally as confidential and sent to the Recipient
within thirty (30) days of the oral disclosure; and (f) any Intellectual Property of the Discloser;
5
“Contract”
“Consent”
“Control”
“Control Document”
means, as to any Person, any contract, agreement, undertaking, understanding, indenture, note, bond,
loan, instrument, lease, mortgage, deed of trust, franchise, or license to which such Person is a party or
by which such Person or any of its property is bound, whether oral or written;
means any consent, approval, authorization, release, waiver, permit, grant, franchise, concession,
agreement, license, exemption or order of, registration, certificate, declaration or filing with, or report or
notice to, any Person, including any Governmental Authority;
means, with respect to a Person, the power or authority, whether exercised or not, to direct the business,
management and policies of such Person, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise; provided, that such power or authority shall conclusively be
presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty
percent (50%) of the votes entitled to be cast at a meeting of the members or shareholders of such
Person or power to control the composition of a majority of the board of directors of such Person. The
term “Controlled” has meanings correlative to the foregoing;
the Contracts entered into by the WFOE, each of Shanghai Jinwu and Shanghai Antuo, the Founder,
and certain other parties, whereby the WFOE obtains effective Control of each of Shanghai Jinwu and
Shanghai Antuo for the purposes of consolidating financing statements under U.S. GAAP, including
(i) Exclusive Option Agreement (排他性购买权协议) by and between Shanghai Jinpai and the Founder
dated August 31, 2015; (ii) Equity Pledge Agreement (股权质押协议) by and between Shanghai Jinpai
and the Founder dated August 31, 2015; (iii) Proxy Agreement (股东表决权委托协议) by and among
Shanghai Jinpai, Shanghai Jinwu and the Founder dated August 31, 2015; (iv) Exclusive Support
Service Contract (独家支持服务合同) by and between Shanghai Jinpai and Shanghai Jinwu dated
August 31, 2015; (v) Exclusive Option Agreement (排他性购买权协议) by and among Shanghai Jinpai,
the Founder and Yu Butao dated August 31, 2015; (vi) Equity Pledge Agreement (股权质押协议) by and
among Shanghai Jinpai, the Founder and Yu Butao dated August 31, 2015; (vii) Proxy Agreement (股东
表决权委托协议) by and among Shanghai Jinpai, Shanghai Antuo, the Founder and Yu Butao dated
August 31, 2015; (viii) Exclusive Support Service Contract (独家支持服务合同) by and between
Shanghai Jinpai and Shanghai Antuo dated August 31, 2015;
6
“Conversion Shares”
means, collectively, the Bond Conversion Shares and the Issuable Securities;
“Data Sharing Period”
“Disclosure Schedule”
“Equity Securities”
means the period starting from the Closing Date through the date on which the Investor or any of its
Subsidiaries engages in the Business or makes equity investment in a third party (other than the Group
Companies) which primarily engages in the Business;
means a disclosure schedule, in the form agreed between the Company and the Investor, dated as of the
date of this Agreement, and executed by the Company and acknowledged by the Investor;
means, with respect to any Person that is a legal entity, any and all shares of capital stock, membership
interests, units, profits interests, ownership interests, equity interests, registered capital, and other equity
securities of such Person, and any right, warrant, option, call, commitment, conversion privilege,
preemptive right or other right to acquire any of the foregoing, or security convertible into,
exchangeable or exercisable for any of the foregoing;
“ESOP”
“FCPA”
TTP Car Inc. 2015 Share Incentive Plan and all amendments and modifications thereto;
means the Foreign Corrupt Practices Act of the United States;
“Founder Holding Company”
means each of Gold Regent and Gold Infinity;
7
“Governmental Authority”
means any government of any nation, federation, province or state or any other political subdivision
thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government, including any governmental authority,
agency, department, board, commission or instrumentality of any country, or any political subdivision
thereof, any court, tribunal or arbitrator, and any self-regulatory organization;
“Governmental Order”
means any applicable order, ruling, decision, verdict, decree, writ, subpoena, mandate, precept,
command, directive, consent, approval, award, judgment, injunction or other similar determination or
finding by, before or under the supervision of any Governmental Authority;
“Group”
means the Company and its Subsidiaries, including without limitation, the HK Company, and each
PRC Domestic Company;
“Group Compan(ies)”
means any member of the Group;
“Hanfor”
means Yantai Hanfor Boqian Investment Center (Limited Partnership)(烟台汉富博乾投资中心（有限合
伙）) , a limited partnership established under the Laws of the PRC;
“Hanfor Option Agreement”
means an Option Agreement dated September 30, 2017 executed by and among the Company, Hanfor
and certain other parties thereto;
“Hanfor Supplementary Agreement” has the meaning given to it under Section 6.1;
“Hong Kong”
“Indebtedness”
means the Hong Kong Special Administrative Region of the PRC;
of any Person means, without duplication, each of the following of such Person: (i) all indebtedness for
borrowed money, (ii) all obligations issued, undertaken or assumed as the deferred purchase price of
property or services (other than trade payables entered into in the ordinary course of business), (iii) all
reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar
instruments, (iv) all obligations evidenced by notes, bonds, debentures or similar instruments,
including obligations so evidenced that are incurred in connection with the acquisition of properties,
assets or businesses, (v) all indebtedness created or arising under any conditional sale or other title
retention agreement, or incurred as financing, in either case with respect to any property or assets
acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or
bank under such agreement in the event of default are limited to repossession or sale of such property),
(vi) all obligations that are capitalized (including capitalized lease obligations), (vii) all obligations
under banker’s acceptance, letter of credit or similar facilities, (viii) all obligations to purchase, redeem,
retire, defease or otherwise acquire for value any Equity Securities of such Person, (ix) all obligations in
respect of any interest rate swap, hedge or cap agreement, (x) all guarantees issued in respect of the
Indebtedness referred to in clauses (i) through (ix) above of any other Person, but only to the extent of
the Indebtedness guaranteed; (xi) all indebtedness of the type described in clauses (i) through (x) above
secured by any Lien existing on property owned by such Person, and (xii) any accrued interest,
prepayment premiums or penalties related to any of the foregoing;
8
“Insolvency Event”
means, in respect of any Person:
(a) the person is unable to or states that it is unable to pay its debts as they fall due or stops or
threatens to stop paying its debts as they fall due;
(b) any Indebtedness of the Person is subject to a moratorium;
(c) a liquidator, provisional liquidator or administrator has been appointed to the Person, a controller
has been appointed to any property of the Person or an event occurs which gives any other Person
a right to seek such an appointment;
(d) an order has been made, a resolution has been passed or proposed in a notice of meeting or in an
announcement to any recognized securities exchange, or an application to court has been made for
the winding up or dissolution of the Person or for the entry into of any arrangement, compromise or
composition with, or assignment for the benefit of, creditors of the Person or any class of them;
9
“Intellectual Property”
(e) a trustee has been appointed to take control of the property of the Person in connection with a
proposal to enter into a personal insolvency agreement;
(f) an order has been made or an application to court has been made for bankruptcy of the Person or an
event occurs which gives any other Person a right to seek such an order or make such an
application;
(g) a security interest becomes enforceable or is enforced over, or a writ of execution, garnishee order,
mareva injunction or similar order has been issued over or affecting, all or a substantial part of the
assets of the Person; or
(h) the Person has otherwise become, or is otherwise taken to be, insolvent in any jurisdiction or an
event occurs in any jurisdiction in relation to the Person which is analogous to, or which has a
substantially similar effect to, any of the events referred to in paragraphs (a) to (g) above;
means all intellectual property and industrial property rights, however arising, pursuant to the Laws of
any jurisdiction throughout the world, whether registered or unregistered, including any and all:
(a) registered and unregistered trademarks, service marks, trade names, brand names, logos, corporate
names, trade dress, and design rights and all registrations, applications therefor and renewal thereof,
together with the goodwill connected with the use of and symbolized thereby, (b) internet domain
names, whether or not trademarked, registered in any top-level domain by any authorized private
registrar or Governmental Authority, accounts with Twitter, Facebook and other similar social media
companies and all applications and registrations therefor and renewals thereof; (c) works of authorship
(including software and databases), designs and design registrations, including copyrights,
copyrightable works, author, performer, moral and neighboring rights; (d) inventions (whether
patentable or unpatentable), trade secrets, know-how, and other confidential and proprietary
information and all rights therein to the extent protectable under applicable Law; (e) patents, patent
applications, patent disclosures and other patent rights together with all reissues, divisionals,
provisionals, continuations and continuations-in-part, re-examinations, renewals, substitutions and
extensions thereof, and any other Governmental Authority-issued indicia of invention ownership
(including inventor’s certificates, petty patents and patent utility models); and (f) other similar
intellectual property rights;
10
“Investor Warranties”
means the warranties on the part of the Investor set out in SCHEDULE 3;
“Investors Agreement”
means the Sixth Amended and Restated Shareholders’ Agreement to be entered into by and among the
parties named therein on or prior to the Closing, which shall be in substantially the form attached
hereto as SCHEDULE 9;
“IPO”
means the first public offering by the Company of its ordinary shares;
“Issuable Securities”
has the meaning given to it under Section 6.2(l);
“Key Employee”
means any of the key employees of the Group Companies listed in SCHEDULE 11;
“Law(s)”
means any and all provisions of any applicable constitution, treaty, statute, law, regulation, ordinance,
code, rule, or rule of common law, any governmental approval, concession, grant, franchise, license,
agreement, directive, requirement, or other governmental restriction or any similar form of decision of,
or determination by, or any formally issued written interpretation or administration of any of the
foregoing by, any Governmental Authority, in each case as amended, and any and all applicable
Governmental Orders;
“Liabilit(ies)”
means, with respect to any Person, all liabilities, obligations and commitments of such Person, whether
accrued, absolute, contingent or otherwise, and whether due or to become due;
11
“Lien”
“Loss”
means any mortgage, pledge, claim, security interest, encumbrance, title defect, lien, charge, easement,
adverse claim, restrictive covenant, or other restriction or limitation of any kind whatsoever, including
any restriction on the use, voting, transfer, receipt of income, or exercise of any attributes of ownership;
means, with respect to any Person, any action, claim, cost, Tax, damage, disbursement, expense,
liability, loss, deficiency, diminution in value, reasonably foreseeable loss of profit, obligation,
penalty, settlement, suit of any kind or nature, together with all fees and expenses incurred in the
investigation, collection, prosecution and defense of claims and amounts paid in settlement, including,
without limitation, any Taxes that may be payable by such Person by reason of the indemnification of
any Loss hereunder;
“Material Adverse Effect”
means any of the following:
(i) event, occurrence, fact, condition, change or development that have, individually or together with
other events, occurrences, facts, conditions, changes or developments, a material adverse effect on the
business, properties, assets, employees, operations, results of operations, condition (financial or
otherwise), assets or liabilities of the Group taken as a whole, (including any change in applicable Law
or the interpretation or enforcement thereof or other regulatory change that affects the Company or any
of its Subsidiaries) and that have resulted in or would reasonably be expected to result in a Loss of the
Group in an amount higher than US$10,000,000,
(ii) material impairment of the ability of any party to any Transaction Document (other than the
Investor and its Affiliates) to perform the material obligations of such party under such Transaction
Document,
(iii) material impairment of the validity or enforceability of this Agreement or any other Transaction
Document against any party hereto or thereto (other than the Investor),
(iv) material impairment of the Company’s ability to complete the Qualified IPO on or before
December 31, 2020,
12
(v) any Key Employee has committed an act of misappropriation or embezzlement of assets of the
Group or engages in any business that is related to the Business or otherwise competes with the Group
Companies, or
(vi) during the period starting from the Closing Date through the date on which the Bond or any Special
Bond is fully or partially converted into preferred shares of the Company pursuant to the terms thereof,
the Company fails to satisfy the applicable Performance Target for a particular fiscal year.
For purposes of determining whether there has been a Material Adverse Effect under this section (vi):
(1) the “Performance Target” means (a) with respect to the Group’s 2018 fiscal year, the Transaction
Volume of such fiscal year that exceeds 153,248 units; (b) with respect to the Group’s 2019 fiscal year,
the Transaction Volume of such fiscal year that exceeds 338,464 units; (c) with respect to the Group’s
2020 fiscal year, the Transaction Volume of such fiscal year that exceeds 626,937 units; (d) with respect
to the Group’s 2021 fiscal year, the Transaction Volume of such fiscal year that exceeds 928,934 units;
and
(2) the “Transaction Volume” of a certain fiscal year means the number of “whole car” vehicles sold
through the online marketplaces that are independently operated by the Group during such fiscal year,
including the Transaction Volume generated from the business cooperation between the Group and the
Investor or any of its Affiliates but excluding any vehicle involved in a transaction (x) that is ultimately
invalided, revoked, terminated or cancelled within such fiscal year or following the end of such fiscal
year; or (y) is consummated within seven (7) days following the date of the consummation of a previous
transaction involving the same vehicle at a pre-tax purchase price of such vehicle lower than the pre-tax
purchase price of such vehicle in such previous transaction (each such transaction as defined under
(x) and (y), an “Invalid Transaction”). The calculation of the Transaction Volume and the number of
vehicles involved in Invalid Transactions of a certain fiscal year shall be based on the Operating Data
provided by the Group for such fiscal year, provided that in the event that the Investor and the
Company are unable to agree on the Transaction Volume and the number of vehicles involved in
Invalid Transactions in any given fiscal year within thirty (30) days after the end of such fiscal year, the
Transaction Volume and the number of vehicles involved in Invalid Transactions in such fiscal year
shall be determined by an independent technical consultant jointly selected by the Company and the
Investor which consultant shall determine the Transaction Volume and the number of vehicles involved
in Invalid Transactions during such fiscal year based on its independent verification of the Operating
Data provided by the Group to the Investor. The costs associated with such independent technical
consultant shall be borne by the Company. The Company shall provide such independent technical
consultant with the Operating Data and shall assist such independent technical consultant in its
verification of the Operating Data. The determination of such independent technical consultant of the
Transaction Volume and the number of vehicles involved in Invalid Transactions of such fiscal year
shall be final, binding, and non-appealable in the absence of a showing of manifest error or fraud;
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“Memorandum and Articles”
means the seventh amended and restated memorandum and articles of association of the Company as
amended from time to time by special resolution of the shareholders of the Company in substantially
the form attached hereto as SCHEDULE 5;
“MOFCOM”
means the Ministry of Commerce of the PRC or its competent local counterparts;
“ODI Approval”
“Operating Data”
means any applicable PRC regulatory approvals for consummation of the transactions as contemplated
under the Hanfor Option Agreement and the Hanfor Supplementary Agreement;
means all operating data and information collected and aggregated by the Group in connection with its
business that the Investor reasonably requests, including without limitation, the Transaction Volume
and the number of vehicles involved in Invalid Transactions (each as defined herein);
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“Ordinary Shares”
means the ordinary shares of the Company of par value of US$0.0001 each;
“Original Share Restriction
Agreement”
means the Third Amended and Restated Share Restriction Agreement, dated as of March 15, 2017, by
and among the Company, the Founder Parties, and certain other parties thereto;
“Permitted Liens”
“Person”
“PFIC”
“PRC”
means (i) Liens for Taxes not yet delinquent or the validity of which are being contested in good faith
and for which there are adequate reserves on the applicable financial statements, (ii) Liens incurred in
the ordinary course of business, which (x) do not individually or in the aggregate materially detract
from the value, use, or transferability of the assets that are subject to such Liens, and (y) were not
incurred in connection with the borrowing of money, and (iii) Liens created pursuant to the Control
Documents;
shall be construed as broadly as possible and shall include an individual, a partnership (including a
limited liability partnership), a company, an association, a joint stock company, a limited liability
company, a trust, a joint venture, a legal person, an unincorporated organization and a Governmental
Authority;
means a passive foreign investment company as defined in the Code;
means the People’s Republic of China, solely for purposes of this Agreement, excluding Hong Kong,
the Macau Special Administrative Region and the islands of Taiwan;
“PRC GAAP”
means the generally accepted accounting principles in the PRC in effect from time to time;
“Qualified IPO”
shall have the meaning given to it under the Bond Conditions;
“Registrar”
means the Registrar of Companies of the Cayman Islands;
“Related Party”
means any Affiliate, officer, director, supervisory board member, employee, or holder of any Equity
Security of any Group Company, and any Affiliate or Associate of any of the foregoing;
15
“Related Party Agreement”
means any contract by and between any Group Company, on the one hand, and a Related Party, on the
other hand;
“Representative(s)”
means, in relation to a Person, its directors, officers, employees, agents, financial advisors, legal advisors,
auditors, accountants, insurers or contractors (as applicable or as the case may be), consultants, or persons
or entities acting on any of their behalf (as applicable);
“SAFE”
“SAMR”
means the State Administration of Foreign Exchange of the PRC or, with respect to any reporting, filing or
registration to be accepted or effected by or with the State Administration of Foreign Exchange, any of its
branches which is competent to accept or effect such reporting, filing or registration under the Laws of the
PRC;
means the State Administration for Market Regulation of the PRC or, with respect to the issuance of any
business license or filing or registration to be effected by or with the State Administration for Market
Regulation, any Governmental Authority which is similarly competent to issue such business license or
accept such filing or registration under the Laws of the PRC;
“Share Charge”
means the deed to share charge in substantially the form attached hereto as SCHEDULE 6;
“Series D Preferred Shares”
means, collectively, the Series D-1 Preferred Shares and the Series D-2 Preferred Shares as a single series;
“Series D-1 Preferred Shares”
means the Series D-1 Preferred Shares of the Company, par value US$0.0001 per share, with the rights and
privileges as set forth in the Memorandum and Articles;
“Series D-2 Preferred Shares”
means the Series D-2 Preferred Shares of the Company, par value US$0.0001 per share, with the rights and
privileges as set forth in the Memorandum and Articles;
16
“Share Restriction Agreement”
means the Fourth Amended and Restated Share Restriction Agreement to be entered into by and among
the parties named therein on or prior to the Closing, which shall be in substantially the form attached
hereto as SCHEDULE 10;
“Shareholders’ Agreement”
means the Fifth Amended and Restated Shareholders’ Agreement, dated as of September 30, 2017, by and
among the Company, the Founder, and certain other parties thereto;
“Special Bond”
means the 8.0% convertible bond in the principal amount as set forth under the relevant Additional
Closing Notice to be issued by the Company pursuant to Section 2.3 of this Agreement to the Investor or
its designee, in the form set forth in SCHEDULE 13;
“Special Bond Certificate”
means a certificate issued in the name of the Investor and includes any replacement Special Bond
Certificates issued pursuant to the Special Bond Conditions, in such form as approved by the Investor;
“Special Bond Conditions”
means the conditions of the Special Bond, in the form set forth in SCHEDULE 13;
“Statement Date”
means December 31, 2017;
“Strategic Cooperation Business”
means, collectively, the Business and other used-auto-related business, including without limitation,
online auction for used autos, guaranteed sale of used autos, and auto finance;
“Subsidiary”
“Tax(es)”
“Tax Return”
with respect to any given Person, means any Person Controlled by such Person;
means all taxes, levies, rates, imposts, duties, deductions, charges and withholdings whatsoever imposed
by any authority having power to tax and all penalties, fines, surcharges, interest or other payments on or
in respect thereof and “Taxation” shall be construed accordingly;
means any return, report or statement showing Taxes, used to pay Taxes, or required to be filed with
respect to any Tax (including any elections, declarations, schedules or attachments thereto, and any
amendment thereof), including any information return, claim for refund, amended return or declaration of
estimated or provisional Tax;
17
“Transaction Documents”
means this Agreement, the Bond and the Bond Conditions, the Special Bonds and the Special Bond
Conditions, the Investors Agreement, the Share Restriction Agreement, the Memorandum and Articles and
the Share Charge;
“United States” or “US”
means the United States of America;
“US$”
means the lawful currency for the time being of the United States;
“Warrant(ies)”
means any of the Warrantors Warranties or the Investor Warranties;
“Warrantors”
means, collectively, the Group Companies and the Founder Parties; and
“Warrantors Warranties”
means the warranties on the part of the Warrantors set out in SCHEDULE 2.
1.2
In addition, the following terms shall have the meanings defined for such terms in the Sections or Schedules set forth below:
“Additional Closing”
Section 2.3
“Additional Closing Date”
Section 3.2
“Additional Closing Notice”
Section 2.3
“Additional Closing Subscription
Section 2.3
Price”
“Agreement”
Preamble
“Arbitration Notice”
Section 11.2(a)
“Autohome”
“Business”
“Closing”
“Closing Date”
Preamble
Recitals
Section 3.1
Section 3.1
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“Company”
Preamble
“Company Affiliate”
Section 6.2(i)
“Company Security Holder”
Section 8 of SCHEDULE 2
“Confidential Information”
Section 8.1
“DD document”
Section 28 of SCHEDULE 2
“Discloser”
“Dispute”
Section 8.4
Section 11.2(a)
“Financial Statements”
Section 11 of SCHEDULE 2
“Founder”
Preamble
“Government Official”
Section 6.2(i)
“HKIAC”
Section 11.2(b)
“HKIAC Rules”
Section 11.2(b)
“Indemnification Agreements”
Section 7.1(i)
“Indemnifying Party”
Section 9.1
“Indemnified Party”
Section 9.1
“Investor”
Preamble
“Investor Nominee Director”
Section 7.1(h)
“Investor Observer”
Section 7.1(h)
“Material Contract”
Section 15 of SCHEDULE 2
“Negotiation Notice”
Section 6.2(e)
“Negotiation Period”
Section 6.2(e)
“Part(ies)”
Preamble
19
“Proceeds”
“Recipient”
Section 5
Section 8.4
“SAFE Rules and Regulations”
Section 8 of SCHEDULE 2
“Social Welfare”
Section 22 of SCHEDULE 2
“Subscription Price”
Section 2.2
“Third Party”
Section 6.2(e)
“VIE Share Transfer”
Section 6.2(c)
1.3
Interpretation. For all purposes of this Agreement, except as otherwise expressly provided, (a) the defined terms shall have the meanings assigned to
them in its definition and include the plural as well as the singular, and pronouns of either gender or neuter shall include, as appropriate, the other
pronoun forms, (b) all references in this Agreement to designated “Sections” and other subdivisions are to the designated sections and other
subdivisions of the body of this Agreement unless explicitly stated otherwise, and all references in this Agreement to designated Schedules are to the
schedules attached to this Agreement unless explicitly stated otherwise, (c) the words “herein”, “hereof”, and “hereunder” and other words of similar
import refer to this Agreement as a whole and not to any particular section or other subdivision, (d) the titles of the sections and subsections of this
Agreement are for convenience of reference only and are not to be considered in construing this Agreement, (e) any reference in this Agreement to any
“Party” or any other Person shall be construed so as to include its successors in title, permitted assigns and permitted transferees, (f) any reference in
this Agreement to any agreement or instrument is a reference to that agreement or instrument as amended or novated, and (g) this Agreement is jointly
prepared by the Parties and should not be interpreted against any Party by reason of authorship.
2.
TRANSACTION
2.1 Authorization. Subject to the terms and conditions hereof, on or prior to the Closing, the Company shall have authorized, among others, (a) the
issuance, pursuant to the terms and conditions of this Agreement, of the Bond and the Special Bonds, (b) the issuance of the Bond Conversion Shares
upon the mandatory or optional conversion conditions of the Bond in accordance with the terms and conditions thereof, and (c) the reservation of the
Bond Conversion Shares for issuance upon full conversion of the Bond.
2.2 Agreement to Subscribe and Issue the Bond. At the Closing, subject to the terms and conditions hereof, the Investor hereby agrees to subscribe from the
Company, and the Company hereby agrees to issue to the Investor, the Bond for an aggregate subscription price of US$100,000,000 (the “Subscription
Price”).
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2.3 Agreement to Subscribe and Issue the Special Bonds. Subject to the terms and conditions of this Agreement, at any time and from time to time after the
Closing and until the third anniversary of the Closing Date, the Investor shall have the right, but not the obligation to, by delivery of a written notice
(such notice, an “Additional Closing Notice”) to the Company, request the Company to sell to the Investor or its designee one or more Special Bonds,
at one or more additional closings (each, an “Additional Closing”), for the subscription price equal to the principal amount of the relevant Special
Bonds as set forth under such Additional Closing Notice (such subscription price, the “Additional Closing Subscription Price”), in the Investor’s
discretion, and the Company agrees to sell to the Investor, following the receipt of such Additional Closing Notice, at the Additional Closing, the
Special Bonds in the aggregate principal amount as set forth under such Additional Closing Notice for the applicable Additional Closing Subscription
Price, provided that immediately after any Additional Closing, the aggregate principal amount of all the outstanding Special Bonds shall not exceed
US$65,000,000. Each outstanding Special Bond shall rank pari passu to the outstanding Bond and all other Special Bonds but payments thereon shall
apply to the oldest bonds issued by the Company under this Agreement first. Unless otherwise provided in the Special Bond Conditions, the Standard
Conversion Price as defined under the Special Bond Conditions shall be 130% of the Series D-1 Per Share Price, i.e., US$4.9515, and the initial term of
the Special Bond shall be three (3) years commencing on its issue date.
3.
3.1
CLOSING
Closing. Subject to satisfaction or waiver of the conditions specified in Section 7 hereof (except for such conditions as, under their terms, are only
capable of being satisfied at the Closing which shall be satisfied on the Closing Date), the consummation of the transactions contemplated under
Section 2.2 (the “Closing”) shall take place at 10 a.m. (China standard time) at the office of O’Melveny & Myers LLP Shanghai Office, situated at 37/F
Tower One, Plaza 66, 1266 Nanjing Road West, Shanghai, PRC as soon as reasonably possible and in any event no later than the seventh (7th) day after
all closing conditions specified in Section 7 hereof have been waived or satisfied (except for such conditions as, under their terms, are only capable of
being satisfied at the Closing which shall be satisfied on the Closing Date), or at such other time and place as the Company and the Investor may
mutually agree in writing (such date being the “Closing Date”).
3.2 Additional Closing. An Additional Closing contemplated under Section 2.3 shall take place at 10 a.m. (China standard time) at the office of
O’Melveny & Myers LLP Shanghai Office, situated at 37/F Tower One, Plaza 66, 1266 Nanjing Road West, Shanghai, PRC as soon as reasonably
possible and in any event no later than the fifth (5th) day after the receipt of the Additional Closing Notice for such Additional Closing from the
Investor by the Company, or at such other time and place as the Company and the Investor may mutually agree in writing (such date being an
“Additional Closing Date”), provided that the obligations of the Investor to consummate such Additional Closing under this Section 3.2 are subject to
the fulfillment of the following conditions:
(a)
The Investor shall have each of the items required to be delivered by the Company pursuant to Section 3.3(c).
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(b)
(c)
(d)
(e)
(f)
The Closing shall have been duly consummated pursuant to this Agreement.
Each Warrantor shall have performed and complied with all obligations and conditions contained in the Transaction Documents to which it is a
party, that are required to be performed or complied with by each of them following the Closing.
Since the date hereof, there shall have been no Material Adverse Effect.
Since the Closing Date, there shall have been no Event of Default (as defined under the Bond Conditions and the Special Bond Conditions) with
respect to the Bond or any Special Bond.
No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary,
preliminary or permanent) which (i) is in effect, and (ii) has the effect of making the transactions contemplated by the Transaction Documents
illegal or otherwise prohibiting consummation of the transactions contemplated hereby.
(g)
The security interest contemplated under the Share Charge shall have come into full force and effect.
3.3
Procedure.
(a)
Closing Deliverables at the Closing. At the Closing, the Company shall deliver (or caused to be delivered) to the Investor:
(i)
(ii)
(iii)
(iv)
the Bond Certificate in respect of the Bond issued to the Investor;
the updated register of directors of the Company, certified by the registered office provider of the Company, evidencing the appointment
of the Investor Nominee Director as contemplated by Section 7.1(h);
a certified true copy of the Company’s Bond Register certified by a director of the Company, reflecting the issuance of the Bond to the
Investor pursuant to Section 2; and
certified true copies of the resolutions of the board and shareholders, each certified by a director of the Company, approving (i) the
issuance of the Bond and the Special Bonds, (ii) execution, delivery and performance of the Transaction Documents, (iii) appointment of
the Investor Nominee Director and the Investor Observer with effect from Closing, and (iv) adoption of the Memorandum and Articles
and making the necessary filings with the Registrar.
(b)
Closing Payment. At the Closing, against delivery of all of the deliverables by the Company as contemplated under Section 3.2(a), the Investor
shall pay the Company the Subscription Price by wire transfer of immediately available funds to the bank account of the Company set forth in
Section 3.3 of the Disclosure Schedule.
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(c)
Closing Deliverables at an Additional Closing. At an Additional Closing, the Company shall deliver (or caused to be delivered) to the Investor
or its designee:
(i)
(ii)
the Special Bond Certificate in respect of the Special Bonds issued to the Investor or its designee at such Additional Closing; and
a certified true copy of the Company’s updated Bond Register certified by a director of the Company, reflecting the issuance of the
Special Bonds to the Investor pursuant to Section 2 at such Additional Closing.
(d) Additional Closing Payment. At an Additional Closing, against delivery of all of the deliverables by the Company as contemplated under
Section 3.3(c), the Investor shall pay the Company or cause to be paid to the Company the applicable Additional Closing Subscription Price by
wire transfer of immediately available funds to the bank account of the Company set forth in Section 3.3 of the Disclosure Schedule.
4. WARRANTIES
4.1
Company’s Warranties
Each of the Founder Parties and the Group Companies hereby jointly and severally warrants to the Investor that, subject to such exceptions as may be
specifically set forth in the Disclosure Schedule which exceptions shall be deemed to be part of the Warrantors Warranties, the Warrantors Warranties
are true and correct at the date of this Agreement and at the Closing Date subject to Section 4.2.
4.2
Knowledge
Any Company Warranty qualified by the expression “to the Warrantors’ knowledge” or any similar expression shall, unless otherwise stated, be
deemed to refer to the actual knowledge of the Founder and other Key Employees, and that knowledge acquired by each such individual after making
such due inquiry and exercising such due diligence as a prudent business person would have made or exercised in the management of his or her
business affairs, including but not limited to due inquiry of all officers, directors, employees, consultants and professional advisers (including
attorneys, accountants and auditors) of the Group Companies who could reasonably be expected to have knowledge of the matters in question.
4.3
Investor’s Warranties
The Investor warrants to the Company that the Investor Warranties are true and correct at the date of this Agreement and at the Closing Date.
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4.4 Disclosure Schedule
The Investor hereby acknowledges that it has received and reviewed the Disclosure Schedule on the date hereof. The Disclosure Schedule is prepared
in sections corresponding to the numbered and lettered sections and subsections contained in the Warrantors Warranties, and the disclosures in any
section or subsection of the Disclosure Schedule shall only qualify the corresponding sections and subsections contained in the Warrantors Warranties,
or other sections and subsections contained in the Warrantors Warranties to the extent it is specifically cross-referenced in such other corresponding
sections and subsections of the Disclosure Schedule.
4.5 No Waiver of Contractual Representations and Warranties
The Warrantors have agreed that the Investor’s rights to indemnification for the express representations and warranties set forth herein are part of the
basis of the bargain contemplated by this Agreement; and the Investor’s rights to indemnification shall not be affected or waived by virtue of (and the
Investor shall be deemed to have relied upon the express representations and warranties set forth herein notwithstanding) any knowledge on the part of
the Investor of any untruth of any such representation or warranty of the Warrantors expressly set forth in this Agreement, regardless of whether such
knowledge was obtained through the Investor’s own investigation or through disclosure by the Warrantors or another person, and regardless of whether
such knowledge was obtained before or after the execution and delivery of this Agreement.
5.
USE OF PROCEEDS
The Company shall use the proceeds from the issuance and sale of the Bond and the Special Bonds (the “Proceeds”) for purpose of (i) business
expansion, capital expenditures and general working capital needs of the Company’s Subsidiaries in accordance with the budgets and business plans
of the Company duly adopted in accordance with the Investors Agreement and the Memorandum and Articles, (ii) the performance of the Company’s
obligations under the Hanfor Supplementary Agreement, and (iii) the repayment of the Indebtedness as set forth in Section 5 of the Disclosure
Schedule. The Group Companies shall use the Proceeds without violating any applicable Laws, including without limitation any SAFE Rules and
Regulations and all applicable Laws relating to economic or financial sanctions (including those administered by the Office of Foreign Assets Control
of the U.S. Department of the Treasury). The Proceeds shall not be used in the payment of any debts or obligations of any Group Company or its
subsidiaries or in the acquisition, repurchase or cancellation of securities held by any shareholders of the Group Companies or for any other purpose
without the prior written consent of the Investor, except pursuant to the Hanfor Supplementary Agreement and the Section 5 of the Disclosure
Schedule.
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6.
6.1
COVENANTS
Pre-Closing Covenants
(a)
Certain Due Diligence Matters. Prior to the Closing Date, each Warrantor shall procure achievement of all matters set forth in this Section 6.1(a)
to the satisfaction of the Investor, and provide evidence thereof to the Investor:
(i)
(ii)
(iii)
The Company and Hanfor shall have agreed on and executed certain Supplementary Agreement with respect to the disposal of Hanfor’s
Share Purchase Option as defined under the Hanfor Option Agreement (the “Hanfor Supplementary Agreement”) in the form as
approved by the Investor in writing.
Hanfor’s application for ODI Approval shall have been initiated and shall have been formally accepted by MOFCOM.
The relevant Group Companies shall have collected and the Company shall have caused the relevant Group Companies to collect all the
receivables due as of the Closing Date owed by the Affiliates of the Company and/or the Founder Parties, including without limitation,
上海美天迈二手车经营有限公司, to the relevant Group Companies, the details of which receivables and the corresponding inventory car
business are set forth under Section 6.1(a)(iii) of the Disclosure Schedule. The Group Companies shall have terminated the business
relationship with 上海美天迈二手车经营有限公司 only with respect to the inventory car business as set forth under Section 6.1(a)(iii) of
the Disclosure Schedule as of the Closing Date to the reasonable satisfaction of the Investor.
(b)
(c)
Access. Between the date hereof and the Closing, the Warrantors shall permit the Investor, or any representative thereof, to (i) visit and inspect
the properties of any Group Company, (ii) inspect the contracts, books of account, records, ledgers, and other documents and data of any Group
Company, (iii) discuss the business, affairs, finances and accounts of any Group Company with officers and employees thereof, and (iv) review
such other information as the Investor reasonably request, in such a manner so as not to unreasonably interfere with their normal operations.
Covenants. Between the date hereof and the Closing, except as the Investor otherwise agree in writing, the Warrantors shall procure each Group
Company to: (i) conduct its business in the ordinary course consistent with past practice, as a going concern and in compliance with all
applicable Laws and contracts, (ii) pay or perform its debts, taxes, and other obligations when due, (iii) maintain its assets in a condition
comparable to their current condition, reasonable wear, tear and depreciation excepted, (iv) use reasonable best efforts to preserve intact its
current business organizations and keep available the services of its current officers and employees and preserve its relationships with customers,
suppliers, financiers, partners and others having business dealings with it, (v) otherwise periodically report to the Investor concerning the status
of its business, operations and finance, and (vi) take all actions reasonably necessary, to consummate the transactions contemplated by this
Agreement and the other Transaction Documents promptly, including the taking of all reasonable acts necessary to cause all of the conditions
precedent of the Investor to be satisfied.
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(d)
(e)
(f)
Negative Covenants. Between the date hereof and the Closing, except as the Investor otherwise agrees in writing, the Warrantors shall procure
that no Group Company: (i) take any action that would make any Company Warranty inaccurate at the Closing, (ii) waive, release or assign any
material right or claim, (iii) take any action that would reasonably be expected to materially impair the value of any Group Company, (iv) sell,
purchase, assign, lease, transfer, pledge, encumber or otherwise dispose of any material asset, (v) issue, sell, or grant any Equity Security,
(vi) declare, issue, make, or pay any dividend or other distribution with respect to any Equity Security, (vii) incur any Indebtedness for borrowed
money or capital lease commitments or assume or guarantee any Indebtedness of any Person, (viii) enter into any contract or other transaction
with any Related Party, or (ix) authorize, approve or agree to any of the foregoing.
Information. From the date hereof until the Closing, (i) the Company shall promptly notify the Investor of any Action commenced or threatened
in writing against any Group Company, (ii) each Party hereto shall promptly notify the other Parties of any breach, violation or non-compliance
by the first party of any representation, warranty or covenant made by such first party hereunder, and (iii) each Party will promptly provide the
other Parties with copies of all correspondence and inquiries to and from, and all filings made with, any Governmental Authority with respect to
the transactions contemplated hereby.
Exclusivity. From the date hereof until the Closing, unless otherwise agreed by the Investor, the Warrantors shall not, and they shall not permit
any of their Representatives or any Group Company to, directly or indirectly solicit, initiate or encourage any inquiries or proposals from,
discuss or negotiate with, provide any non-public information to, or approve or authorize any transaction with any Person that would involve an
investment in, purchase of shares of, or acquisition of any Group Company or any material assets thereof or would be in substitution or an
alternative for or would impede or interfere with the transactions contemplated hereby. The Warrantors shall, and shall cause their
Representatives and the other Group Companies to, immediately terminate all existing activities, discussions and negotiations with any third
parties with respect to the foregoing, and if any of them hereafter receives any correspondence or communication that constitutes, or could
reasonably be expected to lead to, any such transaction they shall immediately give notice thereof (including the third party and the material
terms of such transaction) to the Investor.
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6.2
Post-Closing Covenants
(a)
Cayman Islands Filing. Within ten (10) Business Days after the Closing, the Company shall file the Memorandum and Articles and relevant
resolutions with the Registrar and deliver to the Investor a stamped copy of such filed Memorandum and Articles.
(b)
VIE Corporate Governance Structure.
(i)
If the Closing takes place, Shanghai Jinwu shall take all necessary corporate actions such that within ten (10) Business Days following
the Closing Date (i) the board of directors of Shanghai Jinwu shall have three (3) members, among which one individual designated by
the Investor in writing shall be a director of Shanghai Jinwu, (ii) the current supervisor of Shanghai Jinwu shall be removed and one
individual designated by the Investor in writing shall be the supervisor of Shanghai Jinwu, and (iii) the articles of association of
Shanghai Jinwu shall be amended and restated to the effect that the actions as set forth under Sections 6.1 and 6.2 of the Investors
Agreement with respect to Shanghai Jinwu and the appointment and removal of the financial executive officers and financial controllers
of Shanghai Jinwu shall be subject to the unanimous consent of the directors of Shanghai Jinwu and the governance structure of
Shanghai Jinwu shall reflect the foregoing appointments and the evidence of the foregoing appointments and the amendment and
restatement of the articles of association shall be delivered to the Investor. Shanghai Jinwu shall complete the requisite filings with
respect to the foregoing changes of Shanghai Jinwu with the competent local counterpart of the SAMR and deliver to the Investor the
evidence of the completion of such filings within fifteen (15) Business Days following the Closing Date.
(ii)
Following the Closing Date, the Company and the Founder shall procure that the Group Companies that are Controlled by the Company
through the contractual arrangement and the nominee shareholders of such Group Companies take all necessary actions to adopt the
corporate governance structure that are substantially the same as the corporate governance structure of Shanghai Jinwu as set forth under
Section 6.2(b)(i).
(c)
VIE Share Transfer.
(i)
Following the Closing Date, if any investor of the Company (other than the Investor) exercises its contractual right to subscribe for or
acquire equity interests in Shanghai Jinwu (such subscription or acquisition, a “VIE Share Transfer”), on or before the completion of
such VIE Share Transfer, Shanghai Jinwu and the Founder shall procure the transfer by the Founder or the issuance by Shanghai Jinwu of
the percentage holdings of the equity interest of Shanghai Jinwu, at the option of the Investor, which shareholding percentage
corresponds to the shareholding percentage of the Investor in the Company on a non-diluted and fully-converted basis as of the time of
such VIE Share Transfer, to the entity or individual designated by the Investor for the lowest consideration to the extent permissible
under the applicable Laws and provide to the Investor evidence proving the completion of such transfer of equity interest or capital
increase of Shanghai Jinwu to the reasonable satisfaction of the Investor, at the expense of Shanghai Jinwu, provided that the Investor
shall cause such entity or individual designated by it to enter into the Control Documents with Shanghai Jinwu and Shanghai Jinpai.
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(ii)
Following the Closing Date, the Company and the Founder shall procure that the Group Companies that are Controlled by the Company
through the contractual arrangement and the nominee shareholders of such Group Companies will grant the entity or individual
designated by the Investor the right to hold the equity interests of such Group Companies, which shall be substantially the same as the
right as set forth under Section 6.2(c)(i).
(d)
Certain Due Diligence Matters. Each Warrantor shall procure achievement of all matters set forth in this Section 6.2(d) to the satisfaction of the
Investor, and provide evidence thereof to the Investor:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
As soon as practicable and in any event no later than one (1) month after the date hereof, the Company shall and shall cause the other
Group Companies to establish and maintain account receivables administrative policy and system of internal control consistent with
industry practices;
As soon as practicable after the Closing and in any event no later than six (6) months after the Closing Date, Shanghai Jinwu shall
complete the requisite filings of each of its branch offices with the competent local counterpart of the SAMR;
As soon as practicable after the Closing and in any event no later than six (6) months after the Closing Date, the transfer of the trademark
“天天拍” to Shanghai Antuo shall complete and the public announcement of such trademark transfer shall be made;
As soon as practicable after the Closing and in any event no later than one (1) month after the date hereof, the Company shall launch and
maintain solid fraud prevention and reporting mechanism in consistent with industry practices to stop fraudsters;
As soon as practicable after the Closing Date, Shanghai Jinwu shall use its reasonable best efforts to obtain the ICP license;
As soon as practicable after the Closing and in any event no later than six (6) months after the Closing Date, the Company shall cause the
existing tenant of the lease contract for Guangzhou branch, subject to the consent of the landlord, to sub-lease the lease contract to
Shanghai Jinwu or transfer its rights and obligations thereunder to Shanghai Jinwu;
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(vii) As soon as practicable after the Closing and in any event no later than six (6) months after the Closing Date, Shanghai Jinwu shall obtain
written consent from the landlord of certain lease contracts to which Shanghai Jinpai is a signatory in relation to the use by Shanghai
Jinwu of the premises thereunder;
(viii) As soon as practicable after the Closing and in any event no later than six (6) months after the Closing Date, if not already done, a loan
contract shall be entered into by each Group Company, its affiliates or shareholders in relation to the inter-company or shareholder
borrowing between or among them, if any;
(ix)
(x)
(xi)
Following the Closing, the Company shall cause each of the PRC Domestic Companies to fully comply with all applicable Laws
governing labor relations or employment matters in all material respects and cure any incompliance thereof, including without
limitation, the defect of the contracting party to labor contracts, the number of dispatched employees exceeding the statutory cap, the
payment of Social Welfare premium by third parties, and the underpayment of the Social Welfare premium, if any;
The Company shall make best efforts to avoid any downward adjustment or cancellation of credit facility or acceleration of repayment as
a result of the breach of Shanghai Jinpai or Shanghai Jinwu under the Facility Agreement dated December 29, 2017 by SPD Silicon
Valley Bank Co., Ltd. (浦发硅谷银行有限公司), Shanghai Jinpai and Shanghai Jinwu; and
The Group Companies shall not engage into the inventory car business as set forth under Section 6.1(a)(iii) of the Disclosure Schedule
with 上海美天迈二手车经营有限公司 after the Closing Date.
(e)
Strategic Cooperation.
(i)
(ii)
Cooperation Agreement. Prior to or on the Closing Date, the Investor or its applicable Affiliate(s) and the applicable Group
Company(ies) shall enter into a strategic business cooperation agreement to provide strategic cooperation arrangement between the
Investor and the Group Companies.
Principle. Following the Closing Date, the Company will grant the Investor the rights and privileges to cooperate with the Company
and/or the other Group Companies on the Strategic Cooperation Business on the most favorable terms and conditions which the
Company can propose and each Group Company and the Investor will enter into separate strategic business cooperation agreement to set
forth the detailed terms and conditions of each Strategic Cooperation Business.
29
(iii)
Right of First Negotiation. To the extent permissible by Laws and subject to the applicable approval requirements with respect to
related-party transactions, following the Closing Date, before entering into any negotiation, agreement or arrangement in respect of any
transaction in connection with the Strategic Cooperation Business with any third party, including without limitation, any of the
Autohome Competitors, any shareholders of the Company, and any of their respective Affiliate (collectively, the “Third Party”), (x) the
Company shall notify the Investor in writing that it, or any other Group Company, may pursue a potential transaction in connection with
the Strategic Cooperation Business and it desires to enter into good faith negotiation with the Investor regarding such transaction (such
notice, the “Negotiation Notice”). After the Investor’s receipt of the Negotiation Notice, both the Company and the Investor shall
negotiate reasonably and in good faith concerning the terms of such transaction for a period of forty-five (45) Business Days following
the receipt of the Negotiation Notice by the Investor (subject to an automatic extension of additional thirty (30) Business Days in the
event that the Parties are then actively negotiating in good faith such transaction) (such period, as extended from time to time, the
“Negotiation Period”). If no definitive agreement in respect of such transaction as set forth in the Negotiation Notice is reached between
any Group Company and the Investor within the Negotiation Period, the Group Company shall be free to contact any Third Party with
respect to the transaction as set forth under the Negotiation Notice. Each of the Group Companies agrees that it shall not, and it shall not
permit any of its Representatives, directly or indirectly, solicit, initiate or encourage any inquiries or proposals from, discuss or negotiate
with, provide any non-public information to, or approve or authorize any transaction with any Person that would involve such
transaction within the Negotiation Period and it shall not enter into any agreement or arrangement in respect of such transaction with any
Third Party within the Negotiation Period. In the event that the Group Company proposes to enter into a definitive agreement for, or
close any transaction on such terms and conditions, in the aggregate, materially more favorable to the Third Party than those offered by
the Group Company to the Investor during the Negotiation Period, the Group Company shall not enter into such agreement or close such
transaction without following the procedures set out in this Section 6.2(e)(iii) again to negotiate with the Investor by offering the same
terms and conditions that it offered to such Third Party.
(iv)
Non-compete. Without prejudice and subject to Section 6.2(e)(iii), if any Group Company or the Founder Party desires to enter into
transactions involving the provision of its proprietary services after complying with its obligations pursuant to Section 6.2(e)(iii), which
in the reasonable opinion of the Investor, may impair the interests of the Investor, before entering into such transactions, the Group
Company or the Founder Party shall submit the proposal to the Board for approval in accordance with the Investors Agreement and the
Memorandum and Articles.
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(v)
Data Sharing.
(i)
(ii)
To the extent permissible under the applicable Laws, each Group Company hereby grants to the Investor and each of its
Subsidiaries which have formal business cooperation with the Group, solely during the Data Sharing Period, a non-exclusive,
non-transferable, royalty-free limited right and license to use the Operating Data solely in the manner contemplated by this
Section 6.2(e)(v).
The license granted in this Section 6.2(e)(v) shall entitle the Investor and each of its Subsidiaries to use and access the Operating
Data for the purposes of assessing and analyzing the performance of the operation of the Group’s business and monitoring the
Investor’s investment in the Company.
(iii) The Company and the Investor agree to engage in a good faith negotiation to enter into a definitive agreement in respect of the
confidentiality and access of the Operating Data consistent with market practice as soon as possible following the Closing Date.
(iv) Unless otherwise provided herein, any and all Operating Data supplied by the Group Companies to the Investor or its Subsidiaries
may not be shared with any third parties without the Company’s prior written consent. Unless otherwise provided herein, the
Investor may not disclose, sell, sub-license or otherwise transfer the Operating Data to any third party or use the Operating Data
other than the purpose as provided in this Section 6.2(e)(v) without the Company’s prior written consent.
(f)
Most Favored Nation Treatment. In the event that (i) before the Closing Date the Company had granted any other investors or shareholders any
rights, privileges or protections more favorable than those granted to the Investor under the Transaction Documents which were not disclosed to
the Investor in Section 6.2(f) of the Disclosure Schedule, or (ii) from and after the Closing Date, if the Company grants any other investors or
shareholders any rights, privileges or protections more favorable than those granted to the Investor under the Transaction Documents for the
purpose of consummating a new round of equity financing in which the per share purchase price of the Equity Securities of the Company is
lower than US$4.7610, the Investor would, at its option, be entitled to the same rights, privileges or protections at least pari passu with such
investors or shareholders, unless otherwise waived in writing by the Investor.
31
(g) Qualified IPO. The Company shall, and each Founder Party shall cause the Company to, use best efforts to complete a Qualified IPO on or before
December 31, 2020.
(h)
(i)
Post-IPO Independent Director Appointment. Subject to the completion of the Closing and applicable Law (including the rules of relevant stock
exchanges) and without prejudice to the Investor’s right to designate the Investor Nominee Director and the Investor Observer pursuant to
Section 2.2 of the Investors Agreement, following the closing of the IPO, the Founder shall cause the Company to and the Company shall take all
necessary or desirable actions as may be required under the applicable Laws and in accordance with its then-effective memorandum and articles
of association to cause an individual designated by the Investor to be appointed to the Board, provided that such individual shall meet the
director independence and qualification requirements under applicable Laws.
Compliance and Anti-bribery. Each Group Company shall, and each Founder Party shall cause each Group Company to, use its best efforts to
cause any direct or indirect Subsidiary or entity Controlled by the Company, including without limitation the Group Companies, whether now in
existence or formed in the future, to comply in all material respects with all applicable Laws. Without limiting the generality of the foregoing,
each of the Group Companies and Founder Parties shall not, and the Founder Parties shall cause the Company not to, and the Company and the
Founder Parties shall cause the Company, its Affiliates and their respective employees, officers, directors, agents, representatives or any other
person acting for or on behalf of the foregoing (individually and collectively, a “Company Affiliate”) not to take any action, directly or
indirectly, in violation of the FCPA, the anti-bribery Laws of the PRC (including, without limitation, the Criminal Law of the PRC, the Anti-
Unfair Competition Law of the PRC, and their respective implementation rules), or any other applicable similar anti-bribery, anti-corruption,
recordkeeping and internal controls Laws, including (but without limitation to): (a) paying, promising to pay or authorizing the payment of any
money, offering, giving or authorizing the giving of anything of value; (b) using any funds for any unlawful contribution, gift, entertainment or
other unlawful payments, in each case to (i) any official, employee or any other person acting in an official capacity for any Governmental
Authority or any PRC state-owned enterprise, any political party or official thereof or to any candidate for political office (individually and
collectively, a “Government Official”), or (ii) any person under circumstances where such Company Affiliate knows or is aware of a high
probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government
Official, with the intent of obtaining any improper advantage, affecting or influencing any act or decision of any such Government Official in his
official capacity, inducing any Government Official to do or omit to do any act in relation to his lawful duty or influence or affect any act or
decision of any Governmental Authority, assisting any Group Company in obtaining or retaining business for, or with, or directing business to,
any Person, or constituting a bribe, kickback or illegal or improper payment to assist any Group Company in obtaining or retaining business, and
(c) accepting anything of value for any of the foregoing purposes. In addition, each of the Group Companies and Founder Parties shall not, and
the Founder Parties shall cause the Company not to, and the Company and the Founder Parties shall cause the Company, its Affiliates and their
respective Company Affiliates not to, establish or maintain any fund or assets in which any Group Company has proprietary rights that have not
been recorded in the books and records of such Group Company.
32
(j)
(k)
(l)
Hanfor Option. Each Parties agree that the Hanfor Supplementary Agreement shall take effect upon the Closing Date and the Group Companies
shall duly perform their respective obligations thereunder and comply therewith.
Brand Name of Investor. Without the prior written consent of the Investor, none of the Group Companies and the Parties hereto (other than the
Investor) shall, and each foregoing Person shall cause any of its Affiliates not to, (i) use in advertising, publicity, announcements, or otherwise,
the name of Autohome or any of its Affiliates (including but without limitation to “Pingan”, “平安”, “Autohome”, and “汽车之家”) or the
officers, directors, employees or partners of Autohome or any of its Affiliates, or any company name, trade name, trademark, service mark, domain
name, device, design, symbol or any abbreviation, contraction or simulation thereof owned or used by Autohome or any of its Affiliates (in each
case either alone or in combination thereof), or (ii) represent, directly or indirectly, that any product or services provided by any Group Company
has been approved or endorsed by Autohome or any of its Affiliates. The obligations of each Group Company and each Party hereto (other than
the Investor) under this Section 6.2(k) shall survive any termination or expiration of this Agreement. Each Party hereto (other than the Investor)
acknowledges that Autohome or any of its Affiliates may claim against the defaulting Party in connection with any breach of this Section 6.2(k)
by, including without limitation, (x) using the trademark, brand or trade name of a Party for the purpose of commercial publicity without the
prior written consent of such Party; (y) fabricating the cooperation; and (z) exaggerating the scope, content, effect and scale of the cooperation
(in each case, may or may not constitute unfair competition).
Issuable Securities. The Company covenants and agrees that (a) following the issuance of any Special Bonds pursuant to Sections 2.3 and 3.2
there shall be reserved for issuance and allotment upon conversion of such Special Bonds such number of Series D-2 Preferred Shares or other
preferred shares of the Company issuable upon conversion of such Special Bonds, and for issuance and allotment upon conversion of such Series
D-2 Preferred Shares or other preferred shares of the Company, such number of Ordinary Shares, in each case as may be from time to time issuable
upon conversion of such Special Bonds or conversion of such Series D-2 Preferred Shares or other preferred shares of the Company (the “Issuable
Securities”). All Issuable Securities shall be duly authorized and, when issued upon such conversion, shall be validly issued, fully paid and
nonassessable, free and clear of any Liens (except as provided under applicable securities Laws and under the Transaction Documents), and free
and clear of any preemptive rights, rights of first refusal or similar rights other than those that have been or will be duly waived prior to the
Additional Closing in full; (b) the Company will take all such action as may be necessary to assure that such Issuable Securities shall be issued
as provided herein without violation of any applicable law; and (c) the Company will take all such actions as may be necessary to assure that all
Consents of any competent Governmental Authority or of any other Person that are required to be obtained by each Warrantor in connection
with the consummation of such Additional Closing shall be obtained on or prior to such Additional Closing.
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7.
CLOSING CONDITIONS
7.1
Conditions of the Investor’s Obligations at the Closing
The obligations of the Investor to consummate the Closing under Section 3 of this Agreement are subject to the fulfillment, to the satisfaction of the
Investor on or prior to the Closing, or waiver by the Investor in writing, of the following conditions:
(a)
(b)
(c)
(d)
Representations and Warranties. Each of the Warrantors Warranties shall have been true and complete when made and shall be true and
complete on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of
such Closing, except in either case for those representations and warranties that address matters only as of a particular date, which representations
will have been true and complete as of such particular date.
Performance. Each Warrantor shall have performed and complied with all obligations and conditions contained in the Transaction Documents to
which it is a party, that are required to be performed or complied with by each of them on or before the Closing.
Authorizations. All Consents of any competent Governmental Authority or of any other Person that are required to be obtained by each
Warrantor in connection with the consummation of the transactions contemplated by such Transaction Document to which it is a party
(including but not limited to those related to the lawful issuance, sale and reservation of the Bond, the Special Bonds, and Conversion Shares,
and any waivers of notice requirements, rights of first refusal, preemptive rights, put or call rights), including without limitation, necessary board
and shareholder approvals of each Group Company and all Consents as set forth under Section 6 of the Disclosure Schedule, shall have been
duly obtained and effective as of the Closing, and evidence thereof shall have been delivered to the Investor.
Proceedings and Documents. All corporate and other proceedings in connection with the transactions to be completed at the Closing and all
documents incident thereto, including without limitation written approval from the requisite number of the then current holders of equity
interests of the Company and each other Group Company, as applicable, with respect to this Agreement and the other Transaction Documents
and the transactions contemplated hereby and thereby, shall have been completed in form and substance reasonably satisfactory to the Investor,
and the Investor shall have received all copies of such documents.
34
(e) Memorandum and Articles. The Memorandum and Articles shall have been duly adopted by all necessary action of the Board and shareholders
of the Company and such adoption shall have become effective prior to the Closing with no alternation or amendment as of the Closing, and
reasonable evidence thereof shall have been delivered to the Investor.
(f)
Transaction Documents. Each of the parties to the Transaction Documents, other than the Investor, shall have executed and delivered such
Transaction Documents (other than the Special Bonds and the Special Bond Conditions) to the Investor.
(g) Opinion of Counsel. The Investor shall have received from Maples and Calder (Hong Kong) LLP, Cayman counsel for the Company, an opinion,
dated as of the Closing, in substantially the form attached hereto as SCHEDULE 7. The Investor shall have received from Han Kun Law Offices,
PRC counsel for the Company, an opinion, dated as of the Closing, in substantially the form attached hereto as SCHEDULE 7.
(h)
Board of the Company. The Company shall have taken all necessary corporate action such that (i) effective from the Closing the Board shall
have eight (8) members, among which one individual designated by the Investor in writing shall be appointed as a director of the Company (the
“Investor Nominee Director”), and (ii) one individual designated by the Investor in writing shall be appointed as a non-voting observer to the
Board (the “Investor Observer”), and evidence of the foregoing appointment shall have been delivered to the Investor.
(i)
Indemnification Agreements. The Company shall have executed and delivered to the Investor copy of the indemnification agreement with the
Investor Nominee Director (the “Indemnification Agreement”) in form and substance attached hereto as SCHEDULE 8.
(j)
No Material Adverse Effect. Since the date hereof, there shall have been no Material Adverse Effect.
(k) Due Diligence. The Investor shall have completed its business, legal, financial due diligence investigation of the Group to its satisfaction in its
sole discretion.
(l)
No Order. No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether
temporary, preliminary or permanent) which (i) is in effect, and (ii) has the effect of making the transactions contemplated by the Transaction
Documents illegal or otherwise prohibiting consummation of the transactions contemplated hereby.
35
(m) Closing Deliverables. The Investor shall have each of the items required to be delivered by the Company pursuant to Section 3.3(a).
(n)
(o)
(p)
Closing Certificate. The Founder, in her capacity as the chief executive officer and a director of the Company, shall have executed and delivered
to the Investor at the Closing a certificate dated as of the Closing stating that (i) the conditions specified in this Section 7 (except for those
conditions specifically subject to the satisfaction of the Investor) have been fulfilled as of the Closing, and (ii) attaching thereto good standing
certificate with respect to the Company from the applicable authority dated no more than ten (10) days prior to the Closing.
Share Charge. The Share Charge shall have been duly executed by each Chargor and the Company and delivered to the Investor and each of the
deliverables as set forth under Section 2.2 of the Share Charge that shall have been delivered upon or immediately after the execution of the
Share Charge shall have been duly executed and delivered to the Investor. The security interest contemplated under the Share Charge shall have
come into full force and effect.
Employment and Related Agreements. Each Key Employee (including the Founder) shall have entered into an employment agreement, a
confidentiality, non-compete, non-solicitation and invention assignment agreement or an employment agreement containing confidentiality,
non-compete, non-solicitation and invention assignment provisions with the relevant Group Company in form and substance reasonably
satisfactory to the Investor, and copies thereof shall have been delivered to the Investor.
7.2
Conditions of the Company’s Obligations at the Closing
The obligations of the Company to consummate the Closing under Section 3 of this Agreement are subject to the fulfillment, to the satisfaction of the
Company on or prior to the Closing, or waiver by the Company, of the following conditions:
(a)
(b)
(c)
Representations and Warranties. The Investor Warranties shall have been true and complete when made and shall be true and complete on and
as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing, except
in either case for those representations and warranties that address matters only as of a particular date, which representations will have been true
and complete as of such particular date.
Performance. The Investor shall have performed and complied with all covenants, obligations and conditions contained in this Agreement and
the other Transaction Documents to which it is a party that are required to be performed or complied with by the Investor on or before the
Closing.
Execution of Transaction Documents. The Investor shall have executed and delivered to the Company the Transaction Documents to which the
Investor is a party (other than the Special Bonds and the Special Bond Conditions).
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(d)
No Order. No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether
temporary, preliminary or permanent) which (i) is in effect, and (ii) has the effect of making the transactions contemplated by the Transaction
Documents illegal or otherwise prohibiting consummation of the transactions contemplated hereby.
8.
8.1
8.2
8.3
8.4
CONFIDENTIALITY
Each Party shall, and shall cause any Person who is Controlled by such Party to, keep confidential the existence and content of this Agreement, the
other Transaction Documents and any related documentation, the identities of any of the Parties, and other information of a non-public nature received
from any other Party or prepared by such Party exclusively in connection herewith or therewith (collectively, the “Confidential Information”) unless
the Company and the Investor shall mutually agree otherwise; provided, that any Party may disclose Confidential Information or permit the disclosure
of Confidential Information (a) to the extent required by applicable Laws or the rules of any stock exchange, (b) to its officers, directors, employees,
and professional advisors on a need-to-know basis for the performance of its obligations in connection herewith so long as such Party advises each
Person to whom any Confidential Information is so disclosed as to the confidential nature thereof, and (c) to its current or bona fide prospective
investor, investment bankers and any Person otherwise providing substantial debt or equity financing to such Party so long as the Party advises each
Person to whom any Confidential Information is so disclosed as to the confidential nature thereof.
For the avoidance of doubt, Confidential Information does not include information that (a) was already in the possession of the receiving Party before
such disclosure by the disclosing Party, (b) is or becomes available to the public other than as a result of disclosure by the receiving Party in violation
of this Section 8, or (c) is or becomes available to the receiving Party from a third party who has no confidentiality obligations to the disclosing Party.
Each Party shall not make any announcement regarding the consummation of the transaction contemplated by this Agreement, other Transaction
Documents and any related documentation in a press release, conference, advertisement, announcement, professional or trade publication, marketing
materials or otherwise to the general public without the other Parties’ prior written consent.
The Investor intends to transfer some Confidential Data, including without limitation, operating data and technical data, necessary to allow for
performance of its obligations pursuant to this Agreement. All Confidential Data transferred from the Investor or any Affiliate of the Investor (each, a
“Discloser”) to any Group Company (each, a “Recipient”) shall be considered confidential information of the Discloser which (i) shall be utilized by
the Recipient solely for purposes of performing obligations pursuant to this Agreement and (ii) shall not be disclosed by the Recipient to any third
party without the prior written consent of the Discloser. All Confidential Data acquired by Recipient or its employees or agents shall remain Discloser’s
exclusive property, and Recipient shall use best efforts (which in any event shall not be less than the efforts Recipient takes to ensure the
confidentiality of its own proprietary and other confidential information) to keep, and have its employees and agents keep, any and all such
information and data confidential, and shall not copy or publish or disclose it to others, or authorize its employees, or agents or anyone else to copy,
publish, or disclose it to others, without Discloser’s prior written approval and shall return such information and data to Discloser at its request.
Recipient shall only use any Confidential Data in connection with the performance of its obligations under this Agreement. The Confidentiality
obligations of the Parties shall survive for five (5) years following the termination or expiration of this Agreement. Upon termination or expiration of
this Agreement, each Recipient shall deliver to the Discloser, or at the Discloser’s option destroy, all Confidential Data (in physical or in electronic
format including databases) of the Discloser then in the possession of the Recipient and shall not retain copies thereof, and shall send written testimony
confirming the list of items destroyed and the date(s) destroyed.
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9.
INDEMNITY
9.1 General Indemnity
Each Warrantor (each, an “Indemnifying Party”) hereby agrees to, jointly and severally, indemnify and hold harmless the Investor and its Affiliates,
together with their respective directors, stockholders, members, partners, successors and assigns (each, an “Indemnified Party”) from and against, and
shall reimburse each Indemnified Party for, any and all Losses suffered by such Indemnified Party as a result of or based upon or arising from any
untruthfulness, inaccuracy, or incompleteness in or breach or nonperformance of any of the representations, warranties, covenants or agreements made
by the Warrantors under this Agreement. The representations, warranties, covenants and agreements made by any Warrantor in or pursuant to this
Agreement or any of the other Transaction Documents or the Control Documents shall survive the Closing Date and each Additional Closing Date.
9.2
Tax Indemnity
Notwithstanding anything contained in the Disclosure Schedule, each Warrantor shall jointly and severally indemnify at all times and hold harmless
each Indemnified Party from and against any Losses attributable to (x) any Taxes of any Group Company for all taxable periods ending on or before the
Closing and the portion through the end of the Closing for any taxable period that includes (but does not end on) the Closing, (y) all Liability for any
Taxes of any other Person imposed by any Governmental Authority on any Group Company as a transferee, successor, withholding agent, or
accomplice in connection with an event or transaction occurring before the Closing, and (z) all Liability for Taxes attributable to any
misrepresentation or breach of warranty made in Section 9 of SCHEDULE 2 of this Agreement.
38
9.3
Special Indemnity
Notwithstanding anything contained in the Disclosure Schedule, each Indemnifying Party shall jointly and severally indemnify at all times and hold
harmless each Indemnified Party from and against any and all Losses suffered by such Indemnified Party, directly or indirectly, as a result of, or based
upon or arising from any of the following:
(a)
any failure of any Group Company to obtain or maintain, prior to the Closing, any approvals, permits, certificates, licenses, filings or
registrations required for its respective business and operations as now conducted under applicable Laws and any failure of any Group Company
to conduct its respective business in compliance with applicable Laws or Governmental Orders; and
(b)
any violation, infringement or misappropriation of any Intellectual Properties of any other Person by the Warrantors.
9.4
Indemnity Limitations
Except to the extent arising as a direct result of fraud, willful misconduct or willful concealment by any Warrantor (as the case may be),
notwithstanding the foregoing provisions, (i) any Indemnified Party shall be entitled to seek indemnification with respect to any Loss after the
aggregate amounts of Losses as a result of, or based upon or arising from any inaccuracy in or breach or nonperformance of any of the representations,
warranties, covenants or agreements made by any Warrantor in or pursuant to this Agreement or any Losses indemnifiable pursuant to Sections 9.1, 9.2,
and 9.3 are greater than or equal to US$1,000,000; (ii) the aggregate indemnification liability of the Warrantors under this Agreement with respect to
the Investor (including all of its relevant Indemnified Parties) shall be capped at the sum of the Subscription Price and the aggregate amount of the
Additional Closing Subscription Price of each then outstanding Special Bond (if any); (iii) the Founder Parties shall bear and assume the relevant
indemnification liability only when all the Group Companies fail to satisfy the relevant indemnification liability pursuant to this Agreement in full
within thirty (30) days after the claim is duly filed; and (iv) the aggregate indemnification liability of the Founder Parties under this Agreement with
respect to the Investor (including all of its relevant Indemnified Parties) shall be limited to the amount equal to the then fair market value of all the
Ordinary Shares held by the Founder Parties in the Company as of the date of this Agreement, which such fair market value shall be determined by the
Board in good faith.
10. TERMINATION
10.1 Prior to the Closing Date, any Party (except as otherwise provided below in this Section 10.1) shall have the right (but not obligation) to terminate this
Agreement by delivering a written notice to the other Parties upon the occurrence of any of the following events:
(a)
(b)
by mutual written consent of the Parties;
the Closing does not occur on or before September 1, 2018, in which event the Party responsible for the non-occurrence of the Closing shall not
have the right to terminate;
39
(c)
(d)
any Warrantor or Chargor breaches any provision of any Transaction Document to which it is a party in any material aspect, and such breach, if
capable of being cured, is not cured within thirty (30) days after the date of written notification of such breach, in which event only the Investor
has the right to terminate; and
the Investor breaches any Transaction Document to which it is a party in any material aspect, and such breach, if capable of being cured, is not
cured within thirty (30) days after the date of written notification of such breach, in which event only the Warrantors have the right to terminate.
10.2 Effect of Termination
If this Agreement is validly terminated pursuant to the provisions of this Section 10, then this Agreement shall become void and have no further effect;
provided, however, that no Party shall be relieved from any liabilities for a breach of this Agreement or for any misrepresentation hereunder, nor shall
such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or
misrepresentation; provided further that the provisions of Sections 1, 8, 11, 12 and 13 shall survive the termination.
11. GOVERNING LAW AND DISPUTE RESOLUTION
11.1 Governing law. The Agreement is governed by and shall be construed in all respects in accordance with the Laws of Hong Kong.
11.2 Dispute Resolution.
(a)
(b)
Unless otherwise provided in the definition of “Material Adverse Effect” under Section 1.1, any dispute, controversy or claim (each, a “Dispute”)
arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration
upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other.
The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with
the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force when the Arbitration Notice is
submitted in accordance with the HKIAC Rules. There shall be three (3) arbitrators, who shall be qualified to practice law in Hong Kong. The
claimants in the Dispute shall nominate one (1) arbitrator and the respondents in the Dispute shall nominate one (1) arbitrator. If either party fails
to designate an arbitrator within thirty (30) days from the date of the Arbitration Notice, HKIAC shall appoint the arbitrator. The HKIAC Council
shall appoint the third arbitrator, who shall serve as the presiding arbitrator. Failing such designation within thirty (30) days from the
confirmation of the second arbitrator, HKIAC shall appoint the presiding arbitrator.
(c)
The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this
Section 11.2, including the provisions concerning the appointment of the arbitrators, the provisions of this Section 11.2 shall prevail.
40
(d)
(e)
(f)
Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access
to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality
obligations binding on such party.
The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent
jurisdiction for enforcement of such award.
The arbitral tribunal shall decide any Dispute submitted by the parties to the arbitration strictly in accordance with the substantive Laws of Hong
Kong (without regard to principles of conflict of Laws thereunder) and shall not apply any other substantive Law.
(g) Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the
constitution of the arbitral tribunal.
(h) During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the
part in dispute and under adjudication.
12. NOTICES
12.1 Any notice or other communication to be given under this Agreement shall be in writing and may be delivered in person, or sent by e-mail, prepaid
mail (or airmail if sent to another country) or facsimile to the relevant Party at its address appearing in this Agreement as follows:
(a)
in the case of the Group Companies and the Founder Parties at:
Address
Tel
E-mail
Attention
: No. 3111 He Chuan Road, 3rd Floor of Building 3, Shanghai, PRC
: +86 21 8011 9168
: *****
: Vivian WANG (汪薇薇); Helen ZHANG (张岚)
(b)
in the case of the Investor at:
Address
Fax
E-mail
Attention
: 10th Floor Tower B, CEC Plaza, 3 Dan Ling Street, Haidian District, 100080, Beijing, the People’s Republic of China
: +86 (10) 5985-7400
: *****
: HUANG Jing
41
or at such other addresses or facsimile number as it may notify to the other Parties under this Section 12.
12.2 Unless there is evidence that it was received earlier, a notice or communication is deemed given if:
(a)
(b)
(c)
(d)
delivered in person, when left at the address referred to in Section 12.1;
sent by prepaid registered post or courier, three (3) Business Days (or five (5) Business Days if sent by airmail) after posting it;
sent by electronic mail, on the day such notice or communication is sent (unless the sender receives an automatic return email message that the
original message was undeliverable), if such day is a Business Day and if sent during normal business hours of the recipient, otherwise the next
Business Day; and
sent by facsimile, on the day such notice or communication is sent by properly addressing, and sending such notice or communication through a
transmitting organization, with a written confirmation of delivery, if such day is a Business Day and if sent during normal business hours of the
recipient, otherwise the next Business Day.
13.
MISCELLANEOUS
13.1
13.2
13.3
Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding
upon the respective successors and permitted assigns of the Parties whose rights or obligations hereunder are affected by such terms and conditions.
Notwithstanding the foregoing, this Agreement, and the rights and obligations hereunder, shall not be assigned without the mutual written consent of
each of the Parties, except that the Investor may, at any time, assign to its Affiliates, its rights and obligations under this Agreement, the Bond, the
Special Bonds, and any other Transaction Documents, and the Parties agree that to the extent of such assignment, such assignee Affiliate shall be
deemed to have the same rights and benefits under the Transaction Documents as the Investor hereunder.
Severability. In case any provision of the Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected thereby. If, however, any provision of this Agreement shall be invalid, illegal, or unenforceable
under any such applicable Laws in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of
such Law.
Further Assurances. Upon the terms and subject to the conditions herein, each of the Parties hereto agrees to use its reasonable best efforts to take or
cause to be taken all action, to do or cause to be done, to execute such further instruments, and to assist and cooperate with the other Parties hereto in
doing, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by this Agreement and the other Transaction Documents (it being understood that no Party shall be
obligated to grant any waiver of any condition or other waiver hereunder).
42
13.4
13.5
13.6
Fees and Expenses. Each Party shall be responsible for its own legal, financial, administrative and other costs and expenses incurred in connection
with financial, legal and business due diligence and the negotiation, execution, delivery and performance of this Agreement and other Transaction
Documents.
Finder’s Fees. Each Party warrants to the other Parties hereto that it has retained no finder or broker in connection with the transactions contemplated
by this Agreement and other Transaction Documents and hereby agrees to indemnify and to hold harmless the other Parties hereto from and against
any Liability for any commission or compensation in the nature of a finder’s fee of any broker or other Person or firm (and the costs and expenses of
defending against such Liability or asserted Liability) for which the indemnifying Party or any of its employees or representatives are responsible.
Entire Agreement. This Agreement and the other Transaction Documents constitute the entire agreement of the Parties with respect to the subject
matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the Parties with respect to the subject
matter hereof and thereof.
13.7 Variations. No amendment, change or addition hereto shall be effective or binding on either Party unless made in writing and executed by each of the
Company and the Investor.
13.8 No Partnership. Nothing in this Agreement shall constitute, or be deemed to constitute, a partnership, joint venture, association, agency or other
cooperative entity between the Parties or any of them.
13.9
Rights Cumulative. The rights, powers and remedies contained in this Agreement are cumulative and not exclusive of any rights or remedies provided
by Law.
13.10 Time. Time shall be of the essence of this Agreement both as regards any dates, times and periods mentioned and as regards any dates, times and
periods which may be substituted for them in accordance with this Agreement.
13.11 Remedies. The failure to exercise or the delay in exercising any right, power or remedy provided by Law or under this Agreement shall not operate to
impair the same or be construed as a waiver thereof and no single or partial exercise of any such right, power or remedy shall prevent any further or
other exercise of the same or the exercise of any other right, power or remedy.
13.12 No Waiver. No waiver by any Party of any requirement of this Agreement or of any remedy or right under this Agreement shall have effect unless
given by notice in writing signed by such Party. No waiver of any particular breach of the provisions of this Agreement shall operate as a waiver of
any repetition of such breach.
43
13.13 Counterparts. This Agreement may be executed in any number of counterparts (whether original or PDF counterparts) each executed by one or more
Parties but, taken together, they shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by email (PDF)
shall be as effective as delivery of a manually executed counterpart of this Agreement.
13.14 No Immunity. None of the Parties shall be entitled to claim immunity from legal proceedings with respect to itself or any of its assets on the grounds
of sovereignty under any Law or in any jurisdiction where an action may be brought for the enforcement of any of the obligations arising under or
relating to this Agreement. To the extent that any Party or any of its assets has or hereafter may acquire any right to immunity from set-off, legal
proceedings, attachment prior to judgement, other attachment or execution of judgement on the grounds of sovereignty, such Party hereby
irrevocably waives such rights to immunity on the grounds of sovereignty in respect of its obligations arising under or relating to this Agreement.
[The remainder of this page has been left intentionally blank]
44
IN WITNESS WHEREOF, the Parties have duly executed this Investment Agreement as of the date first above written.
COMPANY:
For and on behalf of
TTP CAR INC.
By: /s/ Weiwei WANG
Name: Weiwei WANG (汪薇薇)
Title: Director
FOUNDER PARTIES:
Weiwei WANG (汪薇薇汪薇薇 )
/s/ Weiwei WANG
For and on behalf of
GOLD REGENT INVESTMENT LIMITED
By: /s/ Weiwei WANG
Name: Weiwei WANG (汪薇薇)
Title: Director
For and on behalf of
GOLD INFINITY HOLDINGS LIMITED
By: /s/ Weiwei WANG
Name: Weiwei WANG (汪薇薇)
Title: Director
IN WITNESS WHEREOF, the Parties have duly executed this Investment Agreement as of the date first above written.
HK COMPANY:
For and on behalf of
TTP CAR (HK) LIMITED
By: /s/ Weiwei WANG
Name: Weiwei WANG (汪薇薇)
Title: Director
PRC DOMESTIC COMPANIES:
For and on behalf of
SHANGHAI JINPAI E-COMMERCE CO., LTD. (Official Seal)
上海谨拍电子商务有限公司 ) (盖章盖章 )
(上海谨拍电子商务有限公司
By: /s/ Weiwei WANG
Name: Weiwei WANG (汪薇薇)
Title: Legal Representative
For and on behalf of
SHANGHAI JINWU AUTO TECHNOLOGY CONSULTANT CO., LTD. (Official Seal)
上海谨务汽车技术咨询有限公司 ) (盖章盖章 )
(上海谨务汽车技术咨询有限公司
By: /s/ Weiwei WANG
Name: Weiwei WANG (汪薇薇)
Title: Legal Representative
IN WITNESS WHEREOF, the Parties have duly executed this Investment Agreement as of the date first above written.
PRC DOMESTIC COMPANIES:
For and on behalf of
SUQIAN TTP CAR TECHNOLOGY CO., LTD. (Official Seal)
宿迁天天拍车汽车科技有限公司 ) (盖章盖章 )
(宿迁天天拍车汽车科技有限公司
By: /s/ Weiwei WANG
Name: Weiwei WANG (汪薇薇)
Title: Legal Representative
For and on behalf of
TTP CAR (JIANGSU) FINANCE LEASING CO., LTD. (Official Seal)
天天拍车（江苏）融资租赁有限公司 ) (盖章盖章 )
(天天拍车（江苏）融资租赁有限公司
By: /s/ Weiwei WANG
Name: Weiwei WANG (汪薇薇)
Title: Legal Representative
For and on behalf of
SHANGHAI ANTUO OLD VEHICLE BROKER CO., LTD. (Official Seal)
上海安拓旧机动车经纪有限公司 ) (盖章盖章 )
(上海安拓旧机动车经纪有限公司
By: /s/ Weiwei WANG
Name: Weiwei WANG (汪薇薇)
Title: Legal Representative
IN WITNESS WHEREOF, the Parties have duly executed this Investment Agreement as of the date first above written.
PRC DOMESTIC COMPANIES:
For and on behalf of
SHANGHAI JINHAN COMMERCE INFORMATION CONSULTING CO., LTD. (Official Seal)
上海谨汉商务信息咨询有限公司 ) (盖章盖章 )
(上海谨汉商务信息咨询有限公司
By: /s/ Weiwei WANG
Name: Weiwei WANG (汪薇薇)
Title: Legal Representative
IN WITNESS WHEREOF, the Parties have duly executed this Investment Agreement as of the date first above written.
INVESTOR:
For and on behalf of
AUTOHOME INC.
By: /s/ Min Lu
Name: Min Lu
Title: Chairman of the Board and Chief Executive Officer
Subsidiaries:
Principal Subsidiaries and VIEs of Autohome Inc.
Exhibit 8.1
Cheerbright International Holdings Limited, a British Virgin Islands company
Autohome E-commerce Inc., a Cayman Islands company
Autohome Link Inc., a Cayman Islands company
Autohome Financing Limited, a Cayman Islands company
Autohome (Hong Kong) Limited, a Hong Kong company
Autohome Media Limited, a Hong Kong company
Autohome E-commerce Hong Kong Limited, a Hong Kong company
Autohome Link Hong Kong Limited, a Hong Kong company
Autohome Financing Hong Kong Limited, a Hong Kong company
Beijing Cheerbright Technologies Co., Ltd., a PRC company
Autohome Shanghai Advertising Co., Ltd., a PRC company
Beijing Prbrownies Software Co., Ltd., a PRC company
Beijing Autohome Technologies Co., Ltd., a PRC company
Beijing Autohome Advertising Co., Ltd., a PRC company
Guangzhou Chezhihuitong Advertising Co., Ltd., a PRC company
Guangzhou Autohome Advertising Co., Ltd., a PRC company
Huai’an Prbrownies Software Co., Ltd., a PRC company
Chengdu Prbrownies Software Co., Ltd., a PRC company
Hainan Chezhiyitong Information Technology Co., Ltd., a PRC company
Tianjin Autohome Data Information Technology Co., Ltd., a PRC company
Autohome Zhejiang Advertising Co., Ltd., a PRC company
Beijing Kemoshijie Technology Co., Ltd., a PRC company
Beijing Chezhiying Software Co., Ltd., a PRC company
Beijing Chezhiying Technology Co., Ltd., a PRC company
Beijing Haochezhijia E-Commerce Co., Ltd., a PRC company
Autohome (Tianjin) Automobile Sales Co., Ltd., a PRC company
Variable Interest Entities:
Beijing Autohome Information Technology Co., Ltd., a PRC company
Beijing Shengtuo Autohome Advertising Co., Ltd., a PRC company
Beijing Shengtuo Chengshi Advertising Co., Ltd., a PRC company
Shanghai Tianhe Insurance Brokerage Co., Ltd., a PRC company
Shanghai You Che You Jia Advertising Co., Ltd., a PRC company
Beijing Shengtuo Hongyuan Information Technology Co., Ltd., a PRC company
Beijing Autohome Used Car Appraisal Co., Ltd., a PRC company
Beijing Autohome Used Car Brokerage Co., Ltd., a PRC company
Exhibit 12.1
Certification by the Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Min Lu, certify that:
1. I have reviewed this annual report on Form 20-F of Autohome Inc. (the “Company”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4. The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by this
annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
5. The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent function):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control
over financial reporting.
Date: April 12, 2019
By:
Name:
Title:
/s/ Min Lu
Min Lu
Chairman of the Board and Chief Executive Officer
Exhibit 12.2
Certification by the Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Jun Zou, certify that:
1. I have reviewed this annual report on Form 20-F of Autohome Inc. (the “Company”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4. The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by this
annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
5. The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent function):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control
over financial reporting.
Date: April 12, 2019
By:
Name:
Title:
/s/ Jun Zou
Jun Zou
Chief Financial Officer
Certification by the Principal Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the annual report of Autohome Inc. (the “Company”) on Form 20-F for the year ended December 31, 2018 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Min Lu, Chief Executive Officer of the Company, hereby certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Exhibit 13.1
Date: April 12, 2019
By:
Name:
Title:
/s/ Min Lu
Min Lu
Chairman of the Board and Chief Executive Officer
Certification by the Principal Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the annual report of Autohome Inc. (the “Company”) on Form 20-F for the year ended December 31, 2018 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Jun Zou, chief financial officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Exhibit 13.2
Date: April 12, 2019
By:
Name:
Title:
/s/ Jun Zou
Jun Zou
Chief Financial Officer
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-196006 and No. 333-219032) of Autohome Inc. of
our report dated April 12, 2019 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this
Form 20-F.
Exhibit 15.1
/s/PricewaterhouseCoopers Zhong Tian LLP
Beijing, the People’s Republic of China
April 12, 2019
通 商 律 師 事 務 所
Commerce & Finance Law Offices
6F NCI Tower, A12 Jianguomenwai Avenue,
Chaoyang District, Beijing, PRC; Postcode: 100022
Tel:(8610) 65693399 Fax: (8610) 65693838
Website: www.tongshang.com
Exhibit 15.2
April 12, 2019
Autohome Inc.
10th Floor Tower B, CEC Plaza
3 Dan Ling Street
Haidian District, Beijing
The People’s Republic of China
Dear Sir/Madam:
We consent to the reference to our firm under the captions of “Item 3.D—Risk Factors” in Autohome Inc.’s annual report on Form 20-F for the year ended
December 31, 2018, which will be filed with the Securities and Exchange Commission in the month of April 2019, and further consent to the incorporation
by reference of the summaries of our opinions under these captions into Autohome Inc.’s registration statement on Form S-8 (File No. 333-196006) that was
filed on May 16, 2014.
Yours faithfully,
/s/ Commerce & Finance Law Offices
Commerce & Finance Law Offices