CANGO INC.
FORM 20-F
Donnelley Financial
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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, 2021
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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 001-38590
Cango Inc.
(Exact name of Registrant as specified in its charter)
Cayman Islands
(Jurisdiction of incorporation or organization)
8F, New Bund Oriental Plaza II
556 West Haiyang Road, Pudong New Area
Shanghai 200124
People’s Republic of China
(Address of principal executive offices)
Yongyi Zhang, Chief Financial Officer
Telephone: +86 21 3183 5087
Email: ir@cangoonline.com
At the address of the Company set forth above
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
CANGO INC.
CANGO INC.
FORM 20-F
FORM 20-F
Donnelley Financial
Donnelley Financial
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Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
American Depositary Shares, each representing
two Class A ordinary shares
Class A Ordinary Shares, par value US$0.0001
per share*
Trade
symbol
CANG
N/A
Name of each exchange
on which registered
New York Stock Exchange
New York Stock Exchange
* Not for trading, but only in connection with the listing on the New York Stock Exchange of American depositary shares.
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.
206,506,455 Class A ordinary shares were outstanding as of December 31, 2021
72,978,677 Class B ordinary shares were outstanding as of December 31, 2021
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 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 the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☒
Non-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 whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report. ☐
Indicate by check mark which basis of accounting the registration 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 ☐
CANGO INC.
CANGO INC.
FORM 20-F
FORM 20-F
Donnelley Financial
Donnelley Financial
None
None
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If “Other” has been checked in response to the previous question, indicate by check mark which consolidated 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 Securities Exchange Act of
1934). ☐ 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
CANGO INC.
FORM 20-F
Donnelley Financial
START PAGE
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PART I.
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
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 16.
[RESERVED]
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
i
Page
4
4
4
4
89
140
140
167
179
180
181
182
191
192
195
195
195
195
196
196
196
197
197
197
198
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FORM 20-F
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ITEM 16G. CORPORATE GOVERNANCE
ITEM 16H. MINE SAFETY DISCLOSURE
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
PART III.
ITEM 17.
FINANCIAL STATEMENTS
ITEM 18.
FINANCIAL STATEMENTS
ITEM 19.
EXHIBITS
ii
198
198
199
199
199
199
199
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FORM 20-F
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CONVENTIONS THAT APPLY TO THIS ANNUAL REPORT ON FORM 20-F
Except where the context otherwise requires, references in this annual report to:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
“active dealers” are to dealers which have sold at least one car which is funded by a financing transaction facilitated through Cango
platform in the specified period;
“ADSs” are to our American depositary shares, each of which represents two Class A ordinary shares, and “ADRs” are to the American
depositary receipts that evidence our ADSs;
“CAGR” are to compound annual growth rate;
“Can Gu Long” are to Can Gu Long (Shanghai) Information Technology Consultation Service Co., Ltd., a company established under the
law of the PRC and our wholly-owned subsidiary;
“car buyers” are to individuals who have purchased a car;
“China” and the “PRC” are to the People’s Republic of China, excluding, for the purposes of this annual report only, Taiwan, the Hong
Kong Special Administrative Region and the Macao Special Administrative Region;
“consolidated affiliate” are to a subsidiary of Shanghai Cango;
“dealers” are to points of sale that are licensed to engage in retail automobile transactions;
“Didi Chuxing” are to DiDi Global Inc., a company organized under the laws of the Cayman Islands, and its affiliates;
“exposure at risk” are to the amount of outstanding principal of specified financing transactions as of a specified date;
“financial institutions” are to (i) banks and (ii) financing lease companies licensed by the Ministry of Commerce of the PRC;
“financing transactions” are to loans and financing leases; financing transactions facilitated through Cango platform include financing
transactions funded by financial institutions and financing transactions funded by Shanghai Chejia; the “amount of financing transactions”
refer to the principal amount of financing transactions facilitated through Cango platform in a specified period;
“lower-tier cities” are to cities in China that are not tier-one and tier-two cities;
“M1+ overdue ratio” are to (i) exposure at risk relating to financing transactions for which any installment payment is 30 to 179 calendar
days past due as of a specified date, divided by (ii) exposure at risk relating to all financing transactions which remain outstanding as of
such date, excluding amounts of outstanding principal that are 180 calendar days or more past due;
CANGO INC.
FORM 20-F
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•
•
•
•
•
•
•
•
•
•
•
•
•
“M3+ overdue ratio” are to (i) exposure at risk relating to financing transactions for which any installment payment is 90 to 179 calendar
days past due as of a specified date, divided by (ii) exposure at risk relating to all financing transactions which remain outstanding as of
such date, excluding amounts of outstanding principal that are 180 calendar days or more past due;
“MYbank” are to Zhejiang E-Commerce Bank Co., Ltd., a limited liability company established under the laws of the PRC;
“OEMs” are to automotive original equipment manufacturer;
“ordinary shares” are to our Class A ordinary shares, par value US$0.0001 per share, and Class B ordinary shares, par value US$0.0001 per
share;
“registered dealers” are to dealers who are registered with Cango platform;
“RMB” or “Renminbi” are to the legal currency of China;
“Shanghai Cango” are to Shanghai Cango Investment and Management Consultation Service Co., Ltd., a company established under the
law of the PRC and the Group’s consolidated VIE; the Group primarily conducts its operations through Shanghai Cango and Shanghai
Cango’s subsidiaries;
“Shanghai Chejia” are to Shanghai Chejia Financing Lease Co., Ltd. (formerly translated as “Shanghai Autohome Financing Lease Co.,
Ltd.”), a company organized under the law of the PRC and the Group’s consolidated affiliate;
“the Group” are to Cango Inc., Shanghai Cango and their respective subsidiaries;
“tier-one and tier-two cities” refer to (i) tier-one cities in China, namely Beijing, Shanghai, Guangzhou and Shenzhen and (ii) tier-two
cities in China, namely (a) Tianjin and Chongqing, (b) the provincial capital cities except for Guangzhou, Yinchuan, Xining and Lhasa and
(c) several prefecture-level cities, namely, Qingdao, Foshan, Dalian, Ningbo, Suzhou, Wuxi, Xiamen, Dongguan and Wenzhou;
“US$,” “U.S. dollars,” or “dollars” are to the legal currency of the United States;
“VIE” are to variable interest entity;
“we,” “us,” “our company” and “our” are to Cango Inc. and/or its subsidiaries, as the context requires; Cango Inc. is not a Chinese
operating company but a Cayman Islands holding company with operations primarily conducted through contractual arrangements with a
VIE based in China, Shanghai Cango, and the subsidiaries of Shanghai Cango;
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•
•
“WeBank” are to Shenzhen Qianhai WeBank Co., Ltd., a limited liability company established under the laws of the PRC; and
“WP Fintech” are to Warburg Pincus Cango Fintech Investment Company Limited, a British Virgin Islands business company and one of
our principal shareholders.
The translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this annual report were made at a rate of RMB6.3726 to
US$1.00, the exchange rates set forth in the H.10 statistical release of the Federal Reserve Board on December 30, 2021. We make no representation that
the Renminbi or U.S. dollar amounts referred to in this annual report could have been or could be converted into U.S. dollars or Renminbi, as the case
may be, at any particular rate or at all. On April 15, 2022, the noon buying rate for Renminbi was RMB6.3705 to US$1.00.
We listed our ADSs on the New York Stock Exchange under the symbol “CANG” on July 26, 2018.
FORWARD-LOOKING INFORMATION
This annual report on Form 20-F contains statements of a forward-looking nature. All statements other than statements of historical facts are
forward-looking statements. These forward-looking statements are made under the “safe harbor” provision under Section 21E of the Securities
Exchange Act of 1934, as amended, or the Exchange Act, and as defined in the Private Securities Litigation Reform Act of 1995. These statements
involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially
different from those expressed or implied by the forward-looking statements. In some cases, these forward-looking statements can be identified by
words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to”
or other similar expressions. These forward-looking statements relate to, among others:
•
•
•
•
•
our goal and strategies;
our expansion plans;
our future business development, financial condition and results of operations;
our expectations regarding demand for, and market acceptance of, our solutions and services;
our expectations regarding keeping and strengthening our relationships with dealers, financial institutions, insurance brokers and
companies, car buyers and other platform participants; and
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general economic and business conditions.
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We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that
we believe may affect our financial condition, results of operations, business strategy and financial needs.
You should read these statements in conjunction with the risks disclosed in “Item 3. Key Information—D. Risk Factors” of this annual report and
other risks outlined in our other filings with the Securities and Exchange Commission, or the SEC. Moreover, we operate in an emerging and evolving
environment. New risks may emerge from time to time, and it is not possible for our management to predict all risks, nor can we assess the impact of
such risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ materially from those contained in
any 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 any forward-looking statements to reflect
events or circumstances 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 have referred to in this annual report, completely and with the understanding that our actual future results may be
materially different from what we expect.
PART I.
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not Applicable.
ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable.
ITEM 3.
KEY INFORMATION
Our Corporate Structure
Cango Inc. is not a Chinese operating company but a Cayman Islands holding company with operations mainly conducted through Shanghai
Cango, or the consolidated VIE, and its subsidiaries. As we plan to engage in value-added telecommunications services, or VATS, businesses, including
value-added online services for platform participants, in the future, we currently conduct business operations in China through the consolidated VIE, and
rely on contractual arrangements among Can Gu Long, the consolidated VIE and its sharehoders to control the business operation of the consolidated
VIE. Investors in our ADSs do not hold equity interest in the Group’s operating entities in China, but instead hold an equity interest in Cango Inc., a
Cayman Islands holding company. As used in this annual report, “we,” “us,” “our company” and “our” are to Cango Inc. and/or its subsidiaries, “the
Group” refers to Cango Inc., Shanghai Cango and their respective subsidiaries, and “consolidated affiliate” refers to a subsidiary of Shanghai Cango.
4
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FORM 20-F
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We effectively control the consolidated VIE through a series of contractual arrangements with the consolidated VIE, its shareholders and Can Gu
Long, as described in more detail below, which collectively enables us to:
•
•
•
exercise effective control over our consolidated VIE and its subsidiaries;
receive substantially all the economic benefits of our consolidated VIE; and
have an exclusive option to purchase all or part of the equity interests in the equity interest in or all or part of the assets of Shanghai Cango
when and to the extent permitted by PRC law.
These contractual arrangements include equity interest pledge agreements, power of attorney, exclusive business cooperation agreement and
exclusive option agreement. As a result of the contractual arrangements, we are considered the primary beneficiary of these companies for accounting
purposes, and we have consolidated the financial results of these companies in the Group’s consolidated financial statements. However, we do not own
equity interest in Shanghai Cango. Furthermore, Cango Inc., as our holding company, does not conduct operating activities.
We are subject to risks associated with our contractual arrangements with Shanghai Cango. Our company and its investors may never have a direct
ownership interest in the businesses that are conducted by Shanghai Cango. The contractual arrangements may not be as effective as direct ownership in
providing us with control over Shanghai Cango. If Shanghai Cango or its shareholders fail to perform their respective obligations under these
contractual arrangements, we could be limited in our ability to enforce these contractual arrangements. There are very few precedents and little formal
guidance as to how contractual arrangements in the context of a variable interest entity should be interpreted or enforced under PRC law. If we are
unable to maintain effective control, we would not be able to continue to consolidate the financial results of these entities in the Group’s financial
statements. See “—D. Risk Factors—Risks Relating to Our Corporate Structure—We rely on contractual arrangements with our consolidated VIE and
its shareholders to operate the Group’s business, which may not be as effective as direct ownership in providing operational control and otherwise have a
material adverse effect as to the Group’s business” and “—D. Risk Factors—Risks Relating to Our Corporate Structure—The shareholders of our
consolidated VIE may have potential conflicts of interest with us, which may materially and adversely affect the Group’s business and financial
condition.”
5
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FORM 20-F
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There are also substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules regarding
the status of the rights of our Cayman Islands holding company with respect to its contractual arrangements with Shanghai Cango and its nominee
shareholders. It is uncertain whether any new PRC laws or regulations relating to variable interest entity structures will be adopted or if adopted, what
they would provide. If we or Shanghai Cango is 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 would have broad discretion in accordance with the applicable laws
and regulations to take action in dealing with such violations or failures. The majority of the Group’s assets, along with several material licenses to
conduct business in China, are held by Shanghai Cango and its subsidiaries. In addition, the majority of the Group’s revenues are generated by Shanghai
Cango and its subsidiaries. An event that results in the deconsolidation of Shanghai Cango would have a material effect on the Group’s operations and
cause the value of the ADSs of our company to diminish substantially or even become worthless. See “—D. Risk Factors—Risks Relating to Our
Corporate Structure—If the PRC government deems that the contractual arrangements in relation to our consolidated VIE do not comply with PRC
regulatory restrictions on foreign investment in the relevant industries, 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.”
The Group also faces various legal and operational risks and uncertainties associated with being based in or having its operations primarily in
China and the country’s complex and evolving laws and regulations. For example, the Group faces risks associated with regulatory approvals on
offerings conducted overseas by and foreign investment in China-based issuers, the use of consolidated VIE, anti-monopoly regulatory actions, and
oversight on cybersecurity and data privacy, which may impact the Group’s ability to conduct certain businesses, accept foreign investments, or list on a
U.S. or other foreign exchange outside of China. These risks could result in a material adverse change in the Group’s operations and the value of our
ADSs, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause the value of such securities to
significantly decline. See “—D. Risks Factors— Risks Relating to Doing Business in China.”
Holding Foreign Companies Accountable Act
The Holding Foreign Companies Accountable Act, or the HFCA Act, was enacted in December 2020 and may affect our ability to maintain our
listing on the NYSE. Pursuant to the HFCA Act, if the SEC determines that we are an issuer that has filed audit reports issued by a registered public
accounting firm that has not been subject to inspection for the U.S. Public Company Accounting Oversight Board (PCAOB), or a covered issuer, for
three consecutive years beginning in 2021, the SEC shall prohibit our ADSs from being traded on a national securities exchange or in the
over-the-counter trading market in the United States. As stated in its report dated December 16, 2021, the PCAOB has determined that it is unable to
inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including our auditor as an
independent registered public accounting firm. See “—D. Risks Factors—Risks Relating to Doing Business in China—Due to the enactment of the
HFCA Act, we may not be able to maintain our listing on the NYSE.”
PRC Licenses, Permissions and Approvals
We conduct business operations mainly through the consolidated VIE and its subsidiaries in China. Our operations in China are governed by PRC
laws and regulations. The Group has obtained all requisite permissions and approvals that are material to the Group’s operations in China as of the date
hereof, including the governmental approval for and the license held by Cango Financing to conduct financing guarantee service, as well as the license
held by Fushun Insurance Brokerage Co., Ltd. to conduct insurance brokerage service. See “Item 4. Information on the Company—B. Business
Overview—PRC Licenses, Permits and Approvals” for more details.
6
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In connection with our previous issuance of securities to foreign investors, under current PRC laws, regulations and regulatory rules, as of the date
of this annual report, we, our subsidiaries, Shanghai Cango and consolidated affiliates, (i) have not received any requirement from competent PRC
governmental authorities to obtain permissions from the China Securities Regulatory Commission, or the CSRC, (ii) have not received any requirement
from competent PRC governmental authorities to go through cybersecurity review by the Cyberspace Administration of China, or the CAC, and
(iii) have not received or were denied such requisite permissions by any PRC authority. However, the PRC government has recently indicated an intent
to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, and we cannot assure
you that the relevant PRC government authorities will reach the same conclusion. Given the significant amount of discretion held by local PRC
authorities in interpreting, implementing and enforcing relevant rules and regulations, as well as other factors beyond our control, we cannot assure you
that we have obtained or will be able to obtain and maintain all requisite licenses, permits, filings and registrations. See “—D. Risk Factors—Risks
Relating to Doing Business in China—There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations,
including sudden or unexpected changes in policies, laws and regulations.”
Cash Transfers within Our Corporate Structure
Cango Inc. is a Cayman Islands holding company with operations mainly conducted through Shanghai Cango, or the consolidated VIE, and its
subsidiaries.
We have established controls and procedures for cash flows within the Group. Each transfer of cash between our Cayman Islands holding
company, a subsidiary, the consolidated VIE, or the consolidated affiliates is subject to internal approval.
For the years ended December 31, 2019, 2020 and 2021, our company did not provide any capital contribution to our subsidiaries. For the years
ended December 31, 2019, 2020 and 2021, our company provided loans of US$55 million, nil and US$21 million, net, respectively, to our subsidiaries,
and received repayments of nil, US$117 million and nil, net, respectively. For the years ended December 31, 2019, 2020 and 2021, our company paid
cash dividends of RMB257 million, RMB267 million and RMB955 million (US$150 million) to U.S. investors.
For the years ended December 31, 2019, 2020 and 2021, the consolidated VIE and its consolidated affiliates provided capital contributions of
RMB1,001 million, nil and RMB200 million (US$31 million), respectively, to other subsidiaries of the consolidated VIE. For the years ended
December 31, 2019, 2020 and 2021, the consolidated VIE and its consolidated affiliates provided loans of RMB550 million, RMB1,540 million and
RMB365 million (US$57 million), respectively, to other subsidiaries of the consolidated VIE.
7
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-LPF-453
22.3.29.0
RHK muruv0tv
HKG
22-Apr-2022 03:33 EST
ˆ2001CSqkb!##TSt4†Š
8*
0C
2001CSqkb!##TSt4
56257 TX 8
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ESS
Page 1 of 1
When the consolidated VIE declares and distributes profits to us, such payments will be subject to withholding tax, which will increase our tax
liability and reduce the amount of cash available to our company.
Restrictions on Transfer of Funds
For restrictions and limitations on our ability to distribute earnings from our businesses, including our subsidiaries and the consolidated VIE, to us
and investors, please see “—D. Risk Factors—Risks Relating to Doing Business in China—We may rely on dividends and other distributions on equity
paid by our PRC subsidiary to fund offshore cash and financing requirements. Any limitation on the ability of our PRC subsidiary to make payments to
us may have a material adverse effect on our ability to conduct our business,” “—D. Risk Factors—Risks Relating to Doing Business in China—We are
subject to restrictions on currency exchange” and “—D. Risk Factors—Risks Relating to Doing Business in China—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 the initial public offering to make loans to our PRC subsidiary and our consolidated VIE, or to make additional capital contributions to
our PRC subsidiary.” For Cayman Islands, PRC and United States federal income tax considerations in connection with an investment in our ADSs and
Class A ordinary shares, see “Item 10. Additional Information—E. Taxation.”
Summary Financial Information Related to the VIE
The following condensed consolidated financial statement information presents information related to Cango Inc., or the Parent, which is a
Cayman Islands holding company, the consolidated VIE and our subsidiaries as of December 31, 2019, 2020 and 2021 and for 2019, 2020 and 2021.
The following tables presents the condensed consolidated schedule of results of operation data for the periods indicated.
For the year ended December 31, 2021
Parent
VIE
Subsidiaries
Eliminating
adjustments
Consolidated
total
Revenue
Income from subsidiaries and VIE
Net (loss)/income
8
(RMB in thousands)
— 3,921,688 28
—
37,717
(8,662)
— (29,055)
(29,055)
— 3,921,716
—
(8,544)
29,055
(8,544)
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101153
22.3.29.0
RHK lauli1hk
HKG
26-Apr-2022 04:44 EST
ˆ2001CSqkb@f827jedŠ
14*
0C
2001CSqkb@f827jed
56257 TX 9
XHT
ESS
Page 1 of 1
For the year ended December 31, 2020
Parent
VIE
Subsidiaries
Eliminating
adjustments
Consolidated
total
Revenue
Income from subsidiaries and VIE
Net income/(loss)
Revenue
Income from subsidiaries and VIE
Net income/(loss)
— 2,052,432
59,992
3,369,518 399,367
(RMB in thousands)
—
— —
(59,992)
(339,375) (59,992)
— 2,052,432
—
3,369,518
For the year ended December 31, 2019
Parent
VIE
Subsidiaries
Eliminating
adjustments
Consolidated
total
— 1,440,069
—
(RMB in thousands)
—
—
396,273
(396,273)
390,914 353,559 42,714 (396,273)
— 1,440,069
—
390,914
The following tables presents the condensed consolidated schedule of balance sheets data as of the dates indicated.
Parent
VIE
Subsidiaries
Eliminating
adjustments
Consolidated
total
As of December 31, 2021
Cash and cash equivalents
Restricted cash
Total current assets
Investment in subsidiaries
Total non-current assets
Total assets
Total liabialities
Total equity
Total liabialities and equity
9
(RMB in thousands)
45,602
—
—
857,888 531,317
61,293
—
1,434,807
—
61,293
3,277,922 4,430,825 1,245,038 (1,345,855)
7,607,930
3,717,140
— (3,717,140)
—
—
3,339,174
165,534 (3,845,055)
3,717,140 3,301,555
6,995,062 7,732,380 1,410,572 (5,190,910) 10,947,104
3,956,537
6,990,567 4,092,981
6,990,567
6,995,062 7,732,380 1,410,572 (5,190,910) 10,947,104
4,495 3,639,399 1,345,873 (1,033,230)
64,699 (4,157,680)
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-LPF-453
22.3.29.0
RHK muruv0tv
HKG
22-Apr-2022 03:39 EST
ˆ2001CSqkb!#&pra4AŠ
10*
0C
2001CSqkb!#&pra4A
56257 TX 10
XHT
ESS
Page 1 of 1
Cash and cash equivalents
Restricted cash
Total current assets
Investment in subsidiaries
Total non-current assets
Total assets
Total liabialities
Total equity
Total liabialities and equity
Parent
VIE
Subsidiaries
Eliminating
adjustments
Consolidated
total
As of December 31, 2020
—
(RMB in thousands)
114,893 1,003,740 308,267.00
—
9,693
1,426,900
—
9,693
—
8,899,050
4,783,237 4,198,149 1,549,470 (1,631,806)
—
3,596,658
— (3,596,658)
—
3,596,658 3,209,332
3,246,883
179,705 (3,738,812)
8,379,895 7,407,481 1,729,175 (5,370,618) 12,145,933
4,686.00 3,439,852 1,639,750 (1,313,564) 3,770,724.00
8,375,209 3,967,629 89,425.00 (4,057,054)
8,375,209
8,379,895 7,407,481 1,729,175 (5,370,618) 12,145,933
The following tables presents the condensed consolidated schedule of cash flow data for the periods indicated.
For the year ended December 31, 2021
Net cash used in operating activities
Net cash provided by/(used in) investing activities
Net cash (used in)/provided by financing activities
Effect of exchange rate fluctuation on cash and cash equivalents
Net change in cash
Opening cash balance
Ending cash balance
Net cash (used in)/provided by operating activities
Net cash provided by/(used in) investing activities
Net cash (used in)/provided by financing activities
Effect of exchange rate fluctuation on cash and cash equivalents
Net change in cash
Opening cash balance
Ending cash balance
10
Eliminating
adjustments
Consolidated
total
Parent
VIE
(10,186) (374,887)
2,150,227 744,833
(1,391,602) (554,832)
(9,510)
(55)
742,995 (184,941)
(262,665)
114,893 1,891,733 308,266
45,601
857,888 1,706,792
Subsidiaries
(RMB in thousands)
(404,391)
—
(19,318)
2,661,223
(353,190) 119,353
(1,946,434)
119,353 (119,353)
(15,009)
—
—
295,389
— 2,314,892
2,610,281
—
(5,444)
For the year ended December 31, 2020
Eliminating
adjustments
Consolidated
total
VIE
Parent
456,659
(310,709)
(19,238)
(13,001) (626,884)
(81,039)
(71,082)
—
113,711 (779,005)
Subsidiaries
(RMB in thousands)
(621,612)
18,273
—
(493,563)
(14,464) (854,719)
(380,822)
854,719
(853,750)
(36,094)
—
(16,856)
—
(1,532,091)
(866,797)
— 3,846,983
1,182 2,670,738 1,175,063
2,314,892
—
308,266
114,893 1,891,733
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN18
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!ia5@Ne<Š
8*
0C
2001CSqkb!ia5@Ne<
56257 TX 11
XHT
ESS
Page 1 of 1
For the year ended December 31, 2019
Parent
VIE
Eliminating
adjustments
Consolidated
total
Subsidiaries
(RMB in thousands)
20,073
(210,160)
422,895
—
(2,989) 405,811
(1,198,406)
(604,084) (782,482)
398,320
730,548
(274,666) 1,004,220 399,314 (398,320)
11,517
—
—
(33,446)
— 3,880,429
3,846,983
—
(880)
208,347
966,716
1,182 2,670,738 1,175,063
—
(869,342) 627,549
870,524 2,043,189
12,397
Net cash (used in)/provided by operating activities
Net cash (used in)/provided by investing activities
Net cash (used in)/provided by financing activities
Effect of exchange rate fluctuation on cash and cash equivalents
Net change in cash
Opening cash balance
Ending cash balance
A.
[Reserved]
B.
Capitalization and Indebtedness
Not Applicable.
C.
Reasons for the Offer and Use of Proceeds
Not Applicable.
11
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN18
22.3.29.0
RHK pf_rend
HKG
D.
Risk Factors
Summary of Risk Factors
20-Apr-2022 04:20 EST
ˆ2001CSqkb!iaCjc44Š
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Page 1 of 1
Investing in our ADSs involves significant risks. You should carefully consider all of the information in this annual report before making an
investment in the ADSs. Below please find a summary of the principal risks we face, organized under relevant headings:
Risks Relating to Our Industry and Business
Risks and uncertainties relating to our business and industry include, but are not limited to, the following:
•
•
•
•
•
•
•
•
•
•
we have a limited operating history in an emerging and fast growing market. Our historical financial and operating performance may not
be indicative of our future prospects and results of operations;
the COVID-19 pandemic has adversely affected, and may continue to adversely affect our results of operations;
we may not be able to effectively manage business growth, control expenses or implement business strategies, in which case the Group
may be unable to maintain high quality services or compete effectively;
the Group may not be able to successfully expand or maintain or effectively manage relationships with existing network of dealers;
our success depends on the ability to attract prospective car buyers;
the Group relies on a limited number of financial institutions to fund the financing transactions and any adverse change in the relationships
with such financial institutions may materially and adversely impact our business and results of operations;
the Group may fail to maintain relationships with online automotive advertising platforms and to effectively manage such relationships;
OEMs may not continue to participate on Cango platform;
the Group operates in a market where the credit infrastructure is still at an early stage of development. Information received from third
parties concerning a prospective car buyer may be outdated, incomplete or inaccurate, which may compromise the accuracy of the Group’s
credit assessment; and
the Group relies on credit assessment model and credit assessment team in evaluating credit applications. The current risk management
system may not be able to exhaustively assess or mitigate all risks to which the Group is exposed.
Risks Relating to Our Corporate Structure
Risks and uncertainties relating to our corporate structure include, but are not limited to, the following:
•
we rely on contractual arrangements with our consolidated VIE and its shareholders to operate the Group’s business, which may not be as
effective as direct ownership in providing operational control and otherwise have a material adverse effect as to the Group’s business;
12
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN18
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!iaKRpeNŠ
3*
0C
2001CSqkb!iaKRpeN
56257 TX 13
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ESS
Page 1 of 1
•
•
•
•
any failure by our consolidated VIE or its shareholders to perform their obligations under our contractual arrangements with them would
have a material adverse effect on our business;
the shareholders of our consolidated VIE may have potential conflicts of interest with us, which may materially and adversely affect the
Group’s business and financial condition;
if the PRC government deems that the contractual arrangements in relation to our consolidated VIE do not comply with PRC regulatory
restrictions on foreign investment in the relevant industries, 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; and
contractual arrangements in relation to our consolidated VIE may be subject to scrutiny by the PRC tax authorities and they may determine
that our consolidated VIE owes additional taxes, which could negatively affect the Group’s financial condition and the value of your
investment.
Risks Relating to Doing Business in China
We are subject to risks and uncertainties relating to doing business in China in general, including, but are not limited to, the following:
•
•
•
•
•
changes in the political and economic policies of the PRC government may materially and adversely affect the Group’s business, financial
condition and results of operations and may result in our inability to sustain the Group’s growth and expansion strategies;
there are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations, including sudden or unexpected
changes in policies, laws and regulations;
the M&A Rules establishes complex procedures for acquisitions conducted by foreign investors that could make it more difficult for the
Group to grow through acquisitions;
uncertainties exist with respect to the interpretation and implementation of the Foreign Investment Law and its implementing rules and
how they may impact our business, financial condition and results of operations; and
PRC regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners or our
PRC subsidiary to liability or penalties, limit our ability to inject capital into our PRC subsidiary or limit our PRC subsidiary’s ability to
increase its registered capital or distribute profits.
13
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN18
22.3.29.0
RHK pf_rend
HKG
Risks Relating to Our ADSs
Risks relating to our ADSs, include, but not limited to, the following:
20-Apr-2022 04:20 EST
ˆ2001CSqkb!iaR5$4iŠ
3*
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2001CSqkb!iaR5$4i
56257 TX 14
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Page 1 of 1
•
•
•
•
•
we received a notice of non-compliance with continued listing standards from the NYSE for our ADSs. If we are unable to avoid the
delisting of our ADSs from the NYSE, it could have a substantial effect on the trading price and liquidity of our ADSs;
the trading price of our ADSs may be volatile, which could result in substantial losses to you;
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;
we may not pay additional cash dividends, so you may not receive any return on your investment unless you sell your Class A ordinary
shares or ADSs for a price greater than that which you paid for them; and
substantial future sales or perceived potential sales of our ADSs in the public market could cause the price of our ADSs to decline.
Risks Relating to Our Industry and Business
We have a limited operating history in an emerging and fast growing market. Our historical financial and operating performance may not be
indicative of our future prospects and results of operations.
The automotive and mobility markets, including the automotive finance market, in the PRC are relatively new and at an early stage of
development. While such markets have undergone significant growth in the past few years, there is no assurance that the markets can continue to grow
as rapidly. As part of the Group’s business, the Group offers automobile trading solutions, automotive financing facilitation services and after-market
services facilitation to various participants in the automotive transaction value chain, including dealers, financial institutions, insurance brokers and
companies, car buyers and other industry participants. Helping more industry participants to recognize the value of the Group’s services is critical to
increase the number and amount of financing transactions, automobile trading transactions and insurance transactions on Cango platform and to the
success of the Group’s business.
14
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN18
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!ia=6jeÀŠ
3*
0C
2001CSqkb!ia=6je
56257 TX 15
XHT
ESS
Page 1 of 1
The Group’s business was launched in 2010 with a limited operating history. We may not have sufficient experience to address the risks to which
companies operating in new or rapidly evolving markets may be exposed. We have limited experience in several aspects of the Group’s business
operation, such as automobile trading solutions, after-market services facilitation and the development of long-term relationships with platform
participants, such as dealers, financial institutions, insurance brokers and companies and car buyers. The laws and regulations governing the automotive
finance industry in the PRC are still at a nascent stage and subject to further changes and interpretation. As the market, the regulatory environment or
other conditions evolve, the Group’s existing solutions and services may not continue to deliver the expected business results. As the Group’s business
develops or in response to competition, the Group may continue to introduce new services, make adjustments to existing services, credit assessment
model, business model or operations in general. For example, the Group started to significantly expand its automobile trading solutions in the third
quarter of 2020. In connection with such services, the Group purchases cars from OEMs based on orders from dealers and on-sell cars to the relevant
dealers. The Group’s abilities to retain dealers, financial institutions, insurance brokers and companies and other platform participants and to attract new
platform participants are also critical to its business. Any significant change to the business model or failure to achieve the intended business results may
have a material and adverse impact on the Group’s financial condition and results of operations. Therefore, it may be difficult to effectively assess the
Group’s future prospects.
You should consider the Group’s business and prospects in light of the risks and challenges the Group encounters or may encounter given the
rapidly-evolving market in which it operates and its limited operating history. These risks and challenges include the Group’s ability to, among other
things:
•
•
•
•
•
•
•
•
•
offer automotive financing solutions to a growing number of car buyers;
maintain and enhance the relationships and business collaboration with dealers, financial institutions, insurance brokers and companies and
other platform participants;
charge competitive service fees to platform participants while driving the growth and profitability of business;
maintain low overdue ratios of financing transactions facilitated through Cango platform;
comply with complex and evolving laws and regulations;
improve operational efficiency;
attract, retain and motivate talented employees, particularly sales and marketing, risk management as well as research and development
personnel to support business growth;
enhance technology infrastructure to support business growth and maintain system security and the confidentiality of the information
provided and collected across the system;
navigate economic conditions and fluctuations;
15
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN18
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!iadlheÈŠ
3*
0C
2001CSqkb!iadlhe¨
56257 TX 16
XHT
ESS
Page 1 of 1
•
•
successfully implement business strategies and offer new services, such as automobile trading solutions; and
defend the Group against legal and regulatory actions, such as actions involving intellectual property or data privacy claims.
The COVID-19 pandemic has adversely affected, and may continue to adversely affect our results of operations.
The COVID-19 pandemic significantly affected the Chinese economy in the first half of 2020. In an effort to halt the COVID-19 pandemic, the
PRC government placed significant restrictions on travel within China and closed certain businesses, and governments outside of China have halted or
sharply curtailed the movement of people, goods and services to and from China since late January 2020. Moreover, the COVID-19 outbreak has
become a global pandemic and affected regions outside of China, such as Europe and North America. The COVID-19 pandemic adversely affected our
results of operations in the first half of 2020. The Group’s revenue decreased from RMB688.0 million for the first half of 2019 to RMB520.1 million for
the first half of 2020, which was primarily due to a decrease in the amount of financing transactions facilitated through Cango platform. We also
experienced an uptick in delinqeuncy rates. M1+ and M3+ overdue ratios were 1.59% and 0.84%, respectively, as of June 30, 2020, as compared to
0.85% and 0.40%, respectively, as of December 31, 2019.
Concerns about the COVID-19 outbreak and its potential impact on the Chinese economy have created uncertainty about the overall demand for
automobiles, which could have negative implications for automotive and mobility markets. Since March 2022, major outbreaks of the Omicron variant
of COVID-19 have occurred in many parts of China. These outbreaks have resulted in lockdowns, highway closures and other restrictive measures
across China, which have caused severe hardships to countless dealers and consumers. The Group expects to experience a significant year-on-year
decrease in revenue for the second quarter of 2022. Furthermore, as the Omicron outbreaks have interrupted the Group’s collection efforts and affected
car buyers’ ability to make repayments, the Group is likely to experience an uptick in delinquency rates in the second quarter of 2022. As a result, the
Group’s net loss on risk assurance liabilities would also increase. While we continue to assess the impact from the COVID-19 pandemic, we are unable
to accurately predict the full impact of COVID-19 on the Group’s business, results of operations, financial position and cash flows due to numerous
uncertainties, including the severity of the disease, the duration of the outbreak, additional actions that may be taken by governmental authorities, as
well as the further impact on dealers, financial institutions, insurance brokers and companies, car buyers and other industry participants.
We may not be able to effectively manage business growth, control expenses or implement business strategies, in which case the Group may be
unable to maintain high quality services or compete effectively.
The Group experienced fluctuations in revenue growth historically. The COVID-19 pandemic had an adverse impact on the Group’s business,
results of operations and financial condition for the first half of 2020. Despite the impact of the COVID-19 pandemic, the Group experienced
year-on-year revenue growth in 2020 due to the recovery of the automotive market in the second half of 2020 and the significant expansion of its
automotive transaction services since the third quarter of 2020. We believe that future growth and expansion will depend on the macroeconomic
environment, as well as the ability to develop new sources of revenue, attract new car buyers, collaborate with additional financial institutions, retain
and expand dealer network, maintain and grow the relationships with OEMs, capture growth opportunities in new geographies, implement marketing
strategies and compete against existing and future competitors. There can be no assurance that any of the above will be achieved.
16
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN18
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!iakd4e4Š
3*
0C
2001CSqkb!iakd4e4
56257 TX 17
XHT
ESS
Page 1 of 1
To manage future growth and expansion, and to maintain profitability, we anticipate that we will need to implement a variety of new and upgraded
operational and financial systems, procedures and controls, including improving the technology infrastructure as well as accounting and other internal
management systems. We will also need to further expand, train, manage and motivate the workforce and manage the relationships with platform
participants. All of these endeavors involve risks and will require substantial management efforts and skills and significant additional expenditures. Our
further expansion may divert management, operational or technological resources from existing business operations. In addition, future expansion may
require us to penetrate into new cities in China, where we may have difficulty in satisfying local market demands and regulatory requirements. We
cannot assure you that we will be able to successfully maintain historical growth rate or implement future business strategies effectively, and failure to
do so may materially and adversely affect our business, financial condition, results of operations and future prospects.
The Group may not be able to successfully expand or maintain or effectively manage relationships with existing network of dealers.
As of December 31, 2021, the Group had a network of 45,930 registered dealers across China. Such extensive dealer network is a foundation of
Cango platform, and the Group closely collaborates with these registered dealers in providing services to financial institutions and car buyers. The
Group plans to expand existing dealer network, including by further penetrating existing markets and expanding geographic coverage. As China is a
large and diverse market, business practices and demands may vary significantly by region and the experience in the markets in which the Group
currently operates may not be applicable in other parts of China. As a result, the Group may not be able to leverage such experience to expand dealer
network into other parts of China. Furthermore, the efforts to expand into new geographical markets and attract new dealers to Cango platform may
impose considerable burden on the sales, marketing and general managerial resources. If the Group is unable to manage these expansion efforts
effectively, if these expansion efforts take longer than planned or if the costs for these efforts exceed expectations, the Group’s results of operations may
be materially and adversely affected.
The relationships with existing registered dealers are not exclusive, and there can be no assurance that they will maintain their level of
participation on Cango platform. Dealers may find the amount of commissions currently offered to be unattractive. The Group also offers various
solutions and services to dealers, including operating an automobile trading platform to source cars for dealers, facilitate car trading amongst dealers and
source car buyers online to facilitate purchases from existing registered dealers. However, the registered dealers may not utilize these solutions and
services or such solutions and services may not bring the expected benefits to dealers. Dealer participation on Cango platform may also be affected by
various factors that are beyond our control, including the decrease in popularity of the car models offered by these registered dealers. A decrease in the
number of car buyers referred by these registered dealers or a reduced level of dealers’ utilization of other solutions and services could materially and
adversely affect our business, financial condition and results of operations.
17
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN18
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:21 EST
ˆ2001CSqkb!iapyxe\Š
3*
0C
2001CSqkb!iapyxe\
56257 TX 18
XHT
ESS
Page 1 of 1
The Group manages its dealer network through three models, namely self-operated sales model, dealer financial manager model and sales agent
model. Under the self-operated sales model, the Group’s in-house sales team is responsible for explaining the terms of automotive financing solutions to
prospective car buyers and assisting them to complete credit applications. Under the other two models, which collectively accounted for 5.1% of the
number of registered dealers in the Group’s dealer network as of December 31, 2021, the Group relies on dealer financial managers, who are employees
of dealers, and third-party sales agents for direct interaction with prospective car buyers. Each of such dealers and third-party sales agents may
collaborate with multiple providers of automotive financing solutions, and they may promote automotive financing solutions offered by competitors
more actively. Furthermore, dealer financial managers and sales agents may misrepresent or omit key terms of the Group’s automotive financing
solutions or otherwise fail to meet the expected quality and service standards, which would harm the Group’s reputation. The Group’s recourse against
dealers and sales agents may be limited in the event their misconduct or negligence has caused harm, and the Group may encounter significant
difficulties in enforcing its contractual rights.
Since dealers and sales agents do not bear credit risk, they may refer prospective car buyers without regard to such individuals’ creditworthiness.
For example, they may refer prospective car buyers who have been turned down by other financing solutions providers to Cango platform, and such
prospective car buyers may be of poor credit quality. Certain dealers and sales agents may even assist fraudulent car buyers in preparing credit
applications. Failure to detect prospective car buyers with poor credit quality or fraudulent car buyers who are referred by dealers and sales agents may
lead to higher overdue ratios and/or suffer damage in existing relationships with financial institutions. To manage such risk, the Group monitors existing
registered dealers and sales agents on an ongoing basis, identify parties associated with higher levels of delinquency and terminate those which the
Group believes present significant credit risk to it. However, such risk management policy may not be effective and may also contribute to significant
turnovers among existing registered dealers and sales agents. Significant turnovers may require the Group to devote considerable resources in
identifying and screening new dealers and/or sales agents, which could have an adverse impact on operational efficiency.
Our success depends on the ability to attract prospective car buyers.
In 2020 and 2021, the amount of financing transactions facilitated through Cango platform was RMB27.7 billion and RMB30.1 billion (US$4.7
billion), respectively. The growth of the Group’s automotive financing facilitation business depends on the ability to attract prospective car buyers. In
order to expand the base of car buyers, the Group must continue to invest significant resources in the development of new solutions and services and
build the relationships with financial institutions, dealers, insurance brokers and companies and other platform participants. The ability to successfully
launch, operate and expand solutions and services and to improve user experience to attract prospective car buyers depends on many factors, including
the ability to anticipate and effectively respond to changing interests and preferences of car buyers, anticipate and respond to changes in the competitive
landscape, and develop and offer solutions and services that address the needs of car buyers on Cango platform. If such efforts in these regards are
unsuccessful, the base of car buyers, and the amount of financing and other transactions facilitated to them, may not increase at the rate we anticipate,
and it may even decrease. As a result, the Group’s business, prospects, financial condition and results of operations may be materially and adversely
affected.
18
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101164
22.3.29.0
RHK lamze0hk
HKG
25-Apr-2022 23:56 EST
ˆ2001CSqkb@cDR@MepŠ
4*
0C
2001CSqkb@cDR@Mep
56257 TX 19
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Page 1 of 1
In addition, in order to attract prospective car buyers, significant resources must be devoted to enhance the experience of car buyers on Cango
platform on an ongoing basis. The Group must enhance the functionality and ensure the reliability of Cango platform, and continually enhance the speed
for processing credit applications without compromising risk management function. If the Group fails to provide superior customer service or address
complaints of car buyers on Cango platform in a timely manner, the Group may fail to attract prospective car buyers as to its solutions and services, the
number of financing transactions facilitated may decline.
In the meantime, the Group also seeks to maintain the relationships with existing car buyers and cross-sell new solutions and services, such as
insurance and wealth management products. However, there can be no assurance that the Group will be able to maintain or deepen such relationships.
The Group relies on a limited number of financial institutions to fund the financing transactions and any adverse change in the relationships with
such financial institutions may materially and adversely impact our business and results of operations.
The Group relies on a limited number of financial institutions to fund financing transactions to car buyers. As of December 31, 2021, the Group
was in collaboration with 12 third-party financial institutions. In 2021, the amount of financing transactions facilitated was RMB30.1 billion (US$4.7
billion), 96.4% of which was funded by third-party financial institutions. The availability of funding from financial institutions depends on many factors,
some of which are out of our control. Financial institutions may find the Group’s services, such as credit origination, credit assessment or delinquent
asset management, to be ineffective, or the service fees to be too expensive. In addition, regardless of the Group’s risk management efforts, financing
transactions facilitated through Cango platform may nevertheless be considered riskier and may have a higher overdue ratio than financing transactions
funded to car buyers with more established credit histories by traditional financial institutions. The Group has relied on, and may continue to rely on,
three financial institutions, WeBank, MYbank and Bank of Shanghai, to arrange funding for a substantial portion of financing transactions facilitated. In
2021, 16.4%, 41.4% and 31.7% of the amount of financing transactions facilitated through Cango platform was respectively funded (i) under the
co-partnership model, in which the Group partners with WeBank to facilitate financing transactions with funding provided by WeBank and other
financial institutions, (ii) by MYbank under the direct partnership model and (iii) by Bank of Shanghai under the direct partnership model. In 2021,
revenues attributable to these collaborations with WeBank, MYbank and Bank of Shanghai were RMB171.4 million (US$26.9 million),
RMB653.3 million (US$102.5 million) and RMB325.2 million (US$51.0 million), which represented 13.9%, 53.0% and 26.4% of the Group’s
automotive financing facilitation revenues, respectively. For further information as to the arrangements with these financial institutions, see “Item 4.
Information on the Company—B. Business Overview—Relationships with Platform Participants—Financial Institutions.”
19
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN18
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:21 EST
ˆ2001CSqkb!iau5W4YŠ
3*
0C
2001CSqkb!iau5W4Y
56257 TX 20
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Page 1 of 1
There can be no assurance that the Group will be able to rely on such funding arrangements in the future. For example, although the Group
collaborated with several financial institutions under the co-partnership model as of December 31, 2021, any such financial institution may decide to
reduce the amount that it will fund for financing transactions facilitated through Cango platform in the future or discontinue such funding altogether. The
Group continues to identify and expand the number of financial institutions to collaborate with, but there can be no assurance that the number of
financial institutions the Group collaborates with will become increasingly diversified in the future. Given the Group’s current dependence on a
relatively small number of financial institutions, if any such financial institution determines not to collaborate with it or limits the funding that is
available for financing transactions facilitated, or if any such financial institution encounters liquidity issue in general, the Group’s business, financial
condition and results of operations may be materially and adversely affected.
Certain financial institutions the Group collaborates with have limited operating history in automotive financing. Furthermore, the ability to
collaborate with financial institutions may become subject to new regulatory limitations, as the laws and regulations governing the automotive finance
industry and the commercial banking industry in the PRC continue to evolve. The Group may from time to time experience constraints as to the
availability of funds from financial institutions, especially as the business continues to grow and the need for funding increases. Such constraints may
affect user experience, including by limiting the ability to facilitate financing transactions. Such limitations may also restrain the growth of business.
Any prolonged constraint as to the availability of funds from financial institutions may also harm the reputation or result in negative perception of the
services offered, thereby decreasing the willingness of prospective car buyers to seek automotive financing solutions facilitated through Cango platform
or the willingness of dealers and other platform participants to collaborate with the Group.
The Group may fail to maintain relationships with online automotive advertising platforms and to effectively manage such relationships.
The Group collaborates with leading online automotive advertising platforms to tap into the large user base of these platforms. Users who are
interested in the automotive financing solutions on Cango platform are directed to the Group’s call center. The Group’s call center staff further explains
the solutions to the user and assists the user in finding a suitable car in existing dealer network. We view online automotive advertising platforms as
alternative channels to engage car buyers. Such platforms may enter into exclusive business collaboration with competitors, or they may offer
automotive financing solutions of their own and compete with the Group’s business. If the Group was unable to source car buyers through these online
channels or effectively engage such car buyers, the value that Cango platform is able to bring to other participants such as dealers and financial
institutions may be materially and adversely affected, and the Group’s business, financial condition and results of operations may become negatively
impacted as a result.
20
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
OEMs may not continue to participate on Cango platform.
20-Apr-2022 04:20 EST
ˆ2001CSqkb!iZ%%MeŠ
3*
0C
2001CSqkb!iZ%%Me´
56257 TX 21
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ESS
Page 1 of 1
Some of the financing transactions facilitated through Cango platform are part of OEM-sponsored subsidy programs. The Group enables
collaboration between OEMs and financial institutions to design low-interest financing solutions for car buyers. In addition, as part of the automobile
trading solutions, the Group purchases cars from OEMs to facilitate the sale of such cars to its registered dealers. We believe such collaboration with
OEMs makes Cango platform even more attractive to car buyers and dealers, thereby enhancing the network effect. However, there can be no assurance
that the Group will be able to build and grow the relationships with OEMs. OEMs may perceive the Group as a competitor of their affiliated automotive
finance companies or prefer to collaborate with other automotive transaction service platforms. As a result, OEMs may reduce the amount of subsidies
for low-interest financing solutions offered on Cango platform or even terminate such subsidies. The Group plans to broaden the offering of subsidized
financing solutions through collaboration with foreign and sino-foreign joint venture OEMs as well as national banks. As the financing solutions will be
marketed to prospective car buyers with stronger credit profiles, we expect to seize new market opportunities while improving existing credit
performance through such strategy. However, there can be no assurance that we will be able to successfully implement the strategy. OEMs may also
decide not to sell any cars on acceptable terms or at all or limit the number or types of cars that are sold to the Group. Failure to build and grow the
relationships with OEMs could materially and adversely affect the Group’s business, financial condition and results of operations.
The Group operates in a market where the credit infrastructure is still at an early stage of development. Information received from third parties
concerning a prospective car buyer may be outdated, incomplete or inaccurate, which may compromise the accuracy of the Group’s credit
assessment.
China’s credit infrastructure is still at an early stage of development. The Credit Reference Center established by the People’s Bank of China, or
the PBOC, in 2002 has been the only credit reporting system in China. This centrally managed nationwide credit database operated by the Credit
Reference Center only records limited credit information, such as tax payments, civil lawsuits, foreclosures and bankruptcies. Moreover, this credit
database is only accessible to banks and a limited number of market players authorized by the Credit Reference Center and does not support
sophisticated credit scoring and assessment. In 2015, the PBOC announced that it would open the credit reporting market to private sectors with a view
to spurring competition and innovation, but it may be a long-term process to establish a widely-applicable, reliable and sophisticated credit infrastructure
in such current market.
For the purpose of credit assessment, the Group obtains credit information from prospective car buyers, and with their authorization, obtains credit
data from external parties to assess applicants’ creditworthiness. The Group may not be able to source credit data from such external parties at a
reasonable cost or at all. Such credit data may have limitations in measuring prospective car buyers’ creditworthiness. If there is an adverse change in
the economic condition, credit data provided by external parties may no longer be a reliable reference to assess an applicant’s creditworthiness, which
may compromise the Group’s risk management capabilities. As a result, the assessment of a car buyer’s credit profile may not reflect that particular car
buyer’s actual creditworthiness because assessment may be based on outdated, incomplete or inaccurate information. There is also a risk that following
the obtaining a car buyer’s information, the car buyer may have:
•
become delinquent in the payment of an outstanding obligation;
21
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!i=4mb4FŠ
3*
0C
2001CSqkb!i=4mb4F
56257 TX 22
XHT
ESS
Page 1 of 1
•
•
•
defaulted on a pre-existing debt obligation;
taken on additional debt, including pledging the car as collateral for such debt; or
sustained other adverse financial events.
Such outdated, incomplete or inaccurate information could compromise the accuracy of the Group’s credit assessment model and adversely affect
the effectiveness of its control over overdue ratios, in which case the Group’s results of operations will be harmed.
The Group relies on credit assessment model and credit assessment team in evaluating credit applications. The current risk management system may
not be able to exhaustively assess or mitigate all risks to which the Group is exposed.
Credit applications by car buyers are evaluated based on credit assessment conducted by the Group’s credit assessment model, and the credit
assessment team conducts a manual evaluation when necessary. Based on the credit assessment model, certain of the applications are either
automatically approved or automatically rejected. The credit assessment team manually evaluates the rest of the applications. If such credit assessment
model or credit assessment team fail to perform effectively, the Group’s business and results of operations may be materially and adversely affected.
The existing credit assessment model builds on machine learning algorithms including logistic regression and gradient boost decision tree. While
the Group relies on machine learning algorithms to refine such model and system, there can be no assurance that the application of such algorithms will
continue to deliver the expected benefits. In addition, as the Group has a limited operating history, it may not have accumulated sufficient credit data to
optimize such model and system. Even if there are sufficient credit data and the credit assessment model has been tailored for prospective car buyers on
Cango platform for current operation, such data and credit assessment model might not be effective as the Group continues to increase the amount of
financing transactions facilitated through Cango platform, expand the car buyer base and broaden engagement efforts with car buyers generally through
different channels in the future. If existing system contains programming or other errors, if current model is ineffective or if the credit data obtained is
incorrect or outdated, the Group’s credit assessment abilities could be negatively affected, resulting in incorrect approvals or denials of credit
applications.
The Group relies on its credit assessment team to evaluate a substantial portion of credit applications submitted by prospective car buyers. The
reviewers frequently exercise judgments based on their experience and knowledge, and such judgments are subject to errors. In addition, if the Group
fails to retain experienced reviewers or effectively train new reviewers, the Group may be unable to either offer financing solutions to creditworthy car
buyers or maintain low overdue ratios of financing transactions facilitated. To improve operational efficiency, the Group plans to enhance the level of
automation in the credit assessment process. However, such change in the credit assessment process could lead to an increase in overdue ratios, which
would materially and adversely impact the Group’s business and results of operations.
22
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-LPF-453
22.3.29.0
RHK muruv0tv
HKG
22-Apr-2022 03:42 EST
ˆ2001CSqkb!#&wi$4*Š
4*
0C
2001CSqkb!#&wi$4*
56257 TX 23
XHT
ESS
Page 1 of 1
If the Group is unable to maintain low overdue ratios for financing transactions facilitated, the Group’s business and results of operations may be
materially and adversely affected. Historical overdue ratios for financing transactions facilitated may not be indicative of future results.
The Group may not be able to maintain low overdue ratios for financing transactions facilitated through Cango platform, and such overdue ratios
may be significantly affected by economic downturns or general economic conditions beyond its control and beyond the control of individual car
buyers. As a result of the COVID-19 pandemic, the Group experienced an uptick in delinquency rates. M1+ and M3+ overdue ratios were 1.35% and
0.69%, respectively, as of June 30, 2021, as compared to 0.98% and 0.42%, respectively, as of December 31, 2020. M1+ and M3+ overdue ratios
increased to 1.62% and 0.86%, respectively, as of December 31, 2021. We cannot assure you that the Group will be able to maintain low overdue ratios
in the future or that the overdue ratios as of December 31, 2021 are indicative of future credit performance. Overdue ratios for financing transactions
facilitated may deteriorate over time or as the business volume expands, and overdue ratios are also affected by macroeconomic conditions.
Since March 2022, major outbreaks of the Omicron variant of COVID-19 have occurred in many parts of China. These outbreaks have interrupted
the Group’s collection efforts and affected car buyers’ ability to make repayments, and the Group is likely to experience an uptick in delinquency rates in
the second quarter of 2022. Furthermore, the COVID-19 pandemic may continue to adversely affect the Group’s credit performance in the second half
of 2022.
The way how car buyers’ delinquencies affects the Group’s results of operations depends on the funding arrangement for the relevant financing
transactions. The Group is not obligated to bear credit risk for financing transactions funded by certain financial institutions. However, an increased
level of credit losses suffered by such financial institutions with respect to financing transactions facilitated through Cango platform would harm
existing business relationship with them. As of December 31, 2021, the total outstanding balance of financing transactions funded under such
arrangements was RMB8.4 billion (US$1.3 billion), representing 18.0% of the total outstanding balance of financing transactions facilitated.
Under the arrangements with certain other financial institutions, the Group is obligated to purchase the relevant financing receivables upon certain
specified events of default by car buyers. As of December 31, 2021, the total outstanding balance of financing transactions funded by financial
institutions under such arrangements was RMB36.7 billion (US$5.8 billion), representing 78.7% of the total outstanding balance of financing
transactions facilitated. The Group may increase the proportion of financing transactions funded under risk-bearing arrangements in the future. At the
inception of each financing transaction facilitated under such arrangements, the Group recognizes risk assurance liabilities at fair value. The Group
recognizes additional risk assurance liabilities when the car buyer’s default is probable. Accordingly, an increase in overdue ratios of financing
transactions for which the Group is obligated to bear credit risk could have a material adverse impact on its results of operations. The Group’s risk
assurance liabilities were RMB699.0 million (US$109.7 million) as of December 31, 2021, and the amount of performed risk assurance liabilities was
RMB403.4 million (US$63.3 million) in 2021. Furthermore, such fair value estimation of risk assurance liabilities requires a significant degree of
judgment and may not fully reflect the credit quality of the relevant financing transactions. The Group will incur net loss on risk assurance liabilities to
the extent the credit quality of such financing transactions is worse than the estimate at inception.
23
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!i=J8#4oŠ
3*
0C
2001CSqkb!i=J8#4o
56257 TX 24
XHT
ESS
Page 1 of 1
The Group records financing lease receivables in relation to financing leases funded by Shanghai Chejia on the Group’s consolidated balance
sheet. As such, the Group bears credit risk as to such financing leases, and recognizes provision for credit losses in its results of operations. Any increase
in overdue ratios could materially and adversely affect the Group’s business, results of operations and financial condition.
Collection and recovery efforts by the in-house team may become less effective and may also subject us to regulatory risks and reputational risks.
The Group utilizes an in-house team to collect repayment and recover car collaterals. The effectiveness of such collection and recovery efforts is
critical to the business. The Group is not obligated to bear credit risk for financing transactions funded by certain financial institutions. However,
failures in these collection and recovery efforts would harm the business relationship with such financial institutions. Under the arrangements with
certain other financial institutions, the Group is obligated to purchase the relevant financing receivables upon certain specified events of default by car
buyers. In addition, the Group records financing receivables in relation to financing leases funded by Shanghai Chejia on its balance sheet. As such, the
Group bears credit risk as to such financing leases. Failure to collect overdue repayments for the financing transactions facilitated or recover the related
car collaterals will have a material adverse effect on the Group’s business operations and financial position. As the amount of financing transactions
facilitated on Cango platform increases in the future, the Group may devote additional resources into the collection and recovery efforts. However, there
can be no assurance that such collection and recovery efforts will be successful and that such additional resources would be utilized in a cost-efficient
manner.
The Group endeavors to ensure its collection and recovery efforts comply with the relevant laws and regulations in the PRC and has established
strict policies and implemented measures to ensure that the delinquent asset management personnel do not engage in aggressive or predatory practices.
However, there can be no assurance that such personnel will not engage in any misconduct while performing their tasks. Any misconduct by the
delinquent asset management personnel or the perception that the collection and recovery practices are considered to be aggressive, predatory or not
compliant with the relevant laws and regulations in the PRC may result in harm to our reputation and business, which could further undermine the
ability to collect repayments or recover cars from car buyers in default, lead to a decrease in the willingness of prospective car buyers to apply for and
utilize financing transactions facilitated through Cango platform, or result in fines and penalties being imposed by the relevant regulatory authorities,
any of which may have a material adverse effect on our results of operations.
24
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!i=Px9e$Š
3*
0C
2001CSqkb!i=Px9e$
56257 TX 25
XHT
ESS
Page 1 of 1
The service fees for the Group’s automotive financing facilitation services may decline in the future, and any material decrease in such service fees
could harm the Group’s business, financial condition and results of operations.
The Group generates a substantial portion of the revenue from automotive financing facilitation services. Any material decrease in the service fees
from automotive financing facilitation services would have a substantial impact on the Group’s revenue and profit margin. The service fees charged to
financial institutions could be affected by a variety of factors, including the competitive landscape of the automotive finance industry and regulatory
requirements. Such service fees from financial institutions may also be affected by a change over time in the mix of the types of services offered.
Competitors may also offer more attractive service fees, which may require the Group to reduce its service fees to compete effectively.
In addition, such financing facilitation service fees are sensitive to many macroeconomic factors beyond our control, such as inflation, recession,
the state of the credit markets, changes in market interest rates, global economic disruptions, unemployment and fiscal and monetary policies. In the
event that the amount of service fees charged to financial institutions decreases significantly in the future and the Group is not able to adopt any cost
control initiatives, the Group’s business, financial condition and results of operations will be harmed.
Failure to facilitate the sale of cars that the Group purchases for dealers may have a material and adverse effect on the Group’s business, financial
condition and results of operations.
The Group started to significantly expand its automobile trading solutions in the third quarter of 2020. In connection with such services, the Group
purchases cars from OEMs based on orders from dealers and on-sell cars to the relevant dealers. The Group prices cars based on the massive amount of
transaction data associated with providing automotive financing solutions as well as data from facilitating other automotive transactions such as
automobile trading between dealers to efficiently facilitate their sale. The Group has limited experience in the purchase of cars for sale to dealers, and
there is no assurance that the Group will be able to do so effectively. Demand for the cars purchased could change significantly between the time an
order is placed by a dealer and the expected time of sale to the dealer. Demand may be affected by new car launches, product defects, changes in
consumer preference and other factors. Even though the Group requires dealers to pay deposits when ordering cars, dealers may choose to forfeit
deposits and decline to complete the purchases. As a result, the Group faces inventory risk in connection with the cars purchased by it, including the risk
of inventory obsolescence, a decline in values, and significant inventory write-downs or write-offs. The Group may also face increasing costs associated
with the storage of these cars. Any of the above may materially and adversely affect our financial condition and results of operations.
25
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-LPF-453
22.3.29.0
RHK muruv0tv
HKG
22-Apr-2022 03:45 EST
ˆ2001CSqkb!$00do4cŠ
4*
0C
2001CSqkb!$00do4c
56257 TX 26
XHT
ESS
Page 1 of 1
The laws and regulations governing the automotive and mobility industries or other industries related to the Group’s business in the PRC are subject
to further changes and interpretation. If such business practices or the business practices of third parties that the Group collaborates with are
deemed to violate any PRC laws or regulations, our business, financial condition, results of operations and prospects would be materially and
adversely affected.
The Group’s business may be subject to a variety of laws and regulations in the PRC governing the automotive and mobility industries, including
the automotive finance industry. The application and interpretation as to certain of these laws and regulations are currently ambiguous and may be
interpreted and administered inconsistently between the different government authorities and local bureaus. The PRC government may also implement
measures to control credit supply, which would affect the automotive finance industry.
As of December 31, 2021, the Group had not been subject to any material fines or other penalties under any PRC laws or regulations as to its
business operations. However, if the PRC government tightens regulatory framework for the automotive and mobility industries in the future, and
subject industry participants such as the Group to new or specific requirements (including without limitation, capital requirements and licensing
requirements), the Group’s business, financial condition and prospects would be materially and adversely affected. Compliance with existing and future
rules, laws and regulations can be costly and if the Group’s practice is deemed to violate any existing or future rules, laws and regulations, it may face
injunctions, including orders to cease non-compliant activities, and may be exposed to other penalties as determined by the relevant government
authorities as well.
The Office of the Leading Group for Specific Rectification against Online Finance Risks and the Office of the Leading Group for Specific
Rectification against P2P Online Lending Risks jointly issued the Circular on Regulating and Rectifying Cash Loan Business on December 1, 2017, or
Circular 141. Among other things, Circular 141 provides restrictions on banks’ collaboration with third parties in cash loan business. Pursuant to
Circular 141, a bank may not outsource its core business functions, such as credit assessment and risk management, to third parties. Circular 141 also
prohibits a bank participating in loan facilitation transactions from accepting credit enhancement services from a third party which has not obtained any
license or approval to provide guarantees, including credit enhancement service in the form of a commitment to assume default risks. In addition, a bank
may not permit its service provider in cash loan business to collect interest or fees from borrowers. There is still uncertainty as to the interpretation and
application of the requirements in Circular 141. The opening paragraph of Circular 141 states, in relevant parts, that while the growth of cash loan
business “has helped certain groups in society satisfy their needs for normal consumption credit to a certain extent, it has created several significant
problems including, among other things, over-borrowing, repetitive credit approvals, improper collection practice, excessively high interest rates and
intrusions on personal privacy, posing relatively large financial risk and societal risk.” While this statement suggests that the regulatory authorities are
primarily concerned about abuses in the cash loan industry, it is uncertain whether any requirements in Circular 141 may be applicable to the automotive
finance industry. In connection with the automotive financing facilitation business, the Group provides credit assessment service to financial institutions
and the financial institutions make ultimate credit decisions. Under the arrangements with certain financial institutions, the Group is obligated to
purchase the relevant financing receivables upon certain specified events of default by car buyers. If the relevant regulatory authorities determine that
Circular 141 is applicable to the automotive finance industry, and the abovementioned business is deemed to be in violation of Circular 141, the Group
could be subject to penalties and/or be required to significantly change such business model.
26
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!i=dFj4>Š
3*
0C
2001CSqkb!i=dFj4>
56257 TX 27
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Page 1 of 1
The Group operates insurance brokerage business through Fushun Insurance Brokerage Co., Ltd., a subsidiary of our consolidated VIE. The
insurance brokerage business is highly regulated in China, and the regulatory regime continues to evolve. The China Banking and Insurance Regulatory
Commission, or the CBIRC, has extensive authority to supervise and regulate the insurance industry in China and has been enhancing its supervision
over this industry in recent years, and new laws, regulations and regulatory requirements have been promulgated and implemented from time to time.
The Group faces challenges brought by these new laws, regulations and regulatory requirements, as well as significant uncertainties in the interpretation
and application thereof. The Group might be required to spend significant time and resources in order to comply with any material changes in the
regulatory environment, which could trigger significant changes to the competitive landscape of the insurance brokerage business and we may lose some
or all of our competitive advantages during this process. Moreover, the CBIRC and its local branches may conduct various examinations and inspections
on the Group’s insurance brokerage business operations from time to time, which could cover a broad range of aspects, including financial reporting, tax
reporting, internal control and compliance with applicable laws, rules and regulations. If any non-compliance incidents in the Group’s insurance
brokerage business operation are identified, the Group may be required to take certain rectification measures in accordance with applicable laws and
regulations, or be subject to other administrative penalties.
On August 1, 2019, the General Office of the State Council promulgated the Guiding Opinions on Promoting the Well-regulated and Sound
Development of the Platform Economy, or the Guiding Opinions on Platform Economy, which provide that the establishment of financial institutions,
operation of financial activities, provision of financial information intermediary and transaction matching services shall be subject to entry
administration according to the related laws and regulations. Due to the lack of further interpretations of the Guiding Opinions on Platform Economy, it
is uncertain whether the Group will be deemed as providing “financial information intermediary and transaction matching services” under the Guiding
Opinions on Platform Economy and be subject to entry administration. We cannot assure you that the Group will not be required in the future by the
relevant governmental authorities to obtain additional approvals or licenses in this regard, and that such approvals or licenses will be obtained in a
timely manner if required. Inability to obtain such approvals or licenses on a timely basis could have an adverse impact on the Group’s business.
Shanghai Cango may be deemed to operate financing guarantee business by the PRC regulatory authorities.
The State Council promulgated the Regulations on the Administration of Financing Guarantee Companies, or the Financing Guarantee Rules, on
August 2, 2017 which became effective on October 1, 2017. Pursuant to the Financing Guarantee Rules, “financing guarantee” refers to the activities in
which guarantors provide guarantee to the guaranteed parties as to loans, bonds or other types of debt financing, and “financing guarantee companies”
refer to companies legally established and operating financing guarantee business. According to the Financing Guarantee Rules, the establishment of
financing guarantee companies shall be subject to the approval by the competent government authority, and unless otherwise stipulated, no entity may
operate financing guarantee business without such approval. If any entity violates these regulations and operates financing guarantee business without
approval, the entity may be subject to penalties including ban or suspension of business, fines of RMB500,000 to RMB1,000,000, confiscation of illegal
gains if any, and if the violation constitutes a criminal offense, criminal liability shall be imposed in accordance with the law.
27
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
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On April 2, 2018, the CBIRC, together with several other governmental authorities, jointly adopted (i) the Administrative Measures for the
Financing Guarantee Business Permit, (ii) Measures for Measuring the Outstanding Amount of Financing Guarantee Liabilities, (iii) Administrative
Measures for the Asset Percentages of Financing Guarantee Companies and (iv) Guidelines on Business Cooperation between Banking Financial
Institutions and Financing Guarantee Companies, or the Four Supporting Measures of the Financing Guarantee Rules, which further stipulates that
“financing guarantee business” under the Four Supporting Measures of the Financing Guarantee Rules, among other things, includes “guarantee
business related to loans,” which refers to the activities whereby a guarantor provides guarantee for loans, online lending, financial leasing, commercial
factoring, bill acceptance, letters of credit or other forms of debt financing. Furthermore, the CBIRC, together with several other governmental
authorities, jointly issued the Supplementary Provisions on the Supervision and Administration of Financing Guarantee Companies on October 9, 2019,
which provide that car dealers and car sales service providers shall not operate the business of providing guarantees for car consumption loans without
the approval of competent regulatory authorities, and institutions providing client recommendation, credit evaluation and other services for lending
institutions shall not provide financing guarantee services or provide such services in a disguised form without necessary approval from competent
government authorities. If an institution without any financing guarantee business permit is engaged in the financing guarantee business, it shall be
prohibited from continuing such unlicensed financing guarantee business and ordered to settle its remaining guarantee business properly. If the aforesaid
institution intends to continue the financing guarantee business, it shall establish a financing guarantee company in accordance with applicable laws to
conduct the financing guarantee business.
Under the arrangements with certain financial institutions, Shanghai Cango and Cango Financing Guarantee Co., Ltd., or Cango Financing, one of
the wholly-owned subsidiaries of Shanghai Cango, are obligated to purchase the relevant financing receivables upon certain specified events of default
by car buyers. As of December 31, 2021, the total outstanding balance of financing transactions funded by financial institutions under such arrangements
was RMB36.7 billion (US$5.8 billion), representing 78.7% of the total outstanding balance of financing transactions facilitated through Cango platform.
Due to the lack of further interpretations of the aforementioned rules related to financing guarantee business, there is still uncertainty as to the exact
scope and application of “operating financing guarantee business” and “providing financing guarantee services in a disguised form” under such
regulations, and what factors the relevant regulatory authorities may consider in making such a determination. Therefore, it is uncertain whether
Shanghai Cango would be deemed to operate financing guarantee business because of the current arrangements with certain financial institutions. The
Group has utilized Cango Financing, a financing guarantee company established with the approval by the competent government authority governing
the financing guarantee business and with the license to provide financing guarantee services, to provide guarantee for financial institutions in most
cases, while in certain cases Shanghai Cango, which does not hold the license to operate financing guarantee business, still undertakes an obligation to
purchase the relevant financing receivables upon certain specified events of default by car buyers under the arrangements with such financial
institutions. If the relevant regulatory authorities determine that the aforesaid activities of Shanghai Cango under the current arrangements with certain
financial institutions qualify as “operating financing guarantee business” or “providing financing guarantee services in a disguised form,” the Group
may be required to either cease bearing credit risk as part of the arrangements with the financial institutions as described above, or adjust such
arrangements with the financial institutions to the effect that only Cango Financing will bear the credit risk. If the Group is unable to satisfy such
requirement, it may no longer be able to collaborate with the relevant financial institutions, or become subject to penalties, and the Group’s business,
financial condition, results of operations and prospects could be materially and adversely affected.
28
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!i=p2ZeFŠ
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56257 TX 29
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Page 1 of 1
Furthermore, even if the Group successfully changes the arrangements with the financial institutions and only Cango Financing will provide such
credit enhancement services in the future, the outstanding guarantee liabilities of a financing guarantee company may not exceed ten times of its net
assets as required by the Financing Guarantee Rules. If the amount of guarantee liabilities exceeds ten times of Cango Financing’s total net assets, the
Group may be required to increase the total net assets of Cango Financing by means of, among others, increasing the paid-up capital contribution.
However, there can be no assurance that the Group will be able to make such capital contribution timely, or at all. Inability to make such capital
contribution on a timely basis could have an adverse impact on our business.
The Group’s business of facilitating financing transactions between financial institutions and car buyers may constitute provision of intermediary
service, and the agreements with these financial institutions may be deemed as intermediation contracts under the PRC Civil Code.
The Group’s business of facilitating financing transactions by connecting financial institutions and individual car buyers may constitute an
intermediary service, and such services may be deemed as intermediation contracts under the PRC Civil Code. Under the PRC Civil Code, an
intermediary may not claim for service fee and is liable for damages if it conceals any material fact intentionally or provides false information in
connection with the conclusion of an intermediation contract, which results in harm to the client’s interests. See “Item 4. Information on the Company—
B. Business Overview—Regulations—Regulation Related to Intermediation.” Therefore, if the Group fails to provide material information to financial
institutions, or if it fails to identify false information received from car buyers or others and in turn provides such information to financial institutions,
and in either case if the Group is also found to be at fault, due to failure or deemed failure to exercise proper care, such as to conduct adequate
information verification or employee supervision, the Group could be held liable for damage caused to financial institutions as an intermediary pursuant
to the PRC Civil Code. In addition, if the Group fails to complete the obligations under the agreements entered into with financial institutions, the Group
could also be held liable for damages caused to financial institutions pursuant to the PRC Civil Code.
29
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
The Group may not be able to enforce the rights against car buyers.
20-Apr-2022 04:20 EST
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The Group offers car buyers various value-added services associated with purchasing a car with financing. Such services mainly involve
registrations of license plates and collaterals with the relevant government authorities. However, the Group does not enter into written contracts with
some car buyers, and for those the Group had written contracts with, the contract terms are not clear about the service fees charged. In the event a legal
dispute arises between a car buyer and the Group, the Group may not be able to enforce the rights against the relevant car buyer. Failure to enforce such
rights may materially and adversely affect the Group’s business, results of operation and financial condition.
The scale of Shanghai Chejia’s business may be limited by its total net assets.
In September 2013, the Ministry of Commerce, or the MOFCOM, promulgated the Measures for Supervision and Administration of Financing
Lease Enterprises, pursuant to which the risk assets of a financing lease enterprise may not exceed ten times of its total net assets. According to the
Measures for the Administration of Foreign Funded Lease Industry, promulgated by the MOFCOM in 2005 and amended by the MOFCOM in 2015, the
term “risk assets” refers to a company’s total assets, net of cash, bank deposits, Chinese treasury bonds and lease assets held in custody. In April 2018,
the MOFCOM transferred the duties to make rules on the operation and supervision of financing lease companies to the newly formed CBIRC. In May
2020, the CBIRC promulgated the Interim Measures for the Supervision and Administration of Financial Leasing Companies, which provide that the
risk assets of a financing lease enterprise may not exceed eight times of its total net assets, and the term “risk assets” of a financing lease enterprise refer
to its total assets, net of cash, bank deposits, Chinese treasury bonds, and supersede the relevant provision in the abovementioned measures. Please refer
to “Item 4. Information on the Company—B. Business Overview—Regulation—Regulation Related to Financing Lease” for more details. As the
Interim Measures for the Supervision and Administration of Financial Leasing Companies were newly adopted and the governmental authorities may
promulgate more laws, regulations or rules, there are still substantial uncertainties how these new measures will be interpreted and implemented.
Shanghai Chejia funds financing leases for car buyers on Cango platform, and its risk assets consist of financing lease receivables relating to the
financing leases it funds.
Shanghai Chejia is the Group’s consolidated affiliate. The Group may expand the amount of financing leases provided by Shanghai Chejia, which
would increase the amount of financing lease receivables of Shanghai Chejia. When the amount of financing lease receivables exceeds the statutory
limits, the Group may be required to increase the total net assets of Shanghai Chejia by means of, among others, increasing the paid-up capital
contribution. However, there can be no assurance that the Group will be able to make such capital contribution timely, or at all. Inability to make such
capital contribution on a timely basis could have an adverse impact on the Group’s business.
30
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
The Group faces intense competition and it may not be able to compete effectively.
20-Apr-2022 04:20 EST
ˆ2001CSqkb!i=!ZzeSŠ
3*
0C
2001CSqkb!i=!ZzeS
56257 TX 31
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Page 1 of 1
The automotive transaction industry in China is large yet competitive. The Group competes against automotive transaction platforms that connect
various players across the automotive transaction value chain, to facilitate automotive and automotive-related transactions, including automotive
financing. The competitors may offer automotive financing solutions with lower cost and/or deliver better user experience to prospective car buyers.
OEM-sponsored subsidy programs may also compete with the Group’s automotive financing solutions, reduce its market share and adversely affect its
results of operations. We may also in the future face competition from new entrants that will increase the level of competition. We anticipate that more
established companies, including technology companies that possess large, existing user bases, substantial financial resources and sophisticated
technological capabilities may also enter the market in the future. Our competitors may operate different business models, have different cost structures
or participate selectively in different industry segments. They may ultimately prove to be more successful or more adaptable to customer demand and
new regulatory, technological and other developments. Some of the current and potential competitors may have significantly more financial, technical,
marketing and other resources than the Group and may be able to devote greater resources to the development, promotion, sales and support of their
platform, product and solution and service offerings. Competitors may also have longer operating history, greater brand recognition and brand loyalty
and broader or closer relationships with dealers, financial institutions, OEMs or other automotive transaction industry participants than the Group.
Additionally, a current or potential competitor may acquire, or form a strategic alliance with, one or more of the other competitors. These competitors
may be better at developing new products and solutions and services, offering more attractive fees, responding more quickly to new technologies and
undertaking more extensive and effective marketing campaigns. More players may enter the automotive transaction or automotive finance industry and
intensify the market competition. In response to competition and in order to grow or maintain the amount of financing transactions facilitated to car
buyers, the Group may have to lower and/or adjust the various fees charged or pay to the different platform participants, which could materially and
adversely affect the Group’s business, profit margins and results of operations. If the Group is unable to compete with such companies and meet the
need for innovation in the industry, the demand for services on Cango platform could stagnate or substantially decline, which could harm the Group’s
business and results of operations.
If the Group’s new solutions and services do not achieve sufficient market acceptance or provide the expected benefits to platform participants, the
Group’s financial condition, results of operations and competitive position will be materially and adversely affected. New solutions and services may
also subject the Group to regulatory risks.
The Group has incurred and will continue to incur expenses and consume resources to develop and market new solutions and services for platform
participants, including dealers, financial institutions and car buyers. For example, the Group started to significantly expand automobile trading solutions
in the third quarter of 2020. The Group may also develop new solutions and services for other industry participants, such as OEMs and insurance
brokers and companies. New solutions and services must achieve high levels of market acceptance in order for the Group to recoup its investment in
developing, acquiring and bringing them to market.
Existing or new solutions and services and changes to Cango platform could fail to attain sufficient market acceptance for many reasons, including
but not limited to:
•
failure to predict market demand accurately and supply solutions and services that meet this demand in a timely fashion;
31
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-LPF-453
22.3.29.0
RHK muruv0tv
HKG
22-Apr-2022 03:49 EST
ˆ2001CSqkb!$0h5ce4Š
4*
0C
2001CSqkb!$0h5ce4
56257 TX 32
XHT
ESS
Page 1 of 1
•
•
•
•
•
•
•
platform participants may not like, find useful or agree with any changes made;
failure to properly price new solutions and services;
negative publicity about solutions and services or Cango platform’s performance or effectiveness;
failure to seamlessly integrate the Group’s technology system with those of existing or new financial institutions collaborated with;
failure to evaluate credit applications efficiently;
views taken by regulatory authorities that the new solutions and services or platform changes do not comply with PRC laws, rules or
regulations applicable to the Group; and
the introduction or anticipated introduction of competing solutions and services by competitors.
If new solutions and services do not achieve adequate acceptance in the market or provide the expected benefits to platform participants, the
Group’s competitive position, financial condition and results of operations could be harmed. In addition, the Group may incur higher cost and expenses
as a result of new solutions and services. New solutions and services may also subject the Group to additional regulatory or licensing requirements.
Failure by the Group to comply with any such new regulatory or licensing requirements could materially and adversely affect our business and results of
operations.
We are subject to certain risks relating to our strategic partnership with Didi Chuxing.
We have established a strategic partnership with Didi Chuxing, a leading ride-sharing technology company in China. Through a series of equity
investments in the first half of 2018, Didi Chuxing has become a strategic shareholder of our company. For further information, see “Item 6. Directors,
Senior Management and Employees—E. Share Ownership.”
We have collaborated with Didi Chuxing in areas such as automotive financing and insurance facilitation. However, there can be no assurance that
we will successfully maintain and expand our strategic partnership with Didi Chuxing. Furthermore, pursuant to the shareholders agreement, we may
not set up any joint venture, partnership or enter into any strategic cooperation arrangements with certain competitors of Didi Chuxing, for so long as
Didi Chuxing’s shareholding percentage in our company is not lower than five percent. Such restrictions may adversely affect our business, results of
operations and financial condition.
We may need additional capital to pursue business objectives and respond to business opportunities, challenges or unforeseen circumstances, and
financing may not be available on terms acceptable to us, or at all.
Since inception, the Group has issued equity securities and borrowed from financial institutions to support the growth of the Group’s business. As
the Group intends to continue to make investments to support the growth of its business, the Group may require additional capital to pursue its business
objectives and respond to business opportunities, challenges or unforeseen circumstances, including developing new solutions and services, increasing
the amount of financing transactions facilitated through Cango platform, further enhance the risk management capabilities, increasing sales and
marketing expenditures to improve brand awareness and engage car buyers through expanded online channels, enhancing operating infrastructure and
acquiring complementary businesses and technologies. The Group may expand the amount of financing leases provided by Shanghai Chejia, and may
need to make additional capital contribution as a result. Furthermore, the Group may further increase the number of cars purchased from OEMs to
enable registered dealers to access additional car sourcing channels. Accordingly, the Group may need to engage in equity or debt financings to secure
additional funds. However, additional funds may not be available when the Group needs them, on terms that are acceptable to the Group, or at all.
Repayment of the debts may divert a substantial portion of cash flow to repay principal and service interest on such debt, which would reduce the funds
available for expenses, capital expenditures, acquisitions and other general corporate purposes; and the Group may suffer default and foreclosure on its
assets if its operating cash flow is insufficient to service debt obligations, which could in turn result in acceleration of obligations to repay the
indebtedness and limit the Group’s sources of financing.
32
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!ia4s54uŠ
3*
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56257 TX 33
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Page 1 of 1
Volatility in the credit markets may also have an adverse effect on the Group’s ability to obtain debt financing. If we raise additional funds through
further issuances of equity or convertible debt securities, our existing shareholders could suffer significant dilution, and any new equity securities we
issue could have rights, preferences and privileges superior to those of holders of our Class A ordinary shares. If the Group is unable to obtain adequate
financing or financing on terms satisfactory to the Group when the Group requires it, the Group’s ability to continue to pursue its business objectives
and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and the Group’s business, financial
condition, results of operations and prospects could be adversely affected.
Failure to adequately recover value of car collaterals may materially and adversely affect the Group’s results of operations.
All financing transactions facilitated through Cango platform are secured by car collaterals. Change in the residual value of car collaterals
securing these financing transactions may affect their recoverability. How such change affects the Group’s results of operations depends on the funding
arrangement for the relevant financing transaction. The Group is not obligated to bear credit risk for financing transactions funded by certain financial
institutions. Nonetheless, it charges such financial institutions fees for disposals of recovered cars, and such fees are based on a percentage of the
proceeds from disposals. As such, a decrease in residual value of car collaterals results in a decrease in the fee charged for disposals. Under the
arrangements with certain other financial institutions, Shanghai Cango and Cango Financing are obligated to purchase the relevant financing receivables
upon certain specified events of default by car buyers. After purchasing such financing receivables, security interest in the collateral is also transferred to
the Group. The Group incurs losses as residual value of car collaterals declines below the amount the Group expected to recover. In addition, the
Group’s consolidated affiliate Shanghai Chejia directly funds financing leases, in which case security interest in the relevant collaterals belongs to
Shanghai Chejia.
Residual values of car collaterals are often affected by factors beyond the Group’s control. After purchase by a car buyer, a car may suffer damage
from traffic accidents. In addition, the introduction of new car models and overall trend of gradual decrease in used car prices with the age of cars may
cause the residual value of cars to decrease. Restrictions on inter-city or inter-province transfer of used cars imposed by various local government
authorities in China may also result in lower residual value of cars that likely will be transferred to such cities with local transfer restrictions. Although
the central PRC government has issued several official opinions or circulars to prohibit such local restrictions and market segregation, aiming to
stimulate inter-city or inter-province used car trading by deregulation, certain transfer restrictions are still officially allowed. Residual value may also be
adversely affected due to inappropriate handling of the third parties the Group collaborates with, such as warehouses. Existing pricing models may not
be able to capture all factors that may affect the residual value of car collaterals. Significant decrease in residual value of car collaterals may lower the
recoverability of financing transactions and undermine the cost efficiency of the Group’s recovery efforts, which may materially and adversely affect its
results of operations. Furthermore, there can be no assurance that the Group will be able to dispose car collaterals at residual values, or at all.
33
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!iaBaLe+Š
3*
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2001CSqkb!iaBaLe+
56257 TX 34
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Page 1 of 1
Any harm to Cango brand or reputation or any damage to the reputation of financial institutions the Group collaborates with or other third parties
or the automotive finance industry or failure to enhance existing brand recognition could have a material adverse effect on the Group’s results of
operations and growth prospects.
Enhancing the recognition and reputation of Cango brand is critical to the Group’s business and competitiveness. Factors that are vital to this
objective include but are not limited to the ability to:
•
•
•
•
•
•
•
maintain the quality and reliability of Cango platform;
maintain and develop relationships with dealers, financial institutions, insurance brokers and insurance companies;
maintain and develop relationships with OEMs;
provide prospective car buyers and existing car buyers with superior experiences;
enhance and improve credit assessment of car buyers;
effectively manage and resolve any complaints of dealers, financial institutions or car buyers; and
effectively protect personal information and privacy of car buyers and any data received from financial institutions.
Any malicious or inadvertent negative allegations made by the media or other parties about the foregoing or other aspects of the Group, including
but not limited to the management, business, compliance with law, financial condition or prospects, whether with merit or not, could severely hurt the
Group’s reputation and harm the Group’s business and results of operations.
As the automotive finance market in China is under rapid development and the regulatory framework for this market is also evolving, negative
publicity about this industry may arise from time to time. Negative publicity about China’s automotive finance industry in general may also have a
negative impact on the Group’s reputation, regardless of whether the Group has engaged in any inappropriate activities. Furthermore, any negative
development in the automotive finance industry, such as bankruptcies or failures of platforms providing automotive financing solutions, and especially a
large number of such bankruptcies or failures, or negative perception of the industry as a whole, such as any unethical or illegal activity by other
industry players or any failure of platforms providing automotive financing solutions to detect or prevent unethical or illegal activities, even if factually
incorrect or based on isolated incidents, could compromise the Group’s image, undermine the trust and credibility the Group has established and impose
a negative impact on the ability to attract new dealers, financial institutions, car buyers and other platform participants. Negative developments in the
automotive finance industry, such as widespread car buyer defaults, unethical or illegal activities by industry players and/or the closure of platforms
providing automotive financing solutions, may also lead to tightened regulatory scrutiny of the sector and limit the scope of permissible business
activities that may be conducted by companies like the Group. If any of the foregoing takes place, the Group’s business and results of operations could
be materially and adversely affected.
34
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!iaJGa4#Š
3*
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2001CSqkb!iaJGa4#
56257 TX 35
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Page 1 of 1
The Group collaborates with various automotive transaction industry participants in providing solutions and services through Cango platform.
Such participants include dealers, financial institutions, sales agents, insurance brokers and companies and other business partners. In addition, the
Group started to collaborate with sales representatives in 2020 to enhance sales efforts. Such sales representatives introduce the Group’s solutions to
potential car buyers and car owners and generate leads to Cango platform. Negative publicity about such counterparties, including any failure by them to
adequately protect the information of car buyers, to comply with applicable laws and regulations or to otherwise meet required quality and service
standards could harm the Group’s reputation.
Fraudulent activities associated with car buyers could negatively impact the Group’s results of operations, brand and reputation and cause the use
of the Group’s services to decrease.
The Group is subject to the risk of fraudulent activities associated with car buyers, who may provide it with information that is inaccurate or
misleading. The Group does not and may not be able to verify all the information received from car buyers. To the extent the Group verifies car buyers’
information, existing resources, technologies and fraud detection tools may be insufficient to accurately detect and prevent fraud. Furthermore, parties
that handle car buyer information, such as dealers and sales agents, may aid car buyers in committing frauds. A significant increase in fraudulent
activities could negatively affect the results of operations, harm Cango brand and reputation, discourage financial institutions from collaborating with
the Group, reduce the amount of financing transactions facilitated to car buyers and lead the Group to take additional steps to reduce fraud risk, which
could increase the relevant costs. An overall increase of fraudulent activities in the automotive finance market or the consumer finance industry or
incidence of high-profile fraudulent activity could even lead to regulatory intervention and may divert management’s attention and cause the Group to
incur additional expenses and costs. Moreover, inaccurate, misleading or incomplete car buyer information could also potentially subject the Group to
liability as an intermediary under the PRC Civil Code. See “Item 4. Information on the Company—B. Business Overview—Regulations—Regulation
Related to Intermediation.” Although the Group has not been materially affected by fraudulent activities associated with car buyers in the past, there is
still a possibility that such fraudulent activities may materially and adversely affect the Group’s business, financial condition and results of operations in
the future.
35
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-LPF-453
22.3.29.0
RHK muruv0tv
HKG
22-Apr-2022 04:00 EST
ˆ2001CSqkb!$2CVX4#Š
5*
0C
2001CSqkb!$2CVX4#
56257 TX 36
XHT
ESS
Page 1 of 1
Fluctuations in interest rates could negatively affect the Group’s reported results of operations.
The Group charges service fees to financial institutions for facilitating financing transactions. If prevailing market interest rates decline, the
operating margins of financial institutions may decrease, which may force the Group to lower the service fees it is able to charge them. If the Group
does not sufficiently lower such service fees and keep the fees competitive in such instances, financial institutions may decide not to utilize such
services because of the less competitive service fees and may take advantage of lower service fees offered by other companies, and the Group’s ability to
retain, attract and engage prospective financial institutions as well as its competitive position may be severely undermined. On the other hand, if
prevailing market interest rates increase, car buyers would be less likely to finance car purchases with credit or the Group may need to reduce the service
fees to mitigate the impact of increased interest rates, and its financial condition and profitability could also be materially and adversely affected.
Furthermore, relevant regulatory and judicial authorities may change the private lending rate of interest that can be charged by non-financial
institutions from time to time. On August 20, 2020, China’s Supreme People’s Court, or the SPC, announced its decision to lower the cap for such
private lending rate in a revised judicial interpretation. Under the revised judicial interpretation, such total annual percentage rates (inclusive of any
default rate, default penalty and any other fee) exceeding four times that of China’s benchmark one-year loan prime rate, or LPR, as published each
month will not be legally protected. Based on the LPR of 3.7% as published on April 20, 2022, such cap would be 14.8%.
The Group’s quarterly results may fluctuate significantly partly due to seasonality and may not fully reflect the underlying performance of business.
The Group’s quarterly results of operations, including the levels of its revenues, operating cost and expenses, net (loss)/income and other key
metrics, may vary significantly in the future due to a variety of factors, some of which are outside of the Group’s control, and period-to-period
comparisons of the Group’s operating results may not be meaningful, especially given the limited operating history. Accordingly, the results for any one
quarter are not necessarily an indication of future performance. Fluctuations in quarterly results may adversely affect the price of our ADSs. Factors that
may cause fluctuations in the Group’s quarterly financial results include:
•
•
•
•
ability to attract new car buyers;
ability to maintain existing relationships with business partners and establish new relationships with additional business partners, such as
dealers, financial institutions and OEMs;
the amount of financing transactions, automobile trading transactions and insurance transactions on Cango platform;
overdue ratios of financing transactions facilitated;
36
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!iaXuBe/Š
3*
0C
2001CSqkb!iaXuBe/
56257 TX 37
XHT
ESS
Page 1 of 1
•
•
•
•
•
•
•
•
•
the mix of solutions and services offered;
the amount and timing of the Group’s operating cost and expenses and the maintenance and expansion of existing business, operations and
infrastructure;
financial institutions’ willingness and ability to fund financing transactions through Cango platform on reasonable terms;
emphasis on experience of car buyers, instead of near-term growth;
the timing of expenses related to the development or acquisition of technologies or businesses;
proper and sufficient accounting policies with respect to risk assurance liabilities and implementation;
network outages or security breaches;
general economic, industry and market conditions; and
changes in applicable laws and regulations.
In addition, the Group has experienced, and expects to continue to experience, seasonal fluctuations in its revenues and results of operations. Such
revenue trends reflect car purchase patterns by car buyers. Car buyers in China tend to purchase a higher volume of cars in the second half of each year,
in part due to the introduction of new models from automakers. Further, the holiday period following the Chinese New Year is in the first quarter, which
may contribute to lower activity levels in that quarter of each year. As a result of these factors, the Group’s revenues may vary from quarter to quarter.
The Group’s actual results may differ significantly from its targets or estimated quarterly results. Therefore, you may not be able to predict the Group’s
annual results of operations based on a quarter-to-quarter comparison of its results of operations. The quarterly fluctuations in the Group’s revenues and
results of operations could result in volatility and cause the price of our ADSs to fall. As the revenues grow, these seasonal fluctuations may become
more pronounced.
We may not realize the benefits we expect from our investments in certain securities and investment products, and this may materially and adversely
affect our business, financial condition, results of operations and prospects.
We make investments in certain standardized capital instruments issued by financial institutions, including asset-backed securities in which the
underlying assets are financing receivables related to financing transactions facilitated through Cango platform. We have also made short-term
investments in a public company and wealth management products, which are primarily invested in various types of debt securities. As of December 31,
2021, the Group had short-term investments of RMB2,598.9 million (US$407.8 million). We cannot assure you as to the return of our investments and
we may need to continue to recognize losses in connection with these investments, which may have a material adverse effect on our business, financial
condition and results of operations.
37
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!iaccS4ÆŠ
3*
0C
2001CSqkb!iaccS4˘
56257 TX 38
XHT
ESS
Page 1 of 1
Uncertainties relating to the growth of the Chinese automotive and mobility markets in general, and the automotive finance industry in particular,
could adversely affect the Group’s business and results of operations.
The Group generates a substantial portion of its revenue from automotive financing facilitation services, as well as automobile trading solutions.
As a result, the amount of revenue is affected by the development of the automotive and mobility industries in China. The long-term viability and
prospects of various automotive financing and transaction models in China remain relatively untested. As such, demand for the Group’s solutions and
services and future results of operations will depend on numerous factors affecting the development of the automotive and mobility industries in China,
which may be beyond its control. These factors include:
•
•
•
•
•
the growth in car ownership and the rate of any such growth;
changes in car buyer demographics, tastes and preferences;
changing financing behavior of car buyers;
the selection, price and popularity of cars offered by dealers and OEMs; and
whether alternative channels or business models that better address the needs of car buyers emerge in China.
A general decline in the use of and demand for cars, or any failure to adapt Cango platform and maintain and improve the experience of various
platform participants as to the solutions and services in response to new trends and requirements, may adversely affect our results of operations and
business prospects.
In August 2014, several PRC governmental authorities jointly announced that from September 2014 to December 2017, purchases of new energy
cars designated on certain catalogs will be exempted from the purchase taxes. In April 2015, several PRC governmental authorities also jointly
announced that from 2016 to 2020, purchasers of new energy cars designated on certain catalogs will enjoy subsidies. In December 2016, relevant PRC
governmental authorities further adjusted the subsidy policy for new energy cars. In January 2022, relevant governmental authorities announced that
subsidies for new energy vehicle purchases in 2022 will be generally lowered by 30%, and such subsidies will be eliminated at the end of 2022. We
cannot predict whether similar incentives will be introduced, and if they are, their impact on automotive retail transactions in China. It is possible that
automotive retail transactions may decline significantly upon expiration of the existing government subsidies if consumers have become used to such
incentives and delay purchase decisions in the absence of new incentives. If automotive retail transactions indeed decline, the Group’s revenues may
decrease, and its results of operations may be materially and adversely affected.
38
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!iaiJfegŠ
3*
0C
2001CSqkb!iaiJfeg
56257 TX 39
XHT
ESS
Page 1 of 1
Some local governmental authorities also issued regulations and relevant implementation rules in order to control urban traffic and the number of
cars within particular urban areas. For example, local Beijing governmental authorities adopted regulations and relevant implementing rules in
December 2010 to limit the total number of license plates issued to new car purchases in Beijing each year. Local Guangzhou governmental authorities
also announced similar regulations, which came into effect in July 2013. There are similar policies that restrict the issuance of new license plates in
Shanghai, Tianjin, Hangzhou, Guiyang and Shenzhen. In September 2013, the State Council released a plan for the prevention and remediation of air
pollution, which requires large cities, such as Beijing, Shanghai and Guangzhou, to further restrict the number of motor vehicles. In October 2013, the
Beijing government issued an additional regulation to limit the total number of vehicles in Beijing to no more than six million by the end of 2017. Such
regulatory developments, as well as other uncertainties, may adversely affect the growth prospects of China’s automotive and mobility industries, which
in turn may have a material adverse impact on our business.
The COVID-19 pandemic significantly impacted the Chinese economy in 2020, including the Chinese automotive and mobility markets. The
COVID-19 pandemic may continue to affect the Chinese automotive and mobility markets in the future, which would in turn have a material adverse
impact on our business.
Any significant disruption in the Group’s IT systems, including events beyond control, could prevent the offering of solutions and services through
Cango platform or reduce their attractiveness and result in a loss of car buyers, financial institutions and other platform participants.
In the event of a system outage, malfunction or data loss, the ability to provide services would be materially and adversely affected. The
satisfactory performance, reliability and availability of the Group’s technology and underlying network infrastructure are critical to the operations, user
service, reputation and ability to attract new and retain existing car buyers and financial institutions. The Group’s IT systems infrastructure is currently
deployed, and relevant data is currently maintained through a customized cloud computing system. The Group’s servers are housed at third-party data
centers, and its operations depend on the service providers’ ability to protect such systems in their facilities as well as their own systems against damage
or interruption from natural disasters, power or telecommunications failures, air quality issues, environmental conditions, computer viruses or attempts
to harm these systems, criminal acts and similar events, many of which may be beyond control. Many of the Group’s mobile applications are also
provided through third-party app stores and any disruptions to the services of these app stores may negatively affect the delivery of such mobile
applications to users. Moreover, if the arrangement with these service providers are terminated or if there is a lapse of service or damage to their
facilities or if the services are no longer cost-effective, the Group could experience interruptions in solutions and service as well as delays and additional
expense in arranging new automotive financing solutions for car buyers and to serve other platform participants. The ability to exchange information
with financial institutions and obtain credit data from third parties could also be interrupted.
39
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!iaopi4MŠ
3*
0C
2001CSqkb!iaopi4M
56257 TX 40
XHT
ESS
Page 1 of 1
Any interruptions or delays in service, whether as a result of third-party error, the Group’s error, natural disasters or security breaches, whether
accidental or willful, could harm the relationships with car buyers and financial institution and other platform participants and the Group’s reputation.
The Group may not have sufficient capacity to recover all data and services lost in the event of an outage. These factors could prevent it from processing
credit applications and other business operations, damage Cango brand and reputation, divert employees’ attention, reduce revenue, subject us to liability
and cause car buyers and financial institutions and other platform participants to abandon solutions and services on Cango platform, any of which could
adversely affect the Group’s business, financial condition and results of operations.
Technology is a critical aspect in the efficient operation of the Group’s business, and if any of the Group’s systems contain undetected errors, or if
the Group fails to effectively implement technology initiatives or anticipate future technology needs or demands, the Group’s operations may be
materially and adversely affected.
The efficient and reliable operation of the Group’s business depends on technology as well as the Group’s IT systems. The Group’s systems,
enterprise applications and software on which the Group depends for the operation of its business may contain programming errors or other defects that
the Group’s internal testing did not detect. The occurrence of such undetected errors or defects in the Group’s systems and software could disrupt
operations, damage reputation and detract from the experience of users.
In addition, the Group’s future success depends on its ability to anticipate technology development trends and identify, develop and commercialize
new technology initiatives in a timely and cost-effective manner in order to deliver services demanded by platform participants. However, the Group
may fail to recruit, train and retain qualified research and development personnel, and there can be no assurance that the Group will be able to
implement new technology initiatives effectively, or that the Group will be successful in anticipating new technology needs and demands of customers
and of the market at large. Moreover, it may take an extended period of time for the Group’s new technologies and services to gain market acceptance, if
at all. If the Group fails to effectively implement technology initiatives or anticipate future technology needs or demands, its operations may materially
and adversely affected.
Misconducts and errors by employees and third parties collaborated with could harm the Group’s business and reputation.
The Group is exposed to many types of operational risks, including the risk of misconduct and errors by employees and third-party business
partners collaborated with. The Group’s business depends on these employees and third parties, such as dealers, financial institutions, sales agents and
sales representatives, to interact with car buyers, process large numbers of transactions and support the collection process. The Group could be
materially and adversely affected if transactions are improperly executed, if personal information was disclosed to unintended recipients or if an
operational breakdown or failure in the processing of transactions occurred, whether as a result of human error, purposeful sabotage or fraudulent
manipulation of the Group’s operations or systems. It is not always possible to identify and deter misconduct or errors by employees or third-party
business partners, and the precautions the Group takes to detect and prevent this activity may not be effective in controlling unknown or unmanaged
risks or losses. If any of the employees or third-party business partners take, convert or misuse funds, documents or data or fail to follow the rules and
procedures when interacting with car buyers, the Group could be liable for damages and subject to regulatory actions and penalties. The Group could
also be perceived to have facilitated or participated in the illegal misappropriation of funds, documents or data, or the failure to follow existing rules and
procedures, and therefore be subject to civil or criminal liability. Any of these occurrences could result in the Group’s diminished ability to operate its
business, potential liability to car buyers, inability to attract car buyers, reputational damage, regulatory intervention and financial harm, which could
negatively impact the Group’s business, financial condition and results of operations.
40
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN07
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!iZ#luewŠ
3*
0C
2001CSqkb!iZ#luew
56257 TX 41
XHT
ESS
Page 1 of 1
If the Group is unable to safeguard the security of the confidential information of car buyers, dealers or third parties it collaborates with and adapt
to the relevant regulatory framework as to protection of such information, the Group’s business and operations may be adversely affected.
We face challenges from the evolving regulatory environment regarding cybersecurity, information security, privacy and data protection. Many of
these laws and regulations and interpretataions of which are subject to changes and uncertainties, and any actual or alleged failure to comply with these
laws and regulations could materially and adversely affect our business and results of operations. The Group collects, stores and processes certain
personal and other data from car buyers, dealers and other third parties, which makes it an attractive target and potentially vulnerable to cyber-attacks,
computer viruses, physical or electronic break-ins or similar disruptions. While the Group has taken steps to protect the confidential information that it
has access to, these security measures could be breached. Because techniques used to sabotage or obtain unauthorized access to systems change
frequently and generally are not recognized until they are launched against a target, the Group may be unable to anticipate these techniques or to
implement adequate preventative measures. Any accidental or willful security breaches or other unauthorized access to the Group’s system could cause
confidential car buyer information to be stolen and used for criminal purposes. Security breaches or unauthorized access to confidential information
could also expose the Group to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity. If security
measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in the Group’s technology
infrastructure are exposed and exploited, the relationships with car buyers, dealers and/or financial institutions could be severely damaged, the Group
could incur significant liability and its business and operations could be adversely affected.
41
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN07
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!i=07d4tŠ
3*
0C
2001CSqkb!i=07d4t
56257 TX 42
XHT
ESS
Page 1 of 1
In addition, PRC government authorities have enacted a series of laws and regulations in regard of cybersecurity, information security, privacy and
data protection. On June 10, 2021, the Standing Committee of the National People’s Congress of China, or the SCNPC, promulgated the PRC Data
Security Law, which took effect on September 1, 2021. The PRC Data Security Law imposes data security and privacy obligations on entities and
individuals carrying out data activities, and introduces a data classification and hierarchical protection system based on the importance of data in
economic and social development, as well as the degree of harm it will cause to national security, public interests, or legitimate rights and interests of
individuals or organizations when such data is tampered with, destroyed, leaked, illegally acquired or used. The PRC Data Security Law also provides a
national security review procedure for those data activities which may have an impact on national security. On August 20, 2021, the SCNPC
promulgated the Personal Information Protection Law of the People’s Republic of China, effective from November 1, 2021. The Personal Information
Protection Law requires, among others, that (i) the processing of personal information should have a clear and reasonable purpose which shall be
directly related to the processing purpose, in a method that has the least impact on personal rights and interests, and (ii) the collection of personal
information shall be limited to the minimum scope necessary to achieve the processing purpose and to avoid the excessive collection of personal
information. Different types of personal information and personal information processing will be subject to various rules on consent, transfer, and
security. Entities processing personal information shall bear responsibilities for their personal information processing activities, and adopt necessary
measures to safeguard the security of the personal information they process. Entities processing personal information that fail to comply with the
Personal Information Protection Law could be ordered to take remedial measures, suspend or terminate their services, or face confiscation of illegal
income, fines or other penalties.
On December 28, 2021, the CAC, together with certain other PRC governmental authorities, promulgated the Cybersecurity Review Measures,
which took effective on February 15, 2022. Pursuant to these measures, the purchase of network products and services by an operator of critical
information infrastructure or the data processing activities of a network platform operator that affect or may affect national security will be subject to
cybersecurity review. The competent governmental authorities may also initiate a cybersecurity review on the operators if the authorities believe that the
network product or service or data processing activities of such operators affect or may affect national security.
On November 14, 2021, the CAC promulgated the draft Regulations on the Administration of Cyber Data Security for public comment, pursuant
to which data processors conducting the following activities must apply for cybersecurity review: (i) merger, reorganization or division of internet
platform operators that possess a large number of data resources related to national security, economic development or public interests that affect or may
affect national security; (ii) listing abroad of data processors processing over one million users’ personal information; (iii) listing in Hong Kong which
affects or may affect national security; or (iv) other data processing activities that affect or may affect national security. Further, the draft regulations
require internet platform operators to establish platform rules, privacy policies and algorithm strategies related to data, and solicit public comments on
their official websites and sections related to personal information protection for no less than 30 working days when they formulate platform rules or
privacy policies or makes any amendments that may have a significant impact on users’ rights and interests. In addition, platform rules and privacy
policies formulated by operators of large internet platforms with more than 100 million daily active users, or amendments to such rules or policies by
operators of large internet platforms with more than 100 million daily active users that may have significant impacts on users’ rights and interests shall
be evaluated by a third-party organization designated by the CAC and reported to local branch of the CAC for approval. The CAC has solicited
comments on this draft until December 13, 2021, but there is no definite timetable as to when the draft regulations will be enacted.
42
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101155
22.3.29.0
RHK chaum0hk
HKG
25-Apr-2022 23:51 EST
ˆ2001CSqkb@cB$bC4>Š
4*
0C
2001CSqkb@cB$bC4>
56257 TX 43
XHT
ESS
Page 1 of 1
In the meantime, the PRC regulatory authorities have also enhanced the supervision and regulation on cross-border data transmission. For
example, on October 29, 2021, the Measures for the Security Assessment of Cross-border Data Transmission (Draft for Comment) were proposed by the
CAC for public comments, which provide that any data processor providing an overseas recipient with important data collected and generated during its
operations within the PRC or personal information that should be subject to security assessment according to law must undergo security assessment. The
draft measures list five circumstances, under any of which data processors shall, through the local cyberspace administration at the provincial level,
apply to the national cyberspace administration for security assessment of cross-border data transfer. These circumstances include: (i) where the data to
be transferred to an overseas recipient are personal information or important data collected and generated by operators of critical information
infrastructure; (ii) where the data to be transferred to an overseas recipient contain important data; (iii) where a personal information processor that has
processed personal information of more than one million people provides personal information overseas; (iv) where the personal information of more
than 100,000 people or sensitive personal information of more than 10,000 people are transferred overseas accumulatively; or (v) other circumstances
under which security assessment of cross-border data transfer is required as prescribed by the national cyberspace administration. As of the date of this
annual report, the above measures have not been formally adopted, and substantial uncertainties still exist with respect to the enactment timetable, final
content, interpretation and implementation of these measures and how they will affect the Group’s business operation.
The Group obtains consents from car buyers on Cango platform to use their personal information within the scope of authorization and has taken
technical measures to ensure the security of such personal information and prevent the personal information from being divulged, damaged or lost.
Furthermore, pursuant to confidentiality provisions in the cooperation agreements with financial institutions, the Group has the obligation to safeguard
car buyers’ personal information and to only use such information within the authorized scope. The Group may face litigation brought by financial
institutions or car buyers, if it fails to satisfy such confidentiality obligations in the relevant cooperation agreements, or if the use of car buyers’ data falls
outside of the scope of their authorization, as the case may be. Furthermore, there is uncertainty as to the interpretation and application of such laws
which may be interpreted and applied in a manner inconsistent with current policies and practices or require changes to the features of the Group’s
system. Recently, PRC governmental authorities have taken a series of strict examinations and inspections against illegal activities of collecting or using
data and personal information, and it was reported that numerous mobile applications or website operators were ordered to rectify their illegal activities,
or imposed with warnings, fines or other administrative penalties, or even became subjects of criminal investigations. We cannot rule out the possibility
that operators like the Group would also be subject to more comprehensive and stricter supervision by the competent governmental authorities on
cybersecurity, information security, privacy and data protection in the future. The regulatory framework for cybersecurity, information security, privacy
and data protection in China and worldwide is continuously evolving and is likely to remain uncertain for the foreseeable future, and there can be no
assurance that the existing car buyer information protection system and technical measures will be considered sufficient under applicable laws and
regulations. If the Group is unable to address any information protection concerns, or to comply with the then applicable laws and regulations, the Group
may incur additional costs and liability and its reputation, business and operations might be adversely affected. See “Item 4. Information on the
Company—B. Business Overview—Regulations—Regulation Related to Cybersecurity, Internet Information Security and Privacy Protection” for more
details.
43
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-LPF-453
22.3.29.0
RHK muruv0tv
HKG
22-Apr-2022 04:24 EST
ˆ2001CSqkb!$DWci4‹Š
5*
0C
2001CSqkb!$DWci4
56257 TX 44
XHT
ESS
Page 1 of 1
If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired.
As a U.S. public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations
of the NYSE. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls
over financial reporting. As required by Section 404 of the Sarbanes-Oxley Act, we must perform system and process evaluation and testing of our
internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting in our Form
20-F filing for that year. In addition, once we cease to be an “emerging growth company” as the term is defined in the JOBS Act, our independent
registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management has
concluded that our internal control over financial reporting was effective as of December 31, 2021. See “Item 15. Controls and Procedures —
Management’s Annual Report on Internal Control over Financial Reporting.” Our independent registered public accounting firm has not conducted an
audit of our internal control over financial reporting.
In addition, our internal control over financial reporting will not prevent or detect all errors and all fraud. A control system, no matter how well
designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that
all control issues and instances of fraud will be detected.
We may not be able to always maintain an effective internal control over financial reporting for a variety of reasons. Among others, the Group’s
operations are based in China, an emerging market where the overall internal control environment may not be as strong as in more established markets.
If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if we are unable to maintain proper
and effective internal controls, we may not be able to produce timely and accurate financial statements. If that were to happen, the market price of our
ADSs could decline and we could be subject to sanctions or investigations by the NYSE, SEC or other regulatory authorities.
44
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN07
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!i=LWW4sŠ
4*
0C
2001CSqkb!i=LWW4s
56257 TX 45
XHT
ESS
Page 1 of 1
The ability of U.S. authorities to bring actions for violations of U.S. securities law and regulations against us, our directors, executive officers or the
expert named in this annual report may be limited and therefore you may not be afforded the same protection as provided to investors in U.S.
domestic companies.
The SEC, U.S. Department of Justice (“DOJ”) and other authorities often have substantial difficulties in bringing and enforcing actions against
non-U.S. companies such as the Group, and non-U.S. persons, such as our directors and executive officers in China. Due to jurisdictional limitations,
matters of comity and various other factors, the SEC, DOJ and other U.S. authorities may be limited in their ability to pursue bad actors, including in
instances of fraud, in emerging markets such as China. The Group conducts substantially all of its operations in China and substantially all of the
Group’s assets are located in China. In addition, a majority of our directors and executive officers reside within China. There are significant legal and
other obstacles for U.S. authorities to obtain information needed for investigations or litigation against the Group or our directors, executive officers or
other gatekeepers in case the Group or any of these individuals engage in fraud or other wrongdoing. In addition, local authorities in China may be
constrained in their ability to assist U.S. authorities and overseas investors more generally. As a result, if we have any material disclosure violation or if
our directors, executive officers or other gatekeepers commit any fraud or other financial misconduct, the U.S. authorities may not be able to conduct
effective investigations or bring and enforce actions against the Group, our directors, executive officers or other gatekeepers. Therefore, you may not be
able to enjoy the same protection provided by various U.S. authorities as it is provided to investors in U.S. domestic companies.
The Group may not be able to prevent others from unauthorized use of its intellectual property and the Group may be subject to intellectual property
infringement claims, either of which could harm our business and competitive position.
The Group regards its trademarks, domain names, copyrights, know-how, proprietary technologies and similar intellectual property as critical to
its success, and the Group relies on trademark and trade secret law and confidentiality, invention assignment and non-compete agreements with its
employees and others to protect its proprietary rights. See “Item 4. Information on the Company—B. Business Overview—Intellectual Property.”
However, there can be no assurance that any of the Group’s intellectual property rights would not be challenged, invalidated or circumvented, or such
intellectual property will be sufficient to provide the Group with competitive advantages. In addition, other parties may misappropriate the Group’s
intellectual property rights, which would cause the Group to suffer economic or reputational damage. Because of the rapid pace of technological change,
there can be no assurance that all of the Group’s proprietary technologies and similar intellectual property will be patented in a timely or cost-effective
manner, or at all. For example, the Group does not hold any patent relating to the existing credit assessment model. Furthermore, parts of the Group’s
business rely on technologies developed or licensed by other parties, or co-developed with other parties, including open source software, and the Group
may not be able to obtain or continue to obtain licenses and technologies from these other parties on reasonable terms, or at all.
It is often difficult to register, maintain and enforce intellectual property rights in China. Statutory laws and regulations are subject to judicial
interpretation and enforcement and may not be applied consistently due to the lack of clear guidance on statutory interpretation. Confidentiality,
invention assignment and non-compete agreements may be breached by counterparties, and there may not be adequate remedies available to the Group
for any such breach. Accordingly, the Group may not be able to effectively protect its intellectual property rights or to enforce its contractual rights in
China. Preventing any unauthorized use of the Group’s intellectual property is difficult and costly and the steps the Group takes may be inadequate to
prevent the misappropriation of its intellectual property. In the event that the Group resorts to litigation to enforce its intellectual property rights, such
litigation could result in substantial costs and a diversion of its managerial and financial resources. We can provide no assurance that the Group will
prevail in such litigation. In addition, the Group’s trade secrets may be leaked or otherwise become available to, or be independently discovered by, our
competitors. Any failure in protecting or enforcing the Group’s intellectual property rights could have a material adverse effect on its business, financial
condition and results of operations.
45
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN07
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!i=S9iewŠ
4*
0C
2001CSqkb!i=S9iew
56257 TX 46
XHT
ESS
Page 1 of 1
Meanwhile, we cannot be certain that the Group’s operations or any aspects of its business do not or will not infringe upon or otherwise violate
trademarks, copyrights, know-how, proprietary technologies or other intellectual property rights held by other parties. The Group may be from time to
time in the future subject to legal proceedings and claims relating to the intellectual property rights of others. In addition, there may be other parties’
trademarks, copyrights, know-how, proprietary technologies or other intellectual property rights that are infringed by the Group’s services or other
aspects of its business without its awareness. Holders of such intellectual property rights may seek to enforce such intellectual property rights against the
Group in China, the U.S. or other jurisdictions. If any infringement claims are brought against the Group, we may be forced to divert management’s time
and other resources from the Group’s business and operations to defend against these claims, regardless of their merits.
Currently, open source software is used in certain aspects of Cango platform and business operations, and it is expected that open source software
will continue to be used in the future. The Group may face claims from others claiming ownership of, or seeking to enforce the terms of, an open source
license, including by demanding release of the open source software, derivative works or our proprietary source code that was developed using such
software. These claims could also result in litigation, require the Group to purchase a costly license or require it to devote additional research and
development resources to change its technologies, any of which would have a negative effect on its business and operating results. In addition, if the
license terms for the open source software the Group utilizes change, it may be forced to reengineer or discontinue relevant solutions or incur additional
costs. We cannot be certain that open source software in the existing solutions is incorporated in a manner that is consistent with internal policies.
Additionally, the application and interpretation of China’s intellectual property right laws and the procedures and standards for granting
trademarks, copyrights, know-how, proprietary technologies or other intellectual property rights in China are still evolving and are uncertain, and there
can be no assurance that PRC courts or regulatory authorities would agree with our analysis. If the Group were found to have violated the intellectual
property rights of others, the Group may be subject to liability for its infringement activities or may be prohibited from using such intellectual property,
and the Group may incur licensing fees or be forced to develop alternatives of its own. As a result, the Group’s business and results of operations may be
materially and adversely affected.
If the Group fails to keep up with the technological developments and implementation of advanced technologies, the Group’s business, results of
operations and prospects may be materially and adversely affected.
Technology is applied to serve Cango platform participants more efficiently and bring them better user experience. The Group’s success will in
part depends on the ability to keep up with the changes in technology and the continued successful implementation of advanced technology, including
cloud computing, distributed architecture and big data analytics. If the Group fails to adapt Cango platform and services to changes in technological
development in an effective and timely manner, the Group’s business operations may suffer. Changes in technologies may require substantial
expenditures in research and development as well as in modification of existing services. Technical hurdles in implementing technological advances
may result in the services becoming less attractive to platform participants, which, in turn, may materially and adversely affect the Group’s business,
results of operations and prospects.
46
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN07
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!i=Yxw4]Š
4*
0C
2001CSqkb!i=Yxw4]
56257 TX 47
XHT
ESS
Page 1 of 1
As the Group’s business develops, it may be required to obtain license for providing value-added telecommunications services.
The Telecommunications Regulations of the PRC, the Administrative Rules for Foreign Investment in Telecommunications Enterprises and other
relevant regulations on the operation of value-added telecommunication service business provide a license requirement for operating such business in
the PRC. As the Group continually enriches the service offerings on Cango platform, it plans to engage in telecommunications-related businesses,
including value-added online services for platform participants, in the future. However, we cannot assure you that the Group will be able to obtain the
requisite license for providing value-added telecommunications services on a timely basis or at all. The Group’s inability to obtain such license or any
delay in obtaining such license could have a material and adverse impact on its business and results of operations.
We are subject to risks relating to leased properties.
Currently all of the Group’s offices and vehicle storage warehouses are on leased premises. The Group may not be able to successfully extend or
renew these leases upon expiration of the current terms on commercially reasonable terms or at all, and may therefore be forced to relocate the relevant
offices and warehouses. Such relocation could disrupt operations and result in significant relocation expenses, which could adversely affect the Group’s
business, financial condition and results of operations. In addition, it might be difficult to locate desirable alternative sites for the current offices and
warehouses, and failure in relocating the affected operations could adversely affect our business and operations.
Pursuant to the Land Administration Law of the PRC, land in urban districts is owned by the state. The owner of a property built on state-owned
land must possess the proper land and property title certificate to demonstrate that it is the owner of the premises and that it has the right to enter into
lease contracts with the tenants or to authorize a third party to sublease the premises. We have entered into certain lease agreements with parties who had
not produced evidence of proper legal title of the premises. If such parties are not the owners of the premises, and the actual owners successfully
challenge the validity of the relevant leases, the Group would be forced to relocate from the relevant premises. Although the Group may seek damages
from the counterparties to the lease agreements, there can be no assurance that it would be able to collect such damages.
47
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN07
22.3.29.0
RHK pf_rend
HKG
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ˆ2001CSqkb!i=eQyeiŠ
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Failure to fully comply with PRC labor-related laws may expose the Group to potential penalties.
The PRC government has promulgated laws and regulations to enhance labor protections, such as the Labor Contract Law, the Social Insurance
Law and the Regulations on the Administration of Housing Funds. Such laws and regulations require companies operating in China to participate in
various government sponsored employee benefit plans, including certain social insurance, housing funds and other welfare-oriented payment
obligations, and contribute to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of employees up to a
maximum amount specified by the relevant local government from time to time. The requirement of employee benefit plans has not been implemented
consistently by the local authorities in China given the different levels of economic development in different locations. The Group did not pay, or was
not able to pay, certain social insurance and housing fund contributions in strict compliance with the relevant PRC regulations for and on behalf of the
employees due to differences in local regulations and inconsistent implementation or interpretation by local authorities in the PRC. It may be required to
make up the contributions for these plans as well as to pay late fees and fines, and our financial condition and results of operations may be adversely
affected.
Any failure by the Group or third parties it collaborates with to comply with applicable anti-money laundering and anti-terrorist financing laws and
regulations could damage reputation, result in significant penalties, and decrease revenues and profitability.
The Group has implemented various policies and procedures in compliance with all applicable anti-money laundering and anti-terrorist financing
laws and regulations, including internal controls and “know-your-customer” procedures, for preventing money laundering and terrorist financing. In
addition, the Group relies on financial institutions to have their own appropriate anti-money laundering policies and procedures. Financial institutions it
collaborates with are subject to anti-money laundering obligations under applicable anti-money laundering laws and regulations and are regulated in that
respect by the PBOC. The Group has adopted commercially reasonable procedures for monitoring financial institutions it collaborates with.
The Group has not been subject to fines or other penalties, or suffered business or other reputational harm, as a result of actual or alleged money
laundering or terrorist financing activities in the past. However, existing policies and procedures may not be completely effective in preventing other
parties from using the Group or any financial institutions it collaborates with as a conduit for money laundering (including illegal cash operations) or
terrorist financing without the Group’s knowledge. If the Group were to be associated with money laundering (including illegal cash operations) or
terrorist financing, its reputation could suffer, and the Group could become subject to regulatory fines, sanctions, or legal enforcement, including being
added to any “blacklists” that would prohibit certain parties from engaging in transactions with it, all of which could have a material adverse effect on
the Group’s financial condition and results of operations. Even if the Group and financial institutions it collaborates with comply with applicable anti-
money laundering laws and regulations, it and these financial institutions may not be able to fully eliminate money laundering and other illegal or
improper activities in light of their complexity and the secrecy of these activities. Any negative perception of the industry, such as that which may arise
from any failure of other automotive financing solution facilitation service providers to detect or prevent money laundering activities, even if factually
incorrect or based on isolated incidents, could compromise the Group’s image, undermine the trust and credibility the Group has established, and
negatively impact its financial condition and results of operation.
48
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN07
22.3.29.0
RHK pf_rend
HKG
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ˆ2001CSqkb!i=lgq4sŠ
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Page 1 of 1
From time to time we may evaluate and potentially consummate strategic investments or acquisitions, which could require significant management
attention, disrupt business and adversely affect the financial results.
We may evaluate and consider strategic investments, combinations, acquisitions or alliances to further increase the value of the Group’s services,
better serve car buyers, and enhance the Group’s competitive position. For example, in June 2018, January 2019 and July 2019, the Group made a series
of equity investments in Li Auto. At the end of September 2018, the Group completed the acquisition of Shanghai Chejia. In 2019, the Group acquired
Shanghai Quanpin Automobile Sales Co., Ltd., which wholly owns Fushun Insurance Brokerage Co., Ltd., to operate the insurance brokerage business.
These transactions could be material to the Group’s financial condition and results of operations if consummated. If we are able to identify an
appropriate business opportunity, we may not be able to successfully consummate the transaction and, even if we do consummate such a transaction, we
may be unable to obtain the benefits or avoid the difficulties and risks of such transaction, which may result in investment losses.
Strategic investments or acquisitions will involve risks commonly encountered in business relationships, including:
•
•
•
•
•
•
•
•
difficulties in assimilating and integrating the operations, personnel, systems, data, technologies, products and services of the acquired
business;
inability of the acquired technologies, products or businesses to achieve expected levels of revenue, profitability, productivity or other
benefits, including the failure to successfully further develop the acquired technology;
difficulties in retaining, training, motivating and integrating key personnel;
diversion of management’s time and resources from normal daily operations and potential disruptions to the ongoing businesses;
strain on current liquidity and capital resources;
difficulties in executing intended business plans and achieving synergies from such strategic investments or acquisitions;
difficulties in maintaining uniform standards, controls, procedures and policies within the overall organization;
difficulties in retaining relationships with existing customers, employees and business partners of the acquired business;
49
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN07
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!i=rN$eZŠ
3*
0C
2001CSqkb!i=rN$eZ
56257 TX 50
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Page 1 of 1
•
•
•
•
•
risks of entering markets in which we have limited or no prior experience;
regulatory risks, including remaining in good standing with existing regulatory bodies or receiving any necessary pre-closing or post-
closing approvals, as well as being subject to new regulators with oversight over an acquired business;
assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property
rights or increase our risk for liability;
liability for activities of the acquired business before the acquisition, including intellectual property infringement claims, violations of
laws, commercial disputes, tax liabilities and other known and unknown liabilities; and
unexpected costs and unknown risks and liabilities associated with strategic investments or acquisitions.
Any future investments or acquisitions may not be successful, may not benefit the Group’s business strategy, may not generate sufficient revenues
to offset the associated acquisition costs or may not otherwise result in the intended benefits.
The Group’s business depends on the continued efforts of our senior management. If one or more members of our senior management were unable
or unwilling to continue in their present positions, the Group’s business may be severely disrupted.
The Group’s business operations depend on the continued services of our senior management, particularly the executive officers named in this
annual report. In particular, Mr. Xiaojun Zhang, our founder and chairman, and Mr. Jiayuan Lin, our founder and chief executive officer, are critical to
the management of the Group’s business and operations and the development of its strategic direction. While we have provided various incentives to our
management, there can be no assurance that we can continue to retain their services. If one or more members of our senior management were unable or
unwilling to continue in their present positions, we may not be able to replace them easily or at all, the Group’s future growth may be constrained, the
Group’s business may be severely disrupted, and the Group’s financial condition and results of operations may be materially and adversely affected, and
the Group may incur additional expenses to recruit, train and retain qualified personnel. Any new executive we recruit may fail to develop or implement
effective business strategies. In addition, although we have entered into confidentiality and non-competition agreements with our management, there is
no assurance that any member of our management team will not join our competitors or form a competing business. If any dispute arises between our
current or former officers and us, we may have to incur substantial costs and expenses in order to enforce such agreements in China or we may be
unable to enforce them at all.
50
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101164
22.3.29.0
RHK lamze0hk
HKG
25-Apr-2022 23:57 EST
ˆ2001CSqkb@cDo3NetŠ
5*
0C
2001CSqkb@cDo3Net
56257 TX 51
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Intense competition for employees and increases in labor costs in the PRC may adversely affect the Group’s business and results of operations.
We believe the Group’s success depends on the efforts and talent of the Group’s employees, including sales and marketing, operations, risk
management, research and development and finance personnel. The Group’s future success depends on its continued ability to attract, develop, motivate
and retain qualified and skilled employees. Competition for highly skilled sales and marketing, operations, risk management, research and development
and finance personnel is extremely intense. The Group may not be able to hire and retain these personnel at compensation levels consistent with its
existing compensation and salary structure. Some of the companies with which the Group competes for experienced employees have greater resources
than the Group and may be able to offer more attractive terms of employment.
In addition, the Group invests significant time and expenses in training its employees, which increases their value to competitors who may seek to
recruit them. If the Group fails to retain its employees, the Group could incur significant expenses in hiring and training their replacements, and the
quality of services and ability to serve dealers, financial institutions, car buyers and other industry participants could diminish, resulting in a material
adverse effect to our business.
The economy in China has experienced increases in inflation and labor costs in recent years. As a result, average wages in the PRC are expected to
continue to increase. In addition, the Group is required by PRC laws and regulations to pay various statutory employee benefits, including pension
insurance, housing funds, medical insurance, work-related injury insurance, unemployment insurance and maternity insurance to designated government
agencies for the benefit of the employees. We expect that the Group’s labor costs, including wages and employee benefits, will continue to increase.
Unless we are able to control the Group’s labor costs or pass on these increased labor costs, the Group’s financial condition and results of operations
may be adversely affected.
Our corporate actions will be substantially controlled by certain of our principal shareholders, who will have the ability to control or exert
significant influence over important corporate matters that require approval of shareholders, which may deprive you of an opportunity to receive a
premium for your ADSs and materially reduce the value of your investment.
In May 2018, our co-founders Mr. Xiaojun Zhang and Mr. Jiayuan Lin entered into a voting agreement, which was amended and restated in June
2019. Pursuant to the amended and restated voting agreement, the co-founders shall reach a consensus before exercising their voting rights with respect
to our shares. As of March 31, 2022, our co-founders beneficially owned all of 72,978,677 Class B ordinary shares issued and outstanding. In addition,
Mr. Lin beneficially owned 5,662,655 Class A ordinary share. Our third amended and restated memorandum and articles of association provides that in
respect of all matters subject to a shareholders’ vote, each Class A ordinary share is entitled to one vote, while each Class B ordinary share is entitled to
20 votes. As of March 31, 2022, our co-founders collectively exercised 88.1% of the aggregate voting power of our issued and outstanding share capital.
As a result of the ownership concentration, these shareholders have the ability to control or exert significant influence over important corporate matters,
investors may be prevented from affecting important corporate matters involving our company that require approval of shareholders, including:
•
the composition of our board of directors and, through it, any determinations with respect to our operations, business direction and
policies, including the appointment and removal of officers;
51
CANGO INC.
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None
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HKG
•
•
•
any determinations with respect to mergers or other business combinations;
our disposition of substantially all of our assets; and
any change in control.
20-Apr-2022 04:20 EST
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2001CSqkb!i=@i94F
56257 TX 52
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These actions may be taken even if they are opposed by our other shareholders, including the holders of the ADSs. Furthermore, this concentration
of ownership may also discourage, delay or prevent a change in control of our company, which could have the dual effect of depriving our shareholders
of an opportunity to receive a premium for their shares as part of a sale of our company and reducing the price of the ADSs. As a result of the foregoing,
the value of your investment could be materially reduced.
We are a “controlled company” under the rules of NYSE and, as a result, will rely on exemptions from certain corporate governance requirements
that provide protection to shareholders of other companies.
We are a “controlled company” as defined under the NYSE Listed Company Manual. Our co-founders Mr. Xiaojun Zhang and Mr. Jiayuan Lin
collectively hold more than 50% of the aggregate voting power of our company. In May 2018, the co-founders entered into a voting agreement, which
was amended and restated in June 2019. The amended and restated voting agreement provides that they shall reach a consensus before exercising their
voting rights with respect to our shares. For so long as we remain a controlled company under that definition, we are permitted to elect to rely, and will
rely, on certain exemptions from corporate governance rules, including an exemption from the rule that a majority of our board of directors must be
independent directors. As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate
governance requirements.
We may incur substantial share-based compensation expenses.
On May 25, 2018, we adopted the Share Incentive Plan 2018, which permits the grant of options, restricted shares, restricted share units and other
share-based awards to our employees, directors and consultants. The maximum aggregate number of ordinary shares that may be issued pursuant to the
share incentive plan is 27,845,526 initially. Additional ordinary shares may be reserved for issuance of equity awards as determined by our board of
directors. We have granted options to purchase our ordinary shares to certain of our officers and employees since then. We are required to account for
options granted to our employees, directors and consultants. We are required to classify options granted to our employees, directors and consultants as
equity awards and recognize share-based compensation expense based on the fair value of such share options, with the share-based compensation
expense recognized over the period in which the recipient is required to provide service in exchange for the share option or other equity award. We
believe the granting of share-based compensation is of significant importance to our ability to attract, retain and motivate our management team and
talented employees, and we will continue to grant share-based compensation to employees in the future. As a result, the expenses associated with share-
based compensation may increase significantly, which may have an adverse effect on the Group’s results of operations and financial condition. The
Group recognized RMB87.6 million (US$13.8 million) of share-based compensation expenses in 2021.
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CANGO INC.
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None
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HKG
We may not have sufficient insurance coverage.
20-Apr-2022 04:20 EST
ˆ2001CSqkb!ia1QQeUŠ
3*
0C
2001CSqkb!ia1QQeU
56257 TX 53
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Insurance companies in China currently do not offer as extensive an array of insurance products as insurance companies in more developed
economies. Currently, we do not have enough business liability or disruption insurance to cover the Group’s 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
the Group to have such insurance. Any uninsured business disruptions may result in the Group incurring substantial costs and the diversion of resources,
which could have an adverse effect the Group’s our financial condition and results of operations.
The Group is or may be subject to potential liability in connection with pending or threatened legal proceedings and other matters, which could
adversely affect the Group’s business or financial results.
From time to time, the Group has become and may in the future become a party to various legal or administrative proceedings arising in the
ordinary course of its business, including breach of contract claims, anti-competition claims and other matters. Such proceedings are inherently
uncertain, and their results cannot be predicted with certainty. Regardless of the outcome and merit of such proceedings, any such legal action could
have an adverse impact on the Group’s business because of defense costs, negative publicity, diversion of management’s attention and other factors. In
addition, it is possible that an unfavorable resolution, including any judgment or settlement subjecting the Group to liability, of one or more legal or
administrative proceedings, whether in the PRC or in another jurisdiction, could materially and adversely affect its business, financial position, results of
operations or cash flows in a particular period or damage its reputation.
The Group may be subject to product liability claims if people or properties are harmed by cars purchased through Cango platform.
Cars purchased through Cango platform may be defectively designed or manufactured. As a result, the Group may be exposed to product liability
claims relating to personal injury or property damage. Third parties subject to such injury or damage may bring claims or legal proceedings against the
Group because it facilitates the financing or sale of the product. Although the Group would have legal recourse against the OEMs or dealers under PRC
law, attempting to enforce such rights against the OEMs or dealers may be expensive, time-consuming and ultimately futile. In addition, the Group does
not currently maintain any third-party liability insurance or product liability insurance in relation to cars purchased through Cango platform. As a result,
any material product liability claim or litigation could have a material and adverse effect on the Group’s business, financial condition and results of
operations. Even unsuccessful claims could result in the expenditure of funds and managerial efforts in defending them and could have a negative
impact on the Group’s reputation.
53
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN07
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!ia74e4aŠ
3*
0C
2001CSqkb!ia74e4a
56257 TX 54
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ESS
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A severe or prolonged downturn in the Chinese or global economy could materially and adversely affect the Group’s business, financial condition
and results of operations.
Any prolonged slowdown in the Chinese or global economy may have a negative impact on the Group’s business, financial condition and results
of operations. In particular, general economic factors and conditions in China or worldwide, including the general interest rate environment and
unemployment rates, may affect consumers’ demand for cars, car buyers’ willingness to seek credit and financial institutions’ ability and desire to fund
financing transactions facilitated through Cango platform. Economic conditions in China are sensitive to global economic conditions. The COVID-19
pandemic in 2020 has resulted in declines in economic activities in China and other parts of the world and raised concerns about the prospects of the
global economy. As of the date of this annual report, we are unable to assess the full impact of the outbreak on our business, results of operations and
financial condition. In addition, there is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by
the central banks and financial authorities of some of the world’s leading economies, including the U.S. and China. There have also been concerns over
unrest in North Korea, Ukraine, the Middle East and Africa, which have resulted in volatility in financial and other markets. In addition, there have been
concerns over the withdrawal of the United Kingdom from the European Union as well as the trade and economic policies of the United States
government, which have contributed to, among other things, tensions between the United States and its trading partners. Furthermore, the economies
may also be affected by the tensions in the relationship between China and surrounding Asian countries. If present Chinese and global economic
uncertainties persist, there will be difficulty in obtaining financial institutions to fund financing transactions to car buyers. Adverse economic conditions
could also reduce the number of quality car buyers seeking credit through Cango platform, as well as their ability to make payments. Should any of
these situations occur, the amount of financing transactions facilitated to car buyers and the relevant revenue will decline, and the Group’s business and
financial condition will be negatively impacted. Additionally, continued turbulence in the international markets may adversely affect our ability to access
the capital markets to meet liquidity needs.
The Group’s operations depend on the performance of the internet infrastructure and fixed telecommunications networks in China.
Almost all access to the internet in China is maintained through state-owned telecommunication operators under the administrative control and
regulatory supervision of the Ministry of Industry and Information Technology, or the MIIT. The Group’s IT systems infrastructure is currently
deployed, and the data is currently maintained through a customized cloud computing system. The Group’s servers are housed at third-party data
centers. Such service provider may have limited access to alternative networks or services in the event of disruptions, failures or other problems with
China’s internet infrastructure or the fixed telecommunications networks provided by telecommunication service providers. With the expansion of
business, the Group may be required to upgrade its technology and infrastructure to keep up with the increasing number and variety of transactions on
Cango platform. There can be no assurance that the current data centers and the underlying internet infrastructure and the fixed telecommunications
networks in China will be able to support the demands associated with the continued growth in internet usage.
54
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN07
22.3.29.0
RHK pf_rend
HKG
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ˆ2001CSqkb!iaDsreCŠ
3*
0C
2001CSqkb!iaDsreC
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In addition, we have no control over the costs of the services provided by telecommunication service providers which in turn, may affect the costs
of data center services. If the prices paid for data center services rise significantly, the Group’s results of operations may be adversely affected.
We face risks related to natural disasters, health epidemics and other outbreaks, which could significantly disrupt our operations.
The Group is vulnerable to natural disasters and other calamities. Fire, floods, typhoons, earthquakes, power loss, telecommunications failures,
break-ins, war, riots, terrorist attacks or similar events may give rise to server interruptions, breakdowns, system failures or internet failures, which could
cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect the ability to provide services.
The Group’s business could also be adversely affected by the effects of COVID-19 coronavirus, Ebola virus disease, H1N1 flu, H7N9 flu, avian
flu, Severe Acute Respiratory Syndrome, or SARS, or other epidemics. The Group’s business operations could be disrupted if any of its employees is
suspected of having COVID-19 coronavirus, Ebola virus disease, H1N1 flu, H7N9 flu, avian flu, SARS or another contagious disease or condition,
since it could require the Group’s employees to be quarantined and/or its offices to be disinfected. In addition, the Group’s results of operations could be
adversely affected to the extent that any of these epidemics harms the Chinese economy in general.
Risks Relating to Our Corporate Structure
We rely on contractual arrangements with our consolidated VIE and its shareholders to operate the Group’s business, which may not be as effective
as direct ownership in providing operational control and otherwise have a material adverse effect as to the Group’s business.
Cango Inc. is not a Chinese operating company but a Cayman Islands holding company. We rely on contractual arrangements with our
consolidated VIE and its shareholders to operate the Group’s business. Therefore, investors in our ADSs do not hold equity interests in our consolidated
VIE in China but instead hold equity interests in a Cayman Islands holding company, and investors in our ADSs may never directly hold equity interests
in our consolidated VIE. For a description of these contractual arrangements, see “Item 4. Information on the Company—C. Organizational Structure—
Contractual Arrangements among Can Gu Long, Shanghai Cango and Its Shareholders.” All of the Group’s revenue is attributed to our consolidated
VIE. These contractual arrangements may not be as effective as direct ownership in providing us with control over our consolidated VIE. If our
consolidated VIE or its shareholders fail to perform their respective obligations under these contractual arrangements, our recourse to the assets held by
our consolidated VIE is indirect and we may have to incur substantial costs and expend significant resources to enforce such arrangements in reliance on
legal remedies under PRC law. These remedies may not always be effective, particularly in light of uncertainties in the PRC legal system. Furthermore,
in connection with litigation, arbitration or other judicial or dispute resolution proceedings, assets under the name of any of record holder of equity
interest in our consolidated VIE, including such equity interest, may be put under court custody. As a consequence, we cannot be certain that the equity
interest will be disposed pursuant to the contractual arrangement or ownership by the record holder of the equity interest.
55
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN07
22.3.29.0
RHK pf_rend
HKG
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2001CSqkb!iaLa&47
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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 laws and any disputes would be resolved in accordance with PRC legal
procedures. However, these contracts such as ours have not been tested in the PRC legal procedures. The legal environment in the PRC is not as
developed as in other jurisdictions, such as the U.S. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual
arrangements. In the event that we are unable to enforce these contractual arrangements, or if we suffer significant time delays or other obstacles in the
process of enforcing these contractual arrangements, it would be very difficult to exert effective control over our consolidated VIE, and the Group’s
ability to conduct its business and the Group’s financial condition and results of operations may be materially and adversely affected. See “—Risks
Relating to Doing Business in China—There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations,
including sudden or unexpected changes in policies, laws and regulations.”
Any failure by our consolidated VIE or its shareholders to perform their obligations under our contractual arrangements with them would have a
material adverse effect on our business.
We, through one of our subsidiaries and a wholly foreign-owned enterprise in the PRC, have entered into a series of contractual arrangements with
our consolidated VIE and its shareholders. For a description of these contractual arrangements, see “Item 4. Information on the Company—C.
Organizational Structure—Contractual Arrangements among Can Gu Long, Shanghai Cango and Its Shareholders.” If our consolidated VIE or its
shareholders fail to perform their respective obligations under these contractual arrangements, we may incur substantial costs and expend additional
resources to enforce such arrangements. We may also have to rely on legal remedies under PRC laws, including seeking specific performance or
injunctive relief, and claiming damages, which we cannot assure you will be effective under PRC laws. For example, if the shareholders of our
consolidated VIE were to refuse to transfer their equity interests in the consolidated VIE to us or our designee when we exercise the purchase option
pursuant to these contractual arrangements, 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.
56
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN07
22.3.29.0
RHK pf_rend
HKG
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All the agreements under our contractual arrangements are governed by PRC laws and provide for the resolution of disputes through arbitration in
China. Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes would be resolved in accordance with PRC
legal procedures. The legal system in the PRC is not as developed as in some other jurisdictions, such as the U.S. As a result, uncertainties in the PRC
legal system could limit our ability to enforce these contractual arrangements. Meanwhile, there are very few precedents and little formal guidance as to
how contractual arrangements in the context of a VIE should be interpreted or enforced under PRC laws. There remain significant uncertainties
regarding the ultimate outcome of such arbitration should legal action become necessary. In addition, under PRC laws, rulings by arbitrators are final
and parties cannot appeal arbitration results in court unless such rulings are revoked or determined unenforceable by a competent court. If the losing
parties fail to carry out the arbitration awards within a prescribed time limit, the prevailing parties may only enforce the arbitration awards in PRC courts
through arbitration award recognition proceedings, which would require additional expenses and delay. In the event that we are unable to enforce these
contractual arrangements, or if we suffer significant delay or other obstacles in the process of enforcing these contractual arrangements, we may not be
able to exert effective control over our consolidated VIE and relevant rights and licenses held by it which we require in order to operate the Group’s
business, and our ability to conduct the Group’s business may be negatively affected. See “—Risks Relating to Doing Business in China—There are
uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations, including sudden or unexpected changes in policies, laws
and regulations.”
The arbitration provisions under these contractual arrangements have no effect on the rights of our shareholders to pursue claims against us under
United States federal securities laws.
The shareholders of our consolidated VIE may have potential conflicts of interest with us, which may materially and adversely affect the Group’s
business and financial condition.
The interests of the shareholders of our consolidated VIE in their capacities as such shareholders may differ from the interests of our company as a
whole, as what is in the best interests of our consolidated VIE, including matters such as whether to distribute dividends or to make other distributions to
fund our offshore requirement, may not be in the best interests of our company. There can be no assurance that when conflicts of interest arise, any or all
of these shareholders will act in the best interests of our company or those conflicts of interest will be resolved in our favor. In addition, these
shareholders may breach or cause our consolidated VIE and its subsidiaries to breach or refuse to renew the existing contractual arrangements with us.
Currently, we do not have arrangements to address potential conflicts of interest the shareholders of our consolidated VIE may encounter. We,
however, could, at all times, exercise our option under the exclusive option agreement to cause them to transfer all of their equity ownership in our
consolidated VIE to a PRC entity or individual designated by us as permitted by the then applicable PRC laws. In addition, if such conflicts of interest
arise, we could also, in the capacity of attorney-in-fact of the then existing shareholders of our consolidated VIE as provided under the power of
attorney, directly appoint new directors of our consolidated VIE. We rely on the shareholders of our consolidated VIE to comply with PRC laws and
regulations, which protect contracts and provide that directors and executive officers owe a duty of loyalty to our company and require them to avoid
conflicts of interest and not to take advantage of their positions for personal gains, and the laws of the Cayman Islands, which provide that directors
have a duty of care and a duty of loyalty to act honestly in good faith with a view to our best interests. 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 conflicts of interest or disputes between us and the shareholders of our consolidated VIE, 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.
57
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101164
22.3.29.0
RHK lamze0hk
HKG
25-Apr-2022 23:57 EST
ˆ2001CSqkb@cDucR4ÁŠ
4*
0C
2001CSqkb@cDucR4`
56257 TX 58
XHT
ESS
Page 1 of 1
If the PRC government deems that the contractual arrangements in relation to our consolidated VIE do not comply with PRC regulatory restrictions
on foreign investment in the relevant industries, 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.
As we continually enrich the service offerings on Cango platform, we plan to engage in telecommunications-related businesses, including value-
added online services for platform participants, in the future. The PRC government regulates telecommunications-related businesses through strict
business licensing requirements and other government regulations. These laws and regulations also include limitations on foreign ownership of PRC
companies that engage in telecommunications-related businesses. Specifically, foreign investors are generally not allowed, with very limited exceptions,
to own more than a 50% equity interest in any PRC company engaging in value-added telecommunications businesses.
Because we are an exempted company incorporated in the Cayman Islands, we are classified as a foreign enterprise under PRC laws and
regulations, and our wholly foreign-owned enterprise in the PRC is a foreign-invested enterprise, or a FIE. Accordingly, our subsidiary is not eligible to
operate a substantial portion of VATS business in China. As we plan to operate VATS business in the future, we conduct our business in China through
our consolidated VIE and its affiliates. Our PRC subsidiary has entered into a series of contractual arrangements with our consolidated VIE and its
shareholders, which enable us to (i) exercise effective control over the consolidated VIE, (ii) receive substantially all of the economic benefits of the
consolidated VIE, and (iii) have an exclusive option to purchase all or part of the equity interests and assets in the consolidated VIE when and to the
extent permitted by PRC law. As a result of these contractual arrangements, we have control over and are the primary beneficiary of the consolidated
VIE for accounting purposes and hence consolidate its financial results as our consolidated VIE under U.S. GAAP. For a description of these contractual
arrangements, see “Item 4. Information on the Company—C. Organizational Structure—Contractual Arrangements among Can Gu Long, Shanghai
Cango and Its Shareholders.”
We believe that our corporate structure and contractual arrangements comply with the current applicable PRC laws and regulations. Our PRC legal
counsel, Fangda Partners, based on its understanding of the relevant laws and regulations, is of the opinion that each of the contracts among our wholly-
owned PRC subsidiary, our consolidated VIE and its shareholders is valid, binding and enforceable in accordance with its terms, except that the pledges
in respect of our consolidated VIE’s equity interests would not be deemed validly created until they are registered with the local administration for
market regulation. However, as there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including the
Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, and the Telecommunications Regulations
and the relevant regulatory measures concerning the telecommunications industry. There can be no assurance that the PRC government authorities, such
as the MOFCOM or the MIIT, or other authorities that regulate online services providers and other participants in the telecommunications industry,
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.
58
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN07
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!iaeux4$Š
3*
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56257 TX 59
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Page 1 of 1
On March 15, 2019, the National People’s Congress approved the Foreign Investment Law, and on December 26, 2019, the State Council
promulgated the Implementing Rules of the Foreign Investment Law of the People’s Republic of China, or the Implementing Rules, to further clarify
and elaborate the relevant provisions of the Foreign Investment Law. The Foreign Investment Law and the Implementing Rules, both taking effect on
January 1, 2020, do not explicitly classify whether variable interest entities that are controlled through contractual arrangements would be deemed as
foreign invested enterprises if they are ultimately “controlled” by foreign investors. Since the Foreign Investment Law and the Implementing Rules are
relatively new, uncertainties still exist in relation to their interpretation and implementation, and it is still unclear how the Foreign Investment Law and
the Implementing Rules would affect our VIE structure and business operation. See “—Risks Relating to Doing Business in China—Uncertainties exist
with respect to the interpretation and implementation of the PRC Foreign Investment Law and its implementing rules, and how they may impact our
business, financial condition and results of operations.”
If our corporate structure and contractual arrangements are deemed by the MIIT or the MOFCOM or other regulators having competent authority
to be illegal, either in whole or in part, we may lose control of our consolidated VIE and have to modify such structure to comply with regulatory
requirements. However, there can be no assurance that we can achieve this without material disruption to the Group’s business. Further, if our corporate
structure and contractual arrangements are found to be in violation of any existing or future PRC laws or regulations, the relevant regulatory authorities
would have broad discretion in dealing with such violations, including:
•
•
•
•
•
•
•
•
revoking the Group’s business and operating licenses;
levying fines on the Group;
confiscating any of the Group’s income that they deem to be obtained through illegal operations;
shutting down the Group’s services;
discontinuing or restricting the Group’s operations in China;
imposing conditions or requirements with which the Group may not be able to comply;
requiring us to change our corporate structure and contractual arrangements;
restricting or prohibiting our use of the proceeds from overseas offering to finance our consolidated VIE’s business and operations; and
59
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN07
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!iajTv4‹Š
3*
0C
2001CSqkb!iajTv4
56257 TX 60
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ESS
Page 1 of 1
•
taking other regulatory or enforcement actions that could be harmful to our business.
Furthermore, new PRC laws, rules and regulations may be introduced to impose additional requirements that may be applicable to our corporate
structure and contractual arrangements. Occurrence of any of these events could materially and adversely affect the Group’s business, financial
condition and results of operations. In addition, if the imposition of any of these penalties or requirement to restructure our corporate structure causes us
to lose the rights to direct the activities of our consolidated VIE or our right to receive their economic benefits, we would no longer be able to
consolidate the financial results of such VIE in our consolidated financial statements. Accordingly, if the PRC government determines that our
contractual arrangements do not comply with PRC regulations, or if these regulations change or are interpreted differently in the future, our ADSs may
decline in value or become worthless if we are unable to assert contractual control rights over the assets of our consolidated VIE. See “Item 4.
Information on the Company—C. Organizational Structure—Contractual Arrangements among Can Gu Long, Shanghai Cango and Its Shareholders.”
Contractual arrangements in relation to our consolidated VIE may be subject to scrutiny by the PRC tax authorities and they may determine that
our consolidated VIE owes additional taxes, which could negatively affect the Group’s financial condition and the value of your investment.
Under applicable PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the PRC
tax authorities. The PRC enterprise income tax law requires every enterprise in China to submit its annual enterprise income tax return together with a
report on transactions with its related parties to the relevant tax authorities. The tax authorities may impose reasonable adjustments on taxation if they
have identified any related party transactions that are inconsistent with arm’s length principles. We may face material and adverse tax consequences if
the PRC tax authorities determine that the contractual arrangements among our wholly-owned PRC subsidiary, our consolidated VIE and its
shareholders were not entered into on an arm’s length basis in such a way as to result in an impermissible reduction in taxes under applicable PRC laws,
regulations and rules, and adjust their income in the form of a transfer pricing adjustment. A transfer pricing adjustment could, among other things,
result in a reduction of expense deductions recorded by our wholly-owned PRC subsidiary or consolidated VIE for PRC tax purposes, which could in
turn increase their tax liabilities without reducing their tax expenses. In addition, if our wholly-owned PRC subsidiary requests the shareholders of our
consolidated VIE to transfer their equity interests in our consolidated VIE at nominal or no value pursuant to these contractual arrangements, such
transfer could be viewed as a gift and subject the relevant subsidiary to PRC income tax. Furthermore, the PRC tax authorities may impose late payment
fees and other penalties on our PRC subsidiary and consolidated VIE for adjusted but unpaid taxes according to applicable regulations. The Group’s
financial position could be materially and adversely affected if the tax liabilities of our PRC subsidiary and consolidated VIE increase, or if they are
required to pay late payment fees and other penalties.
60
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN04
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!iZ$v44:Š
3*
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2001CSqkb!iZ$v44:
56257 TX 61
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We may lose the ability to use and enjoy assets held by our consolidated VIE that are material to business operation if the entity goes bankrupt or
becomes subject to a dissolution or liquidation proceeding.
Our consolidated VIE holds substantially all of the Group’s assets. Under the contractual arrangements, our consolidated VIE may not and its
shareholders may not cause it to, in any manner, sell, transfer, mortgage or dispose of its assets or its legal or beneficial interests in the business without
our prior consent. However, in the event that the shareholders of our consolidated VIE breach these contractual arrangements and voluntarily liquidate
our consolidated VIE, or our consolidated VIE declares bankruptcy and all or part of its assets become subject to liens or rights of third-party creditors,
or are otherwise disposed of without our consent, we may be unable to continue some or all of the current business activities, which could materially and
adversely affect the Group’s business, financial condition and results of operations. If our consolidated VIE undergoes a voluntary or involuntary
liquidation proceeding, independent third-party creditors may claim rights to some or all of these assets, thereby hindering our ability to operate existing
business, which could materially and adversely affect the Group’s business, financial condition and results of operations.
If the custodians or authorized users of our controlling non-tangible assets, including chops and seals, fail to fulfill their responsibilities, or
misappropriate or misuse these assets, the Group’s business and operations may be materially and adversely affected.
Under PRC law, legal documents for corporate transactions, including agreements and contracts that the Group’s business relies on, are executed
using the chop or seal of the signing entity or with the signature of a legal representative whose designation is registered and filed with the relevant local
branch of the State Administration for Market Regulation, or the SAMR, formerly known as the State Administration for Industry and Commerce, or the
SAIC. The Group generally executes legal documents by affixing chops or seals, rather than having the designated legal representatives sign the
documents.
The Group has three major types of chops—corporate chops, contract chops and finance chops. The Group uses corporate chops generally for
documents to be submitted to government agencies, such as applications for changing business scope, directors or company name, and for legal letters.
The Group uses contract chops for executing leases and commercial contracts. The Group uses finance chops generally for making and collecting
payments, including issuing invoices. Use of corporate chops and contract chops must be approved by the Group’s legal department and administrative
department and use of finance chops must be approved by the Group’s finance department. The chops of our subsidiary and consolidated VIE are
generally held by the relevant entities so that documents can be executed locally. Although the Group usually utilizes chops to execute contracts, the
registered legal representatives of our subsidiary and consolidated VIE have the apparent authority to enter into contracts on behalf of such entities
without chops, unless such contracts set forth otherwise.
61
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN04
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!i=3dKe=Š
3*
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2001CSqkb!i=3dKe=
56257 TX 62
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In order to maintain the physical security of the Group’s chops, we generally have them stored in secured locations accessible only to the
designated key employees of the Group’s legal, administrative or finance departments. The designated legal representatives of the relevant entities
generally do not have access to the chops. Although the Group has approval procedures in place and monitor its key employees, including the designated
legal representatives of our subsidiary and consolidated VIE, the procedures may not be sufficient to prevent all instances of abuse or negligence. There
is a risk that the Group’s key employees or designated legal representatives could abuse their authority, for example, by binding our subsidiary and
consolidated VIE with contracts against our interests, as we would be obligated to honor these contracts if the other contracting party acts in good faith
in reliance on the apparent authority of the Group’s chops or signatures of the Group’s legal representatives. If any designated legal representative
obtains control of the chop in an effort to obtain control over the relevant entity, we would need to have a shareholder or board resolution to designate a
new legal representative and to take legal action to seek the return of the chop, apply for a new chop with the relevant authorities, or otherwise seek
legal remedies for the legal representative’s misconduct. If any of the designated legal representatives obtains and misuses or misappropriates the
Group’s chops and seals or other controlling intangible assets for whatever reason, the Group could experience disruption to its normal business
operations. The Group may have to take corporate or legal action, which could involve significant time and resources to resolve while distracting
management from the Group’s operations, and the Group’s business and operations may be materially and adversely affected.
Risks Relating to Doing Business in China
Changes in the political and economic policies of the PRC government may materially and adversely affect the Group’s business, financial condition
and results of operations and may result in our inability to sustain the Group’s growth and expansion strategies.
Substantially all of the Group’s operations are conducted in the PRC and all of its revenue is sourced from the PRC. Accordingly, the Group’s
financial condition and results of operations are affected to a significant extent by economic, political and legal developments in the PRC.
The PRC economy differs from the economies of most developed countries in many respects, including the extent of government involvement,
level of development, growth rate, control of foreign exchange and allocation of resources. Although the PRC government has implemented measures
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 is still owned by the government. In addition,
the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also
exercises significant control over China’s economic growth by allocating resources, controlling payment of foreign currency-denominated obligations,
setting monetary policy, restricting the inflow and outflow of foreign capital, regulating financial services and institutions and providing preferential
treatment to particular industries or companies.
62
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN04
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!i=9K=4†Š
3*
0C
2001CSqkb!i=9K=4
56257 TX 63
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While the PRC economy has experienced significant growth in the past three decades, growth has been uneven, both geographically and among
various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of
resources. Some of these measures may benefit the overall PRC economy, but may also have a negative effect on the Group. The Group’s financial
condition and results of operations could be materially and adversely affected by government control over capital investments or changes in tax
regulations that are applicable to the Group. The PRC government also has significant authority to exert influence on the ability of a China-based issuer,
such as the Group, to conduct its business, control over securities offerings conducted overseas and/or foreign investments in an issuer with substantial
operations in China. The PRC government may intervene or influence the operations of an issuer with substantial operations in China, such as the
Group, at any time, which could result in a material change in the Group’s operations and/or the value of our ADSs. In particular, there have been recent
statements by the PRC government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in issuers with substantial operations in China. Any such regulatory oversight or control could cause the value of our ADSs to significantly
decline or become worthless. See “—There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations, including
sudden or unexpected changes in policies, laws and regulations.” In addition, the PRC government has implemented in the past certain measures to
control the pace of economic growth. These measures may cause decreased economic activity, which in turn could lead to a reduction in demand for the
Group’s services and consequently have a material adverse effect on the Group’s business, financial condition and results of operations.
There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations, including sudden or unexpected changes
in policies, laws and regulations.
Substantially all of the Group’s operations are conducted in the PRC, and are governed by PRC laws, rules and regulations. Our PRC subsidiary
and consolidated VIE and their subsidiaries are subject to laws, rules and regulations applicable to foreign investment in China. The PRC legal system is
a civil law system based on written statutes. Unlike the common law system, prior court decisions may be cited for reference but have limited
precedential value.
In 1979, the PRC government began to promulgate a comprehensive system of laws, rules and regulations governing economic matters in general.
The overall effect of legislation over the past four decades has significantly enhanced the protections afforded to various forms of foreign investment in
China. However, China has not developed a fully integrated legal system, and recently enacted laws, rules and regulations may not sufficiently cover all
aspects of economic activities in China or may be subject to significant degrees of interpretation by PRC regulatory agencies. In particular, because
these laws, rules and regulations are relatively new, and because of the limited number of published decisions and the nonbinding nature of such
decisions, and because the laws, rules and regulations often give the relevant regulator significant discretion in how to enforce them, the interpretation
and enforcement of these laws, rules and regulations involve uncertainties and can be inconsistent and unpredictable. In addition, rules and regulations
in China can change quickly with little advance notice. Uncertainties due to evolving laws and regulations could impede the ability of a China-based
issuer, such as the Group, to obtain or maintain permits or licenses required to conduct business in China. In the absence of required permits or licenses,
governmental authorities could impose material sanctions or penalties on us. In addition, 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, and which may have a retroactive effect. As a result, we may not be aware
of the Group’s violation of these policies and rules until after the occurrence of the violation. Furthermore, if China adopts more stringent standards with
respect to environmental protection or corporate social responsibilities, the Group may incur increased compliance cost or become subject to additional
restrictions in its operations.
63
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN04
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!i=FwY4gŠ
3*
0C
2001CSqkb!i=FwY4g
56257 TX 64
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Furthermore, the PRC government has significant oversight and discretion over the conduct of the Group’s business and may intervene with or
influence the Group’s operations as the government deems appropriate to further regulatory, political and societal goals. The PRC government has
recently published new policies that significantly affected certain industries and China-based issuers, and we cannot rule out the possibility that it will in
the future release regulations or policies that could adversely affect the Group’s business, financial condition and results of operations. Recent
statements and regulatory actions by the PRC government, such as those related to the use of VIEs, overseas offering and listing of China-based
companies, data security and anti-monopoly concerns, may give rise to regulatory restrictions on the Group’s ability to conduct its business and/or
accept foreign investments. For example, certain PRC regulatory authorities issued Opinions on Strictly Cracking Down on Illegal Securities Activities,
or the Opinions, which were available to the public on July 6, 2021. The Opinions emphasize the need to strengthen the administration over illegal
securities activities and the supervision on overseas listings of China-based companies, and propose to take effective measures, such as promoting the
establishment of relevant regulatory systems for prevention and resolution of the risks and contingencies faced by China-based overseas-listed
companies, amending the special provisions of the State Counsel on overseas offering and listing by companies limited by shares, and clarifying the
responsibilities of administrative and regulatory authorties. Furthermore, on December 24, 2021, the CSRC released the Provisions of the State Council
on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) and the Administrative Measures for
the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), both of which were open for public comments till
January 23, 2022. Under these draft new rules, a filing-based regulatory system will be applied to both “direct overseas offering and listing” and
“indirect overseas offering and listing” of PRC domestic companies. The “indirect overseas offering and listing” of PRC domestic companies refers to
such overseas securities offering and listing made in the name of an offshore entity, but based on the equity, assets, profits or other similar interests of a
PRC domestic company which mainly operates its business within PRC. It is still uncertain when the final versions of these new provisions and
measures will be issued and take effect, how they will be enacted, interpreted or implemented, and whether they will affect us. If it is determined that
any approval, filing or other administrative procedure from the CSRC or other PRC governmental authorities is required for our previous listing or
future follow-on public offering or debt financing activities, we cannot assure you that we can obtain the required approval or accomplish the required
filings or other regulatory procedures in a timely manner, or at all. If we fail to obtain the relevant approval or complete the filings and other relevant
regulatory procedures, we may face sanctions by the CSRC or other PRC governmental authorities, which may include fines and penalties on our
operations in China, limitations on our operating rights in China, restrictions on or prohibition of the payments or remittance of dividends by our
subsidiaries in China, or other actions that could have a material and adverse effect on our business, financial condition, results of operations, reputation
and prospects, as well as the trading price of our ADSs or Class A ordinary shares.
64
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN04
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!i=Nn!4AŠ
3*
0C
2001CSqkb!i=Nn!4A
56257 TX 65
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ESS
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In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and
management attention. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and
contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection the Group
enjoys than in more developed legal systems. These uncertainties may impede the Group’s ability to enforce the contracts it has entered into and/or its
intellectual property rights and could materially and adversely affect the Group’s business, financial condition and results of operations.
The M&A Rules establishes complex procedures for acquisitions conducted by foreign investors that could make it more difficult for the Group to
grow through acquisitions.
On August 8, 2006, six PRC regulatory agencies, including the MOFCOM, the State-Owned Assets Supervision and Administration Commission,
the State Administration of Taxation, the SAIC, the CSRC, and the State Administration of Foreign Exchange, or SAFE, jointly adopted the Regulations
on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, which came into effect on September 8, 2006 and were
amended on June 22, 2009. The M&A Rules established, among other things, additional procedures and requirements that are expected to make merger
and acquisition activities in China by foreign investors more time-consuming and complex. For example, the M&A rules 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 if (i) any important
industry is concerned, (ii) such transaction involves factors that have or may have impact on the national economic security, or (iii) such transaction will
lead to a change in control of a domestic enterprise which holds a famous trademark or PRC time-honored brand. The approval from the MOFCOM
shall be obtained in circumstances where overseas companies established or controlled by PRC enterprises or residents acquire affiliated domestic
companies. Mergers, acquisitions or contractual arrangements that allow one market player to take control of or to exert decisive impact on another
market player must also be notified in advance to the anti-monopoly enforcement authority when the threshold under the Provisions on Thresholds for
Prior Notification of Concentrations of Undertakings, or the Prior Notification Rules, issued by the State Council in August 2008 is triggered. In
addition, the security review rules issued by the MOFCOM that became effective in September 2011 specify that mergers and acquisitions by foreign
investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control
over domestic enterprises that raise “national security” concerns are subject to strict review by the MOFCOM, and the rules prohibit any activities
attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement. Furthermore, as
required by the Measures for the Security Review of Foreign Investment, promulgated by the National Development and Reform Commission and the
MOFCOM on December 19, 2020 and effective as of January 18, 2021, investments in military, national defense-related areas or in locations in
proximity to military facilities, or investments that would result in acquiring the actual control of assets in certain key sectors, such as critical
agricultural products, energy and resources, equipment manufacturing, infrastructure, transport, cultural products and services, information technology,
internet products and services, financial services and technology sectors, are required to obtain approval from designated governmental authorities in
advance. The Group may grow its business in part by acquiring other companies operating in our industry. Complying with the requirements of the new
regulations to complete such transactions could be time-consuming, and any required approval processes, including approval from the MOFCOM or
other governmental authorities, may delay or inhibit the Group’s ability to complete such transactions, which could affect the Group’s ability to expand
its business or maintain its market share. See “Item 4. Information on the Company—B. Business Overview—Regulations—Regulation Related to
M&A and Overseas Listings.”
65
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN04
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!i=VX7e0Š
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2001CSqkb!i=VX7e0
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Uncertainties exist with respect to the interpretation and implementation of the Foreign Investment Law and its implementing rules and how they
may impact our business, financial condition and results of operations.
The VIE structure through contractual arrangements has been adopted by many China-based companies, including us, to obtain necessary licenses
and permits in the industries that are currently subject to foreign investment restrictions in China. See “—Risks Relating to Our Corporate Structure”
and “Item 4. Information on the Company—C. Organizational Structure.” The MOFCOM published a discussion draft of the proposed Foreign
Investment Law in January 2015, or the 2015 Draft FIL, according to which, variable interest entities that are controlled via contractual arrangements
would also be deemed as foreign-invested entities, if they are ultimately “controlled” by foreign investors. In March 2019, the PRC National People’s
Congress promulgated the Foreign Investment Law, and in December 2019, the State Council promulgated the Implementing Rules to further clarify and
elaborate the relevant provisions of the Foreign Investment Law. The Foreign Investment Law and the Implementing Rules both became effective from
January 1, 2020 and replaced the major previous laws and regulations governing foreign investments in the PRC. Pursuant to the Foreign Investment
Law, “foreign investments” refer to investment activities conducted by foreign investors (including foreign natural persons, foreign enterprises or other
foreign organizations) directly or indirectly in the PRC, which include any of the following circumstances: (i) foreign investors setting up foreign-
invested enterprises in the PRC solely or jointly with other investors, (ii) foreign investors obtaining shares, equity interests, property portions or other
similar rights and interests of enterprises within the PRC, (iii) foreign investors investing in new projects in the PRC solely or jointly with other
investors, and (iv) investment in other methods as specified in laws, administrative regulations, or as stipulated by the State Council. The Foreign
Investment Law and the Implementing Rules do not introduce the concept of “control” in determining whether a company would be considered as a
foreign-invested enterprise, nor do they explicitly provide whether the VIE structure would be deemed as a method of foreign investment. However, the
Foreign Investment Law has a catch-all provision that includes into the definition of “foreign investments” made by foreign investors in China in other
methods as specified in laws, administrative regulations, or as stipulated by the State Council, and as the relevant government authorities may
promulgate more laws, regulations or rules on the interpretation and implementation of the Foreign Investment Law, the possibility cannot be ruled out
that the concept of “control” as stated in the 2015 Draft FIL may be embodied in, or the VIE structure adopted by us may be deemed as a method of
foreign investment by, any of such future laws, regulations and rules. If our consolidated VIE was deemed as a foreign-invested enterprise under any of
such future laws, regulations and rules, and any of the businesses that the Group operates would be in any “negative list” for foreign investment and
therefore be subject to any foreign investment restrictions or prohibitions, further actions required to be taken by the Group under such laws, regulations
and rules may materially and adversely affect the Group’s business, financial condition and results of operations. Furthermore, if future laws,
administrative regulations or provisions mandate further actions to be taken by companies with respect to existing contractual arrangements, the Group
may face substantial uncertainties as to whether it can complete such actions in a timely manner, or at all. Failure to take timely and appropriate
measures to cope with any of these or similar regulatory compliance challenges could materially and adversely affect the Group’s current corporate
structure, business, financial condition and results of operations.
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PRC regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners or our PRC
subsidiary to liability or penalties, limit our ability to inject capital into our PRC subsidiary or limit our PRC subsidiary’s ability to increase its
registered capital or distribute profits.
PRC residents are subject to restrictions and filing requirements when investing in offshore companies. SAFE promulgated the Circular on
Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through
Special Purpose Vehicles, or SAFE Circular 37, on July 4, 2014. SAFE Circular 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, referred to in SAFE Circular 37 as a “special
purpose vehicle.” Pursuant to SAFE Circular 37, “control” refers to the act through which a PRC resident obtains the right to carry out business
operation of, to gain proceeds from or to make decisions on a special purpose vehicle by means of, among others, shareholding entrustment
arrangement. SAFE Circular 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose
vehicle, such as increase or decrease of capital contributed by PRC individuals, share transfer or exchange, merger, division or other material event. In
the event that a PRC shareholder holding interests in a special purpose vehicle fails to fulfill 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 subsidiary. Moreover,
failure to comply with the various SAFE registration requirements described above could result in liability under PRC law for evasion of foreign
exchange controls. According to the Notice on Further Simplifying and Improving Policies for the Foreign Exchange Administration of Direct
Investment released on February 13, 2015 by SAFE, local banks will examine and handle foreign exchange registration for overseas direct investment,
including the initial foreign exchange registration and amendment registration, under SAFE Circular 37 from June 1, 2015.
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Mr. Xiaojun Zhang, Mr. Jiayuan Lin and several other beneficial owners of our ordinary shares have completed the SAFE registration pursuant to
SAFE Circular 37 in 2018. We have notified substantial beneficial owners of ordinary shares who we know are PRC residents of their filing obligation
and other compliance obligations relating to offshore investment. Nevertheless, we may not be aware of the identities of all of our beneficial owners
who are PRC residents. We do not have control over our beneficial owners and there can be no assurance that all of our PRC-resident beneficial owners
will comply with SAFE Circular 37 and subsequent implementation rules, and there is no assurance that the registration under SAFE Circular 37 and
any amendment will be completed in a timely manner, or will be completed at all. The failure of our beneficial owners who are PRC residents to register
or amend their foreign exchange registrations in a timely manner pursuant to SAFE Circular 37 and subsequent implementation rules, or the failure of
future beneficial owners of our company who are PRC residents to comply with the registration procedures set forth in SAFE Circular 37 and
subsequent implementation rules, may subject such beneficial owners or our PRC subsidiary to fines and legal sanctions. Failure to register or comply
with relevant requirements may also limit our ability to contribute additional capital to our PRC subsidiary and limit our PRC subsidiary’s ability to
distribute dividends to our company. These risks may have a material adverse effect on the Group’s business, financial condition and results of
operations.
Any failure to comply with PRC regulations regarding our employee share incentive plan may subject the PRC plan participants or us to fines and
other legal or administrative sanctions.
Pursuant to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies due to their
position as director, senior management or employees of the PRC subsidiaries of the overseas companies may submit applications to SAFE or its local
branches for the foreign exchange registration with respect to offshore special purpose companies. Our directors, executive officers and other employees
who are PRC residents and who will be granted options may follow SAFE Circular 37 to apply for the foreign exchange registration before our company
becomes an overseas listed company. We and our directors, executive officers and other employees who are PRC residents and who have been granted
options are subject to the Notice on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive
Plan of Overseas Publicly Listed Company, issued by SAFE in February 2012, according to which, employees, directors, supervisors and other
management members participating in any stock incentive plan of an overseas publicly listed company who are PRC residents are required to register
with SAFE through a domestic qualified agent, which could be a PRC subsidiary of such overseas listed company, and complete certain other
procedures. However, there can be no assurance that they can successfully register with SAFE in full compliance with the rules. Failure to complete the
SAFE registrations may subject them to fines and legal sanctions and may also limit the ability to make payment under our share incentive plan or
receive dividends or sales proceeds related thereto, or our ability to contribute additional capital into our wholly-foreign owned enterprise in China and
limit our wholly-foreign owned enterprise’s ability to distribute dividends to us. We also face regulatory uncertainties that could restrict our ability to
adopt additional share incentive plans for our directors and employees under PRC law.
We may rely on dividends and other distributions on equity paid by our PRC subsidiary to fund offshore cash and financing requirements. Any
limitation on the ability of our PRC subsidiary to make payments to us may have a material adverse effect on our ability to conduct our business.
We are a holding company and may rely on dividends and other distributions on equity paid by our PRC subsidiary and on remittances from the
consolidated VIE, for our offshore cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our
shareholders, fund inter-company loans, service any debt we may incur outside of China and pay our expenses. When our PRC subsidiary or the
consolidated VIE incur additional debt, the instruments governing the debt may restrict their ability to pay dividends or make other distributions or
remittances to us. Furthermore, the laws, rules and regulations applicable to our PRC subsidiary and consolidated affiliates permit payments of
dividends only out of their retained earnings, if any, determined in accordance with applicable accounting standards and regulations.
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Under PRC laws, rules and regulations, enterprises incorporated in China is required to set aside at least 10% of its net income each year to fund
certain statutory reserves until the cumulative amount of such reserves reaches 50% of its registered capital. These reserves, together with the registered
capital, are not distributable as cash dividends. As a result of these laws, rules and regulations, our PRC subsidiary and consolidated affiliates are
restricted in their ability to transfer a portion of their respective net assets to their shareholders as dividends, loans or advances. In addition, registered
capital and capital reserve accounts are also restricted from withdrawal in the PRC, up to the amount of net assets held in each operating subsidiary.
Limitations on the ability of our consolidated VIE to make remittance to the wholly-foreign owned enterprise and on the ability of our PRC
subsidiary to pay dividends to us could limit our ability to access cash generated by the operations of those entities, including to make investments or
acquisitions that could be beneficial to our businesses, pay dividends to our shareholders or otherwise fund and conduct our business.
We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law, and we may therefore be subject to
PRC income tax on our global income.
Under the PRC Enterprise Income Tax Law and its implementing rules, enterprises established under the laws of jurisdictions outside of China
with “de facto management bodies” located in China may be considered PRC tax resident enterprises for tax purposes and may be subject to the PRC
enterprise income tax at the rate of 25% on their global income. “De facto management body” refers to a managing body that exercises substantive and
overall management and control over the production and business, personnel, accounting books and assets of an enterprise. The State Administration of
Taxation 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 Circular 82, on April 22, 2009. 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 Circular 82 only applies to offshore
enterprises controlled by PRC enterprises, not those controlled by foreign enterprises or individuals, the determining criteria set forth in Circular 82 may
reflect the State Administration of Taxation’s general position on how the “de facto management body” test should be applied in determining the tax
resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises. If we were to be considered a PRC resident
enterprise, we would be subject to PRC enterprise income tax at the rate of 25% on our global income. In such case, our profitability and cash flow may
be materially reduced as a result of our global income being taxed under the Enterprise Income Tax Law. We believe that none of our entities outside of
China is a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax
authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.”
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Dividends paid to our foreign investors and gains on the sale of our ADSs or Class A ordinary shares by our foreign investors may become subject to
PRC tax.
Under the Enterprise Income Tax Law and its implementation regulations issued by the State Council, a 10% PRC withholding tax is applicable to
dividends paid to investors that are non-resident enterprises, which do not have an establishment or place of business in the PRC or which have such
establishment or place of business but the dividends are not effectively connected with such establishment or place of business, to the extent such
dividends are derived from sources within the PRC. Any gain realized on the transfer of ADSs or Class A ordinary shares by such investors is also
subject to PRC tax at a current rate of 10%, if such gain is regarded as income derived from sources within the PRC. If we are deemed a PRC resident
enterprise, dividends paid on our Class A ordinary shares or ADSs, and any gain realized from the transfer of our Class A ordinary shares or ADSs,
would be treated as income derived from sources within the PRC and would as a result be subject to PRC taxation. Furthermore, if we are deemed a
PRC resident enterprise, dividends paid to individual investors who are non-PRC residents and any gain realized on the transfer of ADSs or Class A
ordinary shares by such investors may be subject to PRC tax (which in the case of dividends may be withheld at source) at a rate of 20%. Any PRC tax
liability may be reduced by an applicable tax treaty. However, if we or any of our subsidiaries established outside China are considered a PRC resident
enterprise, it is unclear whether holders of our ADSs or Class A ordinary shares would be able to claim the benefit of income tax treaties or agreements
entered into between China and other countries or areas. If dividends paid to our non-PRC investors, or gains from the transfer of our ADSs or Class A
ordinary shares by such investors, are deemed as income derived from sources within the PRC and thus are subject to PRC tax, the value of your
investment in our ADSs or Class A ordinary shares may decline significantly.
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We and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises or other assets attributed
to a Chinese establishment of a non-Chinese company, or immovable properties located in China owned by non-Chinese companies.
On February 3, 2015, the State Administration of Taxation issued the Bulletin on Issues of Enterprise Income Tax on Indirect Transfers of Assets
by Non-PRC Resident Enterprises, or Bulletin 7. Pursuant to this Bulletin 7, an “indirect transfer” of assets, including non-publicly traded equity
interests in a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as a direct transfer of PRC taxable assets, if
such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC enterprise income
tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax. According to Bulletin 7, “PRC taxable assets”
include assets attributed to an establishment in China, immovable properties located in China, and equity investments in PRC resident enterprises, in
respect of which gains from their transfer by a direct holder, being a non-PRC resident enterprise, would be subject to PRC enterprise income taxes.
When determining whether there is a “reasonable commercial purpose” of the transaction arrangement, features to be taken into consideration include:
whether the main value of the equity interest of the relevant offshore enterprise derives from PRC taxable assets; whether the assets of the relevant
offshore enterprise mainly consists of direct or indirect investment in China or if its income mainly derives from China; whether the offshore enterprise
and its subsidiaries directly or indirectly holding PRC taxable assets have real commercial nature which is evidenced by their actual function and risk
exposure; the duration of existence of the business model and organizational structure; the replicability of the transaction by direct transfer of PRC
taxable assets; and the tax situation of such indirect transfer and applicable tax treaties or similar arrangements. In respect of an indirect offshore transfer
of assets of a PRC establishment, the resulting gain is to be included with the enterprise income tax filing of the PRC establishment or place of business
being transferred and would consequently be subject to PRC enterprise income tax at a rate of 25%. Where the underlying transfer relates to the
immovable properties located in China or to equity investments in a PRC resident enterprise, which is not related to a PRC establishment or place of
business of a non-resident enterprise, a PRC enterprise income tax of 10% would apply, subject to available preferential tax treatment under applicable
tax treaties or similar arrangements, and the party who is obligated to make the transfer payments has the withholding obligation. Bulletin 7 does not
apply to transactions of sale of shares by investors through a public stock exchange where such shares were acquired from a transaction through a public
stock exchange. On October 17, 2017, the State Administration of Taxation promulgated the Announcement of the State Administration of Taxation on
Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, or SAT Circular 37, which became effective on December 1, 2017.
SAT Circular 37, among other things, simplified procedures of withholding and payment of income tax levied on non-resident enterprises.
We face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved, such
as offshore restructuring, sale of the shares in our offshore subsidiaries or investments. Our company may be subject to filing obligations or taxed if our
company is transferor in such transactions and may be subject to withholding obligations if our company is transferee in such transactions under Bulletin
7 and SAT Circular 37. For transfer of shares in our company by investors that are non-PRC resident enterprises, our PRC subsidiary may be requested
to assist in the filing under Bulletin 7 and SAT Circular 37. As a result, we may be required to expend valuable resources to comply with Bulletin 7 and
SAT Circular 37 or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that our
company should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations.
We are subject to restrictions on currency exchange.
All of the Group’s revenue is denominated in Renminbi. The Renminbi is currently convertible under the “current account,” which includes
dividends, trade and service-related foreign exchange transactions, but not under the “capital account,” which includes foreign direct investment and
loans, including loans we may secure from our onshore subsidiary or consolidated VIE. Currently, our PRC subsidiary may purchase foreign currency
for settlement of “current account transactions,” including payment of dividends to us, by complying with certain procedural requirements. However, the
relevant PRC governmental authorities may limit or eliminate our ability to purchase foreign currencies in the future for current account transactions.
Foreign exchange transactions under the capital account remain subject to limitations and require approvals from, or registration with, SAFE and other
relevant PRC governmental authorities. Since a significant amount of the Group’s future revenue and cash flow will be denominated in Renminbi, any
existing and future restrictions on currency exchange may limit our ability to utilize cash generated in Renminbi to fund our business activities outside
of the PRC or pay dividends in foreign currencies to our shareholders, including holders of our ADSs, and may limit our ability to obtain foreign
currency through debt or equity financing for our onshore subsidiary and consolidated VIE.
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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 the initial public offering to make loans to our PRC subsidiary and our consolidated VIE, or to
make additional capital contributions to our PRC subsidiary.
In utilizing the proceeds of our initial public offering, we, as an offshore holding company, are permitted under PRC laws and regulations to
provide funding to our PRC subsidiary, which is treated as a foreign-invested enterprise under PRC laws, through loans or capital contributions.
However, loans by us to our PRC subsidiary to finance its activities cannot exceed statutory limits and must be registered with the local counterpart of
SAFE and capital contributions to our PRC subsidiary are subject to the requirement of making necessary filings in the Foreign Investment
Comprehensive Management Information System, and registration with other governmental authorities in China.
SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement
of Capital of Foreign-invested Enterprises, or Circular 19, effective on June 1, 2015, in replacement of the Circular on the Relevant Operating Issues
Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-invested Enterprises, or
SAFE Circular 142, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengthening the Administration of
Foreign Exchange Businesses, or Circular 59, and the Circular on Further Clarification and Regulation of the Issues Concerning the Administration of
Certain Capital Account Foreign Exchange Businesses, or Circular 45. According to Circular 19, the flow and use of the RMB capital converted from
foreign currency-denominated registered capital of a foreign-invested company is regulated such that RMB capital may not be used for the issuance of
RMB entrusted loans, the repayment of inter-enterprise loans or the repayment of banks loans that have been transferred to a third party. Although
Circular 19 allows RMB capital converted from foreign currency-denominated registered capital of a foreign-invested enterprise to be used for equity
investments within the PRC, it also reiterates the principle that RMB converted from the foreign currency-denominated capital of a foreign-invested
company may not be directly or indirectly used for purposes beyond its business scope. Thus, it is unclear whether SAFE will permit such capital to be
used for equity investments in the PRC in actual practice. SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming
and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or Circular 16, effective on June 9, 2016, which reiterates
some of the rules set forth in Circular 19, but changes the prohibition against using RMB capital converted from foreign currency-denominated
registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to issue loans to non-associated
enterprises. Violations of SAFE Circular 19 and Circular 16 could result in administrative penalties. Circular 19 and Circular 16 may significantly limit
our ability to transfer any foreign currency we hold, including the net proceeds from our initial public offering, to our PRC subsidiary, which may
adversely affect the Group’s liquidity and our ability to fund and expand the Group’s business in the PRC.
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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 consolidated VIE and its subsidiaries, each a PRC domestic company. Meanwhile, we are not likely to finance the activities of our consolidated VIE
and its subsidiaries by means of capital contributions given the restrictions on foreign investment in the businesses that are currently conducted by our
consolidated VIE and its subsidiaries.
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 to our PRC subsidiary or consolidated VIE or future capital contributions by us to our PRC
subsidiary. As a result, uncertainties exist as to our ability to provide prompt financial support to our PRC subsidiary or consolidated VIE and its
subsidiaries when needed. If we fail to complete such registrations or obtain such approvals, our ability to use foreign currency, including the proceeds
we received from our initial public offering, and to capitalize or otherwise fund operations in China may be negatively affected, which could materially
and adversely affect the Group’s liquidity and our ability to fund and expand the Group’s business.
Fluctuations in exchange rates could result in foreign currency exchange losses and could materially reduce the value of your investment.
The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political
and economic conditions and the foreign exchange policy adopted by the PRC government. Since June 2010, the Renminbi has fluctuated against the
U.S. dollar, at times significantly and unpredictably. 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, Renminbi 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 Renminbi 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 Renminbi appreciated approximately 7% against
the U.S. dollar during this one-year period. Starting from the beginning of 2019, the Renminbi has depreciated significantly against the U.S. dollar
again. In early August 2019, the PBOC set the Renminbi’s daily reference rate at RMB7.0039 to US$1.00, the first time that the exchange rate of
Renminbi to U.S. dollar exceeded 7.0 since 2008. With the development of the foreign exchange market and progress towards interest rate liberalization
and Renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system, and we cannot assure
you that the Renminbi 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 Renminbi and the U.S. dollar in the future.
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All of the Group’s revenue and substantially all of its costs are denominated in Renminbi. We are a holding company and we rely on dividends
paid by our operating subsidiary in China for our cash needs. Any significant revaluation of Renminbi may materially and adversely affect the Group’s
results of operations and financial position reported in Renminbi when translated into U.S. dollars, and the value of, and any dividends payable on, the
ADSs in U.S. dollars. To the extent that we need to convert U.S. dollars we receive from our initial public offering into Renminbi for the Group’s
operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive. Conversely, if
we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our Class A ordinary shares or ADSs or for
other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount.
We could be adversely affected by political tensions between the United States and China.
Political tensions between the United States and China have escalated in recent years due to, among other things, the trade war between the two
countries since 2018, the COVID-19 outbreak, the PRC National People’s Congress’ passage of Hong Kong national security legislation, the imposition
of U.S. sanctions on certain Chinese officials from China’s central government and the Hong Kong Special Administrative Region by the U.S.
government, and the imposition of sanctions on certain individuals from the U.S. by the Chinese government, various executive orders issued by former
U.S. President Donald J. Trump, such as the one issued in August 2020 that prohibits certain transactions with ByteDance Ltd., Tencent Holdings Ltd.
and the respective subsidiaries of such companies, the executive order issued in November 2020 that prohibits U.S. persons from transacting publicly
traded securities of certain “Communist Chinese military companies” named in such executive order, as well as the executive order issued in January
2021 that prohibits such transactions as are identified by the U.S. Secretary of Commerce with certain “Chinese connected software applications,”
including Alipay and WeChat Pay, as well as the Rules on Counteracting Unjustified Extra-territorial Application of Foreign Legislation and Other
Measures promulgated by China’s Ministry of Commerce, or MOFCOM, on January 9, 2021, which will apply to Chinese individuals or entities that are
purportedly barred by a foreign country’s law from dealing with nationals or entities of a third country. Rising political tensions between China and the
U.S. could reduce levels of trades, investments, technological exchanges and other economic activities between the two major economies, which would
have a material adverse effect on global economic conditions and the stability of global financial markets. The measures taken by the U.S. and Chinese
governments may have the effect of restricting our ability to transact or otherwise do business with entities within or outside of China and may cause
investors to lose confidence in Chinese companies and counterparties, including the Group. If we were unable to conduct the Group’s business as it is
currently conducted as a result of such regulatory changes, the Group’s business, results of operations and financial condition would be materially and
adversely affected.
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Furthermore, there have been media reports on deliberations within the U.S. government regarding potentially limiting or restricting China-based
companies from accessing U.S. capital markets, and delisting China-based companies from U.S. national securities exchanges. In January 2021, after
reversing its own delisting decision, the NYSE ultimately resolved to delist China Mobile, China Unicom and China Telecom in compliance with the
executive order issued in November 2020, after receiving additional guidance from the U.S. Department of Treasury and its Office of Foreign Assets
Control. These delistings have introduced greater confusion and uncertainty about the status and prospects of Chinese companies listed on the U.S. stock
exchanges. If any further such deliberations were to materialize, the resulting legislation may have a material and adverse impact on the stock
performance of China-based issuers listed in the United States such as the Group, and we cannot assure you that we will always be able to maintain the
listing of our ADSs on a national stock exchange in the U.S., such as the NYSE or the NASDAQ, or that you will always be allowed to trade our shares
or ADSs.
The audit report included in this annual report is prepared by an auditor who is not inspected by the PCAOB and, as such, our investors are
deprived of the benefits of such inspection.
Our independent registered public accounting firm that issues the audit report included in this annual report, as auditor of companies that are
traded publicly in the U.S. and a firm registered with the PCAOB is required by the laws of the U.S. to undergo regular inspections by the PCAOB to
assess its compliance with the laws of the U.S. and professional standards. According to Article 177 of the PRC Securities Law which became effective
in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the
PRC. Accordingly, without the consent of the competent PRC securities regulators and relevant authorities, no organization or individual may provide
the documents and materials relating to securities business activities to overseas parties. Because our auditors are located in the PRC, a jurisdiction
where the PCAOB is currently unable to conduct inspections without the approval of the Chinese authorities, our auditors are not currently inspected by
the PCAOB.
On May 24, 2013, PCAOB announced that it had entered into a Memorandum of Understanding on Enforcement Cooperation with the CSRC and
the Ministry of Finance, which establishes a cooperative framework between the parties for the production and exchange of audit documents relevant to
investigations in the U.S. and China. PCAOB continues to be in discussions with the CSRC and the Ministry of Finance to permit joint inspections in
the PRC of audit firms that are registered with PCAOB and audit Chinese companies that trade on U.S. exchanges. On December 7, 2018, 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. The joint statement reflects the U.S. regulators’ heightened interest in this issue. In a
statement issued on December 9, 2019, the SEC reiterated concerns over the inability of the PCAOB to conduct inspections of the audit firm work
papers with respect to U.S. listed companies that have operations in China, and emphasized the importance of audit quality in emerging markets, such as
China. On April 21, 2020, the SEC and the PCAOB issued a new joint statement, reminding the investors that in investing in companies that are based in
or have substantial operations in many emerging markets, including China, there is substantially greater risk that disclosures will be incomplete or
misleading, and there is also a greater risk of fraud. In the event of investor harm, there is substantially less ability to bring and enforce SEC, DOJ and
other U.S. regulatory actions, in comparison to U.S. domestic companies, and the joint statement reinforced past SEC and PCAOB statements on
matters including the difficulty to inspect audit work papers in China and its potential harm to investors.
75
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN04
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!iaNtZ4aŠ
3*
0C
2001CSqkb!iaNtZ4a
56257 TX 76
XHT
ESS
Page 1 of 1
Inspections of other firms that the PCAOB has conducted outside 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. The inability of the PCAOB to conduct
inspections of auditors in China makes it more difficult to evaluate the effectiveness of our auditor’s audit procedures or quality control procedures as
compared to auditors outside of China that are subject to PCAOB inspections. Investors may lose confidence in our reported financial information and
procedures and the quality of the Group’s consolidated financial statements.
Due to the enactment of the HFCA Act, we may not be able to maintain our listing on the NYSE.
As part of a continued regulatory focus in the United States on access to audit and other information currently protected by national law, in
particular China’s, in December 2020, the United States enacted the HFCA Act, which includes requirements for the SEC to identify issuers whose audit
reports are prepared by auditors that the PCAOB is unable to inspect or investigate because of restrictions imposed by non-U.S. authorities in the
auditor’s local jurisdiction, or covered issuers. The HFCA Act also requires public companies on this SEC list to certify that they are not owned or
controlled by a foreign government and make certain additional disclosures on governmental ownership and control of such issuers in their SEC filings.
Furthermore, pursuant to the HFCA Act, if the SEC determines that we are a covered issuer for three consecutive years beginning in 2021, the SEC shall
prohibit our ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
The SEC and the PCAOB have adopted new rules to implement the HFCA Act. Specifically, on November 5, 2021, the SEC announced the
approval of the PCAOB’s new rule related to the PCAOB’s responsibilities under the HFCA Act, which provides a framework for the PCAOB to use
when determining, as contemplated under the HFCA Act, whether it is unable to inspect or investigate completely registered public accounting firms
located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021, the SEC announced the
adoption of final amendments to implement the submission and disclosure requirement of the HFCA Act following its interim final amendments
announced in March 2021. The adopting release establishes the SEC’s procedures for identifying covered issuers and for prohibiting the trading of
covered issuers’ securities. The SEC will identify covered issuers as early as possible after companies file their annual reports for fiscal years beginning
after December 18, 2020 and on a rolling basis. Furthermore, pursuant to the HFCA Act, the PCAOB issued a report on December 16, 2021 notifying
the SEC of its determination that it is unable to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong,
including our auditor as an independent registered public accounting firm. In March 2022, the SEC issued its first “conclusive list of issuers identified
under the HFCAA” indicating that those companies are now formally subject to the delisting provisions if they remain on the list for three consecutive
years, and the SEC has subsequently updated such list. We anticipate being added to the list shortly after the filing of this annual report on Form 20-F.
Enactment of the HFCA Act and other efforts to increase the U.S. regulatory access to audit information could cause investor uncertainty as to China-
based issuers’ ability to maintain their listings on the U.S. national securities exchanges, including us, and the market price of the ADSs could be
adversely affected.
76
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN04
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!iaVbleLŠ
3*
0C
2001CSqkb!iaVbleL
56257 TX 77
XHT
ESS
Page 1 of 1
Whether the PCAOB will be able to conduct inspections of our auditor before the issuance of our financial statements on Form 20-F for the year
ending December 31, 2023, which is due by April 30, 2024, or at all, is subject to substantial uncertainty and depends on a number of factors out of our
and our auditor’s control. If our auditor is unable to be inspected and we are unable to meet the PCAOB inspection requirement in time, we could be
delisted from the NYSE and our ADSs will not be permitted for trading “over-the-counter” either. If our ADSs are prohibited from trading in the United
States, there is no certainty that we will be able to list on a non-U.S. exchange or that a market for our shares will develop outside of the United States.
Such a prohibition would substantially impair your ability to sell or purchase our ADSs when you wish to do so, and the risk and uncertainty associated
with delisting would have a negative impact on the price of our ADSs. Also, such a prohibition would significantly affect our ability to raise capital on
terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition and prospects.
The U.S. regulatory regime in this area may continue to develop in the future. For example, on June 22, 2021, the U.S. Senate passed the
Accelerating Holding Foreign Companies Accountable Act, which, if passed by the U.S. House of Representatives and signed into law, would reduce the
number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two. The enactment of such
law would reduce the time before our ADSs may be prohibited from trading in the U.S. and delisted from the NYSE.
If additional remedial measures are imposed on the “big four” PRC-based accounting firms, including our independent registered public
accounting firm, in administrative proceedings brought by the SEC alleging such firms’ failure to meet specific criteria set by the SEC with respect
to requests for the production of documents, we could be unable to timely file future financial statements in compliance with the requirements of the
Exchange Act.
Starting in 2011, the Chinese affiliates of the “big four” accounting firms, including our independent registered public accounting firm, were
affected by a conflict between U.S. and Chinese law. Specifically, for certain U.S. listed companies operating and audited in mainland China, the SEC
and the PCAOB sought to obtain from the Chinese accounting firms access to their audit work papers and related documents. The firms were, however,
advised and directed that under Chinese law they could not respond directly to the U.S. regulators on those requests, and that requests by foreign
regulators for access to such papers in China had to be channeled through the CSRC.
In late 2012, this impasse led the SEC to commence administrative proceedings under Rule 102(e) of its Rules of Practice and also under the
Sarbanes-Oxley Act of 2002 against the Chinese accounting firms, including our independent registered public accounting firm. In January 2014, the
administrative law judge reached an initial decision to impose penalties on the firms including a temporary suspension of their right to practice before
the SEC. The accounting firms filed a petition for review of the initial decision. On February 6, 2015, before a review by the commissioners of the SEC
had taken place, the firms reached a settlement with the SEC.
77
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101155
22.3.29.0
RHK chaum0hk
HKG
26-Apr-2022 01:57 EST
ˆ2001CSqkb@dV73aejŠ
5*
0C
2001CSqkb@dV73aej
56257 TX 78
XHT
ESS
Page 1 of 1
Under the settlement, the SEC accepts that future requests by the SEC for the production of documents will normally be made to the CSRC. The
firms will receive matching Section 106 requests and are required to abide by a detailed set of procedures with respect to such requests, which in
substance require them to facilitate production via the CSRC. If they fail to meet specified criteria, the SEC retains authority to impose a variety of
additional remedial measures on the firms depending on the nature of the failure. Remedies for any future non-compliance could include, as appropriate,
an automatic six-month bar on a single firm’s performance of certain audit work, commencement of a new proceeding against a firm, or in extreme
cases the resumption of the current proceeding against all four firms. The audit committee is aware of the policy restriction and regularly communicates
with our independent auditor to ensure compliance. If additional remedial measures are imposed on the Chinese affiliates of the “big four” accounting
firms, including our independent registered public accounting firm, in administrative proceedings brought by the SEC alleging the firms’ failure to meet
specific criteria set by the SEC with respect to requests for the production of documents, we could be unable to timely file future financial statements in
compliance with the requirements of the Exchange Act.
In the event that the SEC restarts the administrative proceedings, depending upon the final outcome, listed companies in the U.S. with major PRC
operations may find it difficult or impossible to retain auditors in respect of their operations in the PRC, which could result in financial statements being
determined to not be in compliance with the requirements of the Exchange Act, including possible delisting. Moreover, any negative news about any
such future proceedings against these audit firms may cause investor uncertainty regarding China-based, U.S.-listed companies and the market price of
our ADSs may be adversely affected.
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 the Group’s consolidated financial statements, such consolidated
financial statements could be determined not to be in compliance with the requirements of the Exchange Act. Such a determination could ultimately lead
to delisting of our ADSs from the NYSE or deregistration from the SEC, or both, which would substantially reduce or effectively terminate the trading
of our ADSs in the U.S.
78
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN04
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!iaf%6e>Š
5*
0C
2001CSqkb!iaf%6e>
56257 TX 79
XHT
ESS
Page 1 of 1
You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China, based on
United States or other foreign laws, against us, our directors, executive officers or the expert named in this annual report and therefore you may not
be able to enjoy the protection of such laws in an effective manner.
We conduct substantially all of the Group’s operations in China and substantially all of its assets are located in China. In addition, a majority of
our directors and executive officers reside within China. As a result, it may not be possible to effect service of process within the United States or
elsewhere outside China upon us, our directors and executive officers, including with respect to matters arising under U.S. federal securities laws or
applicable state securities laws. Even if you obtain a judgment against us, our directors, executive officers or the expert named in this annual report in a
U.S. court or other court outside China, you may not be able to enforce such judgment against us or them in China. China does not have treaties
providing for the reciprocal recognition and enforcement of judgments of courts in the United States, the United Kingdom, Japan or most other western
countries. Therefore, recognition and enforcement in China of judgments of a court in any of these jurisdictions may be difficult or impossible. In
addition, you may not be able to bring original actions in China based on the U.S. or other foreign laws against us, our directors, executive officers or
the expert named in this annual report either. As a result, shareholder claims that are common in the U.S., including class action securities law and fraud
claims, are difficult or impossible to pursue as a matter of law and practicality in China. For example, in China, there are significant legal and other
obstacles to obtaining information needed for shareholder investigations or litigation outside China or otherwise with respect to foreign entities.
Although the local authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or
region to implement cross-border supervision and administration, such regulatory cooperation with the securities regulatory authorities in the Unities
States have not been efficient in the absence of mutual and practical cooperation mechanism. According to Article 177 of the PRC Securities Law which
became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the
territory of the PRC. Accordingly, without the consent of the competent PRC securities regulators and relevant authorities, no organization or individual
may provide the documents and materials relating to securities business activities to overseas parties. While detailed interpretation of or implementation
rules under Article 177 of the PRC Securities Law is not yet available, the inability for an overseas securities regulator to directly conduct investigation
or evidence collection activities within China may further increase difficulties faced by investors in protecting your interests. If an investor is unable to
bring a U.S. claim or collect on a U.S. judgment, the investor may have to rely on legal claims and remedies available in China or other overseas
jurisdictions where a China-based issuer, such as our company, may maintain assets. The claims and remedies available in these jurisdictions are often
significantly different from those available in the United States and difficult to pursue. Therefore, you may not be able to effectively enjoy the protection
offered by the U.S. laws and regulations that intend to protect public investors.
Risks Relating to Our ADSs
We received a notice of non-compliance with continued listing standards from the NYSE for our ADSs. If we are unable to avoid the delisting of our
ADSs from the NYSE, it could have a substantial effect on the trading price and liquidity of our ADSs.
On October 24, 2019, we received a notification letter, or the Notification Letter, from the NYSE indicating that we were not in compliance with
Section 802.01A of the NYSE Listed Company Manual relating to the continued listing standards for stockholders, including (i) number of total
stockholders of at least 400 or (ii) number of total stockholders of at least 1,200, if the average monthly volume is less than 100,000 (for the most recent
12 months). The Notification Letter also required us to provide a business plan that demonstrates how we expect to return to compliance with the
relevant standards within a maximum period of 18 months from receipt of the Notification Letter. The Notification Letter did not affect our business
operations and did not conflict with or cause an event of default under any of our material debt or other agreements.
79
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101164
22.3.29.0
RHK lamze0hk
HKG
25-Apr-2022 23:58 EST
ˆ2001CSqkb@cF1aX4AŠ
5*
0C
2001CSqkb@cF1aX4A
56257 TX 80
XHT
ESS
Page 1 of 1
The NYSE has accepted our business plan and deemed us to have regained compliance with the NYSE’s continued listing standards. However,
there can be no assurance that we will be able to maintain compliance with the relevant requirements in the future. Failure to comply with the NYSE
requirements could result in a decline in the price of our ADSs or a decline in investor confidence, which could directly impact our ability to efficiently
raise capital. In addition, failure to adhere to NYSE requirements could result in trading suspension or delisting.
The trading price of our ADSs may be volatile, which could result in substantial losses to you.
The trading prices of our ADSs have fluctuated since we first listed our ADSs. Since our ADSs became listed on the NYSE on July 26, 2018, the
trading prices of our ADSs ranged from US$1.95 to US$19.60 per ADS, and the last reported trading price on April 25, 2022 was US$3.32 per ADS.
The prices for our ADSs may continue to fluctuate because of broad market and industry factors, like the performance and fluctuation in the market
prices or the underperformance or deteriorating financial results of other listed companies based in China. The securities of some of these companies
have experienced significant volatility since their initial public offerings, including, in some cases, substantial price declines in the trading prices of their
securities. The trading performances of other Chinese companies’ securities after their offerings, including technology companies and transaction service
platforms, may affect the attitudes of investors toward Chinese companies listed in the U.S., which consequently may impact the trading performance of
our ADSs, regardless of the Group’s actual operating performance. In addition, any negative news or perceptions about inadequate corporate governance
practices or fraudulent accounting, corporate structure or matters of other Chinese companies may also negatively affect the attitudes of investors
towards Chinese companies in general, including the Group, regardless of whether the Group has conducted any inappropriate activities. Furthermore,
securities markets may from time to time experience significant price and volume fluctuations that are not related to the Group’s operating performance,
such as the large decline in share prices in the U.S., China and other jurisdictions in late 2008, early 2009, the second half of 2011, 2015 and 2021,
which may have a material and adverse effect on the trading price of our ADSs.
In addition to the above factors, the price and trading volume of our ADSs may be highly volatile due to multiple factors, including the following:
•
•
•
•
•
•
regulatory developments affecting us or our industry;
announcements of studies and reports relating to the quality of credit offerings on Cango platform or those of our competitors;
changes in the economic performance or market valuations of other transaction service platforms;
actual or anticipated fluctuations in the Group’s quarterly results of operations and changes or revisions of its expected results;
changes in financial estimates by securities research analysts;
conditions in the markets for car buyers and for financing facilitation services;
80
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101150
22.3.29.0
RHK chanc2hk
HKG
26-Apr-2022 00:12 EST
ˆ2001CSqkb@cMXot4$Š
6*
0C
2001CSqkb@cMXot4$
56257 TX 81
XHT
ESS
Page 1 of 1
•
•
•
•
•
announcements by the Group or our competitors of new product and service offerings, acquisitions, strategic relationships, joint ventures,
capital raisings or capital commitments;
additions to or departures of our senior management;
fluctuations of exchange rates between the Renminbi and the U.S. dollar;
release or expiry of lock-up or other transfer restrictions on our outstanding shares or ADSs; and
sales or perceived potential sales of additional Class A ordinary shares or ADSs.
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 the Group’s
business. If research analysts 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 the Group’s business, the market price for our ADSs would likely decline. If one or more of
these analysts cease coverage of our company or fail 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.
We may not pay additional cash dividends, so you may not receive any return on your investment unless you sell your Class A ordinary shares or
ADSs for a price greater than that which you paid for them.
On April 22, 2019, our board of directors approved a special cash dividend of US$0.125 per ordinary share (or US$0.25 per American depository
share) based on our outstanding ordinary shares. This special cash dividend aggregated approximately US$37.9 million, of which US$37.8 million was
paid on May 28, 2019 (Eastern Time) to shareholders of record as of the close of trading on May 10, 2019 (Eastern Time). On April 22, 2020, our board
of directors approved a special cash dividend of US$0.125 per ordinary share (or US$0.25 per American depository share) based on our outstanding
ordinary shares. This special cash dividend aggregated approximately US$37.9 million, of which US$37.8 million was paid on May 18, 2020 (Eastern
Time) to shareholders of record as of the close of trading on May 4, 2020 (Eastern Time). On March 11, 2021, our board of directors approved a special
cash dividend of US$0.50 per ordinary share (or US$1.00 per American depositary share) based on our outstanding ordinary shares. This special cash
dividend aggregated approximately US$151.4 million, of which US$147.3 million was paid on April 8, 2021 (Eastern Time) to shareholders of record as
of the close of trading on March 22, 2021 (Eastern Time). On April 22, 2022, our board of directors approved and declared a special cash dividend of
US$0.5 per ordinary share (or US$1 per American depositary share) on our outstanding ordinary shares, to be paid on June 15, 2022 (Eastern Time) to
shareholders of record as of the close of trading on May 25, 2022 (Eastern Time), in an aggregated amount of approximately US$138 million. See “Item
8. Financial Information—A. Consolidated Statements and Other Financial Information—Dividend Policy.” Nonetheless, we currently intend to retain
most, if not all, of our available funds and any future earnings to fund the development and growth of the Group’s business. As a result, we may not pay
any additional cash dividends. Therefore, you should not rely on an investment in our ADSs as a source for any future dividend income.
81
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-LPF-453
22.3.29.0
RHK muruv0tv
HKG
22-Apr-2022 04:32 EST
ˆ2001CSqkb!$LevbeoŠ
4*
0C
2001CSqkb!$Levbeo
56257 TX 82
XHT
ESS
Page 1 of 1
Our board of directors has complete discretion as to whether to distribute dividends. Even if our board of directors decides to declare and pay
additional dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, the Group’s future results of
operations and cash flow, the Group’s capital requirements and surplus, the amount of distributions, if any, received by the Group from our subsidiaries,
the Group’s financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your
investment in our ADSs will likely depend entirely upon any future price appreciation of our ADSs. There is no guarantee that our ADSs will appreciate
in value in the future 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
significantly. As of December 31, 2021, we had 206,506,455 Class A ordinary shares and 72,978,677 Class B ordinary shares outstanding. All ADSs
representing our Class A ordinary shares are freely transferable by persons other than our “affiliates” without restriction or additional registration under
the U.S. Securities Act of 1933, as amended, or the Securities Act. All of the other ordinary shares outstanding are available for sale, subject to volume
and other restrictions as applicable under Rule 144 and Rule 701 under the Securities Act.
Certain major holders of our ordinary shares have the right to cause us to register under the Securities Act the sale of their 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 immediately upon the effectiveness of the registration. Sales of these registered shares in the form of ADSs in the public market could cause the
price of our ADSs to decline significantly.
You, as holders of ADSs, may have fewer rights than holders of our Class A ordinary shares and must act through the depositary to exercise those
rights.
Holders of ADSs do not have the same rights of our shareholders and may only exercise the voting rights with respect to the underlying Class A
ordinary shares in accordance with the provisions of the deposit agreement. Under our third amended and restated articles of association, the minimum
notice period required to convene a general meeting is ten clear days. When a general meeting is convened, you may not receive sufficient notice of a
shareholders’ meeting to permit you to withdraw your Class A ordinary shares to allow you to cast your vote with respect to any specific matter. In
addition, the depositary and its agents may not be able to send voting instructions to you or carry out your voting instructions in a timely manner. We
will make all reasonable efforts to cause the depositary to extend voting rights to you in a timely manner, but there can be no assurance that you will
receive the voting materials in time to ensure that you can instruct the depositary to vote your ADSs. Furthermore, the depositary and its agents will not
be responsible for any failure to carry out any instructions to vote, for the manner in which any vote is cast or for the effect of any such vote. As a result,
you may not be able to exercise your right to vote and you may lack recourse if your ADSs are not voted as you requested. In addition, in your capacity
as an ADS holder, you will not be able to call a shareholders’ meeting.
82
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN13
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!i=DnFe&Š
3*
0C
2001CSqkb!i=DnFe&
56257 TX 83
XHT
ESS
Page 1 of 1
Your rights to pursue claims against the depositary as a holder of ADSs are limited by the terms of the deposit agreement and the deposit agreement
may be amended or terminated without your consent.
Under the deposit agreement, any action or proceeding against or involving the depositary, arising out of or based upon the deposit agreement or
the transactions contemplated thereby or by virtue of owning the ADSs may only be instituted in a state or federal court in New York, New York, and
you, as a holder of our ADSs, will have irrevocably waived any objection which you may have to the laying of venue of any such proceeding, and
irrevocably submitted to the exclusive jurisdiction of such courts in any such action or proceeding. Also, we may amend or terminate the deposit
agreement without your consent. If you continue to hold your ADSs after an amendment to the deposit agreement, you agree to be bound by the deposit
agreement as amended. See “Item 12. Description of Securities other than Equity Securities—D. American Depositary Shares” for more information.
Your right to participate in any future rights offerings may be limited, which may cause dilution to your holdings.
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 U.S. unless we register both the distribution and sale of 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 distribution and sale of 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 in the future and may experience dilution in
your holdings.
You may not receive cash dividends or other distributions if the depositary determines it is illegal or impractical to make them available to you.
The depositary will pay cash dividends on the ADSs only to the extent that we decide to distribute dividends on our Class A ordinary shares or
other deposited securities, and we may not pay any cash dividends. See “Item 8. Financial Information—A. Consolidated Statements and Other
Financial Information—Dividend Policy.” To the extent that there is a distribution, the depositary of our ADSs has agreed to pay to you the cash
dividends or other distributions it or the custodian receives on our 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
may, at its discretion, decide that it is illegal or impractical to make a distribution available to any holders of ADSs. For example, the depositary may
determine that it is not practicable to distribute certain property through the mail, or that the value of certain distributions may be less than the cost of
mailing them. In these cases, the depositary may decide not to distribute such property to you.
83
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN13
22.3.29.0
RHK pf_rend
HKG
You may be subject to limitations on transfer of your ADSs.
20-Apr-2022 04:20 EST
ˆ2001CSqkb!i=MekeEŠ
3*
0C
2001CSqkb!i=MekeE
56257 TX 84
XHT
ESS
Page 1 of 1
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.
Our third amended and restated memorandum and articles of association contain anti-takeover provisions that could discourage a third party from
acquiring us, which could limit our shareholders’ opportunity to sell their shares, including ordinary shares represented by our ADSs, at a premium.
We have adopted the third amended and restated articles of association, which became effective immediately prior to the completion of our initial
public offering, that contain provisions to limit the ability of others to acquire control of our company or cause us to engage in change-of-control
transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing
market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. For example, our
board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their
designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions,
including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the
rights associated with our Class A ordinary shares, in the form of ADS or otherwise. 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. In addition, our third amended and restated memorandum and articles of association contain other provisions that could limit the
ability of third parties to acquire control of our company or cause us to engage in a transaction resulting in a change of control, including a provision that
entitles each Class B ordinary share to 20 votes in respect of all matters subject to a shareholders’ vote.
84
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN13
22.3.29.0
RHK pf_rend
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20-Apr-2022 04:20 EST
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ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable
outcomes to the plaintiff(s) in any such action.
The deposit agreement governing the ADSs representing our Class A ordinary shares provides that holders and beneficial owners of ADSs
irrevocably waive the right to a trial by jury in any legal proceeding arising out of or relating to the deposit agreement or the ADSs, including claims
under federal securities laws, against us or the depositary to the fullest extent permitted by applicable law. If this jury trial waiver provision is prohibited
by applicable law, an action could nevertheless proceed under the terms of the deposit agreement with a jury trial. To our knowledge, the enforceability
of a jury trial waiver under the federal securities laws has not been finally adjudicated by a federal court. However, we believe that a jury trial waiver
provision is generally enforceable under the laws of the State of New York, which govern the deposit agreement, by a federal or state court in the City of
New York, which has non-exclusive jurisdiction over matters arising under the deposit agreement. In determining whether to enforce a jury trial waiver
provision, New York courts will consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that
a party has knowingly waived any right to trial by jury. We believe that this is the case with respect to the deposit agreement and the ADSs. In addition,
New York courts will not enforce a jury trial waiver provision in order to bar a viable setoff or counterclaim sounding in fraud or one which is based
upon a creditor’s negligence in failing to liquidate collateral upon a guarantor’s demand, or in the case of an intentional tort claim, none of which we
believe are applicable in the case of the deposit agreement or the ADSs. No condition, stipulation or provision of the deposit agreement or ADSs serves
as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with any provision of the federal securities laws. If you
or any other holder or beneficial owner of ADSs brings a claim against us or the depositary in connection with matters arising under the deposit
agreement or the ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial
with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and/or the depositary. If a lawsuit is brought
against us and/or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be
conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could
be less favorable to the plaintiff(s) in any such action, depending on, among other things, the nature of the claims, the judge or justice hearing such
claims and the venue of the hearing.
Certain judgments obtained against us by our shareholders may not be enforceable.
We are an exempted company incorporated under the laws of the Cayman Islands. Substantially all of our assets are located outside the United
States. In addition, substantially all of our directors and executive officers and the experts named in this annual report reside outside the United States,
and most of their assets are located outside the United States As a result, it may be difficult or impossible for you to bring an action against us or against
them in the United States in the event that you believe that your rights have been infringed under the United States federal securities laws or otherwise.
Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands, China or other relevant jurisdiction may render you unable
to enforce a judgment against our assets or the assets of our directors and officers.
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CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN13
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You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are
incorporated under Cayman Islands law.
We are an exempted company limited by shares incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our
third amended and restated memorandum and articles of association, the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the
Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority
shareholders and the fiduciary duties of our directors to us under Cayman Islands law 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
the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights
of our shareholders and the fiduciary duties of our directors under Cayman Islands law may be narrower in scope or less developed than they would be
under statutes or judicial precedent in some jurisdictions in the U.S. In particular, the Cayman Islands have a less developed body of securities laws than
the U.S. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In
addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.
Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records or to
obtain copies of lists of shareholders of these companies. Our directors have discretion under the third amended and restated memorandum and articles
of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged
to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for
a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.
As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by
management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the
U.S.
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 Exchange Act, we are exempt from certain provisions of the securities rules and
regulations in the U.S. that are applicable to U.S. domestic issuers, including: (i) the rules under the Exchange Act requiring the filing with the SEC of
quarterly reports on Form 10-Q, quarterly certifications by the principal executive and financial officers, or current reports on Form 8-K; (ii) the sections
of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (iii) 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 (iv) the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
86
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN13
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We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish the
Group’s 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 timely compared to that required to be filed with the SEC by U.S. domestic issuers. For example, U.S. domestic issuers
are required to file annual reports within 60 to 90 days from the end of each fiscal year. As a result, you may not be afforded the same protections or
information that would be made available to you were you investing in a U.S. domestic issuer.
We are an emerging growth company and may take advantage of certain reduced reporting requirements.
We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various requirements
applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the
auditor attestation requirements of Section 404 of Sarbanes-Oxley Act of 2002 for so long as we are an emerging growth company. As a result, if we
elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.
The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards
until such date that a private company is otherwise required to comply with such new or revised accounting standards. We will take advantage of the
extended transition period. As a result of this election, our financial statements may not be comparable to other public companies that comply with the
public company effective dates for these new or revised accounting standards.
We have incurred and expect to continue to incur significant costs as a public company, which could lower our profits or make it more difficult to
run our business.
As a public company, we have incurred and expect to continue to incur significant legal, accounting and other expenses that we did not incur as a
private company to ensure that we comply with the various requirements on corporate governance practices imposed by the Sarbanes-Oxley Act of
2002, as well as rules subsequently implemented by the SEC and NYSE.
For example, we have increased the number of independent directors and adopted policies regarding internal controls and disclosure controls and
procedures. We have also incurred additional costs associated with our public company reporting requirements. We expect that these rules and
regulations will continue to cause us to incur elevated legal and financial compliance costs, devote substantial management effort to ensure compliance
and make some corporate activities more time-consuming and costly. We are currently evaluating and monitoring developments with respect to these
rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such
costs.
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CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-LPF-453
22.3.29.0
RHK muruv0tv
HKG
22-Apr-2022 04:38 EST
ˆ2001CSqkb!$NJVLe$Š
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56257 TX 88
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As a company with less than US$1.07 billion in net revenues for our last financial year, we qualify as an “emerging growth company” pursuant to
the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable
generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley
Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or
revised accounting standards until such time as those standards apply to private companies. Once we are no longer an “emerging growth company,” we
expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the
Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC.
In the past, shareholders of a public company often brought securities class action suits against companies following periods of instability in the
market price of those companies’ 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.
There is a significant risk that we may be classified as a passive foreign investment company, or PFIC, which could result in adverse U.S. tax
consequences to U.S. investors.
In general, we will be a PFIC for any taxable year in which:
•
•
at least 75% of our gross income is passive income, or
at least 50% of the value (generally determined based on a quarterly average) of our assets is attributable to assets that produce or are held
for the production of passive income.
There are uncertainties in the application of the PFIC rules to a company with our particular business operations. However, based on the past and
projected composition and classification of our income and assets, we believe that there is a significant risk that we were a PFIC for United States
federal income tax purposes for 2021, and that we may be classified as a PFIC in future taxable years. The determination of whether we are a PFIC is
made annually. Accordingly, it is possible that our PFIC status may change due to changes in our asset or income composition.
In addition, there is uncertainty as to the treatment of our corporate structure and ownership of our consolidated VIE for United States federal
income tax purposes. For United States federal income tax purposes, we consider ourselves to own the equity of our consolidated VIE. If it is
determined, contrary to our view, that we do not own the equity of our consolidated VIE for United States federal income tax purposes (for instance,
because the relevant PRC authorities do not respect these arrangements), we are more likely to be treated as a PFIC.
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CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-LPF-453
22.3.29.0
RHK muruv0tv
HKG
22-Apr-2022 04:38 EST
ˆ2001CSqkb!$NBMkeAŠ
6*
0C
2001CSqkb!$NBMkeA
56257 TX 89
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If we are a PFIC for any taxable year during which you hold our ADSs or Class A ordinary shares, our PFIC status could result in adverse United
States federal income tax consequences to you if you are a United States Holder, as defined under “Item 10. Additional Information—E. Taxation—
Certain United States Federal Income Tax Considerations.” For example, if we are or become a PFIC, you may become subject to increased tax
liabilities under United States federal income tax laws and regulations, and will become subject to burdensome reporting requirements. See “Item 10.
Additional Information—E. Taxation—Certain United States Federal Income Tax Considerations—Passive Foreign Investment Company.” There can be
no assurance that we will not be a PFIC for the current or any future taxable year.
As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance
matters that differ significantly from the NYSE corporate governance listing standards. These practices may afford less protection to shareholders
than they would enjoy if we complied fully with the NYSE corporate governance listing standards.
We are a company incorporated in the Cayman Islands, and our ADSs are listed on the NYSE. The NYSE market rules permit a foreign private
issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is
our home country, may differ significantly from the NYSE corporate governance listing standards.
For instance, we are not required to: (i) have a majority of the board be independent; (ii) have a compensation committee or a nominating and
corporate governance committee consisting entirely of independent directors; (iii) obtain shareholders’ approval for issuance of securities in certain
situations; or (iv) have regularly scheduled executive sessions with only independent directors each year.
We intend to rely on the four exemptions described above. As a result, you may not be provided with the benefits of certain corporate governance
requirements of the NYSE.
ITEM 4.
INFORMATION ON THE COMPANY
A. History and Development of the Company
The Group began operations in August 2010 through Shanghai Cango, which was founded under the laws of the PRC by a group of pioneers who
built the first automotive finance business in China, SAIC-GMAC Automotive Finance Co., Ltd. The Group initially focused on providing automotive
financing solutions to car buyers by connecting them to dealers and financial institutions through Cango platform. As of December 31, 2021, the
Group’s dealer network was comprised of 45,930 registered dealers. The Group has also established partnerships with several financial institutions over
time, including WeBank, MYbank, Bank of Shanghai, Shanghai Rural Commercial Bank, Jiangnan Rural Commercial Bank and ICBC. Led by an
experienced and visionary management team, the Group has extended services beyond the facilitation of automotive financing transactions and
identified new ways to strengthen Cango platform and serve the customers, such as by starting to provide automobile trading solutions in 2015 and after-
market services facilitation in 2017.
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CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN13
22.3.29.0
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HKG
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In October 2017, we incorporated Cango Inc. under the laws of the Cayman Islands, which has become our ultimate holding company, and
subsequently, we established a wholly-owned subsidiary in Hong Kong, Cango Group Limited, to be our intermediate holding company. In January
2018, we established Can Gu Long as our wholly foreign owned subsidiary in China. Can Gu Long has entered into a series of contractual arrangements
with Shanghai Cango and its shareholders, which allows us to exercise effective control over Shanghai Cango and receive substantially all the economic
benefits of Shanghai Cango. As a result, we are the primary beneficiary of Shanghai Cango for accounting purposes and hence consolidate its financial
results under U.S. GAAP. The acquisition of Shanghai Chejia was completed at the end of September 2018. In 2019, Shanghai Cango acquired Shanghai
Quanpin Automobile Sales Co., Ltd., which wholly owns Fushun Insurance Brokerage Co., Ltd., at a total cash consideration of RMB66.1 million. The
purpose was to obtain the insurance brokerage license to enhance after-market services facilitation business.
The Group completed three rounds of equity financing prior to the completion of our initial public offering. The first round of equity financing
was completed in July 2017, and investors included Warburg Pincus Financial Global Ltd. and Primavera. The second round of equity financing was
completed in March 2018, and investors included, among others, Tencent, Taikang Life Insurance and Didi Chuxing. The third round of equity financing
was completed with Didi Chuxing and another investor in June 2018. Our ADSs, each representing two of our Class A ordinary shares, have been listed
on the New York Stock Exchange since July 26, 2018 under the symbol “CANG.”
B.
Business Overview
Overview
Who We Are
The Group is a leading technology-enabled automotive transaction service platform in China, connecting dealers, OEMs, car buyers and other
industry participants. The Cango platform empowers and serves upstream and downstream of the automotive transaction value chain and offers
comprehensive services, working together with platform participants to deliver simple and enjoyable car purchasing and ownership experience. The
Group has extensive, technology-enabled service offerings that cover each key component of the automotive transaction value chain, including pre-sale
automobile trading solutions, during-sale automotive financing facilitation services, and post-sale after-market services facilitation.
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CANGO INC.
FORM 20-F
Donnelley Financial
None
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Our Vision and Roadmap to Our Vision
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Our vision is to make automotive transactions simpler, easier and more pleasant. Automotive financing was originally the Group’s entry point to
automotive transaction value chain, and by leveraging its deep expertise in automotive financing, it has accumulated core capabilities that allow it to
capture opportunities in upstream and downstream of the automotive transaction value chain. For example, the Group’s customer acquisition channels
include 45,930 registered dealers, many of which are non-4S dealers that are under-covered by OEMs. In addition, the Group also established advanced
technology-enabled infrastructure to empower platform participants, such as car trade transaction platform and CRM system for dealers, as well as
automotive distribution network in lower tier cities. Equipped with unique capabilities and expertise in automotive industry, the Group is well positioned
to expand its footprint into automobile trading business and further scale up business.
Such diversified customer acquisition channels enable the Group to acquire latest and first-hand knowledge of car buyers’ automotive demand and
preference. Leveraging its offline service expertise in lower-tier cities, it has built a distribution network that covers critical warehousing and logistics
arrangements to realize the “last mile” delivery of transaction. These industry knowledge, further empowered by technology and data insights, creates
opportunities to develop a business transition to provide automobile trading solutions. Moreover, automobile trading capabilities enable the Group to
achieve scalability in transaction volume, which is an important factor for attracting new business partners and creating future monetization
opportunities. By participating on the scalable Cango platform, business partners are able to improve their operating efficiency and capture additional
business opportunities. The Group’s automotive financing facilitation, after-market service facilitation and other service offerings also can be attached to
the automobile trading process, providing a one-stop platform for all key participants, simple and enjoyable car purchasing experience for car buyers, as
well as multiple revenue streams for the Group.
The Group has been focusing on building a self-reinforcing ecosystem. Leveraging the well-established automotive transaction service platform, it
is well positioned to engage more industry participants through Cango platform. As the Group facilitates more transactions, offers more solutions and
services and creates more value for them, it benefits from a self-reinforcing virtuous cycle, which further enhances the close-looped ecosystem. As such,
we believe the Cango platform offers core value propositions (i) for car dealers by matching demand and supply to improve their car sourcing efficiency
and enable them to access popular car models to better serve car buyers; (ii) for OEMs by expanding sales channels to help them reach under-covered
geographies through a vast dealer network; and (iii) for car buyers, as they will enjoy simple and pleasant one-stop car purchasing experience through
the solution and service offerings on Cango platform.
Solutions and Service Offerings
The Group provides three types of services covering each key component of the automotive transaction value chain, including pre-sale automobile
trading solutions, during-sale automotive financing facilitation and post-sale after-market services facilitation.
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CANGO INC.
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None
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Automobile Trading Solutions
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Automobile trading solutions will be the key catalyst to fuel the Group’s growth in the future. The Group provides car sourcing and logistics and
warehousing support for dealers, which we refer to as B2B transactions, and facilitation of car purchases for car buyers, which we refer to as B2C
transactions. In connection with B2B transactions, the Group aggregates demand from dealers, makes bulk purchase of cars from OEMs and then
arranges delivery of cars to the dealers. Such business model is nimble compared to a traditional automobile trading business, which is typically asset-
heavy. The Group only makes bulk purchase from OEMs when it has a high level of confidence on downstream demand, and such demand is backed by
the deposits the dealers place with it. In addition, with average turnaround time of approximately less than 30 days, the Group is capable of self-funding
the inventory working capital and hence does not have to rely on external leverage. Such ability to source cars from OEMs at attractive price and match
demand of car buyers add tremendous value for dealers in the network, addressing one of their major pain points. As such, this business further increases
the Group’s market share at such dealers and their loyalty to it.
In B2C transactions, the Group collaborates with online automotive advertising platforms to help prospective car buyers find suitable cars in its
dealer network while providing them with financing solutions and after-market services. The Group also collaborates with third-party sales
representatives, who identify leads through existing social networks in local communities and guide these leads to designated dealers in the region to
convert into actual car purchase as well as other value-added services.
The Group’s customer acquisition channels include both dealer network and third party sales representative. Such dealer network, consisting of
45,930 registered dealers as of December 31, 2021, places the Cango platform at the center of automotive transaction value chain and enables the Group
to closely connect with car buyers. In the three months ended December 31, 2021, there were 13,165 active dealers in the Group’s dealer network,
representing 29.6% of its registered dealers. In addition, the Group assembled a dedicated team of third-party sales representatives in 2020, which
further deepens its coverage in lower-tier cities with more granularities, complementing existing coverage through dealer network. In 2021, the Group’s
B2B and B2C transactions reached 23,166 new car transactions with a total transaction value of RMB2,227.2 million (US$349.5 million), representing a
significant year-on-year growth from RMB624.8 million in 2020.
Automotive Financing Facilitation Services
The Group provides automotive financing facilitation services primarily by connecting financial institutions and car buyers, leveraging its vast
dealer network. Funding for such financing solutions is provided by either third-party financial institutions or Shanghai Chejia, which is the Group’s
consolidated affiliate. The Group also provides value-added services, such as assistance with administrative procedures associated with car purchasing
and financing. The Group creates value proposition for financial institutions, as it brings underserved customers in lower-tier cities to financial
institutions, as well as offers integrated solutions that support the full life cycle of automotive financing transactions, including credit origination, credit
assessment, credit servicing and delinquent asset management services. The Group has established in-depth collaboration with 12 third-party financial
institutions through two models, which we refer to as the direct partnership model and co-partnership model. The Group also creates value proposition
for car buyers, as it provides car buyers with comprehensive one-stop services. The Group facilitated the financing of 318,772 new and used car
purchases with a total amount of financing transactions of RMB30.1 billion (US$4.7 billion) in 2021.
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None
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After-market Services Facilitation
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The Group facilitates the sale of insurance policies and other after-market services for car buyers. As of December 31, 2021, the Group
collaborated with 35 insurance brokers and companies to facilitate the sale of their products, such as auto insurance, accident insurance and health
insurance, to car buyers. The Group continues to explore opportunities to facilitate other after-market services on Cango platform, including additional
types of insurance, extended warranties, car customization, maintenance and repair, and personal wealth management products.
New Strategic Initiatives
While the Group strategically started its business in lower-tier cities with primary focus on new car transactions and collaboration with traditional
domestic OEMs, it has been developing new strategic initiatives, including expanding into top-tier cities to collaborate with 4S dealers, selected
higher-end brands and new energy vehicle, or NEV, manufacturers. As it witnesses the emergence of NEVs in the automotive industry as the next-
generation trend, it has consistently focused on developing its footprint in the NEV space through several strategic initiatives with NEV manufacturers.
The Group collaborates with some major NEV brands, and the cooperation encompasses loan facilitation, insurance, leasing, as well as other services.
NEV manufacturers typically do not have a large offline network. This creates a unique opportunity for the Group to provide offline services to NEV
manufacturers and their customers by realizing the “last mile” of transaction, leveraging the Group’s nationwide network, operational expertise and
industry knowhow. Moreover, the Group has steadfastly expanded its dealer coverage into higher-end market and 4S dealers, as this is a larger
addressable market facing a customer base with superior creditworthiness.
The Group will continue investing and upgrading its car trade transaction platform for dealers, which cater to evolving needs of car dealers, by
improving user interface and developing diversified modules and functions. The Group plans to improve dealers’ access to car sourcing channels and
supply chain financing, as well as helping them to manage inventory and engage potential car buyers. In return, the Group will be able to acquire first-
hand demand information from massive car dealers under its coverage and strengthen its negotiation power with OEMs, eventually resulting in more
transactions, more monetization opportunities and enhanced leadership positions in the automotive transaction value chain.
The Group continuously explores opportunities to collaborate with additional institutional funding partners. Since March 2020, the Group has
collaborated with MYbank to facilitate financing transactions funded by a major commercial bank.
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Revenue Model and Financials
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The Group receives sales revenue and fee income for its automobile trading solutions. In automotive financing, the Group charges financial
institutions service fee based on a percentage of the principal amount of the relevant financing transactions. For the after-market services, the Group
earns fixed service fee for facilitating the sale of different kinds of insurance products, such as accident insurances, automotive insurances and health
insurances. The Group has experienced strong growth in the results of operations. Its revenues increased by 91.1% from RMB2,052.4 million in 2020 to
RMB3,921.7 million (US$615.4 million) in 2021.
Solutions and Service Offerings
The Group provides integrated solutions and services through its technology-enabled platform along the entire automotive transaction value chain.
As such, its solutions and service offerings include pre-sale automobile trading solutions, during-sale automotive financing facilitation and post-sale
after-market services facilitation. The Group primarily enables other platform participants to optimize their operations or secure better terms in
transactions. The unique value proposition brought to platform participants allows the Group to both solidify existing relationships and attract new
participants to Cango platform. As the Group serves and interacts with different types of platform participants, it gains further insights into them and
captures new business opportunities.
Automobile Trading Solutions
The Group possesses a large number of automotive transaction data, as it facilitates the distribution of automotive financing products. Utilizing
these data, it is able to provide additional services, including car sourcing and logistics and warehousing support for dealers, which we refer to as B2B
transactions, and facilitation of car purchases for car buyers, which we refer to as B2C transactions. By using the automobile trading solutions, dealers
are also able to enjoy economies of scale in vehicle sourcing and logistics management. Similarly, the automobile trading solutions are also powered by
the Group’s technology platform, aiming to maximize efficiencies.
•
B2B transactions: The Group’s B2B transaction services enable its registered dealers to access additional car sourcing channels and
receive value-added services including logistics and warehousing support. The Group also offers car trade transaction platform to
strengthen its relationships with dealers. As a comprehensive tool kit to address dealers’ pain points, this car trade transaction platform
allows dealers to conveniently source cars, manage inventory and engage potential car buyers. The Group started to significantly expand
the number of B2B transactions in the third quarter of 2020. It aims to help non-4S dealers source cars cost-efficiently and help OEMs
better address market demands across China, especially in lower-tier cities. As part of the car trade transaction platform, the Group offers
dealers a mobile application on which they can search and view car models available on Cango platform and place orders. The Group
periodically updates the selection of car models based on new car launches and demands by dealers. When placing an order, a dealer is
required to pay a deposit, which represents a percentage of the total purchase price. The Group purchases cars from OEMs based on orders
from dealers. Dealers are required to pay purchase prices in full and pick up cars from local warehouses maintained by OEMs or the Group
before specific deadlines. If dealers fail to make timely payments, their deposits are forfeited and the Group will seek to sell the relevant
cars to other buyers.
94
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN13
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!iaMkGe-Š
3*
0C
2001CSqkb!iaMkGe-
56257 TX 95
XHT
ESS
Page 1 of 1
•
B2C transactions: The Group collaborates with online automotive advertising platforms to facilitate car purchases for car buyers. The
Group assists prospective car buyers to find suitable cars in the vast dealer network according to each car buyer’s unique preference. The
service also enables the Group’s registered dealers to tap into the large user base of the online automotive advertising platforms. The Group
does not charge car buyers or dealers fees for facilitating B2C transactions. Nonetheless, the Group generates income by facilitating
financing for such B2C transactions. In addition, the Group also maintains regular contact with prospective car buyers who have indicated
interest in purchasing a car but have not been able to locate a suitable one in existing dealer network. The Group aims to convert some of
them into its customers in the future. Such frequent contacts with these prospective car buyers and deep insights into their needs may also
bring the Group additional cross-selling opportunities in the future.
Automotive Financing Facilitation Services
Automotive financing facilitation services primarily involve facilitating financing transactions from financial institutions to car buyers. For
financial institutions, the Group offers integrated solutions that support the full life cycle of automotive financing transactions, including credit
origination, credit assessment, credit servicing and delinquent asset management services. For car buyers, the Group facilitates financing transactions
that make their car purchases more affordable, and the Group also assists them in handling administrative procedures in relation to car purchasing and
financing. The Group leverages its large nationwide dealer network in providing the services to financial institutions and car buyers. In addition, the
focus on technology-driven process also allows the Group to serve customers in a highly efficient manner, achieving average credit decision time of less
than two hours for financing transactions facilitated.
Services Provided to Financial Institutions
•
Credit origination: The Group arranges marketing campaigns of financial institutions’ automotive financing solutions at the sites of its
registered dealers. The Group utilizes its sales team, dealer financial managers, sales agents and sales representatives to promote
automotive financing solutions and explain the key terms to prospective car buyers. The Group provides credit application forms to, and
collect completed applications from, prospective car buyers. The Group’s technology enables electronic submission of 100% of these
credit applications through either mobile applications or webpages by the sales team, dealer financial managers or sales agents. By
integrating the Group’s IT system with those of financial institutions, it is able to provide them updates as to the number and the amount of
financing transactions that it helps them underwrite on a real time basis.
95
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN13
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!iaTSX4_Š
3*
0C
2001CSqkb!iaTSX4_
56257 TX 96
XHT
ESS
Page 1 of 1
•
Credit assessment: The Group conducts a thorough credit assessment of each applicant using its credit assessment model and have its
credit assessment team conduct a manual evaluation when necessary. To assist financial institutions in making ultimate credit decisions, the
Group refers qualified credit applications to such financial institutions, which perform independent credit assessment. The Group has
in-depth collaboration with financial institutions and incorporates the credit policies and standards of these financial institutions into its
credit assessment system. The Group’s IT system is also highly integrated with financial institutions with which it directly collaborates. As
such, the Group provides significant value to facilitate the ultimate credit decision making process of financial institutions by enhancing its
efficiency. For example, it only takes less than two hours on average from submission of credit application to credit decision. In some
instances, credit decisions can be provided in less than half an hour.
•
Credit servicing: Once the credit application is approved, the Group coordinates with the car buyer and the financial institution to execute
the necessary financing documents, in most cases electronically. Upon execution of the financing documents, the financial institution will
remit the funds to the relevant dealer to close the transaction. Car buyers are required to designate specific bank accounts to make
repayments. The Group also assists financial institutions in setting up electronic repayment instructions for car buyers to wire the
repayments to financial institutions periodically as well as sending periodical reminders to car buyers ahead of each repayment due date.
By integrating the Group’s IT system with those of financial institutions, it is also able to monitor repayments continuously and share with
financial institutions information as to car buyer delinquencies and vehicle locations on a real time basis.
•
Delinquent asset management: The Group helps financial institutions collect repayments and recover collaterals for financing transactions
that have become delinquent, with the aim to cost-effectively recover value. The delinquent asset management process consists of six
distinct stages, namely automated reminders, live phone calls, in-person visits, recovery, disposal and legal actions. The Group has
established a nationwide network of external counsel to supplement its own resources. The in-house team is also closely involved in each
stage of the delinquent asset management process to ensure compliance with the relevant laws and regulations.
The Group charges financial institutions service fees for credit origination, credit assessment and credit servicing. These service fees are typically
based on a percentage of the principal amount of the relevant financing transaction. The Group charges certain financial institutions additional fees for
its delinquent asset management services.
96
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN13
22.3.29.0
RHK pf_rend
HKG
Services Provided to Car Buyers
20-Apr-2022 04:20 EST
ˆ2001CSqkb!iabT8ePŠ
5*
0C
2001CSqkb!iabT8eP
56257 TX 97
XHT
ESS
Page 1 of 1
•
Automotive Financing Solutions: The Group assists car buyers in obtaining the appropriate financing package for purchasing a car,
including introduction of automotive financing solutions of third-party financial institutions that it partners with. These automotive
financing solutions are structured as either loans or financing leases. The Group also facilitates financing leases to car buyers through
Shanghai Chejia, which is the Group’s consolidated affiliate. In 2021, 85.6% of the amount of financing transactions the Group facilitated
were used for purchasing new cars, while the rest were used for used car purchases. The table below sets forth a breakdown of the total
amount of financing transactions facilitated by funding sources, both in absolute amount and as a percentage of the total amount facilitated,
in the periods presented.
2019
2020
2021
Year ended December 31,
Financing transactions funded by third-party financial institutions
Financing transactions funded by Shanghai Chejia
Total
RMB
RMB
%
%
(in thousands, except for percentages)
25,969,896 92.6 27,161,201 98.1 29,036,779 4,556,504 96.4
3.6
2,084,397
28,054,293 100.0 27,697,739 100.0 30,128,194 4,727,771 100.0
1.9 1,091,415 171,267
536,538
%
7.4
RMB
US$
The table below sets forth the number of credit applications the Group processed and the number of financing transactions the Group facilitated in
the periods presented.
Number of credit applications
74,339 92,711
Number of financing transactions facilitated 57,905 63,541
131,037
86,329
180,811
121,518
163,791
115,564
117,688
81,866
98,137
65,204
84,417
56,138
March 31, June 30, September 30, December 31, March 31,
June 30, September 30, December 31,
2020
2021
Three months ended
•
Purchase Facilitation: Leveraging the knowledge of automotive transactions, the Group offers car buyers various value-added services
associated with purchasing cars with financing. Such services mainly involve registrations of license plates and collaterals with the
relevant government authorities. Car buyers tend to be unfamiliar with the rules and procedures for making such registrations, and we
believe these services significantly improve car buyers’ experience in purchasing cars with financing.
The Group may charge car buyers a fee for providing value-added services in certain instances. In addition, the Group recognizes leasing income
relating to financing leases funded by Shanghai Chejia.
After-market Services Facilitation
Cango platform also facilitates after-market services to car buyers, which is primarily comprised of facilitating the sale of insurance policies from
insurance brokers or companies. The Group’s scale and ability to provide an effective channel for insurance brokers and companies to acquire customers
has enabled it to negotiate more favorable premium for car buyers. The products currently offered through Cango platform are accident insurances,
automotive insurances and health insurances. The Group earns service fees for facilitating the sale of such insurance products. We believe the Group is
able to understand the needs of car buyers and deliver competitively priced products that resonate with car buyers. In 2020, the Group formed a key
account sales team and call center, which helped it drive the growth of insurance facilitation business. The Group will continue to explore and identify
opportunities to facilitate other after-market services, including additional types of insurances, extended warranties, car customization, maintenance and
repair, and personal wealth management products.
97
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-LPF-453
22.3.29.0
RHK muruv0tv
HKG
Relationships with Platform Participants
22-Apr-2022 04:40 EST
ˆ2001CSqkb!$NNGWe+Š
4*
0C
2001CSqkb!$NNGWe+
56257 TX 98
XHT
ESS
Page 1 of 1
As the leading automotive transaction service platform in China, Cango platform connects dealers, financial institutions, car buyers and other
participants such as insurance brokers and companies, online automotive advertising platforms and OEMs. The scale of Cango platform has a network
effect that further strengthens the ability to serve each party on the platform. We believe that by leveraging the technological capabilities and strong
relationships with customers and business partners, we will be able to transform the automotive and mobility markets in China.
Dealers
An extensive dealer network is the foundation of Cango platform, and the Group closely collaborates with registered dealers when providing
services to financial institutions and car buyers. At the same time, the Group helps dealers increase their sales and source additional car buyers for them.
The Group also enables B2B transactions for registered dealers by providing additional car sourcing channels and value-added services including
logistics and warehousing support. The Group launched its car trade transaction platform, which allows dealers to conveniently source cars, manage
inventory and engage potential car buyers. Such full-process services significantly strengthen the relationships with dealers, which in turn enhance the
value of Cango platform to financial institutions and car buyers.
As of December 31, 2021, the Group’s dealer network was comprised of 45,930 registered dealers. As of the same date, such extensive dealer
network covered 344 cities and all province-level administrative regions in China.
The Group manages the dealer network through a dedicated in-house sales team of 1,216 employees as of December 31, 2021. Responsibilities of
the sales team include sourcing and preliminary review of new dealers, management of relationships with registered dealers and on-the-ground customer
support. Responsibilities of regional offices include management of regional dealer networks, management of sales team and organizing regional
marketing campaigns. Responsibilities of headquarters include, among other things, review and approval of new dealers, periodic review of existing
dealers and management of dealer database. The Group has implemented an incentive scheme for members of the sales team based on their
performance, and monitors performance data on a real-time basis through the electronic sales management system.
The sales team also utilizes a sales management system to engage new dealers and monitor existing dealers. The system maintains a
comprehensive list of dealers across China, and the Group continually updates this list based on information obtained from online automotive
advertising platforms, OEMs as well as government sources. Based on the list, the Group analyzes the penetration rate of existing dealer network in each
region, screen dealers which are suitable for the dealer network and proactively engage these dealers.
98
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN13
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!iamvde{Š
4*
0C
2001CSqkb!iamvde{
56257 TX 99
XHT
ESS
Page 1 of 1
To ensure the quality of the dealer network as well as prevent potential fraud risk, the Group has implemented a rigorous procedure to screen
dealers based on the dealer’s licensing status, operation history, scale, location and various other factors. The Group maintains an internal blacklist of
fraudulent dealers, and also uses a third-party database to identify whether a dealer has been involved in significant lawsuits. The screening procedure
involves an on-site visit, during which the sales team interviews the dealership manager, examines the dealer’s business licenses and makes inquiries
about its business. The sales team records its findings electronically in the sales management system and submits the findings electronically to a group
of around ten supervisors based in the headquarters, who make the final decision as to whether the dealer can join the Group’s network.
Through such sales management system, the Group constantly monitors and evaluates the performance of all registered dealers, including factors
such as their productivity and credit quality of financing transactions originated through them. To maintain operational efficiency, the Group terminates
relationships with registered dealers that fail to meet the performance expectations. The following table sets forth the total number of the Group’s
registered dealers as of the dates indicated and the number of active dealers during the periods indicated as a percentage of the total number of the
Group’s registered dealers as of the end of such periods.
Registered dealers at end of period
Active dealers (%)
45,688
32.7
44,521
34.3
46,248
38.7
48,487
40.6
47,017
41.1
47,740
37.3
47,718
32.7
45,930
29.6
March 31, June 30, September 30, December 31, March 31, June 30, September 30, December 31,
2020
2021
As of / in the three months ended
As of December 31, 2021, there were 45,930 dealers in the dealer network, and the number of active dealers in the fourth quarter of 2021
represented 29.6% of the total numbers of dealers as of December 31, 2021.
The following table sets forth a breakdown of the number of registered dealers in the Group’s dealer network by location, both in absolute terms
and as a percentage of the total number of registered dealers, as of the dates indicated.
Tier-one and tier-two cities
Lower-tier cities
Total
2019
As of December 31,
2020
Number % Number % Number %
13,536 27.5 13,014 26.8 13,400 29.2
35,702 72.5 35,473 73.2 32,530 70.8
49,238 100.0 48,487 100.0 45,930 100.0
2021
The Group collaborates with two types of dealers, namely 4S dealers and non-4S dealers. Each 4S dealer sells products exclusively from one
OEM and adopts store designs specified by such OEM. 4S dealers cover a comprehensive set of functions, including auto sales, spare parts, after-sale
services and customer surveys. In contrast, non-4S dealers only cover auto sales and after-sales services, but not spare parts or customer surveys. A
non-4S dealer does not have an exclusivity arrangement with any individual OEM and tends to sell cars from multiple OEMs. A non-4S dealer may sell
new cars, used cars or both. Non-4S dealers tend to have smaller scale of operations and lack connections with OEMs and financial institutions. As such,
non-4S dealers tend to lack stable sources to purchase cars by themselves or find financing solutions for car buyers, and Cango platform is well
positioned to create significant value for such dealers.
99
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN13
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:21 EST
ˆ2001CSqkb!iarVbezŠ
3*
0C
2001CSqkb!iarVbez
56257 TX 100
XHT
ESS
Page 1 of 1
The following table sets forth a breakdown of the number of registered dealers by type, both in absolute terms and as a percentage of the total
number of registered dealers, as of the dates indicated.
4S dealers
Non-4S dealers
Total
2019
As of December 31,
2020
Number % Number % Number %
9,231 18.7 9,214 19.0 9,844 21.4
40,007 81.3 39,273 81.0 36,086 78.6
49,238 100.0 48,487 100.0 45,930 100.0
2021
The Group’s sales team actively manages the dealer network through frequent on-site visits and timely updates of product offerings on Cango
platform. The Group manages its dealer network through three models, namely the self-operated sales model, dealer financial manager model and sales
agent model.
•
•
•
Self-operated sales model. Under this model, a dealer’s sales personnel makes the initial introduction of the Group’s automotive financing
solutions to a prospective car buyer. If a prospective car buyer expresses interest in such solutions, the dealer contacts a member of the
Group’s in-house sales team, who will come to the dealer’s store and explain the terms of the automotive financing solutions to the
prospective car buyer and offers assistance in completing the credit application. The in-house sales team then uploads the credit application
to the Group’s online system for the Group’s credit assessment team to evaluate.
Dealer financial manager model. A certain number of dealers, especially 4S dealers, employ dealer financial managers, who have received
training from the Group with respect to the automotive financing solutions on Cango platform. Dealer financial managers are capable of
explaining the terms of the Group’s automotive financing solutions to prospective car buyers and addressing their questions. As such, the
Group’s sales team is generally not directly involved in credit origination under this model. The dealer financial managers are responsible
for assisting prospective car buyers in completing the credit applications and submitting them to the Group’s credit assessment team.
Sales agent model. As the Group expands into certain cities, it may collaborate with local sales agents that already have established local
dealer networks. The Group provides trainings to sales agents’ employees with respect to the automotive financing solutions on Cango
platform. Sales agents are responsible for explaining the terms of the automotive financing solutions to prospective car buyers and
collecting credit applications from them. The Group’s sales staff screens these sales agents to evaluate their qualifications, and the Group
only works with sales agents who we believe will interact with prospective car buyers professionally. Sales agents receive service fees
from financial institutions and, in some instances, from the Group as well. The Group does not collaborate directly with dealers under this
model.
100
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN16
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 04:20 EST
ˆ2001CSqkb!iZ@BBeFŠ
4*
0C
2001CSqkb!iZ@BBeF
56257 TX 101
XHT
ESS
Page 1 of 1
The following table sets forth a breakdown of the number of registered dealers by dealer coverage model, both in absolute terms and as a
percentage of the total number of registered dealers, as of the dates indicated.
Self-operated sales model
Dealer financial manager model
Sales agent model
Total
2019
As of December 31,
2020
Number % Number % Number %
46,586 94.6 45,990 94.9 43,578 94.9
5.0
1.8 1,958
879
1,773
0.1
539
3.6
49,238 100.0 48,487 100.0 45,930 100.0
4.0 2,302
73
1.1
2021
The following table sets forth the breakdown of the total amount of financing transactions facilitated by dealer coverage model, both in absolute
amount and as a percentage of the total amount of financing transactions facilitated, for the periods presented.
2019
2020
2021
For the year ending December 31,
Self-operated sales model
Dealer financial manager model
Sales agent model
Total
RMB
RMB
%
%
(in thousands, except for percentages)
26,030,152 92.8 25,364,140 91.6 24,764,261 3,886,053 82.2
8.2 5,358,832 840,918 17.8
1,555,218
0.0
0.2
468,923
28,054,293 100.0 27,697,739 100.0 30,127,581 4,727,675 100.0
5.5 2,270,661
62,938
1.7
4,488
%
704
RMB
US$
To efficiently manage sales efforts, the Group has developed a mobile application for its in-house sales team, dealer financial managers and sales
agents. The mobile application enables personnel involved in the sales efforts to submit credit applications on behalf of prospective car buyers and
monitor the status of such credit applications. The Group also utilizes the mobile application to assign tasks to such personnel and collect their
performance data on a real-time basis.
Given the importance of dealers to the origination process, dealers typically receive commissions for financing transactions facilitated, which are
based on a percentage of the principal amount of the relevant financing transaction. A dealer may receive commissions from the Group or the relevant
financial institution, depending on the arrangement among the Group, the dealer and the relevant financial institution.
The Group started to collaborate with independent sales representatives in 2020 to enhance its sales efforts. Sales representatives introduce the
Group’s solutions, such as automotive finance solutions and insurance facilitation services, to prospective car buyers and car owners and generate leads
to Cango platform. Sales representatives refer prospective car buyers to registered dealers covered under self-operated sales model, where the Group’s
in-house sales team assist prospective car buyers to complete credit applications. Sales representatives also help individuals who are interested in the
insurance policies on Cango platform purchase such products through the mobile internet.
As of December 31, 2021, the Group was in collaboration with more than 21,000 independent sales representatives. The Group implements a
rigorous screening process, which includes in-person interviews and background checks, to identify qualified sales representatives. The Group pays
commissions to sales representatives for transactions facilitated by them.
101
CANGO INC.
FORM 20-F
Financial Institutions
Donnelley Financial
None
HK8814AM101150
22.3.29.0
RHK chanc2hk
HKG
26-Apr-2022 01:57 EST
ˆ2001CSqkb@dV3hs4LŠ
10*
0C
2001CSqkb@dV3hs4L
56257 TX 102
XHT
ESS
Page 1 of 1
Financial institutions are important business partners to Cango platform. The Group acts as the gateway for financial institutions into the
automotive finance industry in China. Traditional financial institutions typically lack the necessary technology, human resources and/or geographic
reach to provide automotive financing on a nationwide scale, especially within lower-tier cities. The Group’s services enable financial institutions to
broaden their reach to car buyers and dealers through the Group’s extensive dealer network across China. The collaboration with financial institutions
has enabled the Group to scale up business and facilitate a large number of financing transactions without straining its own capital resources.
Third-party financial institutions fund a major portion of financing transactions that the Group facilitates to car buyers, and the Group also
facilitates financing leases funded by Shanghai Chejia. The Group collaborates with third-party financial institutions in facilitating financing
transactions under two models, which we refer to as the direct partnership model and co-partnership model, respectively. The Group receives service
fees from financial institutions for facilitating automotive financing transactions to car buyers. As of December 31, 2021, the Group was in collaboration
with 12 third-party financial institutions.
The table below sets forth a breakdown of the total amount of financing transactions funded by third-party financial institutions and Shanghai
Chejia, both in absolute amount and as a percentage of the total amount facilitated, in the periods presented:
2019
RMB
%
For the year ending December 31,
2020
RMB
%
(in thousands, except for percentages)
RMB
2021
US$
%
Financing transactions funded by third-party financial
institutions:
Direct partnership model
Co-partnership model
Total financing transactions funded by third-party financial
institutions
Financing transactions funded by Shanghai Chejia
Total
20,851,684 74.4 17,248,796 62.3 24,479,446 3,841,359 81.3
5,118,212 18.2 9,912,405 35.8 4,557,333 715,145 15.1
25,969,896 92.6 27,161,201 98.1 29,036,779 4,556,504 96.4
2,084,397
3.6
28,054,293 100.0 27,697,739 100.0 30,128,194 4,727,771 100.0
1.9 1,091,415 171,267
536,538
7.4
The table below sets forth a breakdown of the total outstanding principal of financing transactions funded by third-party financial institutions and
Shanghai Chejia, both in absolute amount and as a percentage of the total outstanding amount facilitated, as of the date presented:
2019
RMB
%
As of December 31,
2020
RMB
%
(in thousands, except for percentages)
RMB
2021
US$
%
Outstanding principal of financing transactions funded by third-
party financial institutions:
Direct partnership model
Co-partnership model
Total outstanding principal of financing transactions funded by
26,734,880 66.8 29,367,657 67.5 35,167,521 5,518,551 75.3
10,533,733 26.3 12,311,059 28.3 9,978,465 1,565,839 21.4
third-party financial institutions
37,268,613 93.1 41,678,716 95.8 45,145,986 7,084,390 96.7
Outstanding principal of financing transactions funded by Shanghai
Chejia
Total
2,763,137
3.3
40,031,750 100.0 43,504,835 100.0 46,702,054 7,328,571 100.0
4.2 1,556,068 244,181
6.9 1,826,119
102
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
Direct Partnership Model
20-Apr-2022 03:27 EST
ˆ2001CSqkb!hvNyW46Š
4*
0C
2001CSqkb!hvNyW46
56257 TX 103
XHT
ESS
Page 1 of 1
Under the direct partnership model, the Group cooperates with the financial institution that would typically view automotive financing as an
important part of its growth strategy and is therefore willing to commit a significant amount of capital to fund automotive financing transactions, which
the Group would in turn facilitate. Recognizing the strategic value of its commitment, the Group connects its IT system directly with the financial
institution, which allows the Group to structure the credit underwriting process at a highly customized level according to the needs of the financial
institution. The Group currently maintains such arrangements with 12 financial institutions, such as MYbank, Bank of Shanghai, Shanghai Rural
Commercial Bank, Jiangnan Rural Commercial Bank and ICBC.Financing transactions relating to the collaboration with MYbank and Bank of Shanghai
accounted for a major portion of the financing transactions facilitated under direct partnership model in 2021.
Pursuant to the agreements with MYbank, the Group collaborates with MYbank to facilitate financing transactions funded by a major commercial
bank for car buyers. The Group receives service fees for customer referral, customer consultation, customer repayment reminder, assistance in loan
collection and other services, as well as vehicle value assessment from MYbank based on a percentage of the outstanding balance of relevant financing
transactions. In addition, while MYbank offers such major commercial bank risk assurance up to a certain percentage of the total principal amount of
financing transactions facilitated under such arrangement, the Group, in turn, is obligated to compensate MYbank for its payouts in connection with
such obligation. After making such payment, security interest in the relevant collateral is also transferred to the Group. The term of the agreement with
MYbank is one year from June 2021 and can be automatically renewed for another year after consensus and written confirmation by all parties.
Pursuant to the agreement with Bank of Shanghai, the Group receives service fees for industry information services, auto finance business
services, management services for personal consumption loans, and other services. In addition, the Group is obligated to repay the overdue loans upon
certain specified events of default by car buyers. After making such payment, security interest in the relevant collateral is also transferred to the Group.
The term of the agreement with Bank of Shanghai has expired on December 31, 2019 and has been automatically renewed for three years. The
agreements may be terminated for cause, such as breach of contract or liquidation or dissolution. The agreement with Bank of Shanghai may also be
terminated without cause by 90 days’ written notice.
103
CANGO INC.
FORM 20-F
Co-partnership Model
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 03:27 EST
ˆ2001CSqkb!hvRB!4GŠ
3*
0C
2001CSqkb!hvRB!4G
56257 TX 104
XHT
ESS
Page 1 of 1
The Group started to collaborate with WeBank in 2017 to facilitate financing transactions with funding provided by WeBank and other financial
institutions. Such arrangements allow the Group to expand the number of financial institutions collaborated with in a highly efficient manner.
Pursuant to the agreements with WeBank renewed in 2021, WeBank pays the Group service fees for credit origination, credit assessment and
credit servicing based on a percentage of the outstanding balance of relevant financing transactions. In addition, for certain arrangements, the Group is
obligated to purchase the relevant financing receivables from financial institutions upon certain specified events of default by car buyers up to a certain
percentage of the total outstanding amount of financing transactions facilitated under such arrangements. After purchasing such financing receivables,
security interest in the relevant collateral is also transferred to the Group. The agreements’ term will expire in April 2022 and are automatically
renewable for one year. The agreements may be terminated by either party for cause, such as breach of contract.
Financing Leases
Shanghai Chejia funds financing leases with its own capital as well as debt financing provided by Bank of Shanghai and several other institutions.
The financing leases are recorded on Shanghai Chejia’s balance sheet as financing lease receivables. In 2020 and 2021, the amount of financing leases
funded by Shanghai Chejia was RMB536.5 million and RMB1,091.4 million (US$171.3 million), respectively. As of December 31, 2020 and 2021, the
outstanding principal of financing leases funded by Shanghai Chejia was RMB1,826.1 million and RMB1,556.1 million (US$224.2 million),
respectively.
Car Buyers
The Group seeks to deliver automotive financing solutions to creditworthy car buyers who are underserved by traditional financial institutions.
Leveraging the resources on Cango platform, the Group offers automotive financing solutions to car buyers that make their dream of purchasing a car a
reality. In addition to automotive financing solutions, Cango platform also offers financing related value-added services and facilitates after-market
services such as insurance products.
A majority of car buyers that the Group serves are from lower-tier cities. Lower-tier cities in China have demonstrated strong growth potential for
automotive transactions. However, car buyers in lower-tier cities tend to be underserved by traditional financial institutions due to lack of credit records
and banking infrastructure coverage, which offers opportunities for technology-enabled service platforms to address the demand from car buyers and
expand in these cities.
The Group acquires car buyers primarily through registered dealers. In addition, the Group collaborates with online automobile advertising
platforms and sales representatives in gathering leads. In 2020 and 2021, the Group facilitated a total of 329,293 and 318,772 financing transactions,
respectively.
104
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 03:27 EST
ˆ2001CSqkb!hvV&34hŠ
3*
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The Group remains in contact with many car buyers even after their automotive loans or financing leases are repaid. The Group places phone calls
or provides notifications to car buyers regarding additional automotive financing solutions through its mobile application Car Owner eGeneration, if the
Group believes that they may become interested in purchasing a new car, or to offer them other after-market services, particularly insurance products.
Other Platform Partners
•
Insurance Brokers and Companies: The Group is able to provide access to a large number of car buyers for insurance brokers and
companies, making Cango a natural and highly efficient partner for them to promote their insurance products. The insurance products
currently offered through Cango platform are related to accident insurances, health insurances and automotive insurances. The Group plans
to collaborate with additional insurance brokers and companies to facilitate the offering of more insurance policies.
•
Online Automotive Advertising Platforms: The Group collaborates with leading online automotive advertising platforms to tap into the
large user base of these platforms. Users who are interested in the Group’s automotive financing solutions are directed to its call center.
The Group’s call center staff further explains the solutions to the user and assists the user in finding a suitable car in existing dealer
network. The Group funds financing transactions to car buyers engaged online through Shanghai Chejia. The Group views online
automotive advertising platforms as alternative channels to engage car buyers, and plans to continually explore new opportunities to
collaborate with these and other platforms.
•
OEMs: Some of the financing transactions facilitated are part of OEM-sponsored subsidy programs. The Group enables collaboration
between OEMs and financial institutions to design low-interest financing solutions for car buyers. Cango platform creates significant value
for OEMs by helping them extend their sales channels through a vast dealer network, and the Group’s automotive financing solutions make
their cars more affordable to prospective car buyers. The Group plans to broaden the offering of subsidized financing solutions through
collaboration with foreign and sino-foreign joint venture OEMs as well as national banks. As the financing solutions will be marketed to
prospective car buyers with stronger credit profiles, the Group expects to seize new market opportunities while improving credit
performance through such strategy. The Group started to significantly expand the number of automobile trading transactions in the third
quarter of 2020. In connection with such transactions, the Group purchases cars from OEMs based on orders from dealers and on-sells cars
to the relevant dealers, aiming to help OEMs better address market demands across China, especially in lower-tier cities.
Credit Underwriting and Risk Management
The Group views credit underwriting and risk management as core components of its business operations. It undertakes these functions as part of
facilitating automotive financing.
105
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 03:27 EST
ˆ2001CSqkb!hvc&pevŠ
3*
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Page 1 of 1
Credit Underwriting Process
The typical process of loan facilitation for a financial institution includes the following components:
(1)
(2)
(3)
(4)
(5)
After receiving the credit application from a car buyer, the Group utilizes its credit assessment system to perform the initial evaluation. To
assist financial institutions in making ultimate credit decisions, the Group refers qualified credit applications to such financial institutions,
which perform independent credit assessment.
After the credit application is approved, the car buyer enters into a loan agreement with the financial institution. The car buyer is required
to make the down payment to the dealer. On behalf of the car buyer, the financial institution pays the purchase price of the car, net of the
down payment, to the dealer.
The car buyer is required to pledge the car as collateral in favor of the financial institution. The pledge is registered with local government
authorities.
The financial institution pays the Group service fees. A dealer may receive commissions from the Group or the relevant financial
institution, depending on the arrangement among the Group, the dealer and the relevant financial institution.
In the form of automatic payments, the car buyer repays principal and interest in installments to the financial institution. The financial
institution’s security interest in the collateral is released upon the full repayment of the loan.
The Group also facilitates financing leases, which are mainly structured using sale-and-leaseback method. The Group applies the same credit
assessment process in facilitating financing leases as in facilitating loans. Shanghai Chejia takes the role of a lessor in a financing lease transaction.
Once a car buyer’s lease application is approved, the car buyer utilizes financing provided by the lessor to purchase a car from the dealer. The car buyer
is then contractually required to transfer the ownership of the car to the lessor which the lessor then leases back to the relevant car buyer in return for
monthly lease payments. The typical process of a financing lease using the sale-and-leaseback method includes the following components:
(1)
(2)
Prospective car buyers submit lease applications to the Group, and it processes these applications by utilizing its credit assessment system.
After the Group approves a lease application, the car buyer enters into a lease agreement with Shanghai Chejia, and Shanghai Chejia is
identified as the lessor. The car buyer is required to make the down payment to the dealer. Shanghai Chejia funds the remainder of the
purchase price to the dealer. The car is then delivered to the car buyer, who temporarily obtains title to the car.
106
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 03:27 EST
ˆ2001CSqkb!hvjxDeOŠ
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(3)
(4)
(5)
(6)
The car buyer is contractually required to transfer the title to Shanghai Chejia. In order to simplify the transaction process, Shanghai Chejia
does not require the car buyer to register the transfer with the government authorities.
In addition, Shanghai Chejia requires the car buyer to pledge the car as collateral for the car buyer’s payment obligations under the lease.
The car buyer is required to designate a bank account for repayments and authorize automatic lease payments from such account. The
payments are made in monthly installments. Shanghai Chejia has the right to recover the collateral in the event of default.
Upon the expiration of the lease term, Shanghai Chejia transfers the title back to the car buyer, and its security interest in the collateral is
also released.
Credit Assessment Model
Credit assessment forms the foundation of the Group’s risk management efforts. The Group takes a prudent approach to credit assessment, relying
on credit assessment model and have the credit assessment team conduct a manual evaluation when necessary. The Group continuously refines credit
assessment model, and aims to maintain low overdue ratios for the financing transactions facilitated through Cango platform. M3+ overdue ratio for all
financing transactions facilitated and remained outstanding was 0.42% and 0.86% as of December 31, 2020 and 2021, respectively.
Such credit assessment model builds on machine learning algorithms, including logistic regression and gradient boost decision tree, and is
continuously optimized using transaction data gained over time. The model analyzes a large amount of multi-dimensional applicant information,
including credit data, personal data and behavioral data. The applicant is required to provide certain information as part of the credit application, such as
his or her residential address, education level and marital status. The applicant also submits copies of his or her PRC identity card and driver’s license.
In addition, the Group obtains applicants’ consent for collecting information from third-party sources. Information from these sources offers the Group
valuable insights into an applicant’s credit history, including the number of recent delinquencies as well as the number of recent credit applications. For
more details on technologies utilized in credit assessment, see “—Our Technology System.”
With such credit assessment model, the Group automatically approves or automatically rejects certain of the applications. The credit assessment
team manually evaluates the rest of the applications. Leveraging their industry experience and insights into borrower behavior, the Group’s credit
assessment team provides the second line of defense against credit and fraud risk. The additional factors considered in the manual review process
include, among others, (i) whether the purchase price for a car is reasonable in light of the prospective car buyer’s background, (ii) the prospective car
buyer’s ability to repay and (iii) whether the information provided by the prospective car buyer is consistent with the information collected from third-
party sources. The credit assessment team then makes an assessment based on these additional factors. Without compromise to risk management, the
Group plans to enhance the level of automation in the credit assessment process, which would enable it to both deliver superior user experience and
scale up business more rapidly.
107
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 03:27 EST
ˆ2001CSqkb!hvpfV4pŠ
3*
0C
2001CSqkb!hvpfV4p
56257 TX 108
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Page 1 of 1
For financing transactions funded by financial institutions, the Group conducts credit assessment to assist financial institutions in making ultimate
credit decisions. The Group refers qualified credit applications to such financial institutions, which perform independent credit assessment.
Financing Terms
Financing transactions facilitated through Cango platform are structured as either loans or financing leases. Both types of arrangements require car
buyers to provide down payments, pledge cars as collateral and make repayments in installments. The terms of the financing transactions are stated in
the agreements the car buyers sign with third-party financial institutions or Shanghai Chejia:
•
•
•
•
•
•
Down payments. A car buyer is typically required to provide a down payment to the relevant dealer based on a percentage of the purchase
price of the car. This percentage varies among different funding arrangements and typically ranged from 20% to 30% of the purchase price
in 2019, 2020 and 2021.
Principal. The principal represents the purchase price of the car net of the down payment, which typically ranged from RMB49,800 to
RMB90,090 in 2019, RMB54,296 to RMB102,798 in 2020, and RMB50,400 (US$7,909) to RMB100,000 (US$15,692 ) in 2021.
Interest rate. Annual interest on most of the financing transactions facilitated in 2019 ranged from 8.98% to 11.99%. Annual interest on
most of the financing transactions facilitated in 2020 ranged from 8.71% to 9.99%. Annual interest on most of the financing transactions
facilitated in 2021 ranged from 8.11% to 9.99%. Besides interest, financial institutions do not charge car buyers additional fees.
Installments. Each car buyer may repay in monthly installments over a period ranging from one to five years. The combined total
represents the principal and interest charged to the car buyer. The car buyer is required to designate a bank account for repayments and
authorize automatic payments from this account.
Prepayment. Each car buyer who wishes to pay off the outstanding principal before maturity is charged a prepayment fee. The fee is based
on a percentage of the outstanding principal amount at the time of prepayment.
Late payment penalty fee. A penalty fee for late payment is laid out in the agreement and imposed based on the outstanding principal
amount and number of days that a payment is overdue.
In the event of delinquency, the financing terms are not allowed to be restructured.
108
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
Delinquent Asset Management
20-Apr-2022 03:27 EST
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The delinquent asset management process, which consists of six distinct stages, is designed to recover value in a cost-effective way.
(1)
(2)
(3)
(4)
(5)
(6)
Automated reminders. During the first five days after a delinquency occurs, the Group sends automated text messages and makes
automated phone calls as reminders.
Live phone calls. If the delinquency continues for more than five days, members of the Group’s delinquent asset management team make
phone calls to urge the borrower to make the overdue payments, understand the reasons for the delinquency and inform the borrower of the
legal consequences of the delinquency.
In-person visits. If the delinquency continues for more than 15 days, the Group may conduct in-person visits when it determines such
measures are warranted. Around 50 members of the Group’s delinquent asset management team are responsible for this task. We view the
visits as opportunities to collect repayments as well as to investigate the status of the collateral.
Recovery. If a car buyer is unable make repayments, the Group may negotiate with the car buyer and settle the outstanding amount by
recovering the car collateral. For the financing transactions funded by financial institutions, the Group obtains their authorizations before
recovering the car collateral.
Disposal. After cars are recovered, the Group stores them in warehouses leased by the Group. The Group conducts on-site visits to ensure
these warehouses are suitable for automotive storage and are properly guarded to prevent theft. The Group will then sell the cars.
Legal actions. If the Group is unable to recover collateral from a delinquent borrower, it may commence a lawsuit against the borrower.
The Group has access to a nationwide network of external counsel who can represent it on such lawsuits at a reasonable cost. The Group
views the court judgment as another way to motivate the car buyer to make repayments as well as affirmations of creditor’s legal rights
under the relevant credit documents.
Technology System
The Group’s technology system, which supports all key operations of Cango platform, is designed to optimize for scalability and flexibility. The
system handles the massive volume of data required to evaluate a large number of credit applications quickly and monitors repayment activities by
borrowers. In the meantime, it is flexible enough to capitalize on changing user preferences, market trends and technological advances. Such technology
infrastructure is based on cloud computing distributed platform, which is scalable with strong data processing power. Built on modular architecture, the
system can easily expand to enable new business functions, connect new platform participants, as well as interact with these new participants. Such
technology system also allowed the Group to achieve high operational efficiency.
109
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 03:27 EST
ˆ2001CSqkb!hv%v%4DŠ
3*
0C
2001CSqkb!hv%v%4D
56257 TX 110
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Page 1 of 1
Technology is embedded into each of the business lines’ operational processes, including:
•
Integration with financial institutions. The IT system is highly integrated with those of financial institutions with which the Group directly
collaborates. It typically takes the Group two months to establish an integrated connection with a financial institution’s core banking
system. The system integration enables the Group to transmit applicant data and its credit analysis to financial institutions, as well as for
financial institutions to transmit credit decisions and monthly credit repayment data to the Group, in each case on a real time basis.
Powered by this system, it only takes less than two hours on average from submission of credit application to provision of credit decision.
In some instances, credit decisions can be provided in less than half an hour. With the help of repayment data provided by financial
institutions, the Group is also able to commence collection efforts in a timely manner.
•
•
•
Mobile applications. The Group has developed various mobile applications for the participants on Cango platform, offering them a
convenient user experience.
Credit assessment and data security. The credit assessment model is based on various algorithms such as the gradient boosting decision
tree and processes a large amount of data the Group collects from car buyers, both directly from their applications and indirectly from
third-party sources with their consent. The credit decision engine was customized by in-house research and development team based on
current car buyer base. The Group is in the process of developing a control platform to monitor credit risk on a real-time basis. To prevent
identity theft, the Group utilizes facial recognition technology, through which an applicant’s image can be compared in real time with the
photo stored at the National Citizen Identity Information Center of the Ministry of Public Security. The Group stores its data and transmit it
to financial institutions in an encrypted form. The Group has also created controls to limit employee access to such information and
monitor access.
Car trade transaction platform. The Group launched its car trade transaction platform as a comprehensive tool kit to address dealers’ pain
points. Such car trade transaction platform allows dealers to conveniently (i) source cars from Cango platform, (ii) manage inventory on
their enterprise resource planning systems and (iii) engage potential car buyers through embedded mini-programs on the WeChat social
network platform.
Additionally, the Group has focused on developing infrastructure technologies in the following major areas to support the overall business
functions.
Cloud computing: The technology system is deployed and the Group’s data is maintained through a customized cloud computing system. The
Group has established a hyper-converged infrastructure that is supported by high-performance physical servers and virtual servers. The Group utilizes
the hyper-converged infrastructure for all service interfaces and core applications in this technology system. Cloud computing enables the Group to
maintain flexibility in allocating IT resources with improved manageability and lower labor cost. Thus, the Group can more rapidly adjust resources to
meet significant business growth.
110
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-LPF-453
22.3.29.0
RHK muruv0tv
HKG
22-Apr-2022 04:54 EST
ˆ2001CSqkb!$Rt0He&Š
4*
0C
2001CSqkb!$Rt0He&
56257 TX 111
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ESS
Page 1 of 1
[FNT]
Distributed architecture: The Group establishes micro-service interfaces using a distributed architecture, which is supported by virtualization
technology. Such distributed architecture enables the Group to expand the technology system rapidly and achieve high concurrence capabilities. Built
with flexibility to connect with both internal and external systems, the micro-service interfaces allow the Group to effectively integrate internal IT
system with those of financial institutions. The Group plans to gradually apply distributed architecture to its entire technology system in order to support
the development of new services and business relationships.
Big data analytics: The Group collects data from car buyers through the credit application process. The Group also collects data from third-party
sources with car buyers’ consents. The Group continuously enhances its level of automation through big data analysis and machine learning. Leveraging
its database, the Group aims to expand the application of big data analysis in the key aspects of operations, such as sales, credit assessment and
delinquent asset management, while staying within the scope of car buyers’ consents.
The in-house research and development department comprised 166 employees as of December 31, 2021, including core team members with
extensive experience with leading internet and technology companies in China. These specialists focus on different areas including mobile application
development, IT product development, new business incubation and others.
Competition
The automotive transaction industry in China is large yet competitive. The Group competes against automotive transaction platforms that connect
various players across the automotive transaction value chain in automotive and automotive-related transaction facilitation. Within automotive financing
as a subset of this, the Group competes against players such as Yixin Group. The Group may also in the future face competition from new entrants that
will increase the level of competition. We anticipate that more established companies, including technology companies that possess large, existing user
bases, substantial financial resources, sophisticated technological capabilities and established distribution channels may also enter the market in the
future. As a leading automotive transaction service platform in China, we believe that the Group’s self-reinforcing platform, end-to-end service model,
large and powerful dealer network and visionary and experienced management team make Cango platform more attractive and efficient to each type of
participants the Group collaborates with, offering a competitive advantage over existing and potential competitors.
Intellectual Property
We regard the Group’s trademarks, domain names, copyrights, know-how, proprietary technologies and similar intellectual property as critical to
our success, and the Group relies on trademark and trade secret law and confidentiality, invention assignment and non-compete agreements with the
Group’s employees and others to protect its proprietary rights. The Group has registered 12 trademarks in the PRC, including “CANGO Management (cid:17280)
(cid:2745)(cid:2450)(cid:2290).” The Group is the registered holder of 29 domain names in the PRC, such as cangoonline.com. The Group has 54 registered software
copyrights relating to its mobile applications.
111
CANGO INC.
FORM 20-F
Seasonality
Donnelley Financial
None
HK8814AM101164
22.3.29.0
RHK lamze0hk
HKG
26-Apr-2022 00:22 EST
ˆ2001CSqkb@cR52$ezŠ
6*
0C
2001CSqkb@cR52$ez
56257 TX 112
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Page 1 of 1
The Group experiences seasonality in its business, reflecting car buyers’ purchase patterns. A greater number of cars tend to be purchased in the
second half of each year, in part due to the introduction of new models from automotive manufacturers. This increase in car sales generates greater
demand for the Group’s services. On the other hand, the Chinese New Year holiday contributes to lower activity levels in the first quarter of each year.
As a result, the Group typically records higher revenues during the second half of each year compared to the first half.
Insurance
The Group provides social insurance including pension insurance, unemployment insurance, work-related injury insurance and medical insurance
for employees. The Group also purchased additional commercial health insurance to increase insurance coverage of employees. The Group does not
maintain business interruption insurance or general third-party liability insurance, nor does it maintains product liability insurance or key-man insurance.
We consider such insurance coverage to be sufficient for the Group’s business operations in China.
PRC Licenses, Permissions and Approvals
The Group has obtained all requisite permissions and approvals that are material to the Group’s operations in China as of the date hereof,
including the governmental approval for and the license held by Cango Financing to conduct financing guarantee service, as well as the license held by
Fushun Insurance Brokerage Co., Ltd. to conduct insurance brokerage service.
In connection with our previous issuance of securities to foreign investors, under current PRC laws, regulations and regulatory rules, as of the date
of this annual report, we, our subsidiaries, Shanghai Cango and consolidated affiliates, (i) have not received any requirement from competent PRC
governmental authorities to obtain permissions from the China Securities Regulatory Commission, or the CSRC, (ii) have not received any requirement
from competent PRC governmental authorities to go through cybersecurity review by the Cyberspace Administration of China, or the CAC, and
(iii) have not received or were denied such requisite permissions by any PRC authority. However, the PRC government has recently indicated an intent
to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, and we cannot assure
you that the relevant PRC government authorities will reach the same conclusion. Given the significant amount of discretion held by local PRC
authorities in interpreting, implementing and enforcing relevant rules and regulations, as well as other factors beyond our control, we cannot assure you
that we have obtained or will be able to obtain and maintain all requisite licenses, permits, filings and registrations. See “ Item 3. Key Information—D.
Risk Factors—Risks Relating to Doing Business in China—There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and
regulations, including sudden or unexpected changes in policies, laws and regulations.”
112
CANGO INC.
FORM 20-F
Regulation
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
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This section sets forth a summary of the most significant rules and regulations that affect our business activities in China or the rights of our
shareholders to receive dividends and other distributions from us.
Regulation Related to Financing Lease
The Administrative Measures of Supervision on Financing Lease Enterprises, or the Administrative Measures, was formulated by the MOFCOM
and became effective on October 1, 2013. According to the Administrative Measures, the MOFCOM and the provincial-level commerce authorities are
in charge of the supervision and administration of financing lease enterprises. A financing lease company shall report, according to the requirements of
the MOFCOM, the relevant data in a timely and truthful manner through the National Financing Lease Company Management Information System.
Specifically, a financing lease enterprise shall, submit, within 15 business days after the end of each quarter, the statistics on and summary of its
operation in the preceding quarter, and statistics on and summary of its operations in the preceding year as well as its financial and accounting report
(including appended notes thereto) audited by an auditing firm for the preceding year prior to April 30 of each year. In the event of a change of name, a
relocation to another region, an increase or decrease of registered capital, a change of organizational form, an adjustment of ownership structure or other
changes, a financing lease company shall report to the competent provincial-level commerce authority in advance. A foreign-invested financing lease
company that undergoes such changes shall go through approval and other procedures according to the relevant provisions. A financing lease company
shall, within five business days after registering such changes, log into the National Financing Lease Company Management Information System to
modify the above information.
Financing lease enterprises should use real entities, which have clear ownership and capable of generating revenue, as lessor to carry out the
financing lease business. Financing lease enterprises shall not engage in deposits, loans, entrusted loans or other financial services or inter-bank
borrowing unless permission has been granted from the relevant departments. Financing lease enterprises must not carry out illegal fund-raising
activities under the name of a financing lease company. According to the Administrative Measures, financing lease enterprises shall strengthen their
internal risk controls, and establish effective systems for classifying at risk assets, and adopt a credit appraisal system for the lessee, a post recovery and
disposal system and a risk alert mechanism. A financing lease company shall also establish an affiliated transaction management system, and exclude
persons related to the affiliated transactions from the voting or decision-making process for affiliated transactions where the lessee is an affiliate. In the
event of any purchase of equipment from an affiliated production company, the settlement price for such equipment shall not be lower than the price
offered by such company to any third party of such equipment or equipment of the same batch.
The Administrative Measures also contain regulatory provisions specifically focusing on sale-leaseback transactions. The subject matter of a sale-
leaseback transaction shall be properties that possess economic functions and produce continuous economic benefits. A financing lease company shall
not accept any property to which a lessee has no title, or on which any mortgage has been created, or which has been sealed up or seized by any judicial
organ, or whose ownership has any other defects as the subject matter of a sale-leaseback transaction. A financing lease company shall give adequate
consideration to and objectively evaluate assets leased back, set purchasing prices for subject matter thereof with reference to reasonable pricing basis in
compliance with accounting principles, and shall not purchase any subject matter at a price in excess of the value thereof.
113
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 03:27 EST
ˆ2001CSqkb!hwbdjeGŠ
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2001CSqkb!hwbdjeG
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The Guiding Opinions on Accelerating the Development of Financing Lease Industry, or the Guiding Opinion, was promulgated by the General
Office of the State Council of the PRC on August 31, 2015; the Guiding Opinion’s main task is to accelerate the development of the financing lease
industry in four aspects: system and mechanism reform, development in major fields, innovative development and industry supervision. According to
the Guiding Opinion, there is no minimum registered capital requirement for subsidiaries of a financing lease company, a financing lease company is
allowed to engage in a side business which is related to its main business, and private capital and independent third-party service providers are
encouraged to incorporate financing lease companies.
In April 2018, the MOFCOM transferred the duties to make rules on the operation and supervision of financing lease companies to the China
Banking and Insurance Regulatory Commission, or the CBIRC.
In May 2020, the CBIRC promulgated the Interim Measures for the Supervision and Administration of Financial Leasing Companies, or the New
Administrative Measures, which aim to strengthen the regulation of financing lease companies. The New Administrative Measures clarify and
enumerate the scopes of the financing lease business activities, the leased properties and the activities prohibited to be conducted by the financing lease
companies, and set forth the regulatory indexes applicable to financing lease companies including, among others, (i) the assets for financial leasing and
other lease arrangements accounting for not less than 60% of the total assets of a financial leasing company; (ii) the risk assets of a financing lease
company not exceeding eight times of its total net assets, and the term “risk assets” of a financing lease company refers to its total assets, net of cash,
bank deposits, Chinese treasury bonds; (iii) the fixed-income securities investment business carried out by a financial leasing company not exceeding
20% of its net assets. The New Administrative Measures also provide that a financial leasing company established before the implementation of these
measures including the Group shall meet the relevant requirements within the transition period prescribed by the relevant provincial financial regulatory
authority, which in principle will not exceed three years, subject to extention by the provincial financial regulatory authorities. In addition, the New
Administrative Measures require provincial governments to formulate local implementing rules in accordance with the measures, make appropriate
adjustments to the regulatory standards according to the local conditions, and report the same to the CBIRC for record-filing.
The PRC Civil Code promulgated by the National People’s Congress effective from January 1, 2021 regulates the civil contractual relationship
among natural persons, legal persons and other organizations. Chapter 15 of the PRC Civil Code sets forth related rules about financing lease contracts
including that financing lease contracts shall be in written form and normally include terms such as the name, quantity, specifications, technical
performance and inspection method of the leased property, the lease term, the composition, payment term, payment method and currency of the rent and
the ownership of the leased property upon expiration of the lease. The PRC Civil Code further provides that the lessor and the lessee may agree on the
ownership of the leased property upon expiry of the lease term. If the ownership of the leased property is not or is not clearly agreed between the parties,
and is still cannot be determined pursuant to the PRC Civil Code, the leased property shall be owned by the lessor.
114
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 03:27 EST
ˆ2001CSqkb!hwg8helŠ
3*
0C
2001CSqkb!hwg8hel
56257 TX 115
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Page 1 of 1
Shanghai Chejia, the Group’s proprietary financing lease subsidiary, utilizing own capital to fund financing leases to car buyers, has obtained the
approval to operate financing lease business as issued by the MOFCOM.
Regulation Related to Intermediation
An intermediation contract under the PRC Civil Code is a contract whereby an intermediary presents to its client an opportunity for entering into a
contract or provides the client with other intermediary services in connection with the conclusion of a contract, and the client pays the intermediary
service fees. The Group’s business practice of connecting financial institutions with individual car buyers may constitute an intermediary service, and
the service agreements with financial institutions may be deemed as intermediation contracts. Pursuant to the PRC Civil Code, an intermediary must
provide true information relating to the proposed contract. If an intermediary conceals any material fact intentionally or provides false information in
connection with the conclusion of the proposed contract, which results in harm to the client’s interests, the intermediary may not claim for service fees
and is liable for the damages caused.
Regulation Related to Cybersecurity, Internet Information Security and Privacy Protection
PRC government authorities have enacted laws and regulations with respect to Internet information security and protection of personal
information from any abuse or unauthorized disclosure. Internet information in China is regulated and restricted from a national security standpoint. The
Standing Committee of the National People’s Congress, or the SCNPC, China’s national legislative body, enacted the Decisions on Maintaining Internet
Security in December 2000, which may subject violators to criminal punishment in China for any effort to: (i) gain improper entry into a computer or
system of strategic importance; (ii) disseminate politically disruptive information; (iii) leak state secrets; (iv) spread false commercial information; or
(v) infringe intellectual property rights. The Ministry of Public Security has promulgated measures that prohibit use of the Internet in ways which,
among other things, result in a leakage of state secrets or a spread of socially destabilizing content. If an information service provider violates these
measures, the Ministry of Public Security and the local security bureaus may revoke its operating license and shut down its websites.
Pursuant to the Decision on Strengthening the Protection of Online Information issued by the SCNPC in December 2012, any collection and use
of user personal information must be subject to the consent of the user, abide by the principles of legality, rationality and necessity and be within the
specified purposes, methods and scopes. Any entity collecting personal information must also keep such information strictly confidential, and is further
prohibited from divulging, tampering or destroying any such information, or selling or providing such information to other parties, and is required to
take technical and other measures to prevent the collected personal information from any unauthorized disclosure, damage or loss. Any violation of
these laws and regulations may subject the entity collecting personal information to warnings, fines, confiscation of illegal gains, revocation of licenses,
cancellation of filings, closedown of websites or even criminal liabilities.
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On November 7, 2016, the SCNPC issued the Cybersecurity Law, which came into effect on June 1, 2017. The Cybersecurity Law requires that
network operators set up internal security management systems that meet the requirements of a classified protection system for cybersecurity purpose,
including appointing dedicated personnel in charge of cybersecurity, taking technical measures to prevent computer viruses, network attacks and
intrusions, taking technical measures to monitor and record network operation status and cybersecurity incidents, and taking data security measures such
as data classification, backups and encryption. The Cybersecurity Law also imposes an obligation to provide technical support and assistance to the
public and state security authorities in connection with criminal investigations or for the purpose of national security. The Cybersecurity Law sets high
requirements for the operational security of facilities deemed to be part of the PRC’s “critical information infrastructure,” which include a requirement
to store personal information and important business data within the PRC and national security review requirements for any network products or
services that may impact national security. Among other factors, “critical information infrastructure” is defined as critical information infrastructure, that
will, in the event of destruction, loss of function or data leak, result in severe damage to national security, economy, people’s livelihoods, or public
interest.
Pursuant to the Notice of the Supreme People’s Court, the Supreme People’s Procuratorate and the Ministry of Public Security on Legally
Punishing Criminal Activities Infringing upon the Personal Information of Citizens, issued in 2013, and the Interpretation of the Supreme People’s Court
and the Supreme People’s Procuratorate on Several Issues regarding Legal Application in Criminal Cases Infringing upon the Personal Information of
Citizens, which was issued on May 8, 2017 and took effect on June 1, 2017, the following activities may constitute the crime of infringing upon a
citizen’s personal information: (i) providing a citizen’s personal information to specified persons or releasing a citizen’s personal information online or
through other methods in violation of relevant national provisions; (ii) providing legitimately collected information relating to a citizen to others without
such citizen’s consent (unless the information is processed, not traceable to a specific person and not recoverable); (iii) collecting a citizen’s personal
information in violation of applicable rules and regulations when performing a duty or providing services; or (iv) collecting a citizen’s personal
information by purchasing, accepting or exchanging such information in violation of applicable rules and regulations. In addition, according to the
Interpretations of the Supreme People’s Court and the Supreme People’s Procuratorate on Several Issues concerning the Application of the Law in
Handling Criminal Cases Involving Crimes of Illegally Using the Information Network or Providing Aid for Criminal Activities regarding Information
Network issued on October 21, 2019 and taking effect on November 1, 2019, a violator refusing to perform the obligation of safety management for the
information network, causing the disclosure of user information, and falling under one of the following circumstances shall be deemed “causing serious
consequences” as prescribed under the PRC Criminal Law: (i) causing the disclosure of not less than 500 pieces of location information, communication
content, credit information, and property information; (ii) causing the disclosure of not less than 5,000 pieces of accommodation information,
communication records, health and physiological information, transaction information and other user information that may affect personal or property
safety; (iii) causing the disclosure of not less than 50,000 pieces of user information other than the information set forth in items (i) and (ii); (iv) causing
the disclosure of user information which quantity does not meet the standards set forth in items (i), (ii) and (iii), but meets the relevant quantity
standards after conversion at the corresponding proportion in aggregate; (v) causing deaths, serious injuries, mental disorders or kidnapping of others, or
other serious consequences; (vi) causing material economic losses; (vii) seriously disturbing the social order; or (viii) causing other serious
consequences.
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Pursuant to the Ninth Amendment to the Criminal Law issued by the SCNPC in August 2015, which became effective in November 2015, any
person or entity that fails to fulfill the obligations related to Internet information security administration as required by applicable laws and refuses to
rectify upon orders is subject to criminal penalty for the result of (i) any dissemination of illegal information in large scale; (ii) any severe effect due to
the leakage of the client’s information; (iii) any serious loss of criminal evidence; or (iv) other severe situation, and any individual or entity that (i) sells
or provides personal information to others in a way violating the applicable law, or (ii) steals or illegally obtain any personal information is subject to
criminal penalty in severe situation.
On November 28, 2019, the Secretary Bureau of the Cyberspace Administration of China, the General Office of the MIIT, the General Office of
the Ministry of Public Security and the General Office of the SAMR jointly issued the Notice on the Measures for Determining the Illegal Collection
and Use of Personal Information through Mobile Applications, which aims to provide reference for supervision and administration departments and
provide guidance for mobile applications operators’ self-examination and self-correction and social supervision by netizens, and further elaborates the
forms of behavior constituting illegal collection and use of the personal information through mobile applications including: (i) failing to publish the
rules on the collection and use of personal information; (ii) failing to explicitly explain the purposes, methods and scope of the collection and use of
personal information; (iii) collecting and using personal information without the users’ consent; (iv) collecting personal information unrelated to the
services it provides and beyond the necessary principle; (v) providing personal information to others without the users’ consent; (vi) failing to provide
the function of deleting or correcting the personal information according to the laws or failing to publish information such as ways of filing complaints
and reports.
On June 10, 2021, the SCNPC promulgated the Data Security Law, which took effect in September 2021. The Data Security Law imposes data
security and privacy obligations on entities and individuals carrying out data activities. The Data Security Law also introduces a data classification and
hierarchical protection system based on the importance of data in economic and social development, as well as the degree of harm it will cause to
national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, or
illegally acquired or used. The appropriate level of protection measures is required to be taken for each respective category of data. For example, a
processor of important data shall have designated personnel and management body in responsible for data security, conduct risk assessments for its data
processing activities and file risk assessment reports with the competent authorities. In addition, the Data Security Law provides a national security
review procedure for those data activities which may affect national security and imposes export restrictions on certain data and information. We may be
required to make further adjustments to our business practices to comply with this law.
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On July 30, 2021, the State Council promulgated the Regulations on Security Protection of Critical Information Infrastructure, effective on
September 1, 2021. According to the Regulations on Security Protection of Critical Information Infrastructure, a “critical information infrastructure”
refers to an important network facility and information system in important industries such as, among others, public communications and information
services, as well as other important network facilities and information systems that may severely endanger national security, economy, people’s
livelihood, or the public interests in the event of damage, loss of function, or data leakage. The competent governmental authorities and supervision and
management authorities of the aforementioned important industries will be responsible for (i) organizing the identification of critical information
infrastructures in their respective industries in accordance with certain identification rules, and (ii) promptly notifying the identified operators and the
public security department of the State Council of the identification results.
On December 28, 2021, the CAC, together with certain other PRC governmental authorities, promulgated the Cybersecurity Review Measures
that replaced the previous version and took effect from February 15, 2022. Pursuant to these measures, the purchase of network products and services by
an operator of critical information infrastructure or the data processing activities of a network platform operator that affect or may affect national
security will be subject to a cybersecurity review. In addition, any online platform operator possessing over one million users’ individual information
must apply for a cybersecurity review before listing abroad. The competent governmental authorities may also initiate a cybersecurity review against the
operators if the authorities believe that the network product or service or data processing activities of such operators affect or may affect national
security.
Article 10 of the Cybersecurity Review Measures also set out certain general factors which would be the focus in assessing the national security
risk during a cybersecurity review, including (i) risks of critical information infrastructure being illegally controlled or subject to interference or
destruction; (ii) the harm caused by the disruption of the supply of the product or service to the business continuity of critical information infrastructure;
(iii) the security, openness, transparency and diversity of sources of the product or service, the reliability of supply channels, and risks of supply
disruption due to political, diplomatic, trade and other factors; (iv) compliance with PRC laws, administrative regulations and departmental rules by the
provider of the product or service; (v) the risk of core data, important data or a large amount of personal information being stolen, leaked, damaged,
illegally used, or illegally transmitted overseas; (vi) the risk that critical information infrastructure, core data, important data or a large amount of
personal information being affected, controlled, and maliciously used by foreign governments for a listing, as well as network information security risks;
and (viii) other factors that may endanger the security of critical information infrastructure, cybersecurity and data security.
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On August 20, 2021, the SCNPC promulgated the Personal Information Protection Law, which took effect on November 1, 2021. Pursuant to the
Personal Information Protection Law, “personal information” refers to any kind of information related to an identified or identifiable individual as
electronically or otherwise recorded and exclude anonymized information. The processing of personal information includes the collection, storage, use,
processing, transmission, provision, disclosure and deletion of personal information. The Personal Information Protection Law applies to the processing
of personal information of individuals within the territory of the PRC, as well as personal information processing activities outside the territory of PRC,
for the purpose of providing products or services to natural persons located within PRC, for analyzing or evaluating the behaviors of natural persons
located within PRC, or for other circumstances as prescribed by laws and administrative regulations. A personal information processor may process the
personal information of this individual only under the following circumstances: (i) where consent is obtained from the individual; (ii) where it is
necessary for the execution or performance of a contract to which the individual is a party, or where it is necessary for carrying out human resource
management pursuant to employment rules or collective contracts made and exectued in accordance with laws; (iii) where it is necessary for performing
a statutory responsibility or statutory obligation; (iv) where it is necessary in response to a public health emergency, or for protecting the life, health or
property of a natural person in the case of an emergency; (v) where the personal information is processed within a reasonable scope to carry out news
reporting, supervision by public opinions or any other activity for public interest purposes; (vi) where the personal information, which has already been
disclosed by the individual or otherwise legally disclosed, is processed within a reasonable scope; or (vii) any other circumstance as provided by laws or
administrative regulations. In principle, the consent of an individual must be obtained for the processing of his or her personal information, except under
the circumstances of the aforementioned items (ii) to (vii). Where personal information is to be processed based on the consent of an individual, such
consent shall be a voluntary and explicit indication of intent given by such individual on a fully informed basis. If laws or administrative regulations
provide that the processing of personal information shall be subject to a separate consent or written consent of the individual concerned, such provisions
shall prevail. In addition, the processing of the personal information of a minor under 14 years old must obtain the consent by a parent or a guardian of
such minor and the personal information processors must adopt special rules for processing personal information of minors under 14 years old.
The Group has been in compliance with the regulations and policies that have been issued by the Cyberspace Administration of China to the date
of this annual report in all material respects.
Regulation Related to VATS License
Among all of the applicable laws and regulations, the Telecommunications Regulations of the People’s Republic of China, or the Telecom
Regulations, promulgated by the PRC State Council in September 25, 2000 and amended on July 29, 2014 and February 6, 2016 respectively, is the
primary governing law, and sets out the general framework for the provision of telecommunications services by domestic PRC companies. Under the
Telecom Regulations, telecommunications service providers are required to procure operating licenses prior to their commencement of operations. The
Telecom Regulations distinguish “basic telecommunications services” from “value-added telecommunications services”, or “VATS”. VATS are defined
as telecommunications and information services provided through public networks, and are further divided into Class I VATS and Class II VATS. The
Telecom Catalogue was issued as an attachment to the Telecom Regulations to categorize telecommunications services as either basic or value-added.
The Telecom Catalogue was most recently updated in June 2019, categorizing online data and transaction processing, information services, among
others, as Class II VATS.
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The Administrative Measures on Telecommunications Business Operating Licenses, promulgated by the MIIT in 2009 and most recently amended
in July 2017, which set forth more specific provisions regarding the types of licenses required to operate VATS, the qualifications and procedures for
obtaining such licenses and the administration and supervision of such licenses. Under these regulations, a commercial operator of VATS must first
obtain a VATS License, from the MIIT or its provincial level counterparts, otherwise such operator might be subject to sanctions including corrective
orders and warnings from the competent administration authority, fines and confiscation of illegal gains and, in the case of significant infringements, the
websites may be ordered to close.
Regulation Related to Foreign Investment
Foreign Investment Law
On March 15, 2019, the National People’s Congress approved the Foreign Investment Law, and on December 26, 2019, the State Council
promulgated the Implementing Rules to further clarify and elaborate the relevant provisions of the Foreign Investment Law. The Foreign Investment
Law and the Implementing Rules both took effect on January 1, 2020 and replaced three major previous laws on foreign investments in China, namely,
the Sino-foreign Equity Joint Venture Law, the Sino-foreign Cooperative Joint Venture Law and the Wholly Foreign-owned Enterprise Law, together
with their respective implementing rules. Pursuant to the Foreign Investment Law, “foreign investments” refer to investment activities conducted by
foreign investors (including foreign natural persons, foreign enterprises or other foreign organizations) directly or indirectly in the PRC, which include
any of the following circumstances: (i) foreign investors setting up foreign-invested enterprises in the PRC solely or jointly with other investors,
(ii) foreign investors obtaining shares, equity interests, property portions or other similar rights and interests of enterprises within the PRC, (iii) foreign
investors investing in new projects in the PRC solely or jointly with other investors, and (iv) investment in other methods as specified in laws,
administrative regulations, or as stipulated by the State Council. The Implementing Rules introduce a see-through principle and further provide that
foreign-invested enterprises that invest in the PRC shall also be governed by the Foreign Investment Law and the Implementing Rules.
The Foreign Investment Law and the Implementing Rules provide that a system of pre-entry national treatment and negative list shall be applied
for the administration of foreign investment, where “pre-entry national treatment” means that the treatment given to foreign investors and their
investments at market entry stage is no less favorable than that given to domestic investors and their investments, and “negative list” means the special
administrative measures for foreign investment’s entry to specific fields or industries, which will be proposed by the competent investment department
of the State Council in conjunction with the competent commerce department of the State Council and other relevant departments, and be reported to the
State Council for promulgation, or be promulgated by the competent investment department or competent commerce department of the State Council
after being reported to the State Council for approval. Foreign investments beyond the negative list will be granted national treatment. Foreign investors
shall not invest in the prohibited fields as specified in the negative list, and foreign investors who invest in the restricted fields shall comply with the
special requirements on the shareholding, senior management personnel, etc. In the meantime, relevant competent government departments will
formulate a catalogue of industries for which foreign investments are encouraged according to the needs for national economic and social development,
to list the specific industries, fields and regions in which foreign investors are encouraged and guided to invest. The current industry entry clearance
requirements governing investment activities in the PRC by foreign investors are set out in two categories, namely the Special Entry Management
Measures (Negative List) for the Access of Foreign Investment (2021 version), or the 2021 Negative List, as promulgated by the National Development
and Reform Commission and the MOFCOM on December 27, 2021 and taking effect on January 1, 2022, and the Encouraged Industry Catalogue for
Foreign Investment (2020 version) as promulgated by the National Development and Reform Commission and the MOFCOM on December 27, 2020
and taking effect on January 27, 2021. Industries not listed in these two catalogues are generally deemed “permitted” for foreign investment unless
specifically restricted by other PRC laws.
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According to the Implementing Rules, the registration of foreign-invested enterprises shall be handled by the SAMR or its authorized local
counterparts. Where a foreign investor invests in an industry or field subject to licensing in accordance with laws, the relevant competent government
department responsible for granting such license shall review the license application of the foreign investor in accordance with the same conditions and
procedures applicable to PRC domestic investors unless it is stipulated otherwise by the laws and administrative regulations, and the competent
government department shall not impose discriminatory requirements on the foreign investor in terms of licensing conditions, application materials,
reviewing steps and deadlines, etc.
Pursuant to the Foreign Investment Law and the Implementing Rules, and the Information Reporting Measures for Foreign Investment jointly
promulgated by the MOFCOM and the SAMR, which took effect on January 1, 2020, a foreign investment information reporting system shall be
established and foreign investors or foreign-invested enterprises shall report investment information to competent commerce departments of the
government through the enterprise registration system and the enterprise credit information publicity system, and the administration for market
regulation shall forward the above investment information to the competent commerce departments in a timely manner.
Foreign Investment Restriction on VATS
According to the 2021 Negative List and the Administrative Regulations on Foreign-Invested Telecommunications Enterprises, which were most
recently amended by the State Council on April 7, 2022 and will take effect on May 1, 2022 and replace the currently effective version afterwards, as for
the telecommunications businesses open for foreign investment according to China’s WTO commitment, except as otherwise stipulated by the state, the
equity interest of foreign investors in the value-added telecommunications enterprises shall not exceed 50%. In particular, from May 1, 2022, the
amended Administrative Regulations on Foreign-Invested Telecommunications Enterprises will remove the qualification requirement on the primary
foreign investor in a foreign invested value-added telecommunications enterprise for having a good track record and operational experience in the value-
added telecommunications industry as stipulated in the currently effective version.
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Regulation Related to Financing Guarantee Companies
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The State Council promulgated the Regulations on the Administration of Financing Guarantee Companies on August 2, 2017, and on April 2,
2018, the CBIRC, together with several other governmental authorities, jointly adopted four supporting rules of the Administration of Financing
Guarantee Companies, which was amended in June 2021: (i) the Administrative Measures for the Financing Guarantee Business Permit, (ii) Measures
for Measuring the Outstanding Amount of Financing Guarantee Liabilities, (iii) Administrative Measures for the Asset Percentages of Financing
Guarantee Companies and (iv) Guidelines on Business Cooperation between Banking Financial Institutions and Financing Guarantee Companies, or the
Four Supporting Measures of the Financing Guarantee Rules. In addition, the CBIRC, together with several other governmental authorities, jointly
issued the Supplementary Provisions on the Supervision and Administration of Financing Guarantee Companies on October 9, 2019, which was
amended in June 2021.
According to the above rules on financing guarantee companies, or the Financing Guarantee Rules, “financing guarantee” refers to the activities in
which guarantors provide guarantee to the guaranteed parties as to loans, bonds or other types of debt financing, including, among other things, the
activities whereby a guarantor provides guarantee for loans, online lending, financial leasing, commercial factoring, bill acceptance, letters of credit or
other forms of debt financing. “Financing guarantees companies” refer to companies legally established and operating financing guarantee business.
According to such rules, the establishment of financing guarantee companies shall be subject to the approval by the competent government authority,
and unless otherwise stipulated, no entity may operate financing guarantee business without such approval. If any entity violates these regulations and
operates financing guarantee business without approval, the entity may be subject to penalties including ban or suspension of business, fines of
RMB500,000 to RMB1,000,000, confiscation of illegal gains if any, and if the violation constitutes a criminal offense, criminal liability shall be
imposed in accordance with the law.
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As required by the Financing Guarantee Rules, a financing guarantee company shall measure its outstanding guarantee liabilities according to the
risk weights stipulated by the government authorities, and the outstanding guarantee liabilities of a financing guarantee company shall not exceed ten
times of its net assets, such limitation may be raised to fifteen times for financing guarantee companies which mainly serves small and micro-sized
enterprises as well as the agricultural industry, rural areas and farmers. The outstanding guarantee liabilities of a financing guarantee company vis-à-vis
the same guaranteed party shall not exceed 10% of the net assets of the financing guarantee company, while the outstanding guarantee liabilities of a
financing guarantee company vis-à-vis the same guaranteed party and its affiliated parties shall not exceed 15% of its net assets.
Furthermore, a financing guarantee company shall not provide financing guarantee for its controlling shareholder and actual controller. When a
financing guarantee company provides financing guarantee for other affiliated parties, the conditions shall not be more favorable than those for
providing similar guarantee for non-affiliated parties. In addition, a financing guarantee company shall not engage in any of the following activities:
(i) taking deposits directly or in any disguised form; (ii) being engaged in proprietary lending or entrusted lending business; or (ii) making investment
upon entrustment. If the competent governing authority finds that the business activities of a financing guarantee company may cause material risks, the
government authority may take any of the following measures depending on actual circumstances: (i) ordering the financing guarantee company to
suspend certain business; (ii) restricting the size and manner of use of proprietary funds by the financing guarantee company; or (iii) ordering the
financing guarantee company to stop setting up any additional branch. A financing guarantee company that falls under any of the following
circumstances shall be ordered by the competent government authority to make correction within the prescribed time limit; and, where it fails to correct
by the prescribed deadline, the financing guarantee company may be subject to penalties including, fines of RMB100,000 to RMB500,000, confiscation
of illegal gains if any, being ordered to suspend business for rectification, or being revoked of its permit for financing guarantee business under grave
circumstances: (i) where the ratio of the outstanding guarantee liabilities of the financing guarantee company to its net assets is not in compliance with
relevant requirements; (ii) where the financing guarantee company provides financing guarantee for its controlling shareholder or actual controller, or
where the conditions by which the financing guarantee company provides financing guarantee for other affiliated parties are more favorable than those
for providing similar guarantee for non-affiliated parties; (iii) where the financing guarantee company fails to accrue corresponding reserves in
accordance with relevant provisions; or (iv) where the financing guarantee company fails to use its proprietary funds pursuant to the applicable
governmental provisions on the safety and liquidity of the assets of financing guarantee companies.
With respect to the cooperation on guarantee business between financing guarantee companies and banking financial institutions, as required by
the Financing Guarantee Rules, the two parties of such cooperation shall follow the principles of free will, equality, fairness and honesty, being
compliant with laws, and prudent operation. Financing guarantee companies and banking financial institutions shall enter into cooperation agreements in
writing to specify the rights and obligations of both parties, which shall include the scope of business cooperation, duration of cooperation, credit line,
risk sharing, grace period for compensation, and information disclosure, among others. Furthermore, banking financial institutions shall not carry out
cooperation on guarantee business with any company that does not hold the approval or license to operate financing guarantee business.
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In connection with the Group’s automotive financing facilitation business, the Group provides credit assessment service to financial institutions to
assist them in making ultimate credit decisions. Under the arrangements with certain financial institutions, the Group is obligated to purchase the
relevant financing receivables upon certain specified events of default by car buyers. It is uncertain whether such practices would be deemed to operate
financing guarantee business because of the current arrangements with certain financial institutions, which has caused certain risks to the Group’s
business, financial condition, results of operations and prospects. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Industry and
Business—The laws and regulations governing the automotive and mobility industries or other industries related to the Group’s business in the PRC are
subject to further changes and interpretation. If such business practices or the business practices of third parties that the Group collaborate with are
deemed to violate any PRC laws or regulations, the Group’s business, financial condition, results of operations and prospects would be materially and
adversely affected.” and “Item 3. Key Information—D. Risk Factors —Risks Relating to Our Industry and Business—Shanghai Cango may be deemed
to operate financing guarantee business by the PRC regulatory authorities.”
Regulation Related to Insurance Brokerage Business
According to the Measures for the Administration of Licenses of Banking and Insurance Institutions promulgated by the CBIRC on April 28, 2021
and effective on July 1, 2021 and the PRC Insurance Law promulgated by the SCNPC in June 1995 and most recently amended in April 2015, an
insurance brokerage company is an entity that, in the interest of the applicant, provides intermediary services between the applicant and the insurer for
the conclusion of an insurance contract and receives a commission in accordance with relevant laws. An insurance brokerage company shall obtain an
insurance intermediary licenses before it engages in insurance brokerage business.
In accordance with the Regulatory Provisions on Insurance Brokerages, which was promulgated by the CBIRC on February 1, 2018 and took
effect on May 1, 2018, or the Insurance Brokerages Provisions, an insurance brokerage company, in order to operate the insurance brokerage business,
shall satisfy the relevant statutory requirements with respect to its shareholders, registered capital, business scope, articles of associations, company
name, senior management personnel, governance structure, internal control system, feasible business mode, business premise, etc. If the insurance
brokerage practitioners of an insurance brokerage company intend to practice the insurance brokerage business, such insurance brokerage company shall
complete the practicing registration for those practitioners in the regulatory information system of the CBIRC for insurance intermediaries including the
insurance brokerage companies. The practicing registration for each insurance brokerage practitioner shall only be conducted through one insurance
brokerage company. Violations of the Insurance Brokerages Provisions by the insurance brokerage companies may subject them to penalties including
without limitation warning, fines, confiscation of illegal gains, rectification, revocation of licenses, and the insurance brokerage companies may be
prevented from applying for administrative approval again within a specified time.
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On April 2, 2019, the CBIRC promulgated the Circular on Issuing the 2019 Plan for the Rectification of Chaos in the Insurance Intermediary
Market, or the Rectification Plan, aiming to further curb the chaos of violations of laws and regulations in the insurance intermediary market. The
Rectification Plan mainly provides three key targets: (i) to ascertain insurance companies’ responsibility for management and control of various
intermediary channels; (ii) to carefully investigate business compliance of insurance intermediaries; and (iii) to strengthen the rectification of insurance
business of the third-party online platforms in cooperation with insurance institutions. Insurance intermediaries, like the insurance brokerage companies,
shall strengthen the internal control management, prevent business risks, and focus on the rectification based on the following factors: (i) whether the
professional insurance intermediary assists an insurance company in maliciously obtaining insurance proceeds by fabricating agency business, etc.; (ii)
whether the professional insurance intermediary sells unapproved non-insurance financial products; (iii) whether the professional insurance intermediary
grants benefits other than those stipulated in relevant insurance contracts to policyholders, the issued and beneficiaries; and (iv) whether the professional
insurance intermediary has filed registration for sales personnel for practice in accordance with relevant regulations, etc.
On December 7, 2020, the CBIRC promulgated the Regulatory Measures for Online Insurance Business, or the Online Insurance Measures, which
took effect on February 1, 2021. The Online Insurance Measures set forth the fundamental business rules applicable to the business operation of all
insurance institutions (including insurance companies and insurance intermediaries) and their self-operated online platforms, as well as the specific
business rules applicable to various types of insurance institutions and their business operation. In particular, the Online Insurance Measures provide that
insurance institutions shall sell the Internet insurance products or provide insurance brokerage and insurance adjustment services through their self-
operated online platforms or the self-operated online platforms of other insurance institutions, and the insurance application page must belong to the
self-operated online platforms of insurance institutions. If an insurance intermediary conducts the Internet insurance business, its insurance type shall
not exceed the insurance coverage and business area of the underwriting insurance company, and its business scope shall not exceed the scope agreed
upon in the cooperation or entrustment agreement. An insurance institution operating the Internet insurance business shall submit information related to
its self-operated online platforms, Internet insurance products, cooperative sales channels, and related changes to the relevant information system of the
relevant regulatory authority. An insurance institution shall submit a report on the operation of the Internet insurance business over the previous year to
the relevant information system before April 30 each year. In addition, insurance institutions are required to conduct rectification in accordance with the
Online Insurance Measures, complete the rectification of system construction, marketing, sales management, information disclosure and other issues
within three months following the implementation of the Online Insurance Measures, and complete the rectification of other business operation issues
within six months thereafter, and complete the network security level protection certification of the self-operated network platform within 12 months
thereafter. Any insurance institutions in violation of the Online Insurance Measures may be ordered to make rectification or subject to other regulatory
measures.
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Anti-money Laundering Regulation
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The PRC Anti-money Laundering Law, which became effective in January 2007, sets forth the principal anti-money laundering requirements
applicable to financial institutions as well as non-financial institutions with anti-money laundering obligations, including the adoption of precautionary
and supervisory measures, establishment of various systems for client identification, retention of clients’ identification information and transactions
records, and reports on large transactions and suspicious transactions. According to the PRC Anti-money Laundering Law, financial institutions subject
to the PRC Anti-money Laundering Law include banks, credit unions, trust investment companies, stock brokerage companies, futures brokerage
companies, insurance companies and other financial institutions as listed and published by the State Council, while the list of the non-financial
institutions with anti-money laundering obligations will be published by the State Council. The PBOC and other governmental authorities issued a series
of administrative rules and regulations to specify the anti-money laundering obligations of financial institutions and certain non-financial institutions,
such as payment institutions. However, the State Council has not promulgated the list of the non-financial institutions with anti-money laundering
obligations.
The Internet Finance Guidelines jointly released by ten PRC regulatory agencies in July 2015, purport, among other things, to require Internet
finance service providers to comply with certain anti-money laundering requirements, including the establishment of a customer identification program,
the monitoring and reporting of suspicious transactions, the preservation of customer information and transaction records, and the provision of
assistance to the public security department and judicial authority in investigations and proceedings in relation to anti-money laundering matters. In
addition, the PBOC, CBIRC and CSRC jointly promulgated the Measures for the Administration of Anti-money Laundering and Countering the
Terrorist Financing by Internet Finance Service Providers (for Trial Implementation) on September 29, 2018, or the Anti-money Laundering Measures
for the Internet Finance Service Providers, which took effect from January 1, 2019. The Anti-money Laundering Measures for the Internet Finance
Service Providers apply to the institutions established in the PRC with the approval of or upon filing with the appropriate authorities and legally engaged
in Internet financial services. According to such measures, the specific work scope of combating money laundering and terrorist financing in the Internet
finance industry shall be determined, adjusted and published by the PBOC in conjunction with the relevant financial regulatory authorities of the State
Council in accordance with laws and regulatory policies, including but not limited to online payment, peer-to-peer lending, information intermediaries
of peer-to-peer lending, equity crowdfunding, online sale of funds, online insurance, online trust, and online consumer finance. Internet finance service
providers other than financial institutions and non-bank payment institutions shall file the record of their internal control system for anti-money
laundering and countering the terrorist financing to the competent governmental authority. Furthermore, Internet finance service providers other than
financial institutions and non-bank payment institutions shall complete the performance registration with the online monitoring platform for anti-money
laundering and countering the terrorist financing of Internet finance established by the PBOC. Any Internet finance service provider in violation of such
provisions will be ordered to rectify within prescribed time limit and be subject to administration penalties by the PBOC, the financial regulatory
authority of the State Council and their local counterparts respectively, or even subject to criminal liabilities.
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In addition, pursuant to the Notice of Strengthening Anti-money Laundering in Insurance Industry promulgated by the CBIRC on August 10, 2010
and Administrative Measures for Anti-money Laundering Agenda in Insurance Industry promulgated on September 13, 2011 by the CBIRC and became
effective on October 1, 2011, the CBIRC shall organize, coordinate and direct anti-money laundering efforts in insurance industry. Pursuant to the
Notice of Strengthening Anti-money Laundering in Insurance Industry, equity investments in insurance intermediaries and equity structure changes
therein should be in line with relevant requirements on fund sources in anti-money laundering laws and regulations of the PRC. According to the
foregoing regulations, insurance brokerage companies shall, in the light of the real-name system for policies and in accordance with the working
principles that client materials are complete, transaction records are available for inspection and circumstance of funds is regulated, effectively enhance
the internal control level of anti-money laundering. They shall establish an internal control system for anti-money laundering and prohibit funds of
illegal source from investing into them. The senior management officers of insurance brokerage companies shall understand laws and regulations on
anti-money laundering. Furthermore, they shall meet anti-money laundering criteria specified by the CBIRC, including (i) establishment of system for
client identity recognition, client identity and transaction record keeping, training and education, auditing, confidentiality, internal control system and
operation protocols including those facilitating monitoring and inspection and administrative investigation; (ii) dedicated anti-money laundering posts
and job descriptions, manning and training for such posts; and (iii) other requirements according to regulatory provisions.
Regulation Related to Intellectual Property Rights
The SCNPC, the State Council and the National Copyright Administration, or the NCAC, have promulgated various rules and regulations relating
to the protection of software in China, including without limitation the PRC Copyright Law, adopted in 1997 and last revised in November 2020 (this
amendment took effect on June 1, 2021), with its implementation rules adopted in 1991 and revised in 2013, and the Regulations for the Protection of
Computer Software as promulgated on January 30, 2013. Under these rules and regulations, software owners, licensees and transferees may register
their rights in software with the NCAC or its local branches and obtain software copyright registration certificates. Although such registration is not
mandatory under PRC law, software owners, licensees and transferees are encouraged to go through the registration process to enjoy the better
protections afforded to registered software rights.
The PRC Trademark Law, adopted in 1982 and last revised in 2019, respectively, with its implementation rules adopted in 2002 and revised in
2014, protects registered trademarks. The State Intellectual Property Office, formerly known as the Trademark Office of the State Administration for
Industry and Commerce, handles trademark registrations and grants a protection term of ten years to registered trademarks.
The MIIT promulgated its Administrative Measures on Internet Domain Names in 2017. According to these measures, the MIIT is in charge of the
overall administration of domain names in China. The registration of domain names in PRC is on a “first-apply-first-registration” basis. A domain name
applicant will become the domain name holder upon the completion of the application procedure.
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Regulation Related to Employment
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On June 29, 2007, the SCNPC, adopted the Labor Contract Law, which became effective as of January 1, 2008 and was revised on December 28,
2012 and became effective on July 1, 2013. The Labor Contract Law requires employers to enter into written contracts with their employees, restricts
the use of temporary workers and aims to give employees long-term job security. Pursuant to the Labor Contract Law, employment contracts lawfully
concluded prior to the implementation of the Labor Contract Law and continuing as of the date of its implementation will continue to be performed.
Where an employment relationship was established prior to the implementation of the Labor Contract Law but no written employment contract was
concluded, a contract must be concluded within one month after the Labor Contract Law’s implementation.
According to the Social Insurance Law promulgated by SCNPC, most recently amended on December 29, 2018, the Regulation of Insurance for
Work-Related Injury, the Provisional Measures on Insurance for Maternity of Employees, Regulation of Unemployment Insurance, the Decision of the
State Council on Setting Up Basic Medical Insurance System for Staff Members and Workers in Cities and Towns and the Interim Regulation on the
Collection and Payment of Social Insurance Premiums, an employer is required to contribute the social insurance for its employees in the PRC,
including the pension insurance, medical insurance, unemployment insurance, maternity insurance and work-related injury insurance. Under the
Regulations on the Administration of Housing Funds, promulgated by the State Council on April 3, 1999 and as amended on March 24, 2002 and
March 24, 2019 respectively, an employer is required to make contributions to a housing fund for its employees.
The use of employees of third-party labor dispatch agencies, who are known in China as “dispatched workers,” is mainly regulated by the Interim
Provisions on Labor Dispatching, which was promulgated by the Ministry of Human Resources and Social Security in January 2014. It provides that an
employer may use dispatched workers only for temporary, auxiliary or substitute positions, and shall strictly control the number of workers under labor
dispatching arrangements. The number of dispatched workers used by an employer shall not exceed 10% of the total number of its employees.
Regulation Related to Foreign Exchange
Regulation on Foreign Currency Exchange
The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations, most recently
amended in August 2008. Under the PRC foreign exchange regulations, payments of current account items, such as profit distributions, interest
payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from SAFE by
complying with certain procedural requirements. By contrast, 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 account items, such as direct investments, repayment of foreign
currency-denominated loans, repatriation of investments and investments in securities outside of China.
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In November 2012, SAFE promulgated the Circular of Further Improving and Adjusting Foreign Exchange Administration Policies on Foreign
Direct Investment, which substantially amends and simplifies the current foreign exchange procedure. Pursuant to this circular, the opening of various
special purpose foreign exchange accounts, such as pre-establishment expenses accounts, foreign exchange capital accounts and guarantee accounts, the
reinvestment of RMB proceeds derived by foreign investors in the PRC, and remittance of foreign exchange profits and dividends by a foreign-invested
enterprise to its foreign shareholders no longer require the approval or verification of SAFE, and multiple capital accounts for the same entity may be
opened in different provinces, which was not possible previously. In addition, SAFE promulgated another circular in May 2013, which specifies that the
administration by SAFE or its local branches over direct investment by foreign investors in the PRC must be conducted by way of registration and banks
must process foreign exchange business relating to the direct investment in the PRC based on the registration information provided by SAFE and its
branches. On February 28, 2015, SAFE promulgated the Notice on Further Simplifying and Improving the Administration of the Foreign Exchange
Concerning Direct Investment, or SAFE Notice 13. After SAFE Notice 13 became effective on June 1, 2015, instead of applying for approvals regarding
foreign exchange registrations of foreign direct investment and overseas direct investment from SAFE, entities and individuals may apply for such
foreign exchange registrations from qualified banks. The qualified banks, under the supervision of SAFE, may directly review the applications and
conduct the registration.
On March 30, 2015, SAFE promulgated the Circular of SAFE on Reforming the Management Approach regarding the Settlement of Foreign
Capital of Foreign-invested Enterprise, or Circular 19, which expands a pilot reform of the administration of the settlement of the foreign exchange
capitals of foreign-invested enterprises nationwide. Circular 19 came into force and replaced both the Circular of the State Administration of Foreign
Exchange on Issues Relating to the Improvement of Business Operations with Respect to the Administration of Foreign Exchange Capital Payment and
Settlement of Foreign-invested Enterprises, or Circular 142 and the Circular of the State Administration of Foreign Exchange on Issues concerning the
Pilot Reform of the Administrative Approach Regarding the Settlement of the Foreign Exchange Capitals of Foreign-invested Enterprises in Certain
Areas, or Circular 36 on June 1, 2015. Circular 19 allows all foreign-invested enterprises established in the PRC to use their foreign exchange capitals to
make equity investment and removes certain other restrictions had been provided in Circular 142. However, Circular 19 continues to prohibit foreign-
invested enterprises from, among other things, using RMB fund converted from its foreign exchange capitals for expenditure beyond its business scope
and providing entrusted loans or repaying loans between non-financial enterprises. SAFE promulgated the Notice of the State Administration of Foreign
Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or Circular 16, effective in June
2016, which reiterates some of the rules set forth in Circular 19, but Compared to Circular 19, Circular 16 provides that discretionary foreign exchange
settlement applies to foreign exchange capital, foreign debt offering proceeds and remitted foreign listing proceeds, and the corresponding RMB capital
converted from foreign exchange are not restricted from extending loans to related parties or repaying the inter-company loans (including advances by
third parties). However, there exist substantial uncertainties with respect to the interpretation and implementation in practice with respect to the Circular
16. Circular 19 or Circular 16 may delay or limit us from using the proceeds of offshore offerings to make additional capital contributions or loans to our
PRC subsidiary and any violations of these circulars could result in severe monetary or other penalties.
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In January 2017, SAFE promulgated the Circular on Further Improving Reform of Foreign Exchange Administration and Optimizing Genuineness
and Compliance Verification, or Circular 3, which stipulates several capital control measures with respect to the outbound remittance of profit from
domestic entities to offshore entities, including (i) under the principle of genuine transaction, banks shall check board resolutions regarding profit
distribution, the original version of tax filing records and audited financial statements; and (ii) domestic entities shall hold income to account for
previous years’ losses before remitting the profits. Moreover, pursuant to Circular 3, domestic entities shall make detailed explanations of the sources of
capital and utilization arrangements, and provide board resolutions, contracts and other proof when completing the registration procedures in connection
with an outbound investment.
On October 23, 2019, SAFE promulgated the Circular of the State Administration of Foreign Exchange on Further Promoting the Facilitation of
Cross-border Trade and Investment, or Circular 28, which permits non-investment foreign-invested enterprises to use their capital funds to make equity
investments in China, with genuine investment projects and in compliance with effective foreign investment restrictions and other applicable laws.
However, as the Circular 28 was newly issued, there are still substantial uncertainties as to its interpretation and implementations in practice.
Regulation on Foreign Exchange Registration of Overseas Investment by PRC Residents
SAFE issued SAFE Circular on Relevant Issues Relating to Domestic Resident’s Investment and Financing and Roundtrip Investment through
Special Purpose Vehicles, or SAFE Circular 37, that became effective in July 2014, replacing the Circular of the State Administration of Foreign
Exchange on Issues Concerning the Regulation of Foreign Exchange in Equity Finance and Return Investments by Domestic Residents through
Offshore Special Purpose Vehicles, or SAFE Circular 75. SAFE Circular 37 regulates foreign exchange matters in relation to the use of special purpose
vehicles, or SPVs, by PRC residents or entities to seek offshore investment and financing or conduct round trip investment in China. Under SAFE
Circular 37, a SPV refers to an offshore entity established or controlled, directly or indirectly, by PRC residents or entities for the purpose of seeking
offshore financing or making offshore investment, using legitimate onshore or offshore assets or interests, while “round trip investment” refers to direct
investment in China by PRC residents or entities through SPVs, namely, establishing foreign-invested enterprises to obtain the ownership, control rights
and management rights. SAFE Circular 37 provides that, before making contribution into an SPV, PRC residents or entities are required to complete
foreign exchange registration with SAFE or its local branch. SAFE promulgated the Notice on Further Simplifying and Improving the Administration of
the Foreign Exchange Concerning Direct Investment in February 2015, which took effect on June 1, 2015. This notice has amended SAFE Circular 37
requiring PRC residents or entities to register with qualified banks rather than SAFE or its local branch in connection with their establishment or control
of an offshore entity established for the purpose of overseas investment or financing.
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PRC residents or entities who had contributed legitimate onshore or offshore interests or assets to SPVs but had not obtained registration as
required before the implementation of the SAFE Circular 37 must register their ownership interests or control in the SPVs with qualified banks. An
amendment to the registration is required if there is a material change with respect to the SPV registered, such as any change of basic information
(including change of the PRC residents, name and operation term), increases or decreases in investment amount, transfers or exchanges of shares, and
mergers or divisions. Failure to comply with the registration procedures set forth in SAFE Circular 37 and the subsequent notice, or making
misrepresentation on or failure to disclose controllers of the foreign-invested enterprise that is established through round-trip investment, may result in
restrictions being imposed on the foreign exchange activities of the relevant foreign-invested enterprise, including payment of dividends and other
distributions, such as proceeds from any reduction in capital, share transfer or liquidation, to its offshore parent or affiliate, and the capital inflow from
the offshore parent, and may also subject relevant PRC residents or entities to penalties under PRC foreign exchange administration regulations.
Regulation Related to Stock Incentive Plans
SAFE promulgated the Circular of the State Administration of Foreign Exchange on Issues concerning the Administration of Foreign Exchange
Used for Domestic Individuals’ Participation in Equity Incentive Plans of Companies Listed Overseas, or the Stock Option Rules in February 2012,
replacing the previous rules issued by SAFE in March 2007. Under the Stock Option Rules and other relevant rules and regulations, PRC residents who
participate in stock incentive plan in an overseas publicly-listed company are required to register with SAFE or its local branches and complete certain
other procedures. Participants of a stock incentive plan who are PRC residents must retain a qualified PRC agent, which could be a PRC subsidiary of
the overseas publicly listed company or another qualified institution selected by the PRC subsidiary, to conduct the SAFE registration and other
procedures with respect to the stock incentive plan on behalf of the participants. In addition, the PRC agent is required to amend the SAFE registration
with respect to the stock incentive plan if there is any material change to the stock incentive plan, the PRC agent or other material changes. The PRC
agent must, on behalf of the PRC residents who have the right to exercise the employee share options, apply to SAFE or its local branches for an annual
quota for the payment of foreign currencies in connection with the PRC residents’ exercise of the employee share options. The foreign exchange
proceeds received by the PRC residents from the sale of shares under the stock incentive plans granted and dividends distributed by the overseas listed
companies must be remitted into the bank accounts in the PRC opened by the PRC agents before distribution to such PRC residents.
Regulation Related to Dividend Distribution
The principal laws, rules and regulations governing dividends distribution by companies in the PRC are the PRC Company Law, which applies to
both PRC domestic companies and foreign-invested companies, and the Foreign Investment Law and the Implementing Rules, which apply to foreign-
invested companies. Under these laws, regulations and rules, both domestic companies and foreign-invested companies in the PRC are required to set
aside as general reserves at least 10% of their after-tax profit, until the cumulative amount of their reserves reaches 50% of their registered capital. PRC
companies are not permitted to distribute any profits until any losses from prior fiscal years have been offset. Profits retained from prior fiscal years may
be distributed together with distributable profits from the current fiscal year.
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Regulation Related to Taxation
Enterprise Income Tax
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In March 2007, the National People’s Congress enacted the Enterprise Income Tax Law, which was most recently amended in December 2018,
and in December 2007, the State Council promulgated the Implementing Rules of the Enterprise Income Tax Law, which were most recently amended in
April 2019. The Enterprise Income Tax Law (i) reduces the top rate of enterprise income tax from 33% to a uniform 25% rate applicable to both foreign-
invested enterprises and domestic enterprises and eliminates many of the preferential tax policies afforded to foreign investors, (ii) permits companies to
continue to enjoy their existing tax incentives, subject to certain transitional phase-out rules and (iii) introduces new tax incentives, subject to various
qualification criteria.
The Enterprise Income Tax Law also provides that enterprises organized under the laws of jurisdictions outside China with their “de facto
management bodies” located within China may be considered PRC resident enterprises and therefore be subject to PRC enterprise income tax at the rate
of 25% on their worldwide income. The Implementing Rules of the Enterprise Income Tax Law further define the term “de facto management body” as
the management body that exercises substantial and overall management and control over the production and operations, personnel, accounts and
properties of an enterprise. If an enterprise organized under the laws of jurisdiction outside China is considered a PRC resident enterprise for PRC
enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. First, it would be subject to the PRC enterprise income
tax at the rate of 25% on its worldwide income. Second, a 10% withholding tax would be imposed on dividends it pays to its non-PRC enterprise
shareholders and a 10% tax would apply with respect to gains derived by its non-PRC enterprise shareholders from transfer of its shares.
According to the Enterprise Income Tax Law, dividends generated after January 1, 2008 and payable by a foreign-invested enterprise in China to
its foreign enterprise investors are subject to a 10% withholding tax, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with
China that provides for a preferential withholding arrangement. Pursuant to the Notice of the State Administration of Taxation on Negotiated Reduction
of Dividends and Interest Rates, which was issued on January 29, 2008 and supplemented and revised on February 29, 2008, and the Arrangement
between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Prevention of Fiscal Evasion
with Respect to Taxes on Income, which became effective on December 8, 2006 and applies to income derived in any year of assessment commencing
on or after April 1, 2007 in Hong Kong and in any year commencing on or after January 1, 2007 in the PRC, such withholding tax rate may be lowered
to 5% if a Hong Kong enterprise is deemed the beneficial owner of any dividend paid by a PRC subsidiary by PRC tax authorities and holds at least
25% of the equity interest in that particular PRC subsidiary at all times within the 12-month period immediately before distribution of the dividends.
Furthermore, the State Administration of Taxation promulgated the Public Announcement on Certain Questions in the Recognition of Beneficial Owners
in Tax Treaties in 2018, which stipulates that, in determining whether a non-resident enterprise has the status of a beneficial owner, comprehensive
analysis shall be conducted based on the factors listed therein and the actual circumstances of the specific case shall be taken into consideration.
Non-resident enterprises that cannot provide valid supporting documents as “beneficial owners” may not be approved to enjoy tax treaty benefits.
Specifically, it expressly excludes an agent or a “designated payee” from being considered as a “beneficial owner” and a “beneficial owner” analysis is
required to be conducted on a case-by-case basis following the “substance-over-the-form” principle.
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Value-Added Tax and Business Tax
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Pursuant to the Provisional Regulations on Value-Added Tax of the PRC and its implementation regulations, unless otherwise specified by
relevant laws and regulations, any entity or individual engaged in the sales of goods, provision of processing, repairs and replacement services and
importation of goods into China is generally required to pay a value-added tax, or VAT, for revenues generated from sales of products, while qualified
input VAT paid on taxable purchase can be offset against such output VAT.
On April 4, 2018, the Ministry of Finance and the State Administration of Taxation issued the Notice on Adjustment of VAT Rates, which came
into effect on May 1, 2018. According to the abovementioned notice, the taxable goods previously subject to VAT rates of 17% and 11% respectively
become subject to lower VAT rates of 16% and 10% respectively starting from May 1, 2018. Furthermore, according to the Announcement on Relevant
Policies for Deepening Value-added Tax Reform jointly promulgated by the Ministry of Finance, the State Administration of Taxation and the General
Administration of Customs, which became effective on April 1, 2019, the taxable goods previously subject to VAT rates of 16% and 10% respectively
become subject to lower VAT rates of 13% and 9% respectively starting from April 1, 2019.
Regulation Related to M&A and Overseas Listings
On August 8, 2006, six PRC regulatory agencies, including the MOFCOM, the State-owned Assets Supervision and Administration Commission,
the State Administration of Taxation, the SAIC, the CSRC, and SAFE, jointly issued the Regulations on Mergers and Acquisitions of Domestic
Enterprises by Foreign Investors, or the M&A Rules, which became effective on September 8, 2006 and was amended on June 22, 2009. The M&A
Rules, among other things, require that (i) PRC entities or individuals obtain MOFCOM approval before they establish or control a SPV overseas,
provided that they intend to use the SPV to acquire their equity interests in a PRC company at the consideration of newly issued share of the SPV, or
Share Swap, and list their equity interests in the PRC company overseas by listing the SPV in an overseas market; (ii) the SPV obtains MOFCOM’s
approval before it acquires the equity interests held by the PRC entities or PRC individual in the PRC company by Share Swap; and (iii) the SPV obtains
CSRC approval.
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Certain PRC regulatory authorities issued Opinions on Strictly Cracking Down on Illegal Securities Activities, which were available to the public
on July 6, 2021 and emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by
China-based companies, and proposed to take effective measures, such as promoting the establishment of relevant regulatory systems for prevention and
resolution of the risks and contingencies faced by China-based overseas-listed companies, amending the special provisions of the State Counsel on
overseas offering and listing by companies limited by shares, and clarifying the responsibilities of administrative and regulatory authorties.
On December 24, 2021, the CSRC released the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing
by Domestic Companies (Draft for Comments), or the Draft Administrative Provisions, and the Administrative Measures for the Filing of Overseas
Securities Offering and Listing by Domestic Companies (Draft for Comments), or the Draft Filing Measures, both of which were open for public
comments till January 23, 2022. Under these draft new rules, a filing-based regulatory system will be applied to “indirect overseas offering and listing”
of PRC domestic companies, which refers to such securities offering and listing in an overseas market made in the name of an offshore entity, but based
on the equity, assets, profits or other similar interests of a domestic company which mainly operates its business in the PRC. If the issuer meets the
following conditions, the offering and listing shall be determined as an indirect overseas offering and listing by a domestic company: (i) the total assets,
net assets, revenues or profits of the domestic operating entity or entities of the issuer in the most recent accounting year account for more than 50% of
the corresponding figure in the issuer’s audited consolidated financial statements for the same period; (ii) most of the senior managers in charge of
business operation and management of the issuer are Chinese citizens or domicile in China, and its main places of business are located in China or main
business activities are conducted in China. Domestic companies that seek to offer and list securities in overseas markets shall fulfill the filing procedure
with the CSRC, and, among others, shall strictly comply with laws and regulations and relevant provisions concerning national security in areas of
foreign investment, cybersecurity, and data security, and earnestly fulfill their obligations to protect national security. The Draft Administrative
Provisions provide that an overseas offering and listing is prohibited under any of the following circumstances: (i) if the proposed securities offering and
listing falls under specific provisions in national laws and regulations and relevant provisions prohibiting such financing activities; (ii) if the proposed
securities offering and listing in overseas market may constitute a threat to or endanger national security after review and determination made by
competent authorities under the State Council in accordance with law; (iii) if there are material ownership disputes over, but not limited to, equity, major
assets, and core technology; (iv) if, in recent three years, the domestic company, its controlling shareholders, or actual controllers have committed
corruption, bribery, embezzlement, misappropriation of property, or other criminal offenses that are disruptive to the order of the socialist market
economy; or are currently under judicial investigations for suspicion of criminal offenses or under investigations for suspicion of major violations; (v) if,
in recent three years, directors, supervisors, or senior executives have been subject to administrative punishments for severe violations, or are currently
under judicial investigations for suspicion of criminal offenses or under investigations for suspicion of major violations; or (vi) other circumstances as
prescribed by the State Council. As of the date of this annual report, the Draft Administrative Provisions and the Draft Filing Measures have not been
formally adopted, and substantial uncertainties still exist with respect to the enactment timetable, final content, interpretation and implementation of
these measures and how they will affect our business operation.
134
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101150
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C. Organizational Structure
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g13d00
The following diagram illustrates the Group’s corporate structure. The following diagram omits certain entities that are immaterial to the Group’s
results of operations, business and financial condition. Except as otherwise specified, equity interests depicted in this diagram are held as to 100%. The
relationships between each of Can Gu Long, Shanghai Cango and its shareholders as illustrated in this diagram are governed by contractual
arrangements and do not constitute equity ownership.
(1)
(2)
(3)
(4)
(5)
Investors in our ADSs hold equity interest in Cango Inc., which does not conduct operations.
Include Shanghai Wangjin Investment Management Co., Ltd. (controlled by Mr. Xiaojun Zhang), Mr. Jiayuan Lin, Warburg Pincus Financial
Global Ltd., Tencent Mobility Limited, Shanghai Xiehuai Investment Management L.P., the Taikang Onshore Entities (including Taikang Life
Insurance Co., Ltd. and Shandong State-controlled Taikang Phase I Industrial Development Fund Partnership Enterprise (Limited Partnership))
and Shanghai Huaiyuan Investment Management L.P. (of which Shouyan Xu is the general partner) respectively hold 15.6%, 15.8%, 21.1%,
12.5%, 8.4%, 6.3% and 5.2% of equity interests in Shanghai Cango. The remaining equity interests in Shanghai Cango are held by nine other
shareholders. Shanghai Cango is consolidated with the Group’s results of operations for accounting purposes, but it is not an entity in which we
own equity interest.
Includes 25 subsidiaries that are majority owned by Shanghai Cango. These subsidiaries are located in various cities across China and are
primarily involved in providing automotive financing facilitation services to financial institutions and car buyers.
Primarily involved in the operation of the Group’s automobile trading, including purchasing cars from OEMs to facilitate the sales of such cars to
registered dealers. One subsidiary, Shanghai Quanpin Insurance Brokerage Co., Ltd., wholly owns Fushun Insurance Brokerage Co., Ltd., which
operates the Group’s insurance brokerage business.
Includes 28 subsidiaries that are wholly-owned by Shanghai Chejia, which primarily engages in providing financing leases to car buyers. Shanghai
Cango, our consolidated VIE, currently owns 61.25% equity interest (directly and through Shanghai Wangtian Investment Co., Ltd., its wholly-
owned subsidiary) in Shanghai Chejia and Express Group Development Limited, our wholly-owned consolidated subsidiary, owns 38.75% equity
interest in Shanghai Chejia. As a result, Shanghai Chejia is the Group’s consolidated affiliate.
135
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FORM 20-F
Donnelley Financial
None
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Contractual Arrangements among Can Gu Long, Shanghai Cango and Its Shareholders
PRC laws and regulations currently restrict foreign ownership and investment in VATS in China. Cango Inc. is a Cayman Islands holding
company. As we plan to engage in VATS businesses, including value-added online services for platform participants, in the future, we currently conduct
business operations mainly through Shanghai Cango, or the consolidated VIE, and its subsidiaries. We effectively control the consolidated VIE through
a series of contractual arrangements with the consolidated VIE, its shareholders and Can Gu Long, as described in more detail below, which collectively
enables us to:
•
•
•
exercise effective control over our consolidated VIE and its subsidiaries;
receive substantially all the economic benefits of our consolidated VIE; and
have an exclusive option to purchase all or part of the equity interests in the equity interest in or all or part of the assets of Shanghai Cango
when and to the extent permitted by PRC law.
As a result of these contractual arrangements, we are the primary beneficiary of Shanghai Cango and its subsidiaries for accounting purposes. We
have consolidated their financial results in our consolidated financial statements in accordance with U.S. GAAP.
In the opinion of Fangda Partners, our PRC legal counsel:
•
•
the ownership structures of Can Gu Long and our consolidated VIE in China do not violate any applicable PRC law, regulation, or rule
currently in effect; and
the contractual arrangements among Can Gu Long, Shanghai Cango and its shareholders governed by PRC laws are valid, binding and
enforceable in accordance with their terms and applicable PRC laws, rules, and regulations currently in effect, and do not violate any
applicable PRC law, regulation, or rule currently in effect, except that the pledges in respect of Shanghai Cango’s equity interests would
not be deemed validly created until they are registered with the local administration for market regulation.
However, these contractual arrangements may not be as effective as direct ownership in providing us with control over our consolidated VIE. If
any of our consolidated VIE or its shareholders fails to perform their obligations under the contractual arrangements, we may have to incur substantial
costs and expend additional resources to enforce such arrangements, and rely on legal remedies under PRC laws, including contractual remedies, which
may not be sufficient or effective. 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 laws and any disputes would be resolved in
accordance with PRC legal procedures. We have been advised by our PRC legal counsel, Fangda Partners, that there are substantial uncertainties
regarding the interpretation and application of current and future PRC laws, rules and regulations. As a result, uncertainties in the PRC legal system
could limit our ability to enforce these contractual arrangements. Meanwhile, there are very few precedents and little formal guidance as to how
contractual arrangements in the context of a variable interest entity should be interpreted or enforced under PRC law. The PRC regulatory authorities
may in the future take a view that is contrary to the opinion of our PRC legal counsel. We have been further advised by our PRC legal counsel that if the
PRC government finds that the agreements that establish the structure for operating the Group’s business do not comply with PRC government
restrictions on foreign investment in the aforesaid business the Group engages in, the Group could be subject to severe penalties including being
prohibited from continuing operations.
136
CANGO INC.
FORM 20-F
Donnelley Financial
None
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Furthermore, there remain significant uncertainties regarding the ultimate outcome of such arbitration should legal action become necessary.
Under PRC laws, rulings by arbitrators are final, and parties cannot appeal the arbitration results in courts. If the losing parties fail to carry out the
arbitration awards within a prescribed time limit, the prevailing parties may only enforce the arbitration awards in the PRC courts through arbitration
award recognition proceedings, which would require additional expenses and delay. In the event that we are unable to enforce these contractual
arrangements, or if we suffer significant time delays or other obstacles in the process of enforcing these contractual arrangements, it would be very
difficult to exert effective control over our consolidated VIE, and our ability to conduct the Group’s business and the Group’s financial condition and
results of operations may be materially and adversely affected. For additional information, see “Item. 3 Key Information—D. Risk Factors—Risks
Relating to Our Corporate Structure.” Nevertheless, such arbitration provisions have no effect on the rights of our shareholders to pursue claims against
us under United States federal securities laws.
The following is a summary of the currently effective contractual arrangements by and among our wholly-owned subsidiary, Can Gu Long, our
consolidated VIE, Shanghai Cango, and its subsidiaries, and the shareholders of Shanghai Cango.
Agreements that Provide Us with Effective Control over Our Consolidated VIE and Its Subsidiaries
Equity Interest Pledge Agreements. Pursuant to the equity interest pledge agreements, each shareholder of Shanghai Cango, other than Taikang
Life Insurance Co. Ltd., has pledged all of such shareholder’s equity interest in Shanghai Cango as a security interest, as applicable, to respectively
guarantee Shanghai Cango and its shareholders’ performance of their obligations under the relevant contractual arrangement, which include the
exclusive business cooperation agreement, exclusive option agreement and power of attorney. If Shanghai Cango or any of its shareholders breaches
their contractual obligations under these agreements, Can Gu Long, as pledgee, will be entitled to certain rights regarding the pledged equity interests. In
the event of such breaches, Can Gu Long’s rights include being paid in priority with the equity interest of Shanghai Cango based on the monetary
valuation that such equity interest is converted into or from the proceeds from auction or sale of the equity interest. Each of the shareholders of Shanghai
Cango agrees that, during the term of the equity interest pledge agreements, such shareholder shall not transfer the equity interest, place or permit the
existence of any security interest or other encumbrance on the equity interest or any portion thereof, without the prior written consent of Can Gu Long,
except for the performance of the relevant contractual agreement. Can Gu Long is entitled to collect dividends distributed on the equity interest of
Shanghai Cango, and Shanghai Cango’s shareholders may receive dividends distributed on the equity interest only with prior written consent of Can Gu
Long. The equity interest pledge agreements remain effective until all obligations under the relevant contractual agreements have been fully performed
and all secured indebtedness have been fully paid. We have registered pledges of equity interest of shareholders other than the Taikang Life Insurance
Co., Ltd. in Shanghai Cango with the relevant offices of the administration for market regulation in accordance with the PRC Civil Code.
137
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN18
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Power of Attorney. Pursuant to the power of attorney, each shareholder of Shanghai Cango has irrevocably authorized Can Gu Long to exercise
the following rights relating to all equity interests held by such shareholder in Shanghai Cango during the term of the power of attorney: to act on behalf
of such shareholder as its exclusive agent and attorney with respect to all matters concerning its shareholding in Shanghai Cango, including without
limitation to: (1) attending shareholders’ meetings of Shanghai Cango; (2) exercising all the shareholder’s rights and shareholder’s voting rights such
shareholder is entitled to under the laws of China and Shanghai Cango’s articles of association, including but not limited to the sale or transfer or pledge
or disposition of its shareholding in part or in whole; and (3) designate and appoint on behalf of such shareholder the legal representative, the directors,
supervisors, the chief executive officer and other senior management members of Shanghai Cango. During the period that such shareholders remains a
shareholder of Shanghai Cango, the power of attorney shall be irrevocable and continuously effective and valid from the date of execution of the power
of attorney.
Agreement that Allow Us to Receive Economic Benefits from our Consolidated VIE and Its Subsidiaries
Exclusive Business Cooperation Agreement. Under the exclusive business cooperation agreement, Shanghai Cango appoints Can Gu Long as its
exclusive services provider to provide Shanghai Cango with comprehensive technical support, consulting services and other services during the term of
the exclusive business cooperation agreement. In consideration of the services provided by Can Gu Long, Shanghai Cango shall pay Can Gu Long fees
equal to 100% of the consolidated basis net income of Shanghai Cango, which equals the balance of the gross income less the costs of Shanghai Cango
acceptable to Can Gu Long and Shanghai Cango. Can Gu Long shall have exclusive and proprietary ownership, rights and interests in any and all
intellectual properties arising out of or created during the performance of the exclusive business cooperation agreement. In addition, Shanghai Cango
grants to Can Gu Long an irrevocable and exclusive option to purchase from Shanghai Cango, Shanghai Chejia and any other subsidiary controlled by
Shanghai Cango, at Can Gu Long’s sole discretion, any or all of the assets and business of Shanghai Cango, to the extent permitted under PRC law, at
the lowest purchase price permitted by PRC law. Unless terminated in accordance with the provisions of the exclusive business cooperation agreement
or terminated in writing by Can Gu Long, the exclusive cooperation agreement shall remain effective.
138
CANGO INC.
FORM 20-F
Donnelley Financial
None
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Agreements that Provides Us with the Option to Purchase the Equity Interest in Shanghai Cango
Exclusive Option Agreement. Pursuant to the exclusive option agreement, each of Shanghai Cango’s shareholders have irrevocably granted Can
Gu Long an irrevocable and exclusive right to purchase, or designate one or more persons agreed by the board of directors of Can Gu Long to purchase
the equity interests in Shanghai Cango then held by its shareholders once or at multiple times at any time in part or in whole at Can Gu Long’s sole and
absolute discretion to the extent permitted by PRC law. The minimum price regulated by PRC law shall be the purchase price. Shanghai Cango and its
shareholders have agreed that, without Can Gu Long’s prior written consent, Shanghai Cango shall not in any manner supplement, change or amend the
articles of association of Shanghai Cango, increase or decrease its registered capital, change its structure of registered capital in other manners, sell,
transfer, mortgage or dispose of in any other manner any legal or beneficial interest in the equity interests in Shanghai Cango held by such shareholders,
or allow the encumbrance thereon, except for the interest placed in accordance with the equity interest pledge agreement and the power of attorney.
Shanghai Cango’s shareholders shall promptly donate any profit, interest, dividend or proceeds of liquidation to Can Gu Long or any other person
designated by Can Gu Long to the extent permitted under applicable PRC laws. This agreement will remain effective until all equity interests of
Shanghai Cango held by its shareholders have been transferred or assigned to Can Gu Long or its designated person(s).
Financial Support Undertaking Letter
We executed a financial support undertaking letter addressed to Shanghai Cango, pursuant to which we irrevocably undertake to provide unlimited
financial support to Shanghai Cango to the extent permissible under the applicable laws and regulations of the Cayman Islands and the PRC, regardless
of whether Shanghai Cango has incurred an operational loss. The form of financial support includes but is not limited to cash, entrusted loans and
borrowings. We will not request repayment of any outstanding loans or borrowings from Shanghai Cango if it or its shareholders do not have sufficient
funds or are unable to repay such loans or borrowings. Each letter is effective from the date of the other agreements entered into among Can Gu Long,
Shanghai Cango and its shareholders until the date on which all of the equity interests of Shanghai Cango have been acquired by Can Gu Long or its
designated representative(s).
We expect to provide the financial support if and when required with a portion of the proceeds from our initial public offering and proceeds from
the issuance of equity or debt securities in the future.
D.
Facilities
The Group’s corporate headquarters are located in Shanghai, China, where it leases approximately 8,388 square meters of office space. The Group
also maintains leased properties of approximately 8,156 square meters of office space in 23 other cities as regional offices. In addition, the Group leased
approximately 48,000 square meters of 93 warehouses in 32 provinces of China. We believe that the Group will be able to obtain adequate facilities,
principally by lease, to accommodate future expansion plans.
139
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN18
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ITEM 4A.
UNRESOLVED STAFF COMMENTS
None.
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ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
You should read the following discussion and analysis of the Group’s financial condition and results of operations in conjunction with its
consolidated financial statements and the related notes included elsewhere in this annual report. This discussion may contain forward-looking statements
based upon current expectations that involve risks and uncertainties. The Group’s actual results may differ materially from those anticipated in these
forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information — D. Risk Factors” or in other parts
of this annual report.
A.
Operating Results
Overview
The Group is a leading technology-enabled automotive transaction service platform in China, connecting dealers, OEMs, car buyers and other
industry participants. The Cango platform empowers and serves upstream and downstream of the automotive transaction value chain and offers
comprehensive services, working together with platform participants to deliver simple and enjoyable car purchasing and ownership experience. The
Group has extensive, technology-enabled service offerings that cover each key component of the automotive transaction value chain, including pre-sale
automobile trading solutions, during-sale automotive financing facilitation services, and post-sale after-market services facilitation.
Automobile Trading Solutions
Automobile trading solutions will be the key catalyst to fuel our growth in the future. The Group enables B2B and B2C transactions among
platform participants. In B2B transactions, the Group enables transactions among dealers, as well as that between dealers and OEMs by taking limited
inventory risk, as the Group firstly aggregates demand from dealers, and then makes bulk purchase of cars from OEMs and arranges delivery of cars to
the dealers. In B2C transactions, the Group collaborates with online automotive advertising platforms to help prospective car buyers find suitable cars in
the dealer network while providing them with financing solutions and after-market services. The customer acquisition channels include both dealer
network and third party sales representative. Such dealer network, consisting of 45,930 registered dealers as of December 31, 2021, places the Cango
platform at the center of automotive transaction value chain and enables the Group to closely connect with car buyers. In the three months ended
December 31, 2021, there were 13,165 active dealers in the Group’s dealer network, representing 28.7% of its registered dealers. In addition, the Group
assembled a dedicated team of third-party sales representatives in 2020, which further deepens its coverage in lower-tier cities with more granularities,
complementing existing coverage through dealer network. In 2021, the Group’s B2B and B2C transactions reached 23,166 new car transactions with a
total transaction value of RMB2,227.2 million (US$349.5 million), representing a significant year-on-year growth from RMB624.8 million in 2020.
140
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None
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Automotive Financing Facilitation Services
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The Group provides automotive financing facilitation services primarily by connecting financial institutions and car buyers, leveraging its vast
dealer network. Funding for such financing solutions is provided by either third-party financial institutions or Shanghai Chejia, which is the Group’s
consolidated affiliate. The Group also provides value-added services, such as assistance with administrative procedures associated with car purchasing
and financing. The Group creates value proposition for financial institutions, as it brings underserved customers in lower-tier cities to financial
institutions, as well as offers integrated solutions that support the full life cycle of automotive financing transactions, including credit origination, credit
assessment, credit servicing and delinquent asset management services. The Group has established in-depth collaboration with 12 third-party financial
institutions through two models, which we refer to as the direct partnership model and co-partnership model.The Group also creates value proposition
for car buyers, as it provides car buyers with comprehensive one-stop services. The Group facilitated the financing of 318,772 new and used car
purchases with a total amount of financing transactions of RMB30.1 billion (US$4.7 billion) in 2021.
After-market Services Facilitation
The Group facilitates the sale of insurance policies and other after-market services for car buyers. As of December 31, 2021, the Group
collaborated with 35 insurance brokers and companies to facilitate the sale of their products, such as auto insurance, accident insurance and health
insurance, to car buyers. The Group continues to explore opportunities to facilitate other after-market services on Cango platform, including additional
types of insurance, extended warranties, car customization, maintenance and repair, and personal wealth management products.
The Group continuously explores opportunities to collaborate with additional institutional funding partners. Since March 2020, the Group has
collaborated with MYbank to facilitate financing transactions funded by a major commercial bank.
The Group receives sales revenue and fee income for its automobile trading solutions. In automotive financing, the Group charges financial
institutions service fee based on a percentage of the principal amount of the relevant financing transactions. For the after-market services, the Group
earns fixed service fee for facilitating the sale of different kinds of insurance products, such as accident insurances, automotive insurances and health
insurances. The Group has experienced strong growth in the results of operations. Its revenues increased by 91.1% from RMB2,052.4 million in 2020 to
RMB3,921.7 million (US$615.4 million) in 2021.
141
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FORM 20-F
Donnelley Financial
None
VDI-W10-LPF-453
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Key Factors Affecting Our Results of Operations
Solution and Service Offerings and Pricing
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The Group’s revenue growth depends on the ability to improve existing solutions and services provided, continue identifying evolving business
needs, refine collaboration models with business partners and provide value-added services. Revenue growth also depends on the abilities to effectively
price solutions and services and monetize new business opportunities. The Group historically derived a major portion of its revenues from automotive
financing facilitation services. As such, its financial performance depends in part on the ability to collaborate with financial institutions to offer
automotive financing solutions that are attractive to prospective car buyers. The pricing of automotive financing solutions provided to car buyers are
based on the Group’s recommendations to financial institutions, the internal strategies of financial institutions and market interest rates. The ability to
price solutions and services competitively enables the Group to attract car buyers, dealers and other industry participants and further grow Cango
platform. Furthermore, the product designs affect the type of car buyers that the Group’s automotive financing solutions attract, which in turn affects the
Group’s credit performance.
In 2019, the Group accelerated the growth of after-market service facilitation business by actively refining cross-selling strategy, particularly
relating to automotive insurances. The Group is also in the process of expanding and monetizing automobile trading solutions. The Group takes a
proprietary inventory position of cars and sells such cars to dealers. Such business initiatives, and the ability to execute them, may affect future business
growth and profitability. Since the Group’s new solution and service offerings may have different pricing strategies and cost structures, expansion of
business and changes to revenue mix may affect financial position and profitability going forward.
Car Buyer Engagement and Dealer Network
The Group’s revenue growth has been largely driven by the expansion of car buyer base and the corresponding increase in the amount of
automotive financing solutions facilitated through Cango platform. The Group engages car buyers primarily through the network of registered dealers.
The ability to expand car buyer base depends on the size and quality of registered dealer network as well as the ability to expand such network
nationwide in China. The Group plans to further expand existing dealer network and strengthen the partnerships with existing dealers. A dealer may
receive commissions from the Group or the relevant financial institution, depending on the arrangement among the Group, the dealer and the relevant
financial institution. Commissions paid by the Group are recorded as cost of revenue. The Group’s costs related to car buyer engagement also consist of
personnel costs of in-house direct sales team, which was comprised of 1,216 professionals as of December 31, 2021 and is responsible for either directly
managing registered dealers or providing training and supervision to dealer financial managers employed by registered dealers or sales agents. The
ability to deploy such direct sales team to manage registered dealer network in a cost-efficient manner will affect the Group’s financial performance.
142
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-LPF-453
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The Group also collaborates with leading online automotive advertising platforms to tap into the large user base of these platforms. In addition,
the Group started to collaborate with sales representatives in 2020 to enhance sales efforts. Sales representatives introduce the Group’s solutions to
prospective car buyers and car owners and generate leads to Cango platform. The Group’s success in such collaborations will affect its ability to broaden
prospective car buyer base in a cost-efficient manner.
Market Conditions and Government Policies in China
The demand for the Group’s services is dependent upon overall market conditions in China. China’s automotive industry, especially the
automotive transaction industry and automotive finance industry, may be affected by, among other factors, the general economic conditions in China, the
growth of disposable income as well as the availability and cost of credit available to finance car purchases. Car buyers have been increasingly willing
to finance car purchases with debt. With the expansion of China’s automotive industry, dealers, financial institutions, OEMs and other industry
participants have been utilizing technology-enabled automotive transaction service platforms to solve their pain points and capture market opportunities.
The growth of the Group’s business will depend in part of the continuation of these trends.
Since March 2022, major outbreaks of the Omicron variant of COVID-19 have occurred in many parts of China. These outbreaks have resulted in
lockdowns, highway closures and other restrictive measures across China, which have caused severe hardships to countless dealers and consumers. The
Group expects to experience a significant year-on-year decrease in revenue for the second quarter of 2022. Furthermore, as the Omicron outbreaks have
interrupted the Group’s collection efforts and affected car buyers’ ability to make repayments, the Group is likely to experience an uptick in delinquency
rates in the second quarter of 2022. As a result, the Group’s net loss on risk assurance liabilities would also increase. Furthermore, the COVID-19
pandemic may continue to adversely affect the Group’s results of operations in the second half of 2022.
Governmental policies affecting the automotive finance industry in China are developing and evolving, creating both challenges and opportunities
that could affect the Group’s financial performance. New regulations may restrict the ability to collaborate with financial institutions and/or directly
charge fees from car buyers. The Group will continue to make efforts to ensure that it is compliant with the existing laws, regulations and governmental
policies relating to the automotive industry and to comply with new laws and regulations or changes under existing laws and regulations that may arise
in the future. While new laws and regulations or changes to existing laws and regulations could make current business operations more difficult or
expensive, or result in changes to solutions and services offerings and hence the ability to price solutions, these events could also provide new product
and market opportunities.
Ability to Retain Existing Financial Institutions and Engage New Financial Institutions
The growth of the Group’s business is dependent on the ability to retain existing financial institutions it collaborates with and engage new
financial institutions. The Group needs to continue to provide high quality solutions and services to financial institutions, which will affect whether they
will continue to fund automotive financing solutions facilitated through Cango platform. In addition, the collaborations with financial institutions may
be affected by factors beyond the Group’s control, such as whether automotive financing solutions are perceived as an attractive asset class, operational
disruption of financial institutions, general economic conditions and the regulatory environment. The ability to diversify financial institution base will
enhance the overall stability and sufficiency of funding to facilitate automotive financing transactions.
Ability to Perform Credit Assessment and Delinquent Asset Management Effectively
The Group historically derived substantially all of its revenues from automotive financing facilitation services, which primarily include credit
origination, credit assessment, credit servicing and delinquent asset management for financial institutions. Although financial institutions have their own
risk management procedures and make the ultimate decisions as to credit approvals, the default of a financing transaction facilitated through Cango
platform may still lead to reputational damage or direct economic loss, depending on the funding model for the relevant automotive financing solutions.
The quality of the Group’s risk management efforts thus affects its results of operations.
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The Group’s arrangements with financial institutions differ as to the allocation of credit risk exposure. Changes to the mix of funding models for a
particular period will have an impact on the Group’s financial position and results of operations for such period. The Group is not obligated to bear
credit risk for financing transactions funded by certain financial institutions. Nonetheless, any increase in overdue ratio experienced by such financial
institutions with respect to financing transactions facilitated through Cango platform may affect its willingness to participate on Cango platform. Under
the arrangements with certain other financial institutions, the Group is obligated to purchase the relevant financing receivables from financial institutions
upon certain specified events of default by car buyers. The proportion of financing transactions under such arrangement may increase in the future. In
addition, the Group records financing lease receivables in relation to financing leases funded by Shanghai Chejia on the Group’s consolidated balance
sheet. As such, the Group bears credit risk as to such financing leases. The Group may expand the amount of financing leases provided by Shanghai
Chejia, which will increase the exposure to credit risk.
After a delinquency occurs, the Group aims to collect repayments and/or recover the car collateral from the car buyer. The Group relies on
in-house delinquent asset management team to collect repayments and recover the car collateral at different stages of delinquent asset management
process. The ability to collect repayments and recover car collaterals in a cost-effective way may affect the Group’s relationships with financial
institutions and/or results of operations.
Operating Leverage of Cango Platform
The Group operates a platform that connects the industry participants throughout the entire automotive transaction value chain, and such business
model is highly scalable. Personnel costs have been and we expect will continue to be a large component of the Group’s operating cost and expenses. To
maintain and improve the operating leverage of Cango platform, the Group must manage to grow the business by increasing productivity and continuing
automating its operations with technology.
Ability to Compete Effectively
The Group’s business and results of operations depend on its ability to compete effectively. Overall, the competitive position may be affected by,
among other things, service quality and ability to price solutions and services competitively. The Group will continue to invest in technologies to
improve service quality and user experience. The Group aims to enhance the speed for processing credit applications by refining credit assessment
model and improving the level of automation in credit assessment. As new competitors or new solutions and services emerges that compete with the
Group’s, it will need to continue to introduce new or enhance existing solutions and services to continue to attract dealers, financial institutions, car
buyers and other industry participants. Whether and how quickly the Group can do so will have a significant impact on the growth of business.
144
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101161
22.3.29.0
RHK lamvi0hk
HKG
Transaction Volume Metrics
26-Apr-2022 04:43 EST
ˆ2001CSqkb@f7ZJoe}Š
6*
0C
2001CSqkb@f7ZJoe}
56257 TX 145
XHT
ESS
Page 1 of 1
The Group regularly reviews a number of transaction volume metrics, including the following metrics, to monitor transaction volume, identify
trends, formulate financial projections and make strategic decisions. We believe that these transaction volume metrics are useful to investors because
they are frequently used by analysts, investors and other interested parties to evaluate companies in the automotive industry.
The tables below set forth the transaction volume metrics in the periods presented:
Number of financing transactions facilitated
Number of B2B and B2C transactions
For the Year Ended December 31,
2021
2020
2019
390,140 329,293 318,772
4,999 23,166
118
The table below sets forth a breakdown for the amount of financing transactions facilitated in the periods presented:
As of / For the Year Ended December 31,
2021
2019
RMB
2020
RMB
RMB
US$
Outstanding principal of financing transactions facilitated
Amount of financing transactions facilitated
(in thousands)
40,031,750
28,054,293
43,504,835
27,697,739
46,702,054
30,128,194
7,328,571
4,727,771
We define “financing transactions” as loans and financing leases. Financing transactions facilitated include financing transactions funded by
financial institutions and financing transactions funded by Shanghai Chejia. We define “amount of financing transactions” as the principal amount of
financing transactions facilitated in a specified period;
Credit Performance Metrics
As of December 31, 2021, the total outstanding balance of financing transactions for which the Group is not obligated to bear credit risk was
RMB8.4 billion (US$1.3 billion), representing 18.0% of the total outstanding balance of financing transactions facilitated. The remainder was funded by
either (i) financial institutions from which the Group is obligated to purchase the relevant financing receivables upon certain specified events of default
by car buyers or (ii) Shanghai Chejia, the Group’s consolidated affiliate.
145
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101150
22.3.29.0
RHK chanc2hk
HKG
26-Apr-2022 02:01 EST
ˆ2001CSqkb@dXhjv4&Š
7*
0C
2001CSqkb@dXhjv4&
56257 TX 146
XHT
ESS
Page 1 of 1
We monitor credit performance based on M1+ overdue ratio and M3+ overdue ratio. We define “M1+ overdue ratio” as (i) exposure at risk
relating to financing transactions for which any installment payment is 30 to 179 calendar days past due as of a specified date, divided by (ii) exposure
at risk relating to all financing transactions which remain outstanding as of such date, excluding amounts of outstanding principal that are 180 calendar
days or more past due. We define “M3+ overdue ratio” as (i) exposure at risk relating to financing transactions for which any installment payment is 90
to 179 calendar days past due as of a specified date, divided by (ii) exposure at risk relating to all financing transactions which remain outstanding as of
such date, excluding amounts of outstanding principal that are 180 calendar days or more past due. Amounts which are 180 calendar days or more past
due are deducted from exposure at risk, as such amounts are typically charged off by third-party financial institutions. However, the relevant financial
institutions may follow charge-off policies that differ from such practice. We believe that these credit performance metrics are useful to investors
because they are frequently used by analysts, investors and other interested parties to evaluate companies in the automotive industry.
The table below sets forth M1+ overdue ratio and M3+ overdue ratio for all financing transactions which the Group facilitated and remained
outstanding as of the specified dates.
March
31,
June September December March
30,
31,
31,
30,
As of
June September December March
30,
31,
30,
31,
June September December
30,
31,
30,
M1+ overdue ratio
M3+ overdue ratio
0.77 0.72
0.37 0.30
0.85
0.33
0.85 2.00 1.59
0.40 0.56 0.84
1.11
0.53
0.98 1.23 1.35
0.42 0.54 0.69
1.58
0.76
1.62
0.86
2019
2020
(%)
2021
M1+ overdue ratio increased from 0.98% as of December 31, 2020 to 1.62% as of December 31, 2021, and M3+ overdue ratio increased from
0.42% as of December 31, 2020 to 0.86% as of December 31, 2021, which is primarily due to the impact of an underperforming macroeconomy and is
consistent with the conditions in China’s consumer credit market in 2021, as the COVID-19 pandemic adversely affected borrowers’ ability to repay.
Risk Assurance Liabilities
Under the arrangements with certain financial institutions, the Group is obligated to purchase the relevant financing receivables upon certain
specified events of default by car buyers. After purchasing such financing receivables, security interest in the collateral is also transferred to the Group.
We refer to such arrangement to purchase financing receivables from financial institutions as risk assurance obligation.
The Group incurs risk assurance liabilities in connection with these risk assurance obligation. The table below sets forth the movement of risk
assurance liabilities in the periods presented.
Balance at the beginning of the period
Fair value of risk assurance liabilities upon the inception of new loans
Performed risk assurance liabilities
Net loss/(gain) on risk assurance liabilities
Balance at the closing of the period
146
As of / For the Year Ended December 31,
2019
RMB
2020
RMB
2021
RMB
US$
(in thousands)
173,210 259,952 460,829 72,314
166,911 348,921 443,832 69,647
(114,427) (150,313) (403,388) (63,300)
34,258
2,268 197,750 31,031
259,952 460,829 699,023 109,692
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN10
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 03:27 EST
ˆ2001CSqkb!hwFo7e~Š
3*
0C
2001CSqkb!hwFo7e~
56257 TX 147
XHT
ESS
Page 1 of 1
Risk assurance liabilities consist of a non-contingent aspect and a contingent aspect. At the inception of each financing transaction for which the
Group has risk assurance obligation, it recognizes the non-contingent aspect at fair value, considering the premium required by a third-party market
participant to issue the same risk assurance in a standalone transaction. The contingent aspect relates to the contingent loss arising from the Group’s risk
assurance obligation. The service fees payable to the Group, net of risk assurance liabilities allocated from the consideration in connection with such
financing transaction, are initially recognized as revenues.
When the Group performs risk assurance obligation upon a car buyer’s default, it records a corresponding deduction to risk assurance liabilities.
Prior to the launch of co-partnership model, the Group primarily satisfied its risk assurance obligation to the relevant financial institutions by making
installment payments on delinquent financing transactions. The Group also performed risk assurance obligation through purchasing financing
receivables. Since the third quarter of 2017, the Group has recorded additional financing receivables as it purchases such financing receivables upon
certain specified events of car buyers’ defaults. Upon recovery of a car, the Group derecognizes the financing receivable and records the recovered car at
its estimated fair value, less cost to sell, as other non-current assets on the consolidated balance sheet.
The non-contingent aspect of risk assurance liabilities is reduced over the term of the arrangement, which the Group recognizes as gain on risk
assurance liabilities, as it is released from the risk assurance obligation on a loan-by-loan basis based on car buyers’ repayments. The contingent aspect
is recognized as loss on risk assurance liabilities when car buyer’s default is probable, and the amount of loss is estimable. The Group considers the
underlying risk profile, including delinquency status, overdue period and historical loss experience when assessing the probability of contingent loss.
Car buyers are grouped based on common risk characteristics, such as product type. The Group measures contingent loss based on the future payout
estimated using the historical default rates of a portfolio of similar loans less the fair value of the recoverable collateral.
Non-GAAP Measures
We use adjusted net income, adjusted net income per ADS-basic and adjusted net income per ADS-diluted, which are non-GAAP financial
measures, in evaluating the Group’s operating results and for financial and operational decision-making purposes. We believe that adjusted net income,
adjusted net income per ADS-basic and adjusted net income per ADS-diluted help identify underlying trends in our business by excluding the impact of
share-based compensation expenses relating to the Share Incentive Plan 2018, or the ESOP Expenses, which are non-cash charges. We believe that
adjusted net income, adjusted net income per ADS-basic and adjusted net income per ADS-diluted provide useful information about the Group’s
operating results, enhance the overall understanding of the Group’s past performance and future prospects and allow for greater visibility with respect to
key metrics used by the Group’s management in its financial and operational decision-making.
Adjusted net income, adjusted net income per ADS-basic and adjusted net income per ADS-diluted are not defined under U.S. GAAP and are not
presented in accordance with U.S. GAAP. The non-GAAP financial measures have limitations as analytical tools, and when assessing the Group’s
operating performance, cash flows or its liquidity, investors should not consider them in isolation, or as a substitute for net income, cash flows provided
by operating activities or other consolidated statements of operation and cash flow data prepared in accordance with U.S. GAAP.
147
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101150
22.3.29.0
RHK chanc2hk
HKG
26-Apr-2022 01:57 EST
ˆ2001CSqkb@dVDro4DŠ
7*
0C
2001CSqkb@dVDro4D
56257 TX 148
XHT
ESS
Page 1 of 1
We mitigate these limitations by reconciling the non-GAAP financial measures to the most comparable U.S. GAAP performance measure, all of
which should be considered when evaluating our performance. The following table reconciles our adjusted net income in the years presented to the most
directly comparable financial measure calculated and presented in accordance with U.S. GAAP, which is net income:
Net income (loss)
Add: ESOP Expenses(1)
Adjusted net income
Less: Net income attributable to the non-controlling
interest shareholders
Adjusted net income attributable to Cango Inc.’s
ordinary shareholders
Adjusted net income per ADS-basic(2)
Adjusted net income per ADS-diluted(2)
Weighted average ADS outstanding—basic
Weighted average ADS outstanding—diluted
2017
(Unaudited)
RMB
2018
(Unaudited)
RMB
For the year ended December 31,
2019
(Unaudited)
RMB
2020
(Unaudited)
RMB
2021
(Unaudited)
RMB
(Unaudited)
US$
(in thousands, except for share and per share data)
349,057
—
349,057
306,924
33,411
340,335
404,859
82,266
487,125
3,373,420
78,755
3,452,175
(8,544)
87,635
79,091
(1,341)
13,752
12,411
8,048
4,232
13,945
3,902
—
—
341,010
336,103
473,180
3,448,273
79,091
12,411
2.70
2.70
0.09
3.13
0.08
3.12
63,574,601 139,578,372 151,208,676 150,242,430 144,946,453 22,745,261
126,415,858 140,436,903 151,641,829 151,950,322 146,867,997 23,046,794
22.95
22.69
0.55
0.54
2.41
2.39
(1)
ESOP Expenses are allocated in operating cost and expenses as follows:
For the year ended December 31,
2017
(Unaudited)
RMB
2018
(Unaudited)
RMB
2019
(Unaudited)
RMB
2020
(Unaudited)
RMB
2021
(Unaudited)
RMB
(Unaudited)
US$
Cost of revenue
Sales and marketing
General and administrative
Research and development
ESOP Expenses
(2)
Each ADS represents two Class A ordinary shares.
Components of Results of Operations
Revenues
3,075
16,003
55,591
4,085
— 33,411 82,266 78,755
1,370
7,117
23,187
1,737
—
—
—
—
(in thousands)
3,373
17,523
57,093
4,278
4,928
15,311
63,035
4,361
87,635
773
2,403
9,892
684
13,752
The Group’s revenues mainly consist of automobile trading income, loan facilitation income and other related income, leasing income, after-
market services income, and others. Automobile trading income relates to the automobile trading solutions. The Group generates loan facilitation
income by providing automotive financing facilitation services to financial institutions and car buyers. Leasing income relates to financing lease
payments from car buyers to Shanghai Chejia. After-market services income relates to the facilitation of sale of insurance policies and delinquent asset
management services.
148
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN10
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 03:27 EST
ˆ2001CSqkb!hwhKx41Š
7*
0C
2001CSqkb!hwhKx41
56257 TX 149
XHT
ESS
Page 1 of 1
The following table sets forth components of the Group’s revenues, both in absolute amount and as a percentage of the total revenues, for the
periods presented.
2019
2020
Year Ended December 31,
RMB
%
RMB
%
(in thousands, except for percentages)
RMB
2021
US$
%
Revenues:
Automobile trading income
Loan facilitation income and other related income
Leasing income
After-market services income
Others
Total
Operating Cost and Expenses
11,414
0.8 624,774 30.4 2,227,172 349,492 56.8
913,837 63.5 891,837 43.5 1,233,556 193,572 31.5
6.4
300,078 20.8 286,079 13.9 251,295 39,434
4.9
205,998 14.3 241,193 11.8 193,787 30,409
0.4
2,496
1,440,069 100.0 2,052,432 100.0 3,921,716 615,403 100.0
15,906
8,742
8,549
0.4
0.6
The Group’s operating cost and expenses consist of cost of revenue, sales and marketing expenses, general and administrative expenses, research
and development expenses, net loss/(gain) on risk assurance liabilities and provision for credit losses. The following table sets forth the Group’s
operating cost and expenses, both in absolute amount and as a percentage of the Group’s total revenues, for the periods presented:
2019
2020
Year Ended December 31,
RMB
%
RMB
%
(in thousands, except for percentages)
RMB
2021
US$
%
Operating cost and expenses:
Cost of revenue
Sales and marketing
General and administrative
Research and development
Net loss/(gain) on risk assurance liabilities
Provision for credit losses
Total
Cost of Revenue
539,267 37.4 1,098,121 53.5 2,958,010 464,176 75.4
6.1
192,811 13.4 195,894
9.5 239,333 37,557
7.0
236,551 16.4 265,691 12.9 276,179 43,339
1.8
70,279 11,028
3.0
5.1
0.1 197,750 31,031
5.2
5.3 203,415 31,920
1,116,772 77.5 1,734,135 84.5 3,944,966 619,051 100.6
62,596
4.0
2.4
2,268
3.9 109,565
57,406
34,258
56,479
The Group’s cost of revenue consists of (i) cost of vehicle, (ii) commission paid to car dealerships, (iii) leasing interest expense, (iv) cost for staff
responsible for risk management and delinquent asset management, (v) incentive fee to sales staff, and (vi) others. The following table sets forth
components of the Group’s cost of revenue, both in absolute amount and as a percentage of the Group’s total revenues, for the periods presented.
Primarily as a result of the increase in cost of revenue from cost of vehicle and commission paid to car dealerships, other components of cost of revenue
each decreased as a percentage of cost of revenues in the full year of 2021, compared to the full year of 2020.
2019
2020
Year Ended December 31,
RMB
%
RMB
%
(in thousands, except for percentages)
RMB
2021
US$
%
Cost of revenue:
Cost of vehicle
Commission to car dealerships
Leasing interest expense
Staff cost
Staff incentive
Others
Total
11,176
158,101 11.0 117,986
5.7 375,703 58,956
116,966 8.1 132,323 6.4 119,693 18,782
3.6 105,771 16,598
61,895
4.1
9,713
84,233 13,218
3.4
0.8 619,227 30.2 2,210,715 346,909 56.4
9.6
3.1
2.7
1.6
2.1
539,267 37.4 1,098,121 53.5 2,958,010 464,176 75.4
73,975
84,047
70,563
72,999
98,173
81,852
5.1
6.8
5.7
149
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-LPF-453
22.3.29.0
RHK muruv0tv
HKG
22-Apr-2022 05:54 EST
ˆ2001CSqkb!$pel#4tŠ
5*
0C
2001CSqkb!$pel#4t
56257 TX 150
XHT
ESS
Page 1 of 1
Cost of vehicle increased from RMB11.2 million in 2019 to RMB619.2 million in 2020, and further to RMB2,210.7 million (US$346.9 million) in
2021, primarily due to the increase in the amount of automobile trading transactions.
Commission paid to car dealerships decreased from RMB158.1 million in 2019 to RMB118.0 million in 2020, but later increased to RMB375.7
million (US$59.0 million) in 2021, primarily due to the change in the average commission rate during the respective years.
Leasing interest expense increased from RMB117.0 million in 2019 to RMB132.3 million in 2020, but later decreased to RMB119.7 million
(US$18.8 million) in 2021, primarily due to the change in the amount of financing leases with borrowings that the Group financed during the respective
years.
Staff cost consists of compensation for employees responsible for risk management and delinquent asset management. Staff cost increased from
RMB74.0 million in 2020 to RMB105.8 million (US$16.6 million) in 2021, primarily due to the increase in the number of employees responsible for
risk management and delinquent asset management. Staff cost was RMB73.0 million in 2019 and RMB74.0 million in 2020, respectively.
Staff incentive fee to sales staff decreased from RMB84.0 million in 2020 to RMB61.9 million (US$9.7 million) in 2021, primarily due to changes
in the staff incentive scheme in 2021. Staff incentive decreased from RMB98.2 million in 2019 to RMB84.0 million in 2020, which was in line with the
decrease in the number of financing transactions.
Other costs are primarily comprised of cost for telematics devices, cost for collection, as well as other ordinary course expenses. Other costs
increased from RMB70.6 million in 2020 to RMB84.2 million (US$13.2 million) in 2021, primarily due to the increase in GPS cost and vehicle
management cost. Other costs decreased from RMB81.9 million in 2019 to RMB70.6 million in 2020, primarily due to the decrease in GPS cost.
Sales and Marketing
Sales and marketing expenses consist primarily of compensation related to sales staff but exclude incentives paid to them.
General and Administrative
General and administrative expenses consist primarily of compensation related to accounting and finance, legal, human resources and other
administrative personnel, professional service fee as well as rent for office spaces related to various administrative activities.
150
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN10
22.3.29.0
RHK pf_rend
HKG
Research and Development
20-Apr-2022 03:27 EST
ˆ2001CSqkb!hwt6mevŠ
6*
0C
2001CSqkb!hwt6mev
56257 TX 151
XHT
ESS
Page 1 of 1
Research and development expenses consist primarily of compensation related to research and development personnel, depreciation and
amortization of equipment and costs of data center services.
Net Loss/Gain on Risk Assurance Liabilities
Risk assurance liabilities consist of a non-contingent aspect and a contingent aspect. At the inception of each financing transaction for which the
Group has risk assurance obligation, it recognizes the non-contingent aspect at fair value. The non-contingent aspect of risk assurance liabilities is
reduced over the term of the arrangement, which the Group recognizes as gain on risk assurance liabilities, as it is released from the risk assurance
obligation on a loan-by-loan basis based on car buyers’ repayments. The contingent aspect is recognized as loss on risk assurance liabilities when car
buyer’s default is probable and is measured as the future payout estimated using the historical default rates of a portfolio of similar loans.
Provision for Credit Losses
Under the arrangements with certain financial institutions, the Group is obligated to purchase the relevant financing receivables upon certain
specified events of default by car buyers. In addition, the Group records finance lease receivables relating to the financing leases funded by Shanghai
Chejia on the Group’s balance sheet. The allowance for financing receivables is calculated using the probability of default and loss given default model
based on pools of financing receivables with similar risk characteristics, including product type to arrive at an estimate of incurred losses in the
portfolio. The Group recognizes any increase in allowance for financing receivables as provision for credit losses for the relevant period.
Taxation
Cayman Islands
We are an exempted company incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, we are not subject to tax on
income or capital gains. In addition, upon payment of dividends by us to our shareholders, no Cayman Islands withholding tax will be imposed.
Hong Kong
Our subsidiary incorporated in Hong Kong is subject to Hong Kong profit tax at a rate of 16.5% and may be exempted from income tax on its
foreign-derived income. Hong Kong does not impose a withholding tax on remittance of dividends.
China
Generally, our subsidiary, consolidated VIE and subsidiaries of the consolidated VIE in China are subject to enterprise income tax on their taxable
income in China at a rate of 25%. The enterprise income tax is calculated based on the entity’s global income as determined under PRC tax laws and
accounting standards. In April 2019, Shanghai Cango received the High and New Technology Enterprise (“HNTE”) certificate and is entitled to enjoy a
preferential tax rate of 15% for the years ended December 31, 2018, 2019 and 2020. Fushun Insurance Brokerage Co., Ltd., a subsidiary of our
consolidated VIE, was granted the HNTE certificate in March 2021 for the years ended December 31, 2020, 2021 and 2022.
151
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101149
22.3.29.0
RHK ngoch0hk
HKG
26-Apr-2022 04:43 EST
ˆ2001CSqkb@f7nbLe]Š
9*
0C
2001CSqkb@f7nbLe]
56257 TX 152
XHT
ESS
Page 1 of 1
The Group is subject to VAT at a rate of 6% on the services provided to customers, and VAT at a rate of 13% on the sales of products starting from
April 1, 2019 (such rate was 16% from May 1, 2018 to April 1, 2019), less any deductible VAT the Group has already paid or borne. The Group is also
subject to surcharges on VAT payments in accordance with PRC law.
Dividends paid by our wholly foreign-owned subsidiary in China to our intermediary holding company in Hong Kong will be subject to a
withholding tax rate of 10%, unless the relevant Hong Kong entity satisfies all the requirements under the Arrangement between the PRC and the Hong
Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income and
Capital and receives approval from the relevant tax authority, in which case the dividends paid to the Hong Kong subsidiary would be subject to
withholding tax at the standard rate of 5%.
If our holding company in the Cayman Islands or any of our subsidiaries outside of China were deemed to be a “resident enterprise” under the
PRC Enterprise Income Tax Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%.
Results of Operations
The following tables set forth a summary of the Group’s consolidated results of operations for the periods presented, in absolute amount and as a
percentage of its total revenues. This information should be read together with the Group’s consolidated financial statements and related notes included
elsewhere in this annual report. The operating results in any period are not necessarily indicative of the results that may be expected for any future
period.
Year Ended December 31,
2019
RMB
%
RMB
2020
%
(in thousands)
2021
RMB
US$
%
Revenues:
Automobile trading income
Loan facilitation income and other related income
Leasing income
After-market services income
Others
Total revenues
Operating cost and expenses:
Cost of revenue
Sales and marketing
General and administrative
Research and development
Net loss on risk assurance liabilities
Provision for credit losses
Total operating cost and expenses
Income (loss) from operations
Interest income
Loss from equity method investments
Net gain (loss) on equity securities
Interest expense
Foreign exchange gain (loss), net
Other income, net
Other expenses
Net income before income taxes
Income tax expenses
Net income (loss)
Less: Net income attributable to the non-controlling interest
shareholders
Net income (loss) attributable to Cango Inc.’s ordinary
11,414
0.8 624,774 30.4 2,227,172 349,492 56.8
913,837 63.5 891,837 43.5 1,233,556 193,572 31.5
6.4
300,078 20.8 286,079 13.9 251,295 39,434
4.9
205,998 14.3 241,193 11.8 193,787 30,409
0.4
2,496
1,440,069 100.0 2,052,432 100.0 3,921,716 615,403 100.0
15,906
8,742
8,549
0.6
0.4
57,406
34,258
56,479
62,596
4.0
2.4
2,268
3.9 109,565
539,267 37.4 1,098,121 53.5 2,958,010 464,176 75.4
6.1
9.5 239,333 37,557
192,811 13.4 195,894
7.0
236,551 16.4 265,691 12.9 276,179 43,339
1.8
3.0
70,279 11,028
5.1
0.1 197,750 31,031
5.2
5.3 203,415 31,920
1,116,772 77.5 1,734,135 84.5 3,944,966 619,051 100.6
(0.6)
323,296 22.5 318,297 15.5
1.7
0.7
3.6
— — —
(0.1)
— —
(12,992)
(0.3)
6.0 3,353,381 163.4
(0.4)
(14,481)
(0.1)
(2,759)
(0.9)
0.0
(0.4)
(8,848)
0.4
1,351
1.1
2.4 41,912
49,139
2.9
(0.2)
(6,606)
(0.0)
(838)
(0.4)
12,308 1,931 0.3
487,819 33.9 3,743,274 182.4
(0.5)
(20,853)
(5.8) (369,854) 18.0
(0.2)
(8,544)
404,859 28.1 3,373,420 164.4
51,574
(926)
86,012
(13,458)
5,141
41,300
(5,121)
(2,039)
(2,272)
212
6,577
(1,037)
(23,250)
26,373
(3,272)
(1,341)
(3,648)
4,139
(82,960)
34,901
13,945
1.0
3,902
0.2
— — —
shareholders
390,914 27.1 3,369,518 164.2
(8,544)
(1,341)
(0.2)
152
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-LPF-453
22.3.29.0
RHK muruv0tv
HKG
Comparison of Year Ended December 31, 2021 and Year Ended December 31, 2020
22-Apr-2022 06:05 EST
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Revenues. The Group’s revenues increased from RMB2,052.4 million in 2020 to RMB3,921.7 million (US$615.4 million) in 2021, primarily due
to an increase in the amount of both financing transactions the Group facilitated and automobile trading transactions in 2021.
Operating cost and expenses. The Group’s total operating cost and expenses increased from RMB1,734.1 million in 2020 to RMB3,945.0 million
(US$619.1 million) in 2021, primarily due to the related costs incurred by automobile trading transactions business.
•
•
Cost of revenue. The Group’s cost of revenue increased from RMB1,098.1 million in 2020 to RMB2,958.0 million (US$464.2 million) in
2021, and the cost of revenue as a percentage of the Group’s total revenues also increased from 53.5% to 75.4% during the same period.
Such increases were primarily due to an increase in the amount of automobile trading transactions.
Sales and marketing. The Group’s sales and marketing expenses increased from RMB195.9 million in 2020 to RMB239.3 million
(US$37.6 million) in 2021, primarily due to an increase in sales and marketing resources to develop new businesses. The Group’s sales and
marketing expenses as a percentage of the Group’s total revenues decreased from 9.5% in 2020 to 6.1% in 2021, which illustrated the
Group’s commitment to improving its sales and marketing efficiency while continuing to drive revenue growth.
•
General and administrative. The Group’s general and administrative expenses increased from RMB265.7 million in 2020 to
RMB276.2 million (US$43.3 million) in 2021, primarily due to an inflation for the purchases related to various administrative activities.
The Group’s general and administrative expenses as a percentage of the Group’s total revenues decreased from 12.9% in 2020 to 7.0% in
2021, primarily due to economies of scale as a result of a faster revenue growth.
•
Research and development. The Group’s research and development expenses increased from RMB62.6 million in 2020 to
RMB70.3 million (US$11.0 million) in 2021, primarily due to an increase in the number of research and development employees. The
Group’s research and development expenses as a percentage of the Group’s total revenues decreased from 3.0% in 2020 to 1.8% in 2021,
primarily due to economies of scale as a result of a faster revenue growth.
153
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-LPF-453
22.3.29.0
RHK muruv0tv
HKG
22-Apr-2022 07:54 EST
ˆ2001CSqkb!%wP7KeAŠ
7*
0C
2001CSqkb!%wP7KeA
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Page 1 of 1
•
•
Net loss on risk assurance liabilities. The Group’s net loss on risk assurance liabilities increased from RMB2.3 million in 2020 to
RMB197.8 million (US$31.0 million) in 2021, primarily due to the impact of an underperforming macroeconomy and the conditions in
China’s consumer credit market in 2021.
Provision for credit losses. The Group’s provision for credit losses increased from RMB109.6 million in 2020 to RMB203.4 million
(US$31.9 million) in 2021, primarily due to a sequential increase in default rate in 2021 .
Interest income. The Group’s interest income decreased from RMB34.9 million in 2020 to RMB26.4 million (US$4.1 million) in 2021, primarily
due to a decrease in the amounts of bank deposits.
Net gain (loss) on equity securities. The Group recorganized a gain of RMB3,353.4 million in 2020 and a loss of RMB13.0 million (US$2.0
million) in 2021, primarily due to the downward fluctuations of the market value of the Group’s equity investments in Li Auto in 2021, compared to a
significant gain in the market value of such equity investments in 2020 after Li Auto’s initial public offering.
Interest expense. The Group’s interest expense increased from RMB2.8 million in 2020 to RMB 14.5 million (US$2.3 million) in 2021, primarly
due to an increase in the amount of borrowings to enhance the automobile trading operations.
Foreign exchange gain (loss), net. The Group recognized foreign exchange loss of RMB8.8 million in 2020 and foreign exchange gain of
RMB1.4 million (US$0.2 million) in 2021, primarily due to the fluctuation of the foreign exchange rate of U.S. dollars against RMB in both years.
Other income, net. The Group’s other income decreased from RMB49.1 million in 2020 to RMB41.9 million (US$6.6 million) in 2021, primarily
due to the fair value change on derivative instruments.
Other expenses. The Group’s other expenses increased from RMB0.8 million in 2020 to RMB6.6 million (US$1.0 million) in 2021, primarily due
to the conversion fee for selling equity investments in Li Auto.
Income tax expenses. The Group’s income tax expenses decreased from RMB369.9 million in 2020 to RMB20.9 million (US$3.3 million) in
2021, primarily due to a decrease in taxable income.
Net income (loss). As a result of the foregoing, the Group recoganized a net income of RMB3,373.4 million in 2020 and a net loss of
RMB8.5 million (US$1.3 million) in 2021.
Comparison of Year Ended December 31, 2020 and Year Ended December 31, 2019
For a discussion of the Group’s results of operations for the year ended December 31, 2020 compared with the year ended December 31, 2019, see
“Item 5. Operating and Financial Review and Prospects—A. Operating Results—Year Ended December 31, 2020 Compared to Year Ended
December 31, 2019” in our annual report on Form 20-F for the year ended December 31, 2020, filed with the SEC on April 27, 2021.
154
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-LPF-453
22.3.29.0
RHK muruv0tv
HKG
B.
Liquidity and Capital Resources
22-Apr-2022 06:17 EST
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The Group’s primary sources of liquidity have been issuance of equity securities, borrowings from trusts and banks and cash provided by
operating activities, which have historically been sufficient to meet its working capital and substantially all of its capital expenditure requirements.
In 2019, net cash provided by operating activities was RMB422.9 million. In 2020, net cash used in operating activities was RMB621.6 million. In
2021, net cash used in operating activities was RMB404.4 million (US$63.5 million).
As of December 31, 2021, the Group had RMB5,209.2 million (US$817.4 million) in cash, cash equivalents, restricted cash and short-term
investments and our consolidated affiliates had RMB2,036.9 million (US$319.6 million) of cash, cash equivalents, restricted cash and short-term
investments.
As of December 31, 2021, the Group had cash and cash equivalents of approximately RMB1,434.8 million (US$225.2 million), as compared to
cash and cash equivalents of approximately RMB1,426.9 million as of December 31, 2020. The Group’s cash and cash equivalents consist of cash,
investments in interest bearing demand deposit accounts, time deposits, and highly liquid investments with original maturities of three months or less
from the date of purchase and are stated at cost which approximates their fair value. The amounts of the cash and cash equivalent held by the
consolidated VIE were approximately RMB1,004 million and RMB531 million (US$83 million) as of December 31, 2020 and 2021, respectively.
As of December 31, 2021, the Group had restricted cash of RMB1,175.5 million (US$184.5 million), including current portion of
RMB61.3 million (US$9.6 million) and non-current portion of RMB1,114.2 million (US$174.8 million). The Group’s restricted cash consists of cash
deposited with the respective financial institution customers as (i) general collaboration deposits, (ii) guarantee deposits for risk assured arrangements
and (iii) collateral for notes payable. For arrangements involving risk assurance liabilities, financial institutions make corresponding deductions from the
Group’s deposit account when borrowers are delinquent in their installment repayments and/or when loans are required to be repurchased by the Group
after a specified delinquency period. Such restricted cash is not available to fund the Group’s general liquidity needs.
The short-term investments primarily consist of time deposits and structured deposits investments with original maturity of less than one year and
marketable securities with readily determinable fair value. As of December 31, 2021, the Group had short-term debts of RMB579.8 million (US$91.0
million) and long-term debts of RMB1,424.4 million (US$223.5 million), including current portion of long-term debts of RMB938.0 million (US$147.2
million) and non-current portion of long-term debts of RMB486.4 million (US$76.3 million). The Group’s credit agreements do not contain any material
debt covenants.
In December 2019, Shanghai Chejia entered into a credit agreement with Bank of China, which allows the Group to borrow up to
RMB100.0 million in aggregate with a fixed interest rate of 4.75% and a term of three years. As of December 31, 2021, the outstanding amount under
such credit agreements was RMB28.0 million (US$4.4 million).
155
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101150
22.3.29.0
RHK chanc2hk
HKG
25-Apr-2022 23:53 EST
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Shanghai Chejia also obtains debt financing from several other institutions. For further information as to the Group’s short-term and long-term
debts, see Note 9 to the Group’s audited financial statements included elsewhere in this annual report.
In May 2019, Shanghai Chejia completed the issuance of RMB189 million aggregate principal amount of asset-backed notes, or ABNs, and such
ABNs were listed on China’s Inter-bank Bond Market. In August 2019, Shanghai Chejia completed the issuance of RMB555.88 million aggregate
principal amount of asset-backed securities, or ABSs, and such ABSs were listed on the Shanghai Stock Exchange. In November 2019, Shanghai Chejia
completed the issuance of RMB665 million aggregate principal amount of ABSs, and such ABSs were listed on the Shenzhen Stock Exchange.
In January 2020, Shanghai Chejia received approval from the Shenzhen Stock Exchange for a shelf offering of up to RMB3 billion of ABSs,
under its ABS issuance plan. The underlying assets of the ABSs consist of Shanghai Chejia’s finance lease receivables and other related security
interests under Shanghai Chejia’s lease contracts with its lessees. In March 2020, Shanghai Chejia completed the issuance of RMB964 million aggregate
principal amount of ABSs, and such ABSs were listed on the Shenzhen Stock Exchange. Third parties purchased RMB750 million senior A tranche
ABSs and RMB80 million senior B tranche ABSs, respectively representing 77.8% and 8.3% of the aggregate principal amount of ABSs issued in
March 2020. The Group purchased all RMB134 million subordinated tranche ABSs, representing 13.9% of the aggregate principal amount ABSs issued
in March 2020.
We believe that the Group’s current cash, cash equivalents, restricted cash and short-term investments and anticipated cash flows from operating
activities will be sufficient to meet its anticipated working capital requirements, capital expenditures and debt repayment in the ordinary course of
business for at least the next 12 months. We may, however, need additional cash resources in the future if we experience changes in business conditions
or other developments, or if we find and wish to pursue opportunities for investment, acquisition, capital expenditure or similar actions. If we determine
that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities
or obtain credit facilities. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness
would result in increased fixed obligations and could result in operating covenants that would restrict our operations. The Group’s obligation to bear
credit risk for certain financing transactions facilitated may also strain its operating cash flow. We cannot assure you that financing will be available in
amounts or on terms acceptable to us, if at all. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Industry and Business —We may
need additional capital to pursue business objectives and respond to business opportunities, challenges or unforeseen circumstances, and financing may
not be available on terms acceptable to us, or at all.”
The Group’s ability to manage its working capital, including receivables and other assets and accrued expenses and other liabilities, may
materially affect the Group’s financial condition and results of operations.
156
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-LPF-453
22.3.29.0
RHK muruv0tv
HKG
22-Apr-2022 06:23 EST
ˆ2001CSqkb!$xatZ4CŠ
7*
0C
2001CSqkb!$xatZ4C
56257 TX 157
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Page 1 of 1
Although we consolidate the results of our consolidated VIE and its subsidiaries, we only have access to cash balances or future earnings of our
consolidated VIE and its subsidiaries through our contractual arrangements with our consolidated VIE. See “Item 4. Information on the Company—C.
Organizational Structure.” For restrictions and limitations on liquidity and capital resources as a result of our corporate structure, see “—Holding
Company Structure.”
The following table sets forth a summary of the Group’s cash flows for the periods presented:
Summary Consolidated Cash Flow Data:
Net cash provided by/(used in) operating activities
Net cash (used in)/provided by investing activities
Net cash provided by/(used in) financing activities
Cash, cash equivalents and restricted cash at beginning of the year
Cash, cash equivalents and restricted cash at end of the year
Operating Activities
Year Ended December 31,
2019
RMB
2020
RMB
2021
RMB
US$
(in thousands)
422,895 (621,612)
(404,390) (63,457)
(1,198,406) (493,563) 2,661,223 417,604
730,548 (380,822) (1,946,434) (305,438)
3,880,429 3,846,983 2,314,892 363,257
3,846,983 2,314,892 2,610,281 409,610
Net cash used in operating activities was RMB404.4 million (US$63.5 million) in 2021, primarily due to net loss of RMB8.5 million (US$1.3
million), adjusted for (i) deferred income tax benefit of RMB582.9 million (US$91.5 million), (ii) provision for credit losses and other assets of
RMB203.4 million (US$31.9 million), (iii) loss on risk assurance liabilities of RMB197.8 million (US$31.0 million), (iv) share-based compensation
expense of RMB87.6 million (US$13.8 million), and (v) changes in working capital. Adjusted for changes in working capital primarily consisted of an
increase in other current and non-current liabilities of RMB773.5 million (US$ 121.4 million), primarily due to an increase in balances of advance
payments and deposits from customers of automobile trading businesses. Such changes in working capital were partially offset by (i) an increase in
contract assets of RMB679.4 million (US$106.6 million), due to the loan facilitation services provided to customers in 2021 and the service fees due
after December 31, 2021, (ii) an increase in financing receivables of RMB217.3 million (US$34.1 million) primarily due to an increase in amount of
delinquent loan and debt securities the Group acquired in 2021 under contractual obligations, and (iii) an increase in other current and non-current assets
of RMB180.9 million (US$28.4 million), primarily due to an increase in balances of advance payments and deposits to the suppliers of automobile
trading businesses.
Net cash used in operating activities was RMB621.6 million in 2020, primarily due to net income of RMB3,373.4 million, adjusted for (i) fair
value change of equity investment of RMB3,315.5 million, (ii) deferred income tax expense of RMB248.2 million, (iii) provision for credit losses of
RMB109.6 million, (iv) share-based compensation expense of RMB78.8 million, and (v) changes in working capital. Adjustment for changes in working
capital primarily consisted of (i) an increase in risk assurance liabilities of RMB198.6 million due to an increase in the amount of financing transactions
facilitated for which the Group has risk assurance obligation, and (ii) an increase in other current and non-current liabilities of RMB52.8 million due to
the prepayments paid by dealers in connection with automobile trading solutions. Such changes in working capital were partially offset by (i) an increase
in other current and non-current assets of RMB695.0 million, which was primarily due to the prepayment paid to OEMs in connection with automobile
trading solutions, as well as the deposit paid to Mybank in connection with the cooperation with it, and (ii) an increase in financing receivables of
RMB83.2 million due to an increase in the financing receivables purchased upon certain specified events of car buyers’ defaults.
157
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN10
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 03:27 EST
ˆ2001CSqkb!hxW@040Š
4*
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Net cash provided by operating activities was RMB422.9 million in 2019, primarily due to net income of RMB404.9 million, adjusted for (i) loss
on risk assurance liabilities of RMB34.3 million, (ii) provision for credit losses of RMB56.5 million, (iii) fair value change of equity investment with no
readily determinable fair value under measurement alternative of RMB41.6 million, (iv) share-based compensation expense of RMB82.3 million,
(v) deferred income tax benefit of RMB9.0 million and (vi) changes in working capital. Adjustment for changes in working capital primarily consisted
of an increase in risk assurance liabilities of RMB52.5 million due to an increase in the amount of financing transactions facilitated for which the Group
has risk assurance obligation. Such changes in working capital were partially offset by (i) an increase in other current and non-current assets of
RMB56.8 million, which was primarily due to prepayment of such amount, and (ii) an increase in accounts receivable relating to service fees from
financial institutions, as under certain arrangements, the payment term was longer.
Investing Activities
Net cash provided by investing activities was RMB2,661.2 million (US$417.6 million) in 2021, primarily due to (i) proceeds from sale or
redemption of other short-term investments, net of RMB2,841.9 million (US$445.9 million), (ii) repayments of finance lease receivables of
RMB2,112.0 million (US$331.4 million), and (iii) maturities of held-to-maturity investment of RMB1,158.1 million (US$181.7 million), which was
partially offset by (i) purchase of held-to-maturity investment of RMB 2,342.2 million (US$367.5 million), and (ii) origination of finance lease
receivables of RMB1,091.4 million (US$171.3 million).
Net cash used in investing activities was RMB493.6 million in 2020, which was primarily attributable to (i) origination of finance lease
receivables of RMB2,256.4 million, and (ii) purchase of short-term investments of RMB1,116.8 million in wealth management products which are
primarily invested in various types of debt securities, which was partially offset by (i) repayments of finance lease receivables of RMB1,839.8 million,
and (ii) proceeds from redemption of short-term investments of RMB1,020.7 million.
Net cash used in investing activities was RMB1,198.4 million in 2019, which was primarily attributable to (i) purchase of short-term investments
of RMB7,613.4 million in wealth management products which are primarily invested in various types of debt securities, (ii) origination of finance lease
receivables of RMB2,071.7 million and (iii) purchase of long-term investments of RMB406.3 million, including equity investments without readily
determinable fair value and available-for-sale debt securities, which was partially offset by (i) proceeds from redemption of short-term investments of
RMB7,295.0 million, and (ii) repayments of finance lease receivables of RMB1,358.8 million.
Financing Activities
Net cash used in financing activities was RMB1,946.4 million (US$305.4 million) in 2021, primarily due to repayment of borrowings of
RMB2,101.6 million (US$329.8 million) and distribution to shareholders of RMB955.4 million (US$149.9 million), which was partially offset by
proceeds from borrowings of RMB1,546.7 million (US$242.7 million).
158
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-LPF-453
22.3.29.0
RHK muruv0tv
HKG
22-Apr-2022 07:58 EST
ˆ2001CSqkb!%ymCHeJŠ
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Net cash used in financing activities was RMB380.8 million in 2020, which was primarily attributable to repayment of borrowings of
RMB3,416.2 million and distribution to shareholders of RMB267.2 million, which was partially offset by proceeds from borrowings of
RMB3,369.7 million.
Net cash provided by financing activities was RMB730.5 million in 2019, which was primarily attributable to proceeds from borrowings of
RMB2,695.4 million, which was partially offset by repayment of borrowings of RMB1,686.5 million and distribution to shareholders of
RMB257.1 million.
Capital Expenditures
The Group made capital expenditures of RMB43.0 million, RMB5.4 million and RMB18.9 million (US$3.0 million) in 2019, 2020 and 2021,
respectively. In these periods, such capital expenditures were mainly used for purchases of property and equipment and intangible assets. The Group will
continue to make capital expenditures to meet the expected growth of its business.
Material Cash Requirements
The Group’s material cash requirements as of December 31, 2021 and any subsequent interim period primarily include its short-term loans, long-
term debt obligations, capital commitment obligations, operating lease commitment obligations, as well as capital expenditures and repurchase of shares.
See “—Capital Expenditures” and “Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers” for further details.
We intend to fund the Group’s existing and future material cash requirements with its existing cash and cash equivalents, restricted cash, short-
term investments and other financing alternatives. The Group will continue to make cash commitments, including capital expenditures, to support the
growth of its business.
The following table set forth the Group’s indebtedness and contractual obligations as of December 31, 2021:
Total
RMB
US$
Payment due by period
Less than
1 Year
1 – 3 Years
RMB
(in thousands)
3 –
5 Years
More than
5 Years
Short-term debt obligations
Long-term debt obligations
Capital commitment obligations
Operating lease commitment obligations
Total
159
— — —
1,558,954 244,634 1,558,954
29,956 514,899 — —
544,855 85,500
— — —
59
119,257 18,714
15,710 27,998 26,919 48,630
2,223,442 348,907 1,604,996 542,897 26,919 48,630
376
376
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101150
22.3.29.0
RHK chanc2hk
HKG
Off-Balance Sheet Arrangements
26-Apr-2022 00:04 EST
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The Group has entered into several arrangements with financial institutions that provide funding directly to car buyers for financing transactions
facilitated. Under the arrangements with certain financial institutions, the Group is obligated to purchase the relevant financing receivables upon certain
specified events of default by car buyers. As of December 31, 2021, risk assurance liabilities related to such arrangement were RMB699.0 million
(US$109.7 million). As of December 31, 2021, the maximum potential undiscounted future payment the Group would be required to make was
RMB31,335.7 million (US$4,917.3 million).
Holding Company Structure
Cango Inc. is a holding company with no material operations of its own. The Group conducts its operations primarily through our subsidiary,
consolidated VIE and its subsidiaries in China. As a result, Cango Inc.’s ability to pay dividends depends upon dividends paid by our PRC subsidiary. If
our existing PRC subsidiary or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict
their ability to pay dividends to us. In addition, our wholly foreign-owned subsidiary in China is permitted to pay dividends to us only out of its retained
earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, each of our subsidiary, our consolidated
VIE and its subsidiaries in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until
such reserve funds reach 50% of its registered capital. In addition, each of our PRC subsidiaries, our consolidated VIE and its subsidiaries in China may
allocate a portion of its after-tax profits to a discretionary surplus fund at its discretion. The statutory reserve funds and the discretionary funds are not
distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks
designated by SAFE. Our PRC subsidiary has not paid dividends and will not be able to pay dividends until it generates accumulated profits and meet
the requirements for statutory reserve funds.
The amounts restricted include the paid-up capital and the statutory reserve funds of our PRC subsidiaries and the net assets of our consolidated
affiliates, totaling RMB2.9 billion, RMB2.5 billion and RMB2.4 billion (US$0.4 billion) as of December 31, 2019, 2020 and 2021, respectively.
Inflation
Since inception, inflation in China has not materially affected our results of operations. According to the National Bureau of Statistics of China,
the year-over-year percent changes in the consumer price index for 2019, 2020 and 2021 were increases of 2.9%, 2.5% and 0.9%, respectively. Although
we have not been materially affected by inflation in the past, we may be affected if China experiences higher rates of inflation in the future.
Recent Accounting Pronouncements
Please see Note 2 to the Group’s consolidated financial statements included elsewhere in this annual report.
160
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101150
22.3.29.0
RHK chanc2hk
HKG
C.
Research and Development
26-Apr-2022 00:00 EST
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The Group has focused on and will continue to invest in its technology system, which supports all key aspects of Cango platform and is designed
to optimize for scalability and flexibility.
The Group’s research and development expenses were RMB57.4 million, RMB62.6 million and RMB70.3 million (US$11.0 million) in 2019,
2020 and 2021, respectively.
D.
Trend Information
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the
year ended December 31, 2021 that are reasonably likely to have a material effect on the Group’s total net revenues, income, profitability, liquidity or
capital reserves, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
E.
Critical Accounting Policies and Estimates
Critical Accounting Policies
The Group prepares financial statements in accordance with U.S. GAAP, which requires it to make judgments, estimates and assumptions that
affect the reported amounts of the Group’s assets and liabilities and the disclosure of its contingent assets and liabilities at the end of each fiscal period
and the reported amounts of revenues and expenses during each fiscal period. The Group continually evaluates these judgments and estimates based on
its own historical experience, knowledge and assessment of current business and other conditions, the Group’s expectations regarding the future based
on available information and assumptions that the Group believes to be reasonable, which together form its basis for making judgments about matters
that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, the Group’s actual
results could differ from those estimates. Some of the Group’s accounting policies require a higher degree of judgment than others in their application.
The selection of critical accounting policies, the judgments and other uncertainties affecting application of those policies and the sensitivity of
reported results to changes in conditions and assumptions are factors that should be considered when reviewing the Group’s financial statements. For
further information on the Group’s critical accounting policies, see Note 2 to its consolidated financial statements. The Group believes the following
accounting policies involve the most significant judgments and estimates used in the preparation of its financial statements.
Revenue Recognition
The Group’s revenues are derived principally from 1) loan facilitation services and post-origination administrative services, 2) automobile trading
income, 3) finance lease services, 4) after-market services facilitation services, and 5) other income.
161
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN17
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 03:26 EST
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On January 1, 2019, the Group adopted ASC 606, Revenue from Contracts with Customers, using the modified retrospective method applied to
those contracts which were not completed as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under ASC
606, while prior period amounts have not been adjusted and continue to be reported in accordance with the Group’s historic accounting under ASC 605,
Revenue recognition. The cumulative effect of adopting ASC 606 resulted in an increase of RMB17,585,853 to the opening balance of retained earnings
at January 1, 2019. Under ASC 606, revenue is recognized when control of the promised goods or services is transferred to the Group’s customers, in an
amount that reflects the consideration that the Group expects to be entitled to in exchange for those goods or services, net of value-added tax (“VAT”).
The Group determines revenue recognition through the following steps:
•
•
•
•
•
Identify the contract(s) with a customer;
Identify the performance obligations in the contract;
Determine the transaction price;
Allocate the transaction price to the performance obligations in the contract; and
Recognize revenue when (or as) the entity satisfies a performance obligation.
Loan facilitation services and PAS
The Group entered into non-risk assured and risk assured facilitation arrangements with various financial institutions. Borrowers that pass the
Group’s credit assessment are recommended to the financial institutions. Once the borrower is independently approved by the financial institutions, the
financial institutions will directly fund the borrower’s automobile purchase and the Group will earn a loan facilitation fee from the financial institution
and borrowers. The Group will provide PAS, such as tracking through telematics devices in the automobiles; and sending short-message-service
(“SMS”) payment reminder to borrowers, throughout the terms of the loans. In addition, for certain arrangements, the Group provides risk assurance on
the principal and accrued interest repayments of the defaulted loans to various financial institutions. The Group determined that it is not the legal lender
or legal borrower in the loan origination and repayment process, respectively. Therefore, the Group does not record loan receivables and payable arising
from the loans between borrowers and financial institutions on its consolidated balance sheet.
The Group determines its customers to be both the financial institutions and borrowers. The Group considers the loan facilitation service, PAS and
risk assurance services as separate services, of which the risk assurance service is accounted for in accordance ASC 460, Guarantees (“ASC 460”).
The transaction price is the amount of consideration to which the Group expects to be entitled in exchange for transferring the promised services
to the customer, net of value-added tax. The transaction price includes variable service fees which are contingent on the borrower making timely
repayments. Variable consideration is estimated using the expected value method based on historical default rate, current and forecasted borrower
repayment trends and is limited to the amount of variable consideration that is probable not to be reversed in future periods. As a result, the estimation of
variable consideration involves significant judgement. The Group makes the assessment of whether the estimate of variable consideration is constrained.
Any subsequent changes in the transaction price will be allocated to the performance obligations on the same basis as at contract inception.
162
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FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN17
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 03:27 EST
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Page 1 of 1
The Group first allocates the transaction price to the risk assurance liabilities at fair value in accordance with ASC 460. The remaining transaction
price is then allocated to the loan facilitation services and PAS on a relative standalone selling price basis. The Group does not have observable price for
the loan facilitation services and PAS because the services are not provided separately. As a result, the estimation of standalone selling price involves
significant judgement. The Group estimates the standalone selling price of the loan facilitation and PAS using the expected cost plus a margin approach.
The fee allocated to loan facilitation is recognized as revenue upon each successful loan facilitation, while the fee allocated to PAS are deferred
and amortized over the period of the loan on a straight-line method as the PAS services are performed. PAS revenue recognized in the years ended
December 31, 2019, 2020 and 2021 is RMB86,251,498, RMB73,775,464 and RMB41,561,564 (US$6,521,916), respectively.
The loan facilitation services and PAS are recorded as loan facilitation income and other related income in the consolidated statements of
comprehensive income (loss).
Automobile trading transaction
The Group provides car trading services as a principal in which the Group purchases vehicles from suppliers which are vehicle manufacturers or
their first-tier car dealerships and sells the vehicles to customers which are other car dealerships. The revenue generated from sale of vehicles is
recognized at a point in time when the control of the vehicles is transferred from the Group to the customers when the vehicles are delivered and their
titles are passed on to the customers.
Finance lease services
The Group provides automobile finance lease services to individual borrowers. Financing lease income is recognized using the effective interest
method. Initial direct cost received and direct origination costs are generally deferred and amortized over the term of the related finance lease
receivables using the effective interest method and are removed from the consolidated balance sheets when the related finance lease receivables are sold,
charged off or paid in full.
After-market services income
The Group provides after-market services to car buyers which mainly include insurance facilitation service and car recovery and disposal services.
After-market insurance facilitation service mainly involve facilitating personal accident insurance and automobile insurance, and offering antitheft
package services. The Group first allocates the fair value of indemnification service under ASC 460 and then allocates the remaining consideration to the
after-market insurance facilitation service. After-market insurance facilitation service income is recognized at the point of time facilitation services are
performed After-market car recovery and disposal services income mainly include delinquent asset management income for car recovery and disposal
services, which is recognized at the point of time when the Group delivers the relevant service.
163
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101164
22.3.29.0
RHK lamze0hk
HKG
Risk Assurance Liabilities at the Inception of Loans
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The Group provides risk assurance to various financial institution customers. The risk assurance liability consists of two components. The Group’s
obligation to stand ready to make delinquent payments or to purchase the loan over the term of the arrangement (the non-contingent aspect) is accounted
for in accordance with ASC 460 Guarantees (“ASC 460”). The contingent obligation relating to the contingent loss arising from the arrangement is
accounted for in accordance with ASC 450 Contingencies (“ASC 450”). At inception, the Group recognizes the non-contingent aspect of the risk
assurance liability at fair value. Because risk assurance liabilities can vary substantially over time, estimating risk assurance liability at the inception of
loans requires a number of assumptions about matters that are uncertain. Changes in assumptions affect the Group’s loan facilitation income and net loss
on risk assurance liabilities on the Group’s consolidated income statements and risk assurance liabilities on the Group’s consolidated balance sheets. See
Note 11 of the Notes to the Financial Statements for more information regarding allowance for risk assurance liabilities.
Nature of Estimates Required. The Group estimates the risk assurance liability at the inception of loans that share similar risk characteristics based
on a collective assessment using a combination of measurement models and management judgment. The models consider factors such as delinquency
status, overdue period, historical loss experience and macroeconomic factors. If we do not believe the models reflect lifetime expected risk assurance
liability, an adjustment is made to reflect management judgment regarding qualitative factors including observable changes in portfolio performance,
forward-looking macroeconomic conditions and other relevant factors.
Assumptions Used. The Group’s risk assurance liability at the inception of loans is based on its assumptions regarding:
•
•
•
•
probability of default. The expected probability of payment and time to default, which include assumptions about recent performance;
loss given default. The percentage of the expected balance due at default that is not recoverable. The loss given default takes into account
expected collateral value and future recoveries;
macroeconomic factors. Macroeconomic factors used in the Group’s Model are country specific and include variables such as gross
domestic product, per capita disposable income, interest rates and consumer price indexes, among others; and
margin rate. Margin rate represents the percentage of margin required by a third-party market participant to issue the same risk assurance.
Sensitivity Analysis. Changes in the probability of default, loss given default and margin rate assumptions would affect the risk assurance alibility.
The effect of the indicated increase/decrease in the assumptions is as follows (in millions):
Assumption
Probability of default (lifetime)
Loss given default
Margin rate
Percent Change
+/- 5%
+/- 5%
+/- 5%
164
Increase/(Decrease)
RMB1,404/RMB(1,404)
RMB1,404/RMB(1,404)
RMB41/RMB(41)
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN17
22.3.29.0
RHK pf_rend
HKG
Derivative Instruments
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Page 1 of 1
In 2019, the Group entered into cross-currency interest rate swap contracts that allow the Group to buy US Dollars at a pre-determined exchange
rate and repay US Dollars borrowing with fixed interest rate on maturity date. The cross-currency interest rate swap contracts matured in July 2020. In
2021, the Group entered into a cross-currency interest rate swap contract that allow the Group to buy HKD at a pre-determined exchange rate and repay
HKD borrowing with fixed interest rate on maturity date. The total notional amount of the outstanding cross-currency interest rate swap contract was
RMB nil and RMB103.6 million (US$16.3 million) as of December 31, 2020 and 2021, respectively.
The Group accounts for the cross-currency interest rate swap contract in accordance with ASC 815, Derivatives and hedging. The crosscurrency
interest rate swap contract was measured at fair value and classified as accrued expenses and other current liabilities within the consolidated balance
sheets. The Group estimates the fair value of the cross-currency interest rate swap contract at each reporting period using a discounted cashflow model
by using future net expected cashflow discounted at foreign exchange forward adjusted market yield. Any change in the fair value of the cross-currency
interest rate swap contracts are recorded as other income in the consolidated statement of comprehensive income (loss) for each period until the contract
matures, is terminated, or sold. During the years ended December 31, 2019, 2020 and 2021, the unrealized losses recognized in the comprehensive
income (loss) related to the cross-currency interest rate swap contract were RMB3.3 million, RMB nil and RMB5.3 million (US$0.8 million),
respectively.
The cross-currency interest rate swap contract may expose the Group to credit risk to the extent that the counterparty may be unable to meet the
terms of the arrangement. The Group mitigates this credit risk by transacting with major financial institutions with high credit ratings. The Group did not
pledge cash collateral for its cross-currency interest rate swap contract as of December 31, 2020 and 2021.
Income Taxes
The Group recognizes income taxes under the liability method. Deferred income taxes are recognized for differences between the financial
reporting and tax bases of assets and liabilities at enacted tax rates in effect for the years in which the differences are expected to reverse. The Group
records a valuation allowance against the amount of deferred tax assets that it determines is not more-likely-than-not to be realized. The effect on
deferred taxes of a change in tax rates is recognized in earnings in the period that includes the enactment date.
The Group applies the provisions of ASC 740, Income Taxes (“ASC 740”), in accounting for uncertainty in income taxes. ASC 740 clarified the
accounting for uncertainty in income taxes by prescribing the recognition threshold a tax position is required to meet before being recognized in the
financial statements. The Group has elected to classify interest and penalties related to an uncertain tax position (if and when required) as part of income
tax expense in the consolidated statements of comprehensive income (loss). As of and for the years ended December 31, 2019, 2020 and 2021, the
amounts of unrecognized tax benefits as well as interest and penalties associated with uncertainty in income taxes were insignificant.
165
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN17
22.3.29.0
RHK pf_rend
HKG
Allowance for Finance Lease Receivables
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Page 1 of 1
The allowance for finance lease receivables is calculated using the PD and LGD model based on pools of finance lease receivables with similar
risk characteristics, including product type to arrive at an estimate of incurred losses in the portfolio. Allowance is calculated by multiplying the PD by
LGD for each pool. The PD and LGD model take into consideration factors of historical delinquency migration to loss and loss given default. The
Group adjusts the allowance that is determined by the PD and LGD model for various qualitative factors i.e. gross-domestic product rates, per capita
disposable income, interest rates and consumer price indexes and other considerations. Each of these macroeconomic factors are equally weighted, and a
score is applied to each factor based on year-on-year increases and decreases in that respective factor.
Finance lease receivables are charged off when a settlement is reached for an amount that is less than the outstanding balance or when the Group
has determined the balance is uncollectable. In general, the Group considers finance fee receivables meeting any of the following conditions as
uncollectable and charged-off: (i) death of the borrower; (ii) identification of fraud, and the fraud is officially reported to and filed with relevant law
enforcement departments or (iii) the amount remained outstanding 180 days past due and therefore deemed uncollectible; (iv) the collateral are
physically repossessed.
Share-Based Compensation
The Group accounts for share-based compensation in accordance with ASC 718, Compensation-Stock Compensation (“ASC 718”).
The Group recognizes the compensation costs net of estimated forfeitures using the straight-line method, over the applicable vesting period for
each separately vesting portion of the award. The estimate of forfeitures is adjusted over the requisite service period to the extent that actual forfeitures
differ, or are expected to differ, from such estimates. Changes in estimated forfeitures is recognized through a cumulative catch-up adjustment in the
period of change and also impact the amount of share-based compensation expense to be recognized in future periods.
A change in any of the terms or conditions of share options is accounted for as a modification of share options. The Group calculates the
incremental compensation cost of a modification as the excess of the fair value of the modified option over the fair value of the original option
immediately before its terms are modified, measured based on the share price and other pertinent factors at the modification date. For vested options, the
Group recognizes incremental compensation cost in the period the modification occurred. For unvested options, the Group recognizes, over the
remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original
award on the modification date. The Group, with the assistance of an independent third-party valuation firm, determined the fair value of share-based
awards granted to employees.
166
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101153
22.3.29.0
RHK lauli1hk
HKG
ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
Directors and Executive Officers
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The following table sets forth information regarding our directors and executive officers as of December 31, 2021.
Name
Xiaojun Zhang
Jiayuan Lin
Langlang Zhou
Yongyi Zhang
Xiaoyu Liu
Zhipeng Song
Chi Ming Lee
Dongsheng Zhou
Rong Liu
Age
50
53
41
49
39
37
69
54
73
Position/Title
Co-founder and chairman
Co-founder, director and chief executive officer
Director
Chief financial officer and director
Director
Director
Independent director
Independent director
Independent director
Xiaojun Zhang is our co-founder and has served as our chairman since 2014. Mr. Zhang has also served as a chairman and general manager of
Shanghai Chejia since 2016. Prior to co-founding our company, Mr. Zhang served as a director and general manager of SAIC-GMAC Automotive
Finance Co., Ltd. from 2004 to 2013. From 1999 to 2004, Mr. Zhang served as a deputy general manager of Shanghai Automobile Group Finance
Company. From 1992 and 1998, Mr. Zhang served as a financial supervisor of People’s Bank of China, Shanghai Branch. Mr. Zhang received a
bachelor’s degree in finance from Shanghai University of Finance and Economics in 1992, a master’s degree in business administration from Peking
University in 2003 and completed China Senior Executive Program at Harvard Business School in 2018, thereby attaining alumni status.
Jiayuan Lin is our co-founder and has served as our director and chief executive officer since 2010. Prior to co-founding our company, Mr. Lin
served as an assistant general manager of Shanghai Automobile Group Finance Company from 2007 to 2010. From 2003 to 2007, Mr. Lin served as a
director of the sales department of SAIC-GMAC Automotive Finance Co., Ltd. From 1997 to 2003, Mr. Lin worked in SAIC General Motors
Corporation Limited as a manager of tax and insurance in the finance department and a manager of finance support in the marketing department. From
1991 to 1997, Mr. Lin worked in the Pudong branch of Bank of China as a staff member in the finance department, deputy manager of the audit division
and deputy manager of the credit division. Mr. Lin received a bachelor’s degree in economics, with specialization in investment management, from
Shanghai University of Finance and Economics in 1991.
Langlang Zhou served as our director from 2017 to April 2022. Mr. Zhou is a managing director of Warburg Pincus LLC and has been with the
firm since 2005. Mr. Zhou is currently a director of China Huarong Asset Management Co., Ltd., Hwabao WP Fund Management Co., Ltd. and Wacai
Holdings Limited. Mr. Zhou served as an analyst of the investment banking division of Credit Suisse First Boston from 2003 to 2004 and an associate of
the investment banking division of Citibank from 2004 to 2005. Mr. Zhou obtained a bachelor’s degree in business and a bachelor’s degree in electrical
engineering from the University of Western Ontario in 2002. Mr. Zhou resigned his position as our director on April 26, 2022.
167
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101150
22.3.29.0
RHK chanc2hk
HKG
26-Apr-2022 02:03 EST
ˆ2001CSqkb@dY#oBe3Š
7*
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2001CSqkb@dY#oBe3
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Yongyi Zhang has served as our chief financial officer since 2018 and director since 2018. Prior to joining our company, Mr. Zhang served as an
executive director of Zhongde Securities Co., Ltd. from 2010 to 2018. From 2001 to 2010, Mr. Zhang served as a senior manager of China Galaxy
Securities Co., Ltd. From 1997 to 2001, Mr. Zhang served as a deputy manager of Shanghai Stock Exchange. From 1995 to 1997, Mr. Zhang served as
an auditor of Arthur Anderson (Shanghai Office). Mr. Zhang received a bachelor’s degree in international accounting from Shanghai University of
Finance and Economics in 1995.
Xiaoyu Liu has served as our director since 2018. Mr. Liu joined Didi Chuxing in 2015 and currently serves as the general manager in the fintech
department. Mr. Liu has over ten years of working experience in the finance and investment industry including with The Carlyle Group, Kaichen Group,
UniCredit and KPMG. Mr. Liu received a bachelor’s degree in biotechnology from Tsinghua University in 2005 and an MBA from University of
Pennsylvania in 2012.
Zhipeng Song has served as a director of our company since 2018. Mr. Song has also served as a vice president of Shanghai Chejia since 2016.
From 2014 to 2015, Mr. Song served as an assistant general manager of our company. From 2012 to 2014, he served a regional manager of Anji Leasing
Co., Ltd. From 2010 to 2012, he served as an account manager of SAIC-GMAC Automotive Finance Co., Ltd. Mr. Song received a bachelor’s degree in
finance from Shanghai University in 2007 and a master’s degree in finance and management from Loughborough University in 2008 and a master’s
degree in finance from University of St. Andrews in 2009.
Chi Ming Lee has served as our independent director since July 25, 2018. Mr. Lee has also served as an independent non-executive director of
DIT Group Limited (formerly known as China Minsheng DIT Group Limited) since 2014 and Wanlian Securities Ltd. since 2019. Mr. Lee has been the
director and managing partner of Alex KY Wong Asset Management Co. Ltd. (formerly known as Benington Capital Partners Ltd.) since 2020. Mr. Lee
served as an independent non-executive director of China Baoli Technologies Holding Ltd. from 2015 to 2017, Huatai Securities Co., Ltd. from 2015 to
2021, and as the director and managing partner of Nanguo International Asset Management Ltd. (formerly known as Benington Capital Limited) from
2014 to 2020. Prior to 2014, Mr. Lee served as the senior manager/director of licensing department, director of corporate planning, and director of
finance and administration of the Securities and Futures Commission of Hong Kong. From 1976 to 1989, Mr. Lee served as the assistant assessor and
then the assessor at Inland Revenue Department of the Government of Hong Kong. Mr. Lee obtained his higher diploma in accountancy from the Hong
Kong Polytechnic (now known as the Hong Kong Polytechnic University) in 1976, a bachelor’s degree in law from the University of London in 1988,
and a master’s degree in business administration from the University of Hong Kong in 1993. Mr. Lee is a fellow member of the Association of Chartered
Certified Accountants and the Hong Kong Institute of Certified Public Accountants.
Dongsheng Zhou has served as our director since July 25, 2018. Dr. Zhou is a professor of marketing and chair of the marketing department at
China Europe International Business School, where he has worked since 2002. Since 2006, Dr. Zhou has served as the academic co-chair of SEPC, a
joint executive training program with Harvard Business School and the School of Economics and Management at Tsinghua University. From 2007 to
2012, Dr. Zhou served as the associate dean in charge of the alumni relationships of China Europe International Business School. From 1997 to 2002,
Dr. Zhou served as an assistant professor in the department of marketing and on the business faculty at the City University of Hong Kong. Dr. Zhou
received a bachelor’s degree in science from the University of Science and Technology of China in 1990 and a doctor of philosophy degree from the
faculty of commerce and business administration at the University of British Columbia in 1997.
168
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-DPF-634
22.3.29.0
RHK arumk0dc
HKG
22-Apr-2022 04:07 EST
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Rong Liu has served as our director since July 2019. Mr. Liu has decades of experience in the automotive industry. He served as a deputy chief
accountant and executive director of the finance department of SAIC Group Co., Ltd. from December 2004 to May 2013. From March 2004 to
December 2004, he served as a deputy chief accountant and manager of the finance department of Shanghai Automotive Industry Corporation (Group)
Corp. From April 1990 to March 2004, he served as a manager assistant and deputy manager of Shanghai Automotive Industry Corporation (Group)
Corp. He currently serves as an independent director at Kehua Holdings Co., Ltd., Kuangda Technology Group Co., Ltd., Shanghai Jialeng Songzhi
Automobile Air Conditioning Co., Ltd. and Shanghai Jingzhi Industrial Co., Ltd. He also serves as a supervisor at Yangzhou Dongsheng Auto Parts Co.,
Ltd. In 1999, Mr. Liu completed a graduate program in international economy at China Eastern Normal University.
The business address for all of our executive officers and directors is 8F, New Bund Oriental Plaza II, 556 West Haiyang Road, Pudong New Area,
Shanghai 200124, People’s Republic of China.
B.
Compensation
Compensation
In 2021, we and our subsidiaries and consolidated VIE paid aggregate cash compensation of approximately RMB25.5 million (US$4.0 million) to
our directors and executive officers as a group. We did not pay any other cash compensation or benefits in kind to our directors and executive officers.
We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers. Our PRC
subsidiary and consolidated VIE 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 and other statutory benefits and housing funds. Our board of directors may determine
compensation to be paid to the directors and the executive officers. The compensation committee will assist the directors in reviewing and approving the
compensation structure for the directors and the executive officers.
For information regarding share awards granted to our directors and executive officers, see “—Share Incentive Plan.”
Employment Agreements and Indemnification 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, for certain acts of the executive
officer, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, willful misconduct or gross negligence to our detriment,
or serious breach of duty of loyalty to us. We may also terminate an executive officer’s employment without cause upon three-month advance written
notice. In such case of termination by us, we will provide severance payments to the executive officer as expressly required by applicable law of the
jurisdiction where the executive officer is based. The executive officer may resign at any time with a three-month advance written notice.
169
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN17
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 03:27 EST
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Each executive officer has agreed to hold, both during and within two years 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 or her duties in connection with the employment or pursuant to applicable
law, any of our confidential information or trade secrets, any confidential information or trade secrets of our business partners, 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 during the executive officer’s
employment with us and to assign all right, title and interest in them to us, and assist us in obtaining and enforcing 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 and typically for one year following the last date of employment. Specifically, each executive officer has agreed not to (i) approach
financial institutions, dealers or other persons or entities introduced to the executive officer in his or her capacity as a representative of us for the
purpose of doing business with such persons or entities that will harm our business relationships with these persons or entities; (ii) assume employment
with or provide services to any of our competitors, or engage, whether as principal, partner, licensor or otherwise, any of our competitors, without our
express consent; or (iii) 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, without our express consent.
We have entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we may agree to
indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by
reason of their being a director or officer of our company.
Share Incentive Plan
On May 25, 2018, we adopted the Share Incentive Plan 2018, or the share incentive plan, which allows us to grant options, restricted shares,
restricted share units and other share-based awards to our employees, directors and consultants. The maximum number of ordinary shares that may be
subject to equity awards pursuant to the share incentive plan is 27,845,526 initially. Additional ordinary shares may be reserved for issuance of equity
awards as determined by our board of directors.
170
CANGO INC.
FORM 20-F
Administration
Donnelley Financial
None
VDI-W10-DPF-634
22.3.29.0
RHK arumk0dc
HKG
22-Apr-2022 04:09 EST
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The share incentive plan is jointly administered by Mr. Xiaojun Zhang, our co-founder and chairman, and Mr. Jiayuan Lin, our co-founder,
director and chief executive officer. The administrators will determine the provisions and terms and conditions of each equity award.
Change in Control
In the event of a change in control, the administrators may provide for termination of all equity awards outstanding at a specific time in the future,
purchase of equity awards from holders, replacement of equity awards, payment of awards in cash or combination of the foregoing.
Term
Unless terminated earlier, the share incentive plan will continue in effect for a term of ten years from the date of its adoption.
Award Agreements
Generally, equity awards granted under the share incentive plan are evidenced by an award agreement providing for the number of ordinary shares
subject to the award, and the terms and conditions of the award, which must be consistent with the share incentive plan.
Vesting Schedule
The vesting schedule of each equity award granted under the share incentive plan will be set forth in the award agreement for such equity award.
Amendment and Termination
The board of directors may at any time amend or terminate the share incentive plan, subject to certain exceptions.
Granted Options
As of December 31, 2021, options to purchase 25,946,770 Class A ordinary shares were outstanding. Certain options previously granted were
subsequently forfeited pursuant to the terms of the share incentive plan.
The table below summarizes, as of March 31, 2022, the options we have granted to our directors and executive officers.
171
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101150
22.3.29.0
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Name
Xiaojun Zhang
Position
Chairman
Jiayuan Lin
Chief executive officer and director
Yongyi Zhang
Chief financial officer and director
Zhipeng Song
Director
Ordinary
Shares
Underlying
Option Awards
7,739,960
7,837,460
*
*
Option
Exercise
Price
(US$)**
1.7951
1.7951
1.7951
1.7951
1.7951
1.7951
1.7951
1.7951
1.7951
1.7951
1.7951
1.7951
Grant Date
May 25, 2018
February 15, 2019
Option
Expiration Date
May 24, 2028
February 14, 2029
October 15, 2020 October 14, 2030
May 25, 2018
February 15, 2019
May 24, 2028
February 14, 2029
October 15, 2020 October 14, 2030
May 25, 2018
February 15, 2019
May 24, 2028
February 14, 2029
October 15, 2020 October 14, 2030
May 25, 2018
February 15, 2019
May 24, 2028
February 14, 2029
October 15, 2020 October 14, 2030
*
**
Less than 1% of our outstanding shares.
In March 2021, we adjusted the option exercise price to US$1.2951 per share due to the cash dividend paid in April 2021.
Special Option Grants
In April 2022, our board of directors authorized the grant of (i) an option to purchase 6,000,000 Class A ordinary shares to Mr. Xiaojun Zhang, our
co-founder and chairman, and (ii) an option to purchase 6,000,000 Class A ordinary shares to Mr. Jiayuan Lin, our co-founder, director and chief
executive officer. These share options will be granted in consideration of Mr. Zhang and Mr. Lin’s roles in guiding Cango’s profitable investment in Li
Auto. The share options will vest immediately upon grant and have an exercise price of US$1.2951 per Class A ordinary share.
C.
Board Practices
Our board of directors consisted of nine directors as of December 31, 2021. A director is not required to hold any shares in our company to qualify
to serve as a director. A director may vote with respect to any contract or any proposed contract or arrangement in which he is interested, and if he does
so his vote shall be counted and he may be counted in the quorum at any meeting of our directors at which any such contract or proposed contract or
arrangement is considered, provided (i) such director has declared the nature of his interest at the meeting of the board at which the question of entering
into the contract or arrangement is first considered if he knows his interest then exists, or in any other case at the first meeting of the board after he
knows he is or has become so interested, either specifically or by way of a general notice and (ii) 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, to
mortgage or charge its undertaking, property and uncalled capital, and to issue debentures or other securities whenever money is borrowed or as security
for any debt, liability or 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.
Duties of Directors
Under Cayman Islands law, our directors have a fiduciary duty to act honestly in good faith with a view to our best interests. Our directors also
have a duty to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty
of care to us, our directors must ensure compliance with our third amended and restated memorandum and articles of association. A shareholder has the
right to seek damages if a duty owed by our directors is breached.
The functions and powers of our board of directors include, among others:
•
•
•
conducting and managing the business of our company;
representing our company in contracts and deals;
appointing attorneys for our company;
172
CANGO INC.
FORM 20-F
Donnelley Financial
None
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•
•
•
•
•
select senior management such as managing directors and executive directors;
providing employee benefits and pension;
managing our company’s finance and bank accounts;
exercising the borrowing powers of our company and mortgaging the property of our company; and
exercising any other powers conferred by the shareholders meetings or under our third amended and restated memorandum and articles of
association.
Terms of Directors and Executive Officers
Our directors may be elected by a resolution of our board of directors, or by an ordinary resolution of our shareholders, pursuant to our third
amended and restated memorandum and articles of association, which became effective immediately prior to the completion of our initial public
offering. Each of our directors will hold office until his or her successor takes office or until his or her earlier death, resignation or removal or the
expiration of his or her term as provided in the written agreement with our company, if any. A director will cease to be a director if, among other things,
the director (i) dies, or becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors; (ii) is found
to be or becomes of unsound mind; (iii) resigns his office by notice in writing to the company; or (iv) without special leave of absence from our board, is
absent from six consecutive board meetings and our directors resolve that his office be vacated. Our officers are elected by and serve at the discretion of
the board of directors.
Committees of the Board of Directors
Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. We
have adopted a charter for each of the committees. Each committee’s members and functions are described below.
Audit Committee
Our audit committee consists of Chi Ming Lee, Dongsheng Zhou and Rong Liu. Chi Ming Lee is the chairperson of our audit committee. Chi
Ming Lee satisfies the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC. Each of Chi Ming Lee,
Dongsheng Zhou and Rong Liu satisfies the requirements for an “independent director” within the meaning of Section 303A of the NYSE Listed
Company Manual and meets the criteria for independence set forth in Rule 10A-3 of the United States Securities Exchange Act of 1934, as amended, or
the Exchange Act. Our audit committee consists solely of independent directors.
The audit committee oversees our accounting and financial reporting processes and the audits of our financial statements. Our audit committee is
responsible for, among other things:
•
selecting the independent auditor;
173
CANGO INC.
FORM 20-F
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•
•
•
•
•
•
•
•
•
•
•
•
•
pre-approving auditing and non-auditing services permitted to be performed by the independent auditor;
annually reviewing the independent auditor’s report describing the auditing firm’s internal quality control procedures, any material issues
raised by the most recent internal quality control review, or peer review, of the independent auditors and all relationships between the
independent auditor and our company;
setting clear hiring policies for employees and former employees of the independent auditors;
reviewing with the independent auditor any audit problems or difficulties and management’s response;
reviewing and, if material, approving all related party transactions on an ongoing basis;
reviewing and discussing the annual audited financial statements with management and the independent auditor;
reviewing and discussing with management and the independent auditors major issues regarding accounting principles and financial
statement presentations;
reviewing reports prepared by management or the independent auditors relating to significant financial reporting issues and judgments;
discussing earnings press releases with management, as well as financial information and earnings guidance provided to analysts and rating
agencies;
reviewing with management and the independent auditors the effect of regulatory and accounting initiatives, as well as off-balance sheet
structures, on the Group’s financial statements;
discussing policies with respect to risk assessment and risk management with management, internal auditors and the independent auditor;
timely reviewing reports from the independent auditor regarding all critical accounting policies and practices to be used by our company,
all alternative treatments of financial information within U.S. GAAP that have been discussed with management and all other material
written communications between the independent auditor and management;
establishing procedures for the receipt, retention and treatment of complaints received from our employees regarding accounting, internal
accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable
accounting or auditing matters;
174
CANGO INC.
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•
•
•
•
annually reviewing and reassessing the adequacy of our audit committee charter;
such other matters that are specifically delegated to our audit committee by our board of directors from time to time;
meeting separately, periodically, with management, internal auditors and the independent auditor; and
reporting regularly to the full board of directors.
Compensation Committee
Our compensation committee consists of Xiaojun Zhang, Jiayuan Lin and Dongsheng Zhou. Xiaojun Zhang is the chairperson of our
compensation committee. Dongsheng Zhou satisfies the requirements for an “independent director” within the meaning of Section 303A of the NYSE
Listed Company Manual.
Our compensation committee is responsible for, among other things:
•
•
•
•
•
•
reviewing, evaluating and, if necessary, revising our overall compensation policies;
reviewing and evaluating the performance of our directors and senior officers and determining the compensation of our senior officers;
reviewing and approving our senior officers’ employment agreements with us;
setting performance targets for our senior officers with respect to our incentive compensation plan and equity-based compensation plans;
administering our equity-based compensation plans in accordance with the terms thereof; and
such other matters that are specifically delegated to the remuneration committee by our board of directors from time to time.
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee consists of Jiayuan Lin, Xiaojun Zhang and Dongsheng Zhou. Jiayuan Lin is the chairperson
of our nominating and corporate governance committee. Dongsheng Zhou satisfies the requirements for an “independent director” within the meaning of
Section 303A of the NYSE Listed Company Manual. The nominating and corporate governance committee will assist 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 will be responsible for, among other things:
•
selecting and recommending to the board nominees for election by the shareholders or appointment by the board;
175
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101149
22.3.29.0
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•
•
•
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.
D.
Employees
As of December 31, 2019, 2020 and 2021, the Group had a total of 3,189, 3,009 and 2,351 employees, respectively. The decrease in the Group’s
employees in 2021 was primarily due to the organizational restructuring for business transitions. The following table sets forth the breakdown of the
Group’s employees as of December 31, 2021 by function:
Function
Sales and marketing
Operations
Risk management
General administration
Research and development
Total
Number of
Employees
1,216
423
373
173
166
2,351
% of Total
51.7
18.0
15.9
7.4
7.0
100.0
As of December 31, 2021, 590 of the Group’s employees were based in Shanghai. The rest of the employees were based in 23 other cities across
China.
We believe the Group offers its employees competitive compensation packages and a dynamic work environment that encourages initiative and is
based on merit. As a result, the Group has generally been able to attract and retain qualified personnel and maintain a stable core management team. The
Group plans to hire additional experienced and talented employees in areas such as big data analytics, marketing and operations, risk management and
sales as the Group expands its business.
As required by PRC regulations, the Group participates in various government statutory employee benefit plans, including social insurance,
namely pension insurance, medical insurance, unemployment insurance, work-related injury insurance and maternity insurance, and housing funds. The
Group is required under PRC law to make contributions to employee benefit plans at specified percentages of the salaries, bonuses and certain
allowances of the employees, up to a maximum amount specified by the local government regulations from time to time. In addition, the Group
purchased additional commercial health insurance to increase insurance coverage of employees. The Group enters into standard labor, confidentiality
and non-compete agreements with its employees. The non-compete restricted period typically expires two years after the termination of employment,
and the Group agrees to compensate the employee with a certain percentage of his or her pre-departure salary during the restricted period.
176
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101164
22.3.29.0
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We believe that the Group maintains a good working relationship with its employees, and the Group has not experienced any major labor disputes.
E.
Share Ownership
The following table sets forth information as of the date of this annual report with respect to the beneficial ownership of our ordinary shares by:
•
•
each of our directors and executive officers; and
each person known to us to own beneficially 5.0% or more of our ordinary shares.
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to, or the power
to receive the economic benefit of ownership of, the securities. 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 or
other right or the conversion of any other security.
As of March 31, 2022, the total number of ordinary shares outstanding is 277,476,272, comprising 204,497,595 Class A ordinary shares and
72,978,677 Class B ordinary shares.
Directors and Executive Officers:*
Xiaojun Zhang(1)
Jiayuan Lin(2)
Langlang Zhou
Yongyi Zhang
Xiaoyu Liu
Zhipeng Song
Chi Ming Lee
Dongsheng Zhou
Rong Liu
Directors and Executive Officers as a Group
Principal Shareholders:
Lin Entities(3)
WP Fintech(4)
Eagle Central Holding Limited(5)
Tencent Mobility Limited(6)
Didi Chuxing(7)
Taikang Offshore Entities(8)
Class A
ordinary
shares
2,920,048
5,662,655
—
***
—
***
—
—
—
9,932,357
2,741,607
53,431,124
—
25,223,898
28,376,116
16,217,006
Ordinary Shares Beneficially Owned
Percentage
of total
outstanding
ordinary
shares
Class B
ordinary
shares
Percentage
of aggregate
voting
power**
38,275,787
34,702,890
—
—
—
—
—
—
—
72,978,677
34,702,890
—
38,275,787
—
—
—
14.7
14.4
—
***
—
***
—
—
—
29.1
13.5
19.3
13.8
9.1
10.2
5.8
46.1
42.0
—
***
—
***
—
—
—
87.9
41.9
3.2
46.0
1.5
1.7
1.0
*
**
The business address for our directors and executive officers is 8F, New Bund Oriental Plaza II, 556 West Haiyang Road, Pudong New Area,
Shanghai 200124, People’s Republic of China.
For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by
such person or group by the voting power of all of our Class A and Class B ordinary shares as a single class. In respect of all matters subject to a
shareholders’ vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes, voting together as
one class. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are
not convertible into Class B ordinary shares under any circumstances.
177
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*** Less than 1% of our total outstanding shares.
(1) Represents (i) 38,275,787 Class B ordinary shares that are held by Eagle Central Holding Limited, or Eagle Central, and (ii) 2,920,048 Class A
ordinary shares that Mr. Xiaojun Zhang has the right to acquire upon exercise of the options within 60 days. Eagle Central is a limited liability
company established in the British Virgin Islands that is controlled by Mr. Xiaojun Zhang. Eagle Central is further described in footnote 5 below.
(2) Represents (i) 1 Class A ordinary share that is held by Medway Brilliant Holding Limited, or Medway Brilliant, (ii) 34,702,890 Class B ordinary
shares that are held by Traveler Enterprise Limited, or Traveler Enterprise, (iii) 2,741,606 Class A ordinary shares represented by ADSs that are
beneficially owned by Traveler Enterprise, and (iv) 2,921,048 Class A ordinary shares that Mr. Jiayuan Lin has the right to acquire upon exercise
of the options within 60 days. Medway Brilliant is a limited liability company established in the British Virgin Islands that is wholly owned by
Mr. Jiayuan Lin. Traveler Enterprise is a limited liability company established in the British Virgin Island. Mr. Jiayuan Lin is the beneficial owner
of the shares held by Medway Brilliant and Traveler Enterprise in our company. Medway Brilliant and Traveler Enterprise are further described in
footnote 3 below.
(3) Represents (i) 1 Class A ordinary share that is held by Medway Brilliant, (ii) 34,702,890 Class B ordinary shares that are held by Traveler
Enterprise, and (iii) 2,741,606 Class A ordinary shares represented by ADSs that are beneficially owned by Traveler Enterprise. Medway Brilliant
is a limited liability company established in the British Virgin Islands that is wholly owned by Mr. Jiayuan Lin. The registered address of Medway
Brilliant is the offices of Sertus Incorporations (BVI) Limited, Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British
Virgin Islands. Traveler Enterprise is a limited liability company established in the British Virgin Islands. Traveler Enterprise is controlled by
Traveler Trust, a trust established under the laws of Guernsey. Mr. Jiayuan Lin is the settlor of Traveler Trust, and Mr. Lin and his family members
are the trust’s beneficiaries. Under the terms of this trust, Mr. Lin has the power to direct the trustee with respect to the retention or disposal of,
and the exercise of any voting and other rights attached to, the shares held by Traveler Enterprise in our company. The registered address of
Traveler Enterprise is Ritter House, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands.
(4) Represents 53,431,124 Class A ordinary shares that are beneficially owned by Warburg Pincus Cango Fintech Investment Company Limited, a
British Virgin Islands business company (“WP Fintech”). Information regarding beneficial ownership is reported as of January 31, 2020, based on
the information contained in the Schedule 13G filed by WP Fintech with SEC on February 10, 2020. The direct parents of WP Fintech are
(i) Warburg Pincus Private Equity XII, L.P., a Delaware limited partnership (“WP XII”), (ii) Warburg Pincus Private Equity XII-B, L.P., a
Delaware limited partnership (“WP XII-B”), (iii) Warburg Pincus Private Equity XII-D, L.P., a Delaware limited partnership (“WP XII-D”), (iv)
Warburg Pincus Private Equity XII-E, L.P., a Delaware limited partnership (“WP XII-E”), (v) WP XII Partners, L.P., a Delaware limited
partnership (“WP XII Partners”), (vi) Warburg Pincus XII Partners, L.P., a Delaware limited partnership (“Warburg Pincus XII Partners” and,
together with WP XII, WP XII-B, WP XII-D, WP XII-E and WP XII Partners, the “WP XII Funds”), (vii) Warburg Pincus China (Cayman), L.P., a
Cayman Islands limited partnership (“WPC Cayman”), and (viii) Warburg Pincus China Partners (Cayman), L.P., a Cayman Islands limited
partnership (“Warburg Pincus China Cayman Partners” and, together with WPC Cayman, the “WPC Cayman Funds”). Warburg Pincus XII, L.P., a
Delaware limited partnership (“WP XII GP”), is the general partner of the WP XII Funds. WP Global LLC, a Delaware limited liability company
(“WP Global”), is the general partner of WP XII GP. Warburg Pincus Partners II, L.P., a Delaware limited partnership (“WPP II”), is the managing
member of WP Global. Warburg Pincus Partners GP LLC, a Delaware limited liability company (“WPP GP”), is the general partner of WPP II.
Warburg Pincus & Co., a New York general partnership (“WP”), is the managing member of WPP GP. Warburg Pincus (Cayman) China GP, L.P.,
a Cayman Islands limited partnership (“WPC Cayman GP”), is the general partner of the WPC Cayman Funds. Warburg Pincus (Cayman) China
GP LLC, a Delaware limited liability company (“WPC Cayman GP LLC”), is the general partner of WPC Cayman GP. Warburg Pincus Partners II
(Cayman), L.P., a Cayman Islands exempted limited partnership (“WPP II Cayman”), is the managing member of WPC Cayman GP LLC.
Warburg Pincus (Bermuda) Private Equity GP Ltd., a Bermuda exempted company (“WP Bermuda”), is the general partner of WPP II Cayman.
Investment and voting decisions with respect the Class A ordinary shares held by the Warburg Pincus entities are made by a committee comprised
of three or more individuals and all members of such committee disclaim beneficial ownership of the shares held by the Warburg Pincus entities.
The address of the Warburg Pincus entities is 450 Lexington Avenue, New York, New York 10017, U.S.A.
Eagle Central is a limited liability company established in the British Virgin Islands that is controlled by Mr. Xiaojun Zhang. The registered
address of Eagle Central is the offices of Sertus Incorporations (BVI) Limited, Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town,
Tortola VG1110, British Virgin Islands.
(5)
(6) Represents 25,223,898 Class A ordinary shares represented by ADSs that are beneficially owned by Tencent Mobility Limited. Information
regarding beneficial ownership is based on the information contained in the Schedule 13G reported as of December 31, 2021 and filed by Tencent
Mobility Limited with SEC on February 10, 2022. Tencent Mobility Limited is a limited liability company established in Hong Kong. Tencent
Mobility Limited is wholly owned by Tencent Holdings Limited, a public company listed on the Hong Kong Stock Exchange. The registered
address of Tencent Mobility Limited is 29/F, Three Pacific Place, No.1 Queen’s Road East, Wanchai, Hong Kong.
178
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FORM 20-F
Donnelley Financial
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HK8814AM101164
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(7) Represents (i) 4,740,480 Class A ordinary shares held by Links Advance Holdings Limited and (ii) 23,635,636 Class A ordinary shares held by
DiDi Sunshine Investments L.P. Information regarding beneficial ownership is reported as of December 31, 2019, based on the information
contained in the Schedule 13G filed by Didi Chuxing with SEC on February 13, 2020. Links Advance Holdings Limited is controlled by Didi
Chuxing. DiDi Sunshine Investments L.P. is an exempted limited partnership organized in the Cayman Islands. Its general partner is a wholly-
owned subsidiary of Didi Chuxing. The general partner exercises the voting rights with respect to the shares held by the limited partnership. The
general partner disclaims beneficial ownership of our shares except to the extent of its pecuniary interest in the limited partnership. According to
the information contained in the Schedule 13G filed by Galactic Gain Limited with SEC on February 13, 2020, Galactic Gain Limited is a limited
partner of DiDi Sunshine Investments L.P. and indirectly holds the 23,635,636 Class A ordinary shares. Galactic Gain Limited is an exempted
company incorporated under the laws of the Cayman Islands, which is wholly owned by Boyu Capital Fund III, L.P. Boyu Capital Fund III, L.P. is
a limited partnership organized under the laws of the Cayman Islands, of which Boyu Capital General Partner III, L.P. is the general partner. Boyu
Capital General Partner III, L.P. is a limited partnership organized under the laws of the Cayman Islands, of which Boyu Capital General Partner
III, Ltd. is the general partner. Boyu Capital General Partner III, Ltd. is an exempted company incorporated under the laws of the Cayman Islands,
which is wholly owned by Boyu Capital Group Holdings Ltd. Boyu Capital Group Holdings Ltd. is an exempted company incorporated under the
laws of the Cayman Islands, of which XYXY Holdings Ltd. is the controlling shareholder. XYXY Holdings Ltd. is a company incorporated under
the laws of the British Virgin Islands, which is wholly owned by Xiaomeng Tong. The registered address of Galactic Gain Limited is at the office
of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
(8) Represents (i) 8,108,503 Class A ordinary shares that are beneficially owned by Magic Spark Inc., a limited liability company established in the
Cayman Islands, and (ii) 8,108,503 Class A ordinary shares that are beneficially owned by TK Autolink Inc., a limited liability company
established in the Cayman Islands. Information regarding beneficial ownership is reported as of December 31, 2019, based on the information
contained in the Schedule 13G filed by Taikang Offshore Entities with SEC on February 12, 2020. Magic Spark Inc. is wholly owned by Taikang
Life Insurance Co., Ltd., which in turn is wholly owned by Taikang Insurance Group Inc. TK Autolink Inc. is indirectly controlled by Shandong
State-controlled Taikang Phase I Industrial Development Fund Partnership Enterprise (Limited Partnership) (“Shandong Fund”). Beijing Taikang
Investment Co., Ltd. is one of the two general partners of Shandong Fund. Beijing Taikang Investment Co., Ltd. is indirectly controlled by
Taikang Insurance Group Inc. Each of Taikang Life Insurance Co., Ltd. and Taikang Insurance Group Inc. is an insurance company established in
the PRC. The registered address of Magic Spark Inc. is Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street,
P.O. Box 10240, Grand Cayman, KY1-1002, Cayman Islands. The registered address of TK Autolink Inc. is 4th Floor, Harbour Place, 103 South
Church Street, P.O. Box 10240, Grand Cayman, KY1 – 1002, Cayman Islands.
In May 2018, our co-founders Mr. Xiaojun Zhang and Mr. Jiayuan Lin entered into a voting agreement, which was amended and restated in June
2019. The amended and restated voting agreement provides that they shall reach a consensus before exercising their voting rights with respect to our
shares. As of March 31, 2022, the co-founders collectively exercised 88.1% of the aggregate voting power of our issued and outstanding share capital.
Furthermore, each of Eagle Central and Medway Brilliant is a limited partner with 50.0% of partnership interest in Huaiyuan L.P., a limited
partnership established in the British Virgin Island. SHOUYAN Holding Limited is the general partner of Huaiyuan L.P. SHOUYAN Holding Limited is
a limited liability company established in the British Virgin Islands that is wholly owned by Xu Shouyan. As of March 31, 2022, all of the 12,688,426
Class A ordinary shares held by Huaiyuan L.P. were converted to ADSs.
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
Please refer to “Item 6. Directors, Senior Management and Employees—E. Share Ownership.”
B.
Related Party Transactions
Contractual Arrangements with Our Consolidated VIE and Its Shareholders
PRC laws and regulations currently restrict foreign ownership and investment in VATS in China. As we plan to engage in VATS businesses,
including value-added online services for platform participants, in the future, we currently conduct our operations mainly through our consolidated VIE
and its subsidiaries. We effectively control the consolidated VIE through a series of contractual arrangements with the consolidated VIE, its shareholders
and Can Gu Long. We are the primary beneficiary of Shanghai Cango for accounting purposes and hence consolidate its financial results under U.S.
GAAP. As a result, we operate our relevant business through contractual arrangements among Can Gu Long, our wholly-owned PRC subsidiary,
Shanghai Cango, our consolidated VIE, and its shareholders. For a description of these contractual arrangements, see “Item 4. Information on the
Company—C. Organizational Structure—Contractual Arrangements among Can Gu Long, Shanghai Cango and Its Shareholders.”
179
CANGO INC.
FORM 20-F
Share Incentive Plan
Donnelley Financial
None
HK8814AM101164
22.3.29.0
RHK lamze0hk
HKG
26-Apr-2022 00:47 EST
ˆ2001CSqkb@ciiwseÀŠ
9*
0C
2001CSqkb@ciiwse
56257 TX 180
XHT
ESS
Page 1 of 1
See “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plan.”
Special Option Grants
See “Item 6. Directors, Senior Management and Employees—B. Compensation—Special Option Grants.”
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 and Administrative Proceedings
We are currently not a party to any material legal or administrative proceedings. We may from time to time be subject to various legal or
administrative claims and proceedings arising from the ordinary course of business. Litigation or any other legal or administrative proceeding,
regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management’s time and attention.
Dividend Policy
On April 22, 2022, our board of directors approved and declared a special cash dividend of US$0.5 per ordinary share (or US$1 per American
depositary share) on our outstanding ordinary shares, to be paid on June 15, 2022 (Eastern Time) to shareholders of record as of the close of trading on
May 25, 2022 (Eastern Time), in an aggregated amount of approximately US$138 million.
On March 11, 2021, our board of directors approved a special cash dividend of US$0.50 per ordinary share (or US$1.00 per American depositary
share) based on our outstanding ordinary shares. This special cash dividend aggregated approximately US$151.4 million, of which US$147.3 million
was paid on April 8, 2021 (Eastern Time) to shareholders of record as of the close of trading on March 22, 2021 (Eastern Time).
On April 22, 2020, our board of directors approved a special dividend of US$0.125 per ordinary share (or US$0.25 per American depository
share) based on our outstanding ordinary shares. This special cash dividend aggregated approximately US$37.9 million, of which US$37.8 million was
paid on May 18, 2020 (Eastern Time) to shareholders of record as of the close of trading on May 4, 2020 (Eastern Time).
On April 22, 2019, our board of directors approved a special cash dividend of US$0.125 per ordinary share (or US$0.25 per American depository
share) based on our outstanding ordinary shares. This special cash dividend aggregated approximately US$37.9 million, of which US$37.8 million was
paid on May 28, 2019 (Eastern Time) to shareholders of record as of the close of trading on May 10, 2019 (Eastern Time).
180
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN17
22.3.29.0
RHK pf_rend
HKG
20-Apr-2022 03:27 EST
ˆ2001CSqkb!hx7n3eKŠ
4*
0C
2001CSqkb!hx7n3eK
56257 TX 181
XHT
ESS
Page 1 of 1
Any other future determination to pay dividends will be made at the discretion of our board of directors and may be based on a number of factors,
including the Group’s future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other
factors that the board of directors may deem relevant. When we pay any dividends, we will pay our ADS holders to the same extent as holders of our
Class A 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—American Depositary Shares.” Cash dividends on our Class A ordinary shares, if any, will be paid in U.S.
dollars.
We are an exempted company incorporated in the Cayman Islands. In order for us to distribute any dividends to our shareholders and ADS
holders, we may rely on dividends distributed by our PRC subsidiary. Certain payments from our PRC subsidiary to us may be subject to PRC
withholding income tax. In addition, regulations in the PRC currently permit payment of dividends of a PRC company only out of accumulated
distributable after-tax profits as determined in accordance with its articles of association and the accounting standards and regulations in China. Our
PRC subsidiary is required to set aside at least 10% of its after-tax profit based on PRC accounting standards every year to a statutory common reserve
fund until the aggregate amount of such reserve fund reaches 50% of the registered capital of such subsidiary. Such statutory reserves are not
distributable as loans, advances or cash dividends.
B.
Significant Changes
We have not experienced any other significant changes since the date of the Group’s audited consolidated financial statements included in this
annual report.
ITEM 9.
THE OFFER AND LISTING
A. Offering and Listing Details
Our ADSs, each representing two of our Class A ordinary shares, have been listed on the New York Stock Exchange since July 26, 2018 under the
symbol “CANG.” See Exhibit 2.4 to this Form 20-F for a description of our ADSs.
B.
Plan of Distribution
Not Applicable.
C. Markets
Our ADSs, each representing two of our Class A ordinary shares, have been listed on the New York Stock Exchange since July 26, 2018 under the
symbol “CANG.”
D.
Selling Shareholders
Not Applicable.
E.
Dilution
Not Applicable.
181
20-Apr-2022 03:27 EST
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Page 1 of 1
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN14
22.3.29.0
RHK pf_rend
HKG
F.
Expenses of the Issue
Not Applicable.
ITEM 10.
ADDITIONAL INFORMATION
A.
Share Capital
Not Applicable.
B. Memorandum and Articles of Association
We incorporate by reference into this annual report the description of our third amended and restated memorandum of association contained in our
F-1 registration statement (File No. 333-225813), as amended, initially filed with the Securities and Exchange Commission on June 22, 2018. Our
shareholders adopted our third amended and restated memorandum and articles of association by unanimous resolutions passed on June 22, 2018, and
effective immediately prior to the completion of our initial public offering of common shares represented by our ADSs.
C. Material Contracts
We have not entered into any material contracts other than in the ordinary course of business and other than those described in “Item 4.
Information on the Company” or elsewhere in this annual report.
D.
Exchange Controls
See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulation Related to Foreign Exchange.”
E.
Taxation
The following is a general summary of certain Cayman Islands, People’s Republic of China and United States federal income tax consequences
relevant to an investment in our ADSs and Class A ordinary shares. The discussion is not intended to be, nor should it be construed as, legal or tax
advice to any particular prospective purchaser. The discussion is based on laws and relevant interpretations thereof in effect as of the date of this annual
report, all of which are subject to change or different interpretations, possibly with retroactive effect. The discussion does not address U.S. state or local
tax laws, or tax laws of jurisdictions other than the Cayman Islands, the People’s Republic of China and the United States. You should consult your own
tax advisors with respect to the consequences of acquisition, ownership and disposition of our ADSs and Class A ordinary shares.
182
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-DPF-634
22.3.29.0
RHK arumk0dc
HKG
Cayman Islands Taxation
22-Apr-2022 04:42 EST
ˆ2001CSqkb!$NcPq40Š
4*
0C
2001CSqkb!$NcPq40
56257 TX 183
XHT
ESS
Page 1 of 1
The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is no
taxation in the nature of inheritance tax or estate duty or withholding tax applicable to us or to any holder of our ADSs and Class A ordinary shares.
There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties which may be applicable on
instruments executed in, or after execution brought within the jurisdiction of, the Cayman Islands. No stamp duty is payable in the Cayman Islands on
transfers of shares of Cayman Islands companies except those which hold interests in land in the Cayman Islands. The Cayman Islands is a party to a
double tax treaty entered with the United Kingdom in 2010 but is otherwise not party to any double tax treaties. There are no exchange control
regulations or currency restrictions in the Cayman Islands.
People’s Republic of China Taxation
In March 2007, the National People’s Congress of China enacted the Enterprise Income Tax Law, which became effective on January 1, 2008 and
was most recently amended on December 29, 2018. The Enterprise Income Tax Law provides that enterprises organized under the laws of jurisdictions
outside China with their “de facto management bodies” located within China may be considered PRC resident enterprises and therefore subject to PRC
enterprise income tax at the rate of 25% on their worldwide income. The Implementing Rules of the Enterprise Income Tax Law further define the term
“de facto management body” as the management body that exercises substantial and overall management and control over the business, personnel,
accounts and properties of an enterprise. While we do not consider our company or any of our overseas subsidiaries to be a PRC resident enterprise,
there is a risk that the PRC tax authorities may deem our company or any of our overseas subsidiaries as a PRC resident enterprise since a substantial
majority of the members of our management team as well as the management team of some of our overseas subsidiaries are located in China, in which
case we or the overseas subsidiaries, as the case may be, would be subject to the PRC enterprise income tax at the rate of 25% on worldwide income. If
the PRC tax authorities determine that our Cayman Islands holding company is a “resident enterprise” for PRC enterprise income tax purposes, a 10%
withholding tax would be imposed on dividends we pay to our non-PRC enterprise shareholders and a 10% tax would be imposed with respect to gains
derived by our non-PRC enterprise shareholders from transferring our shares or ADSs. Furthermore, dividends paid to individual investors who are
non-PRC residents and any gain realized on the transfer of ADSs or Class A ordinary shares by such investors may be subject to PRC tax at a rate of
20% (which in the case of dividends may be withheld at source). Any PRC tax liability may be reduced by an applicable tax treaty. However, it is
unclear whether, if we are considered a PRC resident enterprise, holders of our shares or ADSs would be able to claim the benefit of income tax treaties
or agreements entered into between China and other countries or areas.
Certain United States Federal Income Tax Considerations
The following discussion describes certain United States federal income tax consequences of the ownership and disposition of our ADSs and
Class A ordinary shares. This discussion deals only with ADSs and Class A ordinary shares that are held as capital assets by a United States Holder (as
defined below).
183
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-LPF-453
22.3.29.0
RHK muruv0tv
HKG
22-Apr-2022 08:09 EST
ˆ2001CSqkb!%!ydhetŠ
5*
0C
2001CSqkb!%!ydhet
56257 TX 184
XHT
ESS
Page 1 of 1
As used herein, the term “United States Holder” means a beneficial owner of our ADSs or Class A ordinary shares that is, for United States federal
income tax purposes, any of the following:
•
•
•
•
an individual who is a citizen or resident of the United States;
a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the
laws of the United States, any state thereof or the District of Columbia;
an estate the income of which is subject to United States federal income taxation regardless of its source; or
a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the
authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury
regulations to be treated as a United States person.
This discussion is based upon provisions of the Internal Revenue Code of 1986, as amended, or the Code, and regulations, rulings and judicial
decisions thereunder as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income tax
consequences different from those summarized below. In addition, this discussion is based, in part, upon representations made by the depositary to us
and assumes that the deposit agreement, and all other related agreements, will be performed in accordance with their terms.
This discussion does not represent a detailed description of the United States federal income tax consequences applicable to you if you are subject
to special treatment under the United States federal income tax laws, including if you are:
•
•
•
•
•
•
•
•
a dealer in securities or currencies;
a financial institution;
a regulated investment company;
a real estate investment trust;
an insurance company;
a tax-exempt organization;
a person holding our ADSs or Class A ordinary shares as part of a hedging, integrated or conversion transaction, a constructive sale or a
straddle;
a trader in securities that has elected the mark-to-market method of accounting for your securities;
184
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-DPF-634
22.3.29.0
RHK arumk0dc
HKG
22-Apr-2022 04:50 EST
ˆ2001CSqkb!$RXyGe?Š
7*
0C
2001CSqkb!$RXyGe?
56257 TX 185
XHT
ESS
Page 1 of 1
•
•
•
•
•
a person liable for alternative minimum tax;
a person who owns or is deemed to own 10% or more of our stock by vote or value;
a person 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;
a partnership or other pass-through entity for United States federal income tax purposes; or
a person whose “functional currency” is not the U.S. dollar.
If a partnership (or other entity or arrangement treated as a partnership for United States federal income tax purposes) holds our ADSs or Class A
ordinary shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a
partner of a partnership holding our ADSs or Class A ordinary shares, you should consult your tax advisors.
This discussion does not contain a detailed description of all the United States federal income tax consequences to you in light of your particular
circumstances and does not address the Medicare tax on net investment income, United States federal estate and gift taxes or the effects of any state,
local or non-United States tax laws. If you are considering the purchase of our ADSs or Class A ordinary shares, you should consult your own tax
advisors concerning the particular United States federal income tax consequences to you of the ownership and disposition of our ADSs or
Class A ordinary shares, as well as the consequences to you arising under other United States federal tax laws and the laws of any other taxing
jurisdiction.
ADSs
If you hold ADSs, for United States federal income tax purposes, you generally will be treated as the owner of the underlying Class A ordinary
shares that are represented by such ADSs. Accordingly, deposits or withdrawals of Class A ordinary shares for ADSs will not be subject to United States
federal income tax.
Taxation of Dividends
Subject to the discussion under “—Passive Foreign Investment Company” below, the gross amount of distributions on the ADSs or Class A
ordinary shares (including any amounts withheld to reflect PRC withholding taxes, as discussed above under “Item 10. Additional Information—E.
Taxation—People’s Republic of China Taxation”) will be taxable as dividends to the extent paid out of our current or accumulated earnings and profits,
as determined under United States federal income tax principles. To the extent that the amount of any distribution exceeds our current and accumulated
earnings and profits for a taxable year, the distribution will first be treated as a tax-free return of capital, causing a reduction in the tax basis of the ADSs
or Class A ordinary shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain recognized on
a sale or exchange. We do not, however, expect to determine earnings and profits in accordance with United States federal income tax principles.
Therefore, you should expect that a distribution will generally be reported as a dividend.
185
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-DPF-634
22.3.29.0
RHK arumk0dc
HKG
22-Apr-2022 05:01 EST
ˆ2001CSqkb!$SzDWevŠ
4*
0C
2001CSqkb!$SzDWev
56257 TX 186
XHT
ESS
Page 1 of 1
Any dividends that you receive (including any withheld taxes) will be includable in your gross income as ordinary income on the day actually or
constructively received by you, in the case of Class A ordinary shares, or by the depositary, in the case of ADSs. Such dividends will not be eligible for
the dividends received deduction allowed to corporations under the Code.
Subject to applicable limitations (including a minimum holding period requirement), dividends received by non-corporate United States Holders
from a qualified foreign corporation may be treated as “qualified dividend income” that is subject to reduced rates of taxation. A foreign corporation is
treated as a qualified foreign corporation with respect to dividends paid by that corporation on shares (or ADSs backed by such shares) that are readily
tradable on an established securities market in the United States. United States Treasury Department guidance indicates that our ADSs (which are listed
on the NYSE) are readily tradable on an established securities market in the United States. Since our Class A ordinary shares are not listed on an
established securities market in the United States, we believe that dividends that we pay on our Class A ordinary shares that are not represented by ADSs
will not meet the conditions required for these reduced tax rates. There also can be no assurance that our ADSs will be considered readily tradable on an
established securities market in the United States in later years. A qualified foreign corporation also includes a foreign corporation that is eligible for the
benefits of certain income tax treaties with the United States. In the event that we are deemed to be a PRC resident enterprise for PRC tax purposes, we
may be eligible for the benefits of the income tax treaty between the United States and PRC, or the Treaty, and if we are eligible for such benefits,
dividends we pay on our Class A ordinary shares, regardless of whether such shares are represented by ADSs, would be potentially eligible for reduced
rates of taxation. See “Item 10. Additional Information—E. Taxation—People’s Republic of China Taxation.” You should consult your own tax advisors
regarding the application of these rules given your particular circumstances.
In addition, notwithstanding the foregoing, non-corporate United States Holders will not be eligible for reduced rates of taxation on any dividends
received from us if we are a passive foreign investment company, or a PFIC, in the taxable year in which such dividends are paid or in the preceding
taxable year. As discussed below under “— Passive Foreign Investment Company,” we believe that there is a significant risk that we were a PFIC for
2021, and that we may be classified as a PFIC in future taxable years. Therefore, if you are a non-corporate United States Holder, you should not assume
that any dividends will be taxed at a reduced rate. You should consult your own tax advisors regarding the application of these rules given your
particular circumstances.
186
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-DPF-634
22.3.29.0
RHK arumk0dc
HKG
22-Apr-2022 05:06 EST
ˆ2001CSqkb!$W76Ye8Š
4*
0C
2001CSqkb!$W76Ye8
56257 TX 187
XHT
ESS
Page 1 of 1
Subject to certain conditions and limitations (including a minimum holding period requirement), any PRC withholding taxes on dividends may be
treated as foreign taxes eligible for credit against your United States federal income tax liability. For purposes of calculating the foreign tax credit,
dividends paid on the ADSs or Class A ordinary shares will be treated as income from sources outside the United States and will generally constitute
passive category income. The rules governing the foreign tax credit are complex. You are urged to consult your tax advisors regarding the availability of
the foreign tax credit under your particular circumstances. Instead of claiming a foreign tax credit, you may, at your election, deduct any otherwise
creditable PRC withholding taxes in computing your taxable income, but only for a taxable year in which you elect to do so with respect to all foreign
income taxes and subject to generally applicable limitations under United States law.
Distributions of ADSs, Class A ordinary shares or rights to subscribe for ADSs or Class A ordinary shares that are received as part of a pro rata
distribution to all of our shareholders generally will not be subject to United States federal income tax.
Passive Foreign Investment Company
In general, we will be a PFIC for any taxable year in which:
•
•
at least 75% of our gross income is passive income, or
at least 50% of the value (generally determined based on a quarterly average) of our assets is attributable to assets that produce or are held
for the production of passive income.
For this purpose, passive income generally includes dividends, interest, income equivalent to interest, royalties and rents (other than royalties and
rents derived in the active conduct of a trade or business and not derived from a related person). Cash is generally treated as an asset that produces or is
held for the production of passive income. If we own at least 25% (by value) of the stock of another corporation, for purposes of determining whether
we are a PFIC, we will be treated as owning our proportionate share of the other corporation’s assets and receiving our proportionate share of the other
corporation’s income. However, there is uncertainty as to the treatment of our corporate structure and ownership of our consolidated VIE for United
States federal income tax purposes. For United States federal income tax purposes, we consider ourselves to own the equity of our consolidated VIE. If
it is determined, contrary to our view, that we do not own the equity of our consolidated VIE for United States federal income tax purposes (for instance,
because the relevant PRC authorities do not respect these arrangements), we are more likely be treated as a PFIC.
There are uncertainties in the application of the PFIC rules to a company with our particular business operations. However, based on the past and
projected composition and classification of our income and assets, we believe that there is a significant risk that we were a PFIC for United States
federal income tax purposes for 2021, and that we may be classified as a PFIC in future taxable years.
The determination of whether we are a PFIC is made annually. Accordingly, our PFIC status may change due to changes in our asset or income
composition. In addition, the calculation of the value of our assets will be based, in part, on the quarterly market value of our ADSs, which is subject to
change. Therefore, a decrease in the price of our ADSs may also result in our becoming a PFIC. If we are a PFIC for any taxable year during which you
hold our ADSs or Class A ordinary shares, you will be subject to special tax rules discussed below.
187
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-DPF-634
22.3.29.0
RHK arumk0dc
HKG
22-Apr-2022 05:10 EST
ˆ2001CSqkb!$WkDde?Š
4*
0C
2001CSqkb!$WkDde?
56257 TX 188
XHT
ESS
Page 1 of 1
If we are a PFIC for any taxable year during which you hold our ADSs or Class A ordinary shares and you do not make a timely mark-to-market
election, as described below, you will be subject to special tax rules with respect to any “excess distribution” received and any gain realized from a sale
or other disposition, including a pledge, of ADSs or Class A ordinary shares. Distributions received in a taxable year will be treated as excess
distributions to the extent that they are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable
years or your holding period for the ADSs or Class A ordinary shares. Under these special tax rules:
•
•
•
the excess distribution or gain will be allocated ratably over your holding period for the ADSs or Class A ordinary shares,
the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, will be
treated as ordinary income, and
the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year for individuals or corporations, as
applicable, and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each
such year.
Although the determination of whether we are a PFIC is made annually, if we are a PFIC for any taxable year in which you hold our ADSs or
Class A ordinary shares, you will generally be subject to the special tax rules described above for that year and for each subsequent year in which you
hold the ADSs or Class A ordinary shares (even if we do not qualify as a PFIC in such subsequent years). However, if we cease to be a PFIC, you can
avoid the continuing impact of the PFIC rules by making a special election to recognize gain as if your ADSs or Class A ordinary shares had been sold
on the last day of the last taxable year during which we were a PFIC. You are urged to consult your own tax advisor about this election.
In lieu of being subject to the special tax rules discussed above, you may make a mark-to-market election with respect to your ADSs or Class A
ordinary shares, provided such ADSs or Class A ordinary shares are treated as “marketable stock.” The ADSs or Class A ordinary shares generally will
be treated as marketable stock if the ADSs or Class A ordinary shares are regularly traded on a “qualified exchange or other market” (within the meaning
of the applicable Treasury regulations). Under current law, the mark-to-market election may be available to holders of ADSs because the ADSs are listed
on the NYSE which constitutes a qualified exchange, although there can be no assurance that the ADSs will be “regularly traded” for purposes of the
mark-to-market election. However, only the ADSs and not the Class A ordinary shares are listed on the NYSE. Consequently, if you are a holder of
Class A ordinary shares that are not represented by ADSs, you generally will not be eligible to make a mark-to-market election.
If you make an effective mark-to-market election, for each taxable year that we are a PFIC you will include as ordinary income the excess of the
fair market value of your ADSs at the end of the year over your adjusted tax basis in the ADSs. You will be entitled to deduct as an ordinary loss in each
such year the excess of your adjusted tax basis in the ADSs over their fair market value at the end of the year, but only to the extent of the net amount
previously included in income as a result of the mark-to-market election. Your adjusted tax basis in the ADSs will be increased by the amount of any
income inclusion and decreased by the amount of any deductions under the mark-to-market rules. In addition, upon the sale or other disposition of your
ADSs in a year that we are a PFIC, (i) any gain will be treated as ordinary income and (ii) any loss will be treated as ordinary loss, but only to the extent
of the net amount previously included in income as a result of the mark-to-market election.
188
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-DPF-634
22.3.29.0
RHK arumk0dc
HKG
22-Apr-2022 05:14 EST
ˆ2001CSqkb!$Y8Vv4YŠ
4*
0C
2001CSqkb!$Y8Vv4Y
56257 TX 189
XHT
ESS
Page 1 of 1
If you make a mark-to-market election, it will be effective for the taxable year for which the election is made and all subsequent taxable years
unless the ADSs are no longer regularly traded on a qualified exchange or other market, or the Internal Revenue Service consents to the revocation of
the election. You are urged to consult your tax advisor about the availability of the mark-to-market election, and whether making the election would be
advisable in your particular circumstances.
Alternatively, U.S. taxpayers can sometimes avoid the special tax rules described above by electing to treat a PFIC as a “qualified electing fund”
under Section 1295 of the Code. However, this option would only be available to you if we comply with the requirements necessary to permit you to
make this election (and no assurances can be given in this regard).
If we are a PFIC for any taxable year during which you hold our ADSs or Class A ordinary shares and any of our non-United States subsidiaries is
also a PFIC, you will be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of the
PFIC rules. You will not be able to make the mark-to-market election described above in respect of any lower-tier PFIC. You are urged to consult your
tax advisors about the application of the PFIC rules to any of our subsidiaries.
You will generally be required to file Internal Revenue Service Form 8621 if you hold our ADSs or Class A ordinary shares in any year in which
we are a PFIC. You are urged to consult your tax advisors concerning the United States federal income tax consequences of holding ADSs or Class A
ordinary shares if we are a PFIC in any taxable year.
Taxation of Capital Gains
For United States federal income tax purposes, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of the
ADSs or Class A ordinary shares in an amount equal to the difference between the amount realized for the ADSs or Class A ordinary shares and your tax
basis in the ADSs or Class A ordinary shares, both determined in U.S. dollars. Subject to the discussion under “—Passive Foreign Investment Company”
above, such gain or loss will generally be capital gain or loss and will generally be long-term capital gain or loss if you have held the ADSs or Class A
ordinary shares for more than one year. Long-term capital gains of non-corporate United States Holders (including individuals) are eligible for reduced
rates of taxation. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by you will generally be treated as United
States source gain or loss. However, if we are treated as a PRC resident enterprise for PRC tax purposes and PRC tax were imposed on any gain, and if
you are eligible for the benefits of the Treaty, you may elect to treat such gain as PRC source gain under the Treaty. If you are not eligible for the
benefits of the Treaty or if you fail to make the election to treat any gain as PRC source, then you generally would not be able to use a foreign tax credit
for any PRC tax imposed on the disposition of ADSs or Class A ordinary shares unless such credit can be applied (subject to applicable limitations)
against tax due on other income derived from foreign sources. However, pursuant to recently issued United States Treasury regulations that apply to
taxes paid or accrued in taxable years beginning on or after December 28, 2021, if you do not claim the benefits of the Treaty, any such PRC tax would
generally not be a foreign income tax eligible for a foreign tax credit (regardless of any other income that you may have that is derived from foreign
sources). You are urged to consult your tax advisors regarding the tax consequences if any PRC tax is imposed on a disposition of our ADSs or Class A
ordinary shares, including the availability of the foreign tax credit under your particular circumstances.
189
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-DPF-634
22.3.29.0
RHK arumk0dc
HKG
Information Reporting and Backup Withholding
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In general, information reporting will apply to dividends in respect of our ADSs or Class A ordinary shares and the proceeds from the sale,
exchange or other disposition of our ADSs or Class A ordinary shares that are paid to you within the United States (and in certain cases, outside the
United States), unless you are an exempt recipient. A backup withholding tax may apply to such payments if you fail to provide a taxpayer identification
number or certification of exempt status or fail to report in full dividend and interest income.
Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules will be allowed as a refund or a credit
against your United States federal income tax liability, provided the required information is timely furnished to the Internal Revenue Service.
F.
Dividends and Paying Agents
Not Applicable.
G.
Statement by Experts
Not Applicable.
H. Documents on Display
We have filed this annual report on Form 20-F, including exhibits, with the SEC. As allowed by the SEC, in Item 19 of this annual report, we
incorporate by reference certain information we filed with the SEC. This means that we can disclose important information to you by referring you to
another document filed separately with the SEC. The information incorporated by reference is considered to be part of this annual report.
You may read and copy this annual report, including the exhibits incorporated by reference in this annual report, at the SEC’s Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549 and at the SEC’s regional offices in New York, New York and Chicago, Illinois. You also can
request copies of this annual report, including the exhibits incorporated by reference in this annual report, upon payment of a duplicating fee, by writing
information on the operation of the SEC’s Public Reference Room.
The SEC also maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding registrants that file
electronically with the SEC. Our annual report and some of the other information submitted by us to the SEC may be accessed through this website.
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.
Our financial statements have been prepared in accordance with U.S. GAAP.
190
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-DPF-634
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We will furnish our shareholders with annual reports, which will include a review of operations and annual audited consolidated financial
statements prepared in conformity with U.S. GAAP.
I.
Subsidiary Information
Not applicable.
ITEM 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Exchange Risk
All of thee Group’s revenues and substantially all of its expenses are denominated in Renminbi. The functional currency of our company and
Cango Group Limited is the U.S. dollar. The functional currency of our subsidiary in the PRC, the VIE and the VIE’s subsidiaries is the Renminbi. We
use Renminbi as our reporting currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into
the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the
year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses
are recognized in the statements of operations. Due to foreign currency translation adjustments, the Group had foreign exchange gain of RMB5.1 million
in 2019, foreign exchange loss of RMB8.8 million in 2020, and foreign exchange gain of RMB1.4 million (US$0.2 million) in 2021.
Historically we have used, and in the future we may use, certain derivative financial instruments to hedge our exposure to foreign exchange risk.
Specifically, we have entered into various foreign currency forward contracts that allow us to sell U.S. dollars at a pre-determined exchange rate on the
maturity date. We did not have any such foreign currency forward contracts outstanding as of December 31, 2019, 2020 and 2021.
The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the PBOC. Since June 2010, the Renminbi has
fluctuated against the U.S. dollar, at times significantly and unpredictably. 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, Renminbi 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 Renminbi 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 Renminbi appreciated
approximately 7% against the U.S. dollar during this one-year period. Starting from the beginning of 2019, the Renminbi has depreciated significantly
against the U.S. dollar again. In early August 2019, the PBOC set the Renminbi’s daily reference rate at RMB7.0039 to US$1.00, the first time that the
exchange rate of Renminbi to U.S. dollar exceeded 7.0 since 2008. With the development of the foreign exchange market and progress towards interest
rate liberalization and Renminbi internationalization, the PRC government may in the future announces further changes to the exchange rate system, and
we cannot assure you that the Renminbi 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 Renminbi and the U.S. dollar in the future.
191
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN14
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To the extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would
have an adverse effect on the Renminbi amount we receive from the conversion. Conversely, if we decide to convert Renminbi into U.S. dollars for the
purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the
Renminbi would have a negative effect on the U.S. dollar amounts available to us.
Interest Rate Risk
We have not been exposed to material risks due to changes in market interest rates, and we have not used any derivative financial instruments to
manage our interest risk exposure. However, we cannot provide assurance that we will not be exposed to material risks due to changes in market interest
rate in the future.
We may invest the net proceeds we receive from the offering in interest-earning instruments. Investments in both fixed rate and floating rate
interest earning instruments carry a degree of interest rate risk. Fixed rate securities may have their fair market value adversely impacted due to a rise in
interest rates, while floating rate securities may produce less income than expected if interest rates fall.
Inflation
Since inception, inflation in China has not materially affected our results of operations. According to the National Bureau of Statistics of China,
the year-over-year percent changes in the consumer price index for 2019, 2020 and 2021 were increases of 2.9%, 2.5% and 0.9% respectively. Although
we have not been materially affected by inflation in the past, we may be affected if China experiences higher rates of inflation in the future.
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
192
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101155
22.3.29.0
RHK chaum0hk
HKG
D. American Depositary Shares
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Citibank, N.A. acts as the depositary bank for the American Depositary Shares. Citibank’s depositary offices are located at 388 Greenwich Street,
New York, New York 10013. The depositary bank typically appoints a custodian to safekeep the securities on deposit. In this case, the custodian is
Citibank, N.A.—Hong Kong, located at 9/F., Citi Tower, One Bay East, 83 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong.
Our ADSs, each representing two of our Class A ordinary shares, have been listed on the New York Stock Exchange since July 26, 2018 under the
symbol “CANG.” See Exhibit no. 2.4 to this Form 20-F for a description of the rights of holders of the ADRs.
Depositary Fees and Charges
Under the terms of the deposit agreement for our ADSs, an ADS holder will be required to pay the following service fees to the depositary 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 ADSs):
Service
• Issuance of ADSs (e.g., an issuance of ADS upon a deposit of Class A ordinary shares, upon a change
in the ADS(s)-to Class A ordinary share(s) ratio, or for any other reason), excluding ADS issuances as
a result of distributions of Class A ordinary shares)
Up to U.S. 5¢ per ADS issued
Fees
• Cancelation of ADSs (e.g., a cancelation of ADSs for delivery of deposited property, upon a change in
Up to U.S. 5¢ per ADS canceled
the ADS(s)-to Class A ordinary share(s) ratio, or for any other reason)
• Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other
Up to U.S. 5¢ per ADS held
entitlements)
• Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise
Up to U.S. 5¢ per ADS held
of rights to purchase additional ADSs
• Distribution of securities other than ADSs or rights to purchase additional ADSs (e.g., upon a
Up to U.S. 5¢ per ADS held
spin-off)
• ADS Services
Up to U.S. 5¢ per ADS held on the
applicable record date(s) established by the
depositary bank
193
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN14
22.3.29.0
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HKG
As an ADS holder you will also be responsible to pay certain charges such as:
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•
•
•
•
•
•
taxes (including applicable interest and penalties) and other governmental charges;
the registration fees as may from time to time be in effect for the registration of Class A ordinary shares on the share register and applicable
to transfers of Class A ordinary shares to or from the name of the custodian, the depositary bank or any nominees upon the making of
deposits and withdrawals, respectively;
certain cable, telex and facsimile transmission and delivery expenses;
the expenses and charges incurred by the depositary bank in the conversion of foreign currency;
the fees and expenses incurred by the depositary bank in connection with compliance with exchange control regulations and other
regulatory requirements applicable to Class A ordinary shares, ADSs and ADRs; and
the fees and expenses incurred by the depositary bank, the custodian, or any nominee in connection with the servicing or delivery of
deposited property.
ADS fees and charges for (i) the issuance of ADSs, and (ii) the cancelation of ADSs are charged to the person for whom the ADSs are issued (in
the case of ADS issuances) and to the person for whom ADSs are canceled (in the case of ADS cancelations). In the case of ADSs issued by the
depositary bank into DTC, the ADS issuance and cancelation fees and charges may be deducted from distributions made through DTC, and may be
charged to the DTC participant(s) receiving the ADSs being issued or the DTC participant(s) holding the ADSs being canceled, as the case may be, on
behalf of the beneficial owner(s) and will be charged by the DTC participant(s) to the account of the applicable beneficial owner(s) in accordance with
the procedures and practices of the DTC participants as in effect at the time. ADS fees and charges in respect of distributions and the ADS service fee
are charged to the holders as of the applicable ADS record date. In the case of distributions of cash, the amount of the applicable ADS fees and charges
is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, holders as of the ADS record
date will be invoiced for the amount of the ADS fees and charges and such ADS fees and charges may be deducted from distributions made to holders of
ADSs. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from
distributions made through DTC, and may be charged to the DTC participants in accordance with the procedures and practices prescribed by DTC and
the DTC participants in turn charge the amount of such ADS fees and charges to the beneficial owners for whom they hold ADSs.
In the event of refusal to pay the depositary bank 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 bank fees from any distribution to be made to the ADS holder. Certain
depositary fees and charges (such as the ADS services fee) may become payable shortly after the closing of the ADS offering. Note that the fees and
charges you may be required to pay may vary over time and may be changed by us and by the depositary bank. You will receive prior notice of such
changes. The depositary bank may reimburse us for certain expenses incurred by us in respect of the ADR program, by making available a portion of the
ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as we and the depositary bank agree from time to time.
194
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101149
22.3.29.0
RHK ngoch0hk
HKG
Payments by Depositary
26-Apr-2022 04:49 EST
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As of December 31, 2021, we had cumulatively received US$1.4 million of payment from Citibank, N.A., the depositary bank for our ADR
program.
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 No. 333-225813) in relation to
our initial public offering, which was declared effective by the SEC on July 25, 2018. In the second quarter of 2018, we completed our initial public
offering in which we issued and sold an aggregate of 4,300,000 ADSs, representing 8,600,000 Class A ordinary shares, resulting in net proceeds to us of
approximately US$39.7 million.
As of December 31, 2021, we had used approximately US$14.0 million of the net proceeds received from our initial public offering to satisfy
working capital needs.
ITEM 15.
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed
under the Exchange Act is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our
management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. As
of the end of the period covered by this annual report, an evaluation has been carried out under the supervision and with the participation of our
management, including our chief executive officer and our chief financial officer, of the effectiveness of the design and operation of our disclosure
controls and procedures, as such term is defined under Rules 13a-15e and 15d-15(e) promulgated under the Exchange Act. Based on that evaluation, our
chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are effective in ensuring that material
information required to be disclosed in this annual report is recorded, processed, summarized and reported to them for assessment, and required
disclosure is made within the time period specified in the rules and forms of the Commission.
195
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN14
22.3.29.0
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Management’s Annual Report on Internal Control over Financial Reporting.
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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. As required by Rule 13a-15(c) of the Exchange Act, our management conducted an evaluation of our company’s
internal control over financial reporting as of December 31, 2021 based on the framework in Internal Control — Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal
control over financial reporting was effective as of December 31, 2021.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness of our internal control over financial reporting to future periods are 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. This annual report does not include
an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting because we qualify as “an
emerging growth company” pursuant to the JOBS Act and therefore is exempt from the requirement of an attestation report.
Changes in Internal Control over Financial Reporting
Other than as described above, there were no changes in our internal controls over financial reporting that occurred during the period covered by
this annual report on Form 20-F that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 16.
[RESERVED]
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined Chi Ming Lee, who is an independent director, qualifies as an audit committee financial expert as defined in
Item 16A of the instruction to Form 20-F.
ITEM 16B. CODE OF ETHICS
Our board of directors has adopted a code of ethics that applies to our directors, officers and employees. We have filed our code of business
conduct and ethics as an exhibit to our registration statement on Form F-1 (File No. 333-225813), as amended, initially filed with the SEC on June 22,
2018. We hereby undertake to provide to any person without charge, a copy of our code of business conduct and ethics within ten working days after we
receive such person’s written request.
196
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN14
22.3.29.0
RHK pf_rend
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ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
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The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by
Ernst & Young Hua Ming LLP, our independent public accountant for the periods indicated. We did not pay any other fees to our auditors during the
periods indicated below.
Audit Fees(1)
Tax Fees
All Other Fees
Total
For the
Year Ended December 31,
2020
2021
(In thousands of US dollars)
1,085
—
—
1,085
1,310
—
—
1,310
(1) Audit fees include the aggregate fees billed in each of the fiscal period listed for professional services rendered by our independent public
accountant for the audit of annual financial statements, review of quarterly financial statements and services related to our initial public offering.
The policy of our audit committee or our board of directors is to pre-approve all audit and non-audit services provided by our independent public
accountant, including audit services, audit-related services and other services as described above.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
None.
ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
The following table sets forth information about our purchases of outstanding ADSs from March 1, 2021 to March 31, 2022:
Period
March 1, 2021 through March 31, 2021
April 1, 2021 through April 30, 2021
August 1, 2021 through August 31, 2021
September 1, 2021 through September 30, 2021
October 1, 2021 through October 31, 2021
November 1, 2021 through November 30, 2021
December 1, 2021 through December 31, 2021
January 1, 2022 through January 31, 2022
February 1, 2022 through February 28, 2022
March 1, 2022 through March 31, 2022
Total
Total Number of
ADSs Purchased(1)
4,189,888
1,207,319
340,840
1,634,308
1,042,685
738,469
1,347,419
539,824
57,351
430,904
11,529,007
Average Price
Paid per ADS(2)
9.14
$
8.33
$
4.27
$
4.26
$
4.29
$
4.30
$
3.01
$
3.24
$
3.17
$
2.55
$
6.20
$
Approximate
Dollar Value of
ADSs that May
Yet Be Purchased
Under the
Programs(3)
US$ 11.7 million
US$ 1.6 million
US$50.2 million
US$43.2 million
US$38.8 million
US$35.6 million
US$31.5 million
US$29.8 million
US$29.6 million
US$28.5 million
US$28.5 million
(1) All of our ADSs purchased were pursuant to publicly announced plans or programs.
(2)
Each of our ADSs represents two Class A ordinary shares.
197
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101164
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(3) We announced a share repurchase program in March 2021, under which we may repurchase up to US$50 million worth of our outstanding ADSs
and/or Class A ordinary shares over a period of twelve months. We announced another share repurchase program in August 2021, under which we
may repurchase up to US$50 million worth of our outstanding ADSs and/or Class A ordinary shares over a period of twelve months. The
repurchases have been, and will be, through various means, including open market transactions, privately negotiated transactions, block trades or
any combination thereof. The repurchases have been, and will be, effected in compliance with Rule 10b5-1 and/or Rule 10b-18 under the
Securities Exchange Act of 1934, as amended, and our insider trading policy. The number of ADSs repurchased and the timing of repurchases will
depend on a number of factors, including, but not limited to, price, trading volume and general market conditions.
We announced a new share repurchase program in April 2022, under which we may repurchase up to US$50 million worth of our outstanding
ADSs and/or Class A ordinary shares over a period of twelve months. The repurchases have been, and will be, through various means, including open
market transactions, privately negotiated transactions, block trades or any combination thereof. The repurchases will be effected in compliance with
Rule 10b5-1 and/or Rule 10b-18 under the Securities Exchange Act of 1934, as amended, and our insider trading policy. The number of ADSs
repurchased and the timing of repurchases will depend on a number of factors, including, but not limited to, price, trading volume and general market
conditions.
ITEM 16F.
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not Applicable.
ITEM 16G. CORPORATE GOVERNANCE
We are a “foreign private issuer” (as such term is defined in Rule 3b-4 under the Exchange Act), and our ADSs, each representing two ordinary
share, are listed on the New York Stock Exchange. Under Section 303A of the New York Stock Exchange Listed Company Manual, New York Stock
Exchange listed companies that are foreign private issuers are permitted to follow home country practice in lieu of the corporate governance provisions
specified by the New York Stock Exchange with limited exceptions. The following summarizes some significant ways in which our corporate
governance practices differ from those followed by domestic companies under the listing standards of the New York Stock Exchange.
Under the New York Stock Exchange Listed Company Manual, or the NYSE Manual, U.S. domestic listed companies are required to have a
majority of the board consisting of independent directors and a compensation committee and a nominating/corporate governance committee, each
composed entirely of independent directors, which are not required under the Companies Act (As Revised) of the Cayman Islands, our home country.
Currently, our board of directors is composed of nine members, only three of whom are independent directors. Our compensation committee is
composed of three members, only one of whom is an independent director. Our corporate governance and nominating committee is composed of three
members, only one of whom is an independent director. The NYSE Manual also requires U.S. domestic listed companies to regularly hold executive
sessions for non-management directors, or an executive session that only includes independent directors at least once a year. We are not subject to this
requirement under the Cayman Islands law and have decided to follow our home country practice on this matter. In addition, the NYSE Manual requires
shareholder approval for certain matters, such as requiring that shareholders must be given the opportunity to vote on all equity compensation plans and
material revisions to those plans, which is not required under the Cayman Islands law. We intend to follow the home country practice in determining
whether shareholder approval is required.
ITEM 16H. MINE SAFETY DISCLOSURE
Not Applicable.
198
CANGO INC.
FORM 20-F
Donnelley Financial
None
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ITEM 16I.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable.
ITEM 17.
FINANCIAL STATEMENTS
We have elected to provide financial statements pursuant to Item 18.
ITEM 18.
FINANCIAL STATEMENTS
PART III.
The consolidated financial statements of Cango Inc., its subsidiaries and its variable interest entities are included at the end of this annual report.
ITEM 19.
EXHIBITS
Exhibit
Number
1.1
2.1
2.2
2.3
2.4
4.1
Description of Document
Third Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.2 to
the registration statement on Form F-1 (File No. 333-225813), as amended, initially filed with the Securities and Exchange Commission on
June 22, 2018)
Form of American Depositary Receipt evidencing American Depositary Shares (incorporated herein by reference to Exhibit (a) to the
registration statement on Form F-6 (File No. 333-226083), as amended, filed with the Securities and Exchange Commission on July 6,
2018)
Specimen of Ordinary Share Certificate (incorporated herein by reference to Exhibit 4.1 to the registration statement on Form F-1 (File
No. 333-225813), as amended, initially filed with the Securities and Exchange Commission on June 22, 2018)
Form of Deposit Agreement between the Registrant and Citibank, N.A., as depositary (incorporated herein by reference to Exhibit (a) to the
registration statement on Form F-6 (File No. 333-226083), as amended, filed with the Securities and Exchange Commission on July 6,
2018)
Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchanges Act of 1934 (incorporated herein
by reference to Exhibit 2.4 to the annual report on Form 20-F (File No. 001-38590), filed with the Securities and Exchange Commission on
April 27, 2020)
Form of Indemnification Agreement between the Registrant and its directors and executive officers (incorporated herein by reference to
Exhibit 10.1 to the registration statement on Form F-1 (File No. 333-225813), as amended, initially filed with the Securities and Exchange
Commission on June 22, 2018)
199
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-DPF-188
22.3.29.0
RHK dosak0dc
HKG
20-Apr-2022 04:22 EST
ˆ2001CSqkb!ib3P&4zŠ
6*
0C
2001CSqkb!ib3P&4z
56257 TX 200
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Exhibit
Number
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
Description of Document
Form of Employment Agreement between the Registrant and its executive officers (incorporated herein by reference to Exhibit 10.2 to the
registration statement on Form F-1 (File No. 333-225813), as amended, initially filed with the Securities and Exchange Commission on
June 22, 2018)
Form of Equity Interest Pledge Agreement by and among Can Gu Long (Shanghai) Information Technology Consultation Service Co., Ltd.
(“Can Gu Long”), Shanghai Cango Investment and Management Consultation Service Co., Ltd. (“Shanghai Cango”) and each shareholder
of Shanghai Cango (incorporated herein by reference to Exhibit 10.3 to the registration statement on Form F-1 (File No. 333-225813), as
amended, initially filed with the Securities and Exchange Commission on June 22, 2018)
Form of Power of Attorney by each shareholder of Shanghai Cango (incorporated herein by reference to Exhibit 10.4 to the registration
statement on Form F-1 (File No. 333-225813), as amended, initially filed with the Securities and Exchange Commission on June 22, 2018)
Exclusive Business Cooperation Agreement by and between Can Gu Long and Shanghai Cango (incorporated herein by reference to
Exhibit 10.5 to the registration statement on Form F-1 (File No. 333-225813), as amended, initially filed with the Securities and Exchange
Commission on June 22, 2018)
Form of Exclusive Option Agreement by and between Can Gu Long, Shanghai Cango and each shareholder of Shanghai Cango
(incorporated herein by reference to Exhibit 10.6 to the registration statement on Form F-1 (File No. 333-225813), as amended, initially
filed with the Securities and Exchange Commission on June 22, 2018)
Financial Support Undertaking Letter issued by the Registrant to Shanghai Cango (incorporated herein by reference to Exhibit 10.7 to the
registration statement on Form F-1 (File No. 333-225813), as amended, initially filed with the Securities and Exchange Commission on
June 22, 2018)
Service Agreement, dated January 31, 2017, between Jincheng Bank Co., Ltd. (“Jincheng Bank”) and Shanghai Cango (incorporated herein
by reference to Exhibit 10.8 to the registration statement on Form F-1 (File No. 333-225813), as amended, initially filed with the Securities
and Exchange Commission on June 22, 2018)
Cooperation Agreement (undated) between Jincheng Bank and Shanghai Cango relating to the Outsourcing of Onsite Collection and
Disposal Business (incorporated herein by reference to Exhibit 10.9 to the registration statement on Form F-1 (File No. 333-225813), as
amended, initially filed with the Securities and Exchange Commission on June 22, 2018)
200
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-DPF-188
22.3.29.0
RHK dosak0dc
HKG
20-Apr-2022 04:23 EST
ˆ2001CSqkb!ib4=GevŠ
6*
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56257 TX 201
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Page 1 of 1
Exhibit
Number
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
Description of Document
Automotive Financing Business Cooperation Agreement, dated April 4, 2018, between WeBank and Shanghai Cango (incorporated herein
by reference to Exhibit 10.10 to the registration statement on Form F-1 (File No. 333-225813), as amended, initially filed with the Securities
and Exchange Commission on June 22, 2018)
Equity Interest Transfer Agreement, dated September 19, 2017, among Autohome Financing Hong Kong Limited, Express Group
Development Limited, Shanghai Cango and Beijing Cheerbright Technology Co., Ltd. (incorporated herein by reference to Exhibit 10.11 to
the registration statement on Form F-1 (File No. 333-225813), as amended, initially filed with the Securities and Exchange Commission on
June 22, 2018)
Share Purchase Agreement, dated March 23, 2018, among the Registrant, Cango Group Limited, Can Gu Long, Shanghai Cango and
shareholders party thereto (incorporated herein by reference to Exhibit 10.12 to the registration statement on Form F-1 (File
No. 333-225813), as amended, initially filed with the Securities and Exchange Commission on June 22, 2018)
Share Purchase Agreement, dated June 4, 2018, among the Registrant, Cango Group Limited, Can Gu Long, Shanghai Cango and
shareholders party thereto (incorporated herein by reference to Exhibit 10.13 to the registration statement on Form F-1 (File
No. 333-225813), as amended, initially filed with the Securities and Exchange Commission on June 22, 2018)
Equity Interest Transfer Agreement, dated May 10, 2018, between Ningbo Meishan Bonded Harbor Zone Xinxiang Investment
Management L.P. (formerly known as Beijing Chehejia Technology L.P.) and Shanghai Cango (incorporated herein by reference to Exhibit
10.14 to the registration statement on Form F-1 (File No. 333-225813), as amended, initially filed with the Securities and Exchange
Commission on June 22, 2018)
Share Purchase Agreement, dated April 24, 2018, between Paradigm Malls Group Limited and Shanghai Cango (incorporated herein by
reference to Exhibit 10.15 to the registration statement on Form F-1 (File No. 333-225813), as amended, initially filed with the Securities
and Exchange Commission on June 22, 2018)
Cango Inc. Share Incentive Plan 2018 (incorporated herein by reference to Exhibit 10.16 to the registration statement on Form F-1 (File
No. 333-225813), as amended, initially filed with the Securities and Exchange Commission on June 22, 2018)
Cooperation Agreement on Automobile Finance Business, dated April 30, 2020, between WeBank and Shanghai Cango (incorporated herein
by reference to Exhibit 4.17 to the annual report on Form 20-F (File No. 001-38590), filed with the Securities and Exchange Commission
on April 27, 2021)
201
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-REP-013
22.3.29.0
RHK sumas0tv
HKG
25-Apr-2022 14:00 EST
ˆ2001CSqkb@YpQWJ4qŠ
8*
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2001CSqkb@YpQWJ4q
56257 TX 202
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Page 1 of 1
Exhibit
Number
4.18
4.19
4.20
4.21
8.1*
11.1
12.1*
12.2*
13.1**
13.2**
15.1*
15.2*
Description of Document
Automobile Finance Guarantee Contract, dated January 25, 2021, among WeBank, Shanghai Cango and Cango Financing Guarantee
Co., Ltd. (incorporated herein by reference to Exhibit 4.18 to the annual report on Form 20-F (File No. 001-38590), filed with the
Securities and Exchange Commission on April 27, 2021)
Automobile Finance Project Cooperation Agreement, dated March 24, 2020, among Shanghai Cango, Chongqing Wantang Information
Technology Co., Ltd. and MYbank (incorporated herein by reference to Exhibit 4.19 to the annual report on Form 20-F (File
No. 001-38590), filed with the Securities and Exchange Commission on April 27, 2021)
Automobile Finance Project Counter-guarantee Agreement, dated March 24, 2020, between Cango Financing Guarantee Co., Ltd. and
MYbank (incorporated herein by reference to Exhibit 4.20 to the annual report on Form 20-F (File No. 001-38590), filed with the
Securities and Exchange Commission on April 27, 2021)
Personal Consumer Loan Business Cooperation Agreement, dated July 31, 2018, among Puxi Branch of Bank of Shanghai Co., Ltd.,
Shanghai Chejia and Shanghai Cango (incorporated herein by reference to Exhibit 4.21 to the annual report on Form 20-F (File
No. 001-38590), filed with the Securities and Exchange Commission on April 27, 2021)
List of Subsidiaries
Code of Business Conduct and Ethics of the Registrant (incorporated herein by reference to Exhibit 99.1 to the registration statement on
Form F-1 (File No. 333-225813), as amended, initially filed with the Securities and Exchange Commission on June 22, 2018)
Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification by Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Consent of Fangda Partners
Consent of Independent Registered Public Accounting Firm
101.INS*
Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are
embedded within the Inline XBRL document.
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
*
**
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
Filed herewith
Furnished herewith
202
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101164
22.3.29.0
RHK lamze0hk
HKG
SIGNATURES
26-Apr-2022 00:47 EST
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The registrant hereby certifies that it meets all of the requirements for filing its annual report on Form 20-F and that it has duly caused and
authorized the undersigned to sign this annual report on its behalf.
Date: April 26, 2022
CANGO INC.
/s/ Xiaojun Zhang
By
Name: Xiaojun Zhang
Chairman
Title:
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN04
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:10 EST
ˆ2001CSqkb@XT%JG4dŠ
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56257 FIN 1
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Page 1 of 1
CANGO INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID: 1408)
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2020 AND 2021
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE YEARS ENDED DECEMBER 31, 2019, 2020
AND 2021
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 AND
2021
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 AND 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 AND 2021
PAGE(S)
F-2
F-3
F-6
F-8
F-10
F-12
Auditor’s Name : Ernst & Young Hua Ming LLP
Auditor’s Location which represents the city with either or both country: Shanghai, People’s Republic of China
Auditor’s PCAOB ID Number: 1408
F-1
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101150
22.3.29.0
RHK chanc2hk
HKG
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Page 1 of 1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Cango Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Cango Inc. (the “Company”) as of December 31, 2021 and 2020, the related
consolidated statements of comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended
December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations
and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial
statements 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 audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not
required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain
an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young Hua Ming LLP
We have served as the Company’s auditor since 2018.
Shanghai, the People’s Republic of China
April 26, 2022
F-2
CANGO INC.
FORM 20-F
Donnelley Financial
None
rhkdoc3
22.2.9.0
RHK ramus0dc
HKG
30-Mar-2022 13:49 EST
ˆ2001CSqklhdq5HTq4Š
12*
0C
2001CSqklhdq5HTq4
56257 FIN 3
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Page 1 of 1
CANGO INC.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2020 AND 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
Notes
2020
RMB
As of December 31,
2021
RMB
US$
ASSETS
Current assets (including RMB605,970,437 and RMB nil (US$ nil) from consolidated
trusts and ABSs as of December 31, 2020 and 2021, respectively):
Cash and cash equivalents
Restricted cash – current
Short-term investments
Accounts receivable, net of allowance of RMB nil and RMB nil (US$ nil) as of
1,426,899,576 1,434,806,922 225,152,516
9,618,227
3 4,342,356,612 2,598,935,704 407,829,725
61,293,114
9,693,008
December 31, 2020 and 2021, respectively
4
141,594,170
223,544,396
35,078,994
Finance lease receivables - current, net of allowance of RMB18,097,313 and
RMB25,274,933 (US$3,966,189) as of December 31, 2020 and 2021, respectively
6 2,035,397,525 1,414,164,625 221,913,289
Short-term consumer financing receivables, net of allowance of RMB2,304,639 and
RMB nil (US$ nil) as of December 31, 2020 and 2021, respectively
Financing receivables, net of allowance of RMB16,265,330 and RMB50,492,700
(US$7,923,406) as of December 31, 2020 and 2021, respectively
Short-term contract asset
Prepayments and other current assets
Total current assets
Non-current assets (including RMB101,206,823 and RMB nil (US$ nil) from
consolidated trusts and ABSs as of December 31, 2020 and 2021, respectively):
Restricted cash - non-current
Goodwill
Property and equipment, net
Intangible assets
Long-term contract asset
Deferred tax assets
Finance lease receivables - non-current, net of allowance of RMB5,629,107 and
23,168
—
—
20,105,893
364,618,635
558,360,959
9,775,643
62,296,261
829,940,692 130,235,805
982,948,637 154,246,091
8,899,049,546 7,607,930,351 1,193,850,290
7
5
8
15
878,299,140 1,114,180,729 174,839,270
23,327,680
145,063,857
3,067,183
10,311,971
7,207,662
44,887,871
77,747,984
281,374,110
74,470,446
170,951,082
148,657,971
19,545,933
45,931,544
495,456,805
474,570,361
RMB6,941,826 (US$1,089,324) as of December 31, 2020 and 2021, respectively
Other non-current assets
Total non-current assets
TOTAL ASSETS
261,495,158
6 1,454,499,864 1,029,262,174 161,513,695
1,815,297
3,246,883,053 3,339,173,681 523,989,217
12,145,932,599 10,947,104,032 1,717,839,507
11,568,164
The accompanying notes are an integral part of these consolidated financial statements.
F-3
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-LPF-677
22.3.29.0
RHK pitca0dc
HKG
26-Apr-2022 00:16 EST
ˆ2001CSqkb@cN%St4~Š
15*
0C
2001CSqkb@cN%St4~
56257 FIN 4
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ESS
Page 1 of 1
CANGO INC.
CONSOLIDATED BALANCE SHEETS - continued
AS OF DECEMBER 31, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
Notes
2020
RMB
As of December 31,
2021
RMB
US$
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Short-term debts (including short-term debts of the consolidated VIE without
recourse to the Company of RMB355,816,940 and RMB579,776,131
(US$90,979,527) as of December 31, 2020 and December 31, 2021, respectively)
Long-term debts – current (including long-term debts – current of the consolidated
VIE without recourse to the Company of RMB1,228,783,730 and
RMB938,014,362 (US$147,194,922) as of December 31, 2020 and December 31,
2021, respectively), (including RMB401,761,874 and RMB nil (US$ nil) from
consolidated trusts and ABSs as of December 31, 2020 and 2021, respectively)
Accrued expenses and other current liabilities (including accrued expenses and other
current liabilities of the consolidated VIE without recourse to the Company of
RMB312,104,057 and RMB714,521,503 (US$112,124,016) as of December 31,
2020 and December 31, 2021, respectively), (including RMB59,187 and RMB nil
(US$ nil) from consolidated trusts and ABSs as of December 31, 2020 and 2021,
respectively)
Risk assurance liabilities (including risk assurance liabilities of the consolidated VIE
without recourse to the Company of RMB460,829,299 and RMB699,022,914
(US$109,691,949) as of December 31, 2020 and December 31, 2021,
respectively)
Income tax payable (including income tax payable of the consolidated VIE without
9
355,816,940
579,776,131
90,979,527
9 1,228,783,730
938,014,362 147,194,922
10
324,734,202
719,035,377 112,832,342
11
460,829,299
699,022,914 109,691,949
recourse to the Company of RMB87,132,455 and RMB209,977,036
(US$32,949,979) as of December 31, 2020 and December 31, 2021, respectively)
Total current liabilities
Non-current liabilities
87,132,455
75,613,424
2,457,296,626 3,417,702,889 536,312,164
481,854,105
Long-term debts (including long-term debts of the consolidated VIE without
recourse to the Company of RMB977,791,191 and RMB486,371,672
(US$76,322,329) as of December 31, 2020 and December 31, 2021, respectively)
9
977,791,191
486,371,672
76,322,329
Deferred tax liability (including deferred tax liability of the consolidated VIE
without recourse to the Company of RMB12,523,538 and RMB10,724,126
(US$1,682,849) as of December 31, 2020 and December 31, 2021, respectively)
Other non-current liabilities (including other non-current liabilities of the
consolidated VIE without recourse to the Company of RMB4,870,616 and
RMB991,610 (US$155,606) as of December 31, 2020 and December 31, 2021,
respectively)
Total non-current liabilities
Total liabilities
Commitments and contingencies
15
330,765,029
51,471,040
8,076,929
155,605
4,870,616
1,313,426,836
84,554,863
3,770,723,462 3,956,537,211 620,867,027
991,610
538,834,322
19
The accompanying notes are an integral part of these consolidated financial statements.
F-4
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:08 EST
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CANGO INC.
CONSOLIDATED BALANCE SHEETS - continued
AS OF DECEMBER 31, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
Shareholders’ equity
Class A Ordinary shares (par value of US$0.0001 per share; 420,674,280 shares
authorized as of December 31, 2020 and 2021, respectively; 227,831,213 shares
issued and 224,771,083 shares outstanding as of December 31, 2020;
229,831,213 shares issued and 206,506,455 shares outstanding as of
December 31, 2021)
Class B Ordinary shares (par value of US$0.0001 per share; 79,325,720 shares
authorized as of December 31, 2020 and 2021, respectively; 74,978,677 shares
issued and outstanding as of December 31, 2020; 72,978,677 shares issued and
outstanding as of December 31, 2021)
Treasury shares
Additional paid-in capital
Accumulated other comprehensive loss
Retained earnings
Total Cango Inc.’s equity
Total shareholders’ equity
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
Notes
2020
RMB
As of December 31,
2021
RMB
US$
20
154,483
154,483
24,242
20
21
(115,386,427)
49,777
(56,419,225)
49,777
(485,263,213)
7,811
(76,148,387)
4,591,455,557 4,671,769,821 733,102,630
(29,425,526)
3,955,354,972 2,991,373,063 469,411,710
8,375,209,137 6,990,566,821 1,096,972,480
8,375,209,137 6,990,566,821 1,096,972,480
12,145,932,599 10,947,104,032 1,717,839,507
(187,517,110)
The accompanying notes are an integral part of these consolidated financial statements.
F-5
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:08 EST
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Page 1 of 1
CANGO INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
Notes
2019
RMB
2020
RMB
2021
RMB
US$
For the years ended December 31,
Revenues
Automobile trading income
Loan facilitation income and other related income
Leasing income
After-market services income
Others
Total Revenues
Operating cost and expenses
Cost of revenue
Sales and marketing
General and administrative
Research and development
Net loss on risk assurance liabilities
Provision for credit losses and other assets
Total operating cost and expense
Income (loss) from operations
Interest income
Loss from equity method investments
Net gain (loss) on equity securities
Interest expense
Foreign exchange gain (loss), net
Other income, net
Other expenses
Net income before income taxes
Income tax expenses
Net income (loss)
Less: Net income attributable to non-controlling interests
Net income (loss) attributable to Cango Inc.’s shareholders
11,414,382 624,773,721 2,227,171,554 349,491,817
913,836,623 891,836,601 1,233,556,212 193,571,888
300,078,043 286,079,245 251,295,105 39,433,686
205,998,075 241,193,243 193,786,856 30,409,386
2,496,105
1,440,068,825 2,052,431,752 3,921,716,406 615,402,882
15,906,679
8,741,702
8,548,942
62,596,195
51,574,467
(926,205)
12 539,267,417 1,098,120,749 2,958,009,872 464,176,297
192,811,348 195,893,662 239,333,085 37,556,584
236,551,077 265,691,411 276,179,441 43,338,581
70,278,081 11,028,164
57,405,921
34,257,754
2,268,180 197,750,449 31,031,361
56,478,959 109,564,631 203,415,094 31,920,267
1,116,772,476 1,734,134,828 3,944,966,022 619,051,254
(3,648,372)
323,296,349 318,296,924
4,138,573
34,901,335
—
—
(2,038,654)
86,011,918 3,353,381,213
(2,272,414)
(2,758,629)
(13,457,818)
212,064
(8,848,354)
5,141,112
6,576,843
49,139,337
41,300,464
(1,036,599)
(838,115)
(5,121,054)
1,931,441
487,819,233 3,743,273,711
(3,272,235)
(82,960,493) (369,853,650)
(1,340,794)
404,858,740 3,373,420,061
—
3,902,214
(1,340,794)
390,913,892 3,369,517,847
(23,249,616)
26,373,471
—
(12,991,522)
(14,481,195)
1,351,400
41,911,589
(6,605,833)
12,308,294
(20,852,646)
(8,544,352)
—
(8,544,352)
13,944,848
14
15
13
The accompanying notes are an integral part of these consolidated financial statements.
F-6
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:08 EST
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CANGO INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
Earnings per Class A and Class B ordinary share:
Basic
Diluted
Earnings per ADS (2 ordinary shares equal 1 ADS):
Basic
Diluted
Weighted average shares used to compute earnings per Class A and
Class B share:
Basic
Diluted
Other comprehensive income (loss), net of tax
Unrealized loss on available-for-sale securities
Reclassification of losses to net loss
Foreign currency translation adjustment
Total comprehensive income (loss), net of tax
Total comprehensive income attributable to non-controlling interests
Total comprehensive income (loss) attributable to Cango Inc.’s
shareholders
2019
RMB
For the years ended December 31,
2020
RMB
2021
RMB
US$
1.29
1.29
2.59
2.58
11.21
11.09
22.43
22.18
(0.03)
(0.03)
(0.06)
(0.06)
(0.00)
(0.00)
(0.01)
(0.01)
Notes
16
16
16
16
16 302,417,352 300,484,860 289,892,905 289,892,905
16 303,283,658 303,900,645 289,892,905 289,892,905
(146,801)
(276,843)
—
—
—
—
10,401,386 (234,817,165) (72,130,683) (11,318,878)
414,836,482 3,138,602,896 (80,675,035) (12,659,672)
—
13,944,848
—
—
3,902,214
—
400,891,634 3,134,700,682 (80,675,035) (12,659,672)
The accompanying notes are an integral part of these consolidated financial statements.
F-7
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:08 EST
ˆ2001CSqkb@XRCoX4jŠ
9*
0C
2001CSqkb@XRCoX4j
56257 FIN 8
XHT
ESS
Page 1 of 1
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FORM 20-F
Donnelley Financial
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FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:08 EST
ˆ2001CSqkb@XRL%MesŠ
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56257 FIN 9
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CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:08 EST
ˆ2001CSqkb@XRV&04FŠ
11*
0C
2001CSqkb@XRV&04F
56257 FIN 10
XHT
ESS
Page 1 of 1
CANGO INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
Cash flows from operating activities:
Net income (loss)
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization
Share-based compensation expense
Loss on risk assurance liabilities
Provision for credit losses and other assets
Loss on equity method investment
Fair value change of derivative instruments
Net (gain) loss on equity securities
Investment income
Loss on disposal of property and equipment
Unrealized foreign exchange (gain) loss, net
Deferred income tax (benefit) expense
Changes in operating assets and liabilities:
Accounts receivable
Financing receivables
Contract assets
Other current and non-current assets
Risk assurance liabilities
Other current and non-current liabilities
Net cash provided by (used in) operating activities
Cash flows from investing activities:
For the years ended December 31,
2019
RMB
2020
RMB
2021
RMB
US$
404,858,740 3,373,420,061
(8,544,352)
(1,340,794)
10,466,942
82,265,991
34,257,754
56,478,959
926,205
3,289,676
9,544,137
78,754,828
2,268,180
109,564,631
—
(3,289,676)
(41,581,818) (3,315,475,734)
—
(32,516,817)
79,756
45,639
8,848,354
(5,141,112)
248,151,964
(9,034,211)
8,514,969
87,634,835
197,750,449
203,415,094
—
5,346,389
27,278,116
—
78,221
(1,351,400)
(582,913,268)
1,336,184
13,751,819
31,031,361
31,920,267
—
838,965
4,280,532
—
12,275
(212,064)
(91,471,812)
(56,086,171)
(39,987,198)
23,104,124
(56,811,099)
52,484,356
(4,124,725)
422,895,235
6,968,776
(83,186,886)
(613,648,965)
(694,994,714)
198,608,646
52,774,440
(621,612,202)
(12,244,742)
(78,030,840)
(217,252,025)
(34,091,583)
(679,404,752) (106,613,431)
(28,386,882)
(180,898,244)
40,443,166
6,346,415
773,542,811 121,385,744
(63,457,746)
(404,390,831)
Repayments of finance lease receivables
Origination of finance lease receivables
Proceeds from collection of short-term consumer financing receivables
Origination of short-term consumer financing receivables
Purchase of held-to-maturity investment
Maturities of held-to-maturity investment
Purchase of other short-term investment, net
Proceeds from sale or redemption of other short-term investments, net
Proceeds from available for sale financial assets
Proceeds from third party loans
Proceeds from long-term investments
Disposal of equity method investments
Disposal of property and equipment and intangible assets
Purchase of long-term investments
Purchases of property and equipment and intangible assets
Payment for acquiring subsidiary, net of cash acquired
—
—
—
12,248,145
—
25,140,348
(39,716,300)
1,358,838,393 1,839,778,206 2,112,046,802 331,426,231
(2,071,721,858) (2,256,358,577) (1,091,415,329) (171,266,881)
—
—
(210,499,840) (1,115,661,108) (2,342,226,408) (367,546,434)
658,209,985 1,158,122,796 181,734,739
—
361,366,081 2,841,860,867 445,949,983
—
12,182,947
—
—
—
—
—
—
8,041
31,840
—
—
(2,969,285)
(5,360,566)
267,565
—
(493,563,047) 2,661,222,986 417,603,959
—
(107,837,789)
—
179,351,253
26,743,400
90,521,295
100,000
8,475
(406,307,000)
(43,025,999)
—
(1,198,405,622)
—
—
—
—
51,241
—
(18,922,066)
1,705,083
—
Net cash (used in) provided by investing activities
The accompanying notes are an integral part of these consolidated financial statements.
F-10
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:08 EST
ˆ2001CSqkb@XR=#SeUŠ
9*
0C
2001CSqkb@XR=#SeU
56257 FIN 11
XHT
ESS
Page 1 of 1
CANGO INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
For the years ended December 31,
2019
RMB
2020
RMB
2021
RMB
US$
Cash flows from financing activities:
Payment to repurchase treasury shares
Liquidation of subsidiaries
Proceeds from borrowings
Proceeds from exercise of share options
Purchase of subsidiary’s equity from non-controlling interest holder
Repayment of borrowings
Distribution to shareholders
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash, cash equivalents and
restricted cash
Net (decrease) increase in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of the year
Cash, cash equivalents and restricted cash at the end of the year
Reconciliation of cash, cash equivalents and restricted cash to the
consolidated balance sheets
Cash and cash equivalents
Restricted cash – current
Restricted cash – non-current
(20,638,881)
(574,212)
(49,219,318)
(467,433)
(444,401,172)
—
(69,736,241)
—
2,695,357,550 3,369,740,855 1,546,736,325 242,716,682
1,292,504
—
(1,686,482,435) (3,416,211,500) (2,101,568,517) (329,781,960)
(267,214,749)
(955,437,557) (149,929,002)
(380,822,429) (1,946,434,308) (305,438,017)
(257,114,132)
730,547,890
6,693,716
(24,144,000)
8,236,613
—
—
—
11,516,258
(36,093,321)
(33,446,239) (1,532,090,999)
(2,355,209)
46,352,987
3,880,428,962 3,846,982,723 2,314,891,724 363,257,026
3,846,982,723 2,314,891,724 2,610,280,765 409,610,013
(15,008,806)
295,389,041
2,002,314,688 1,426,899,576 1,434,806,922 225,152,516
9,618,227
878,299,140 1,114,180,729 174,839,270
970,993,759
873,674,276
61,293,114
9,693,008
Total cash, cash equivalents and restricted cash shown in the statements
of cash flows
Supplemental disclosures of cash flow information:
3,846,982,723 2,314,891,724 2,610,280,765 409,610,013
Cash paid for income taxes
Cash paid for interest
78,203,607
154,589,750
101,878,045
139,952,105
209,044,264
134,173,921
32,803,607
21,054,816
The accompanying notes are an integral part of these consolidated financial statements.
F-11
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:08 EST
ˆ2001CSqkb@XRdqbe7Š
8*
0C
2001CSqkb@XRdqbe7
56257 FIN 12
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
1.
ORGANIZATION
Cango Inc. (the “Company”, and where appropriate, the term “Company” also refers to its subsidiaries, variable interest entity, and subsidiaries of
the variable interest entity as a whole) is an exempt company incorporated in the Cayman Islands with limited liability under the laws of the
Cayman Islands on October 9, 2017. The Company, through its subsidiaries, variable interest entity (“VIE”), and subsidiaries of the VIE, are
principally engaged in the provision of automotive financing facilitation, automobile trading transaction, and aftermarket service facilitation in the
People’s Republic of China (the “PRC”). The Company conducts its primary business operations through its VIE and the subsidiaries of the VIE.
As of December 31, 2021, the Company’s subsidiaries and VIE are as follows:
Entity
Subsidiaries
Cango Group Limited (“Cango HK”)
Express Group Development Limited
(“Express Limited”)
Can Gu Long (Shanghai) Information
Technology Consultation Service Co., Ltd.
(“Cangulong” or Wholly Foreign Owned
Enterprise “WFOE”)
VIE
Shanghai Cango Investment and
Management Consultation Service Co.,
Ltd. (“Shanghai Cango”)
Date of incorporation
Place of incorporation
Percentage of
legal ownership
by the Company
Principal activities
October 31, 2017
Hong Kong (“HK”)
100%
Investment holding
June 30, 2016
HK
100%
Investment holding
January 25, 2018
PRC
100%
Investment holding
August 30, 2010
PRC
Nil
Provision of automotive
financing facilitation,
automobile trading
transaction and
aftermarket service
facilitation.
On October 31, 2017, the Company incorporated a wholly-owned subsidiary, Cango HK, in Hong Kong. On January 25, 2018, the Company
incorporated another wholly-owned subsidiary, Cangulong, in the PRC. On March 23, 2018, Shanghai Cango signed a series of contractual
agreements with Cangulong and its nominee shareholders (the “VIE Agreements”).
The Company operates its business primarily through the VIE and the subsidiaries of the VIE. The Company, through the WFOE, entered into
power of attorney and an exclusive option agreement with the nominee shareholders of the VIE, that gave the WFOE the power to direct the
activities that most significantly affect the economic performance of the VIE and to acquire the equity interests in the VIE when permitted by the
PRC laws, respectively. Certain exclusive agreements have been entered into with the VIE through the WFOE, which obligate the WFOE to
absorb a majority of the risk of loss from the VIE’s activities and entitles the WFOE to receive a majority of their residual returns. In addition, the
Company entered into a share pledge agreement for equity interests in the VIE held by the nominee shareholders of the VIE. On March 22, 2018,
Cango Inc. agreed to provide unlimited financial support to the VIE for its operations. As a result of the VIE Agreements, the Company exercises
effective control over the significant business activities of the VIE through the WFOE and provides unlimited financial support to the VIE.
Therefore, Cango Inc. is determined to be most closely associated with the VIE within the group of related parties and was considered to be the
Primary Beneficiary of the VIE.
F-12
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:08 EST
ˆ2001CSqkb@XRgWW4xŠ
6*
0C
2001CSqkb@XRgWW4x
56257 FIN 13
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
1.
ORGANIZATION - CONTINUED
Despite the lack of technical majority ownership, the Company has effective control of the VIE through the VIE Agreements and a parent-
subsidiary relationship exists between the Company and the VIE. Through the VIE Agreements, the shareholders of the VIE effectively assigned
all of their voting rights underlying their equity interest in the VIE to the Company.
In addition, through the other exclusive agreements, which consist of exclusive option agreement, exclusive business cooperation agreement, and
equity pledge agreement, the Company, through its wholly-owned subsidiaries in the PRC, have the right to receive economic benefits from the
VIE that potentially could be significant to the VIE. Lastly, through the financial support undertaking letter, the Company has the obligation to
absorb losses of the VIE that could potentially be significant to the VIE. Therefore, the Company is considered the primary beneficiary of the VIE
and consolidates the VIE and its consolidated subsidiaries as required by SEC Regulation S-X Rule 3A-02 and ASC 810, Consolidation (“ASC
810”).
The following is a summary of the VIE Agreements:
(1)
Power of Attorney Agreements:
Pursuant to the power of attorney signed between Shanghai Cango’s nominee shareholders and the WFOE, each nominee shareholder
irrevocably appointed the WFOE as its attorney-in-fact to exercise on each nominee shareholder’s behalf any and all rights that each
nominee shareholder has in respect of its equity interest in Shanghai Cango (including but not limited to executing the exclusive right to
purchase agreements, the voting rights and the right to appoint directors and executive officers of Shanghai Cango). This agreement is
effective and irrevocable as long as the nominee shareholder remains a shareholder of Shanghai Cango.
(2)
Exclusive Option Agreement:
Pursuant to the exclusive option agreement entered into between Shanghai Cango’s nominee shareholders and the WFOE, the nominee
shareholders irrevocably granted the WFOE a call option to request the nominee shareholders to transfer or sell any part or all of its equity
interests in the VIE, or any or all of the assets of the VIE, to the WFOE, or their designees. The purchase price of the equity interests in the
VIE is equal to the minimum price required by PRC law. Without the WFOE’s prior written consent, the VIE and its nominee shareholders
cannot amend its articles of association, increase or decrease the registered capital, sell or otherwise dispose of its assets or beneficial
interest, create or allow any encumbrance on its assets or other beneficial interests and provide any loans or guarantees. The nominee
shareholders cannot request any dividends or other form of assets. If dividends or other form of assets were distributed, the nominee
shareholders are required to transfer all received distribution to the WFOE or their designees. This agreement is not terminated until all of
the equity interest of the VIE is transferred to the WFOE or the person(s) designated by the WFOE. None of the nominee shareholders
have the right to terminate or revoke the agreement under any circumstance unless otherwise regulated by law.
(3)
Exclusive Business Cooperation Agreement:
Pursuant to the exclusive business cooperation agreement entered into by the WFOE and Shanghai Cango and its subsidiaries, the WFOE
provides exclusive technical support and consulting services in return for fees based on 100% of Shanghai Cango’s profit before tax,
which is adjustable at the sole discretion of the WFOE. Without the WFOE’s consent, the VIE and its subsidiaries cannot procure services
from any third-party or enter into similar service arrangements with any other third-party, other than the WFOE.
In addition, the consolidated VIE granted the WFOE an exclusive right to purchase any or all of the business or assets of each of the
profitable consolidated VIE and its subsidiaries at the lowest price permitted under PRC law. This agreement is irrevocable or can only be
unilaterally revoked/amended by the WFOE.
F-13
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:08 EST
ˆ2001CSqkb@XRjZp4=Š
6*
0C
2001CSqkb@XRjZp4=
56257 FIN 14
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
1.
ORGANIZATION - CONTINUED
(4)
Equity Pledge Agreement
Pursuant to the equity pledge agreements, the nominee shareholders representing over 90% of the VIE’s equity interest have pledged all of
their respective equity interests in the VIE to the WFOE as continuing first priority security interest to guarantee the nominee shareholders’
and the VIE’s obligations under the power of attorney agreement, the exclusive option agreement and the exclusive business cooperation
agreement. The WFOE is entitled to collect dividends during the effective period of the share pledge unless it agrees otherwise in writing.
If Shanghai Cango or any of the nominee shareholder breaches its contractual obligations, the WFOE will be entitled to certain rights
regarding the pledged equity interests, including receiving proceeds from the auction or sale of all or part of the pledged equity interests of
Shanghai Cango in accordance with PRC law. None of the nominee shareholders may assign or transfer to any third-party, distribute
dividends and create or cause any security interest and any liability in whatsoever form to be created on, all or any part of the equity
interests it holds in the VIE without the written consent of the WFOE. This agreement is not terminated until all of the technical support
and consulting and service fees are fully paid under the exclusive business cooperation agreement and all of Shanghai Cango’ obligations
have been terminated under the other controlling agreements.
In March 2018, the following supplementary agreements were entered into:
1)
Financial support undertaking letter
Pursuant to the financial support undertaking letter, the Company is obligated to provide unlimited financial support to the VIE, to
the extent permissible under the applicable PRC laws and regulations. The Company will not request repayment of the loans or
borrowings if the VIE Entity or its shareholders do not have sufficient funds or are unable to repay.
2)
Resolutions of the sole director of Cango Inc. (the “Resolutions”)
The sole director resolved that each of Mr. Xiaojun Zhang, Mr. Jiayuan Lin and Mr. Yongyi Zhang (each, an “Authorized Officer”)
shall cause the WFOE to exercise its rights under the power of attorney agreements and the exclusive option agreement when the
Authorized Officer determines that such exercise is in the best interests of the Company and the WFOE to do so.
In the opinion of the Company’s legal counsel, (i) the ownership structure of the PRC subsidiaries and the VIE, does not violate
applicable PRC laws and regulations; (ii) each of the VIE Agreements is valid, binding and enforceable in accordance with its terms
and applicable PRC laws or regulations and will not violate applicable PRC laws or regulations; (iii) the financial support letter
issued by the Company to the VIE, dated on March 22, 2018 and the resolutions contained in the Resolutions are valid in accordance
with the articles of association of the Company and Cayman Islands Law.
However, uncertainties in the PRC legal system could cause the Company’s current ownership structure to be found in violation of
existing and/or future PRC laws or regulations and could limit the Company’s ability to enforce its rights under these contractual
arrangements. Furthermore, the nominee shareholders of the VIE may have interests that are different than those of the Company,
which could potentially increase the risk that they would seek to act contrary to the terms of the contractual agreements with the
VIE.
In addition, if the current structure or any of the contractual arrangements is found to be in violation of any existing or future PRC
laws or regulations, the Company could be subject to penalties, which could include, but not be limited to, revocation of business
and operating licenses, discontinuing or restricting business operations, restricting the Company’s right to collect revenues,
temporary or permanent blocking of the Company’s internet platforms, restructuring of the Company’s operations, imposition of
additional conditions or requirements with which the Company may not be able to comply, or other regulatory or enforcement
actions against the Company that could be harmful to its business. The imposition of any of these or other penalties could have a
material adverse effect on the Company’s ability to conduct its business.
F-14
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:09 EST
ˆ2001CSqkb@XRpD#eNŠ
7*
0C
2001CSqkb@XRpD#eN
56257 FIN 15
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
1.
ORGANIZATION - CONTINUED
As of December 31, 2021, RMB51,793,630 (US$8,127,551) restricted cash, RMB114,706,800 (US$18,000,000) short-term investment and
RMB945,403,768 (US$148,354,481) finance lease receivables are pledged or collateralized for the VIE’s obligations. Creditors of the VIE have
no recourse to the general credit of the Company, who is the primary beneficiary of the VIE, through its 100% controlled subsidiary Cangulong.
The Company has not provided any financial or other support that it was not previously contractually required to provide to the VIE during the
periods presented. The table sets forth the assets and liabilities of the VIE’s included in the Company’s consolidated balance sheets:
Cash and cash equivalents
Other current assets
Total current assets
Finance lease receivables—non-current
Other non-current assets
Total non-current assets
Total assets
Short-term debts
Other current liabilities
Total current liabilities
Long-term debts
Other non-current liabilities
Total non-current liabilities
Total liabilities
2020
RMB
As of December 31,
2021
RMB
US$
1,003,740,459 531,317,393
83,375,293
3,194,408,176 3,899,508,069 611,917,909
4,198,148,635 4,430,825,462 695,293,202
1,454,499,864 1,029,262,174 161,513,695
1,754,832,407 2,272,293,047 356,572,364
3,209,332,271 3,301,555,221 518,086,059
7,407,480,906 7,732,380,683 1,213,379,261
355,816,940 579,776,131
90,979,527
2,088,849,541 2,561,535,815 401,960,866
2,444,666,481 3,141,311,946 492,940,393
76,322,329
977,791,191 486,371,672
1,838,455
11,715,736
995,185,345 498,087,408
78,160,784
3,439,851,826 3,639,399,354 571,101,177
17,394,154
The VIE’s net asset balance was RMB3,967,629,080 and RMB4,092,981,329 (US$642,278,086) as of December 31, 2020 and 2021.
The table sets forth the results of operations of the VIE included in the Company’s consolidated statements of comprehensive income (loss):
Revenues
Net income
For the years ended December 31,
2019
RMB
1,440,068,825
353,558,726
2020
RMB
2,052,431,752
399,366,632
2021
RMB
3,921,688,104
37,717,411
US$
615,398,441
5,918,685
The table sets forth the cash flows of the VIE included in the Company’s consolidated statements of cash flows:
Net cash provided by (used in) operating activities
Net cash (used in) provided by investing activities
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash, cash equivalents and
restricted cash
2019
RMB
For the years ended December 31,
2020
RMB
2021
RMB
US$
405,810,921 (626,884,394) (374,886,851) (58,827,928)
(782,481,722) (81,038,760) 744,832,757 116,880,513
1,004,220,135 (71,082,260) (554,832,190) (87,065,278)
—
—
(55,087)
(8,644)
F-15
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:09 EST
ˆ2001CSqkb@XRucpeTŠ
8*
0C
2001CSqkb@XRucpeT
56257 FIN 16
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
1.
ORGANIZATION - CONTINUED
Consolidated trusts, asset-backed securities and asset backed note (“Trusts, ABSs and ABN”)
Since December 2017, the Company established several Trusts, ABSs and ABN to invest in automobile backed loans and consumer loans. The
Company contributed capital to these Trusts and ABSs, determined the investment strategy, and is the sole beneficiary of these Trusts, ABSs and
ABN.
These Trusts, ABSs and ABN are administered by third-party trust companies and security companies as the trustees. The Company consolidates
these Trusts, ABSs and ABN as it has the power to direct the activities that most significantly impacts their economic performance, the right to
share residual profits and the obligation to absorb losses of these Trusts, ABSs and ABN that potentially could be significant to the Company.
As of December 31, 2021, all the Trusts, ABSs and ABN were matured and redeemed. The table sets forth the assets and liabilities of the
consolidated Trusts and ABSs included in the Company’s consolidated balance sheets:
As of December 31,
Finance lease receivables – current
Other current assets
Total current assets
Finance lease receivable – non-current
Total non-current assets
Total assets
Long-term debts—current
Other current liabilities
Total current liabilities
Long-term borrowings
Total non-current liabilities
Total liabilities
F-16
2021
2020
RMB
RMB US$
605,746,128 — —
224,309 — —
605,970,437 — —
101,206,823 — —
101,206,823 — —
707,177,260 — —
401,761,874 — —
59,187 — —
401,821,061 — —
— — —
— — —
401,821,061 — —
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:09 EST
ˆ2001CSqkb@XRyQyezŠ
6*
0C
2001CSqkb@XRyQyez
56257 FIN 17
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The consolidated financial statements of the Company have been prepared in accordance with the generally accepted accounting principles of the
United States (“U.S. GAAP”).
Principles of consolidation
The consolidated financial statements include the financial statements of the Company, its subsidiaries, VIE, and the subsidiaries of the VIE. All
inter-company transactions and balances have been eliminated.
Use of estimates
The preparation of 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, disclosures of contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates reflected in the
Company’s consolidated financial statements include, but are not limited to revenue recognition, standalone selling price of the loan facilitation
and post-origination administrative services (“PAS”), allowance for accounts receivable, allowance for financing receivables, allowance for
finance lease receivables, fair value of risk assurance liabilities, allowance for contract assets, share-based compensation, valuation allowance for
deferred tax assets, assessment of recoverability of the Company’s property and equipment, intangible assets, uncertain tax positions, goodwill and
fair value of investments among others. Management bases these estimates on its historical experience and on various other assumptions that are
believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual
results could differ from these estimates.
Revenue recognition
The Company’s revenues are derived principally from 1) loan facilitation services and post-origination administrative services, 2) automobile
trading income, 3) finance lease services, 4) after-market services facilitation services, and 5) other income.
On January 1, 2019, the Company adopted ASC 606, Revenue from Contracts with Customers, using the modified retrospective method applied to
those contracts which were not completed as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under
ASC 606, while prior period amounts have not been adjusted and continue to be reported in accordance with the Company’s historic accounting
under ASC 605, Revenue recognition. The cumulative effect of adopting ASC 606 resulted in an increase of RMB17,585,853 to the opening
balance of retained earnings at January 1, 2019. Under ASC 606, revenue is recognized when control of the promised goods or services is
transferred to the Company’s customers, in an amount that reflects the consideration that the Company expects to be entitled to in exchange for
those goods or services, net of value-added tax (“VAT”). The Company determines revenue recognition through the following steps:
•
•
•
•
•
Identify the contract(s) with a customer;
Identify the performance obligations in the contract;
Determine the transaction price;
Allocate the transaction price to the performance obligations in the contract; and
Recognize revenue when (or as) the entity satisfies a performance obligation.
F-17
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:09 EST
ˆ2001CSqkb@XR#@weKŠ
7*
0C
2001CSqkb@XR#@weK
56257 FIN 18
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Loan facilitation services and PAS
The Company entered into non-risk assured and risk assured facilitation arrangements with various financial institutions. Borrowers that pass the
Company’s credit assessment are recommended to the financial institutions. Once the borrower is independently approved by the financial
institutions, the financial institutions will directly fund the borrower’s automobile purchase and the Company will earn a loan facilitation fee from
the financial institution and borrowers. The Company will provide PAS, such as tracking through telematics devices in the automobiles; and
sending short-message-service (“SMS”) payment reminder to borrowers, throughout the terms of the loans. In addition, for certain arrangements,
the Company provides risk assurance on the principal and accrued interest repayments of the defaulted loans to various financial institutions. The
Company determined that it is not the legal lender or legal borrower in the loan origination and repayment process, respectively. Therefore, the
Company does not record loan receivables and payable arising from the loans between borrowers and financial institutions on its consolidated
balance sheet.
The Company determines its customers to be both the financial institutions and borrowers. The Company considers the loan facilitation service,
PAS and risk assurance services as separate services, of which the risk assurance service is accounted for in accordance ASC 460, Guarantees
(“ASC 460”).
The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised
services to the customer, net of value-added tax. The transaction price includes variable service fees which are contingent on the borrower making
timely repayments. Variable consideration is estimated using the expected value method based on historical default rate, current and forecasted
borrower repayment trends and is limited to the amount of variable consideration that is probable not to be reversed in future periods. As a result,
the estimation of variable consideration involves significant judgement. The Company makes the assessment of whether the estimate of variable
consideration is constrained. Any subsequent changes in the transaction price will be allocated to the performance obligations on the same basis as
at contract inception.
The Company first allocates the transaction price to the risk assurance liabilities at fair value in accordance with ASC 460. The remaining
transaction price is then allocated to the loan facilitation services and PAS on a relative standalone selling price basis. The Company does not have
observable price for the loan facilitation services and PAS because the services are not provided separately. As a result, the estimation of
standalone selling price involves significant judgement. The Company estimates the standalone selling price of the loan facilitation and PAS using
the expected cost plus a margin approach.
The fee allocated to loan facilitation is recognized as revenue upon each successful loan facilitation, while the fee allocated to PAS are deferred
and amortized over the period of the loan on a straight-line method as the PAS services are performed. PAS revenue recognized in the years ended
December 31, 2019, 2020 and 2021 is RMB86,251,498, RMB73,775,464 and RMB41,561,564 (US$6,521,916), respectively.
The loan facilitation services and PAS are recorded as Loan facilitation income and other related income in the consolidated statements of
comprehensive income (loss).
Automobile trading transaction
The Company provides car trading services as a principal in which the Company purchases vehicles from suppliers which are vehicle
manufacturers or their first-tier car dealerships and sells the vehicles to customers which are other car dealerships. The revenue generated from
sale of vehicles is recognized at a point in time when the control of the vehicles is transferred from the Company to the customers when the
vehicles are delivered and their titles are passed on to the customers.
Finance lease services
The Company provides automobile finance lease services to individual borrowers. Financing lease income is recognized using the effective
interest method. Initial direct cost received and direct origination costs are generally deferred and amortized over the term of the related finance
lease receivables using the effective interest method and are removed from the consolidated balance sheets when the related finance lease
receivables are sold, charged off or paid in full.
F-18
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:09 EST
ˆ2001CSqkb@XS0p&e}Š
6*
0C
2001CSqkb@XS0p&e}
56257 FIN 19
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
After-market services income
The Company provides after-market services to car buyers which mainly include insurance facilitation service and car recovery and disposal
services.
After-market insurance facilitation service mainly involve facilitating personal accident insurance and automobile insurance, and offering anti-
theft package services. The Company first allocates the fair value of indemnification service under ASC 460 and then allocates the remaining
consideration to the after-market insurance facilitation service. After-market insurance facilitation service income is recognized at the point of
time facilitation services are performed
After-market car recovery and disposal services income mainly include delinquent asset management income for car recovery and disposal
services, which is recognized at the point of time when the company delivers the relevant service.
Business Combinations
The Company accounts for its business combinations using the purchase method of accounting in accordance with ASC 805, Business
Combinations (“ASC 805”). The purchase method of accounting requires that the consideration transferred to be allocated to the assets, including
separately identifiable assets and liabilities the Company acquired, based on their estimated fair values. The consideration transferred in an
acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments
issued as well as the contingent considerations and all contractual contingencies as of the acquisition date. The costs directly attributable to the
acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their
fair value as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total of cost of acquisition, fair
value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of
the identifiable net assets of the acquiree, is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the
subsidiary acquired, the difference is recognized directly in earnings.
The determination and allocation of fair values to the identifiable assets acquired, liabilities assumed and non-controlling interests is based on
various assumptions and valuation methodologies requiring considerable judgment from management. The most significant variables in these
valuations are discount rates, terminal values, the number of years on which to base the cash flow projections, as well as the assumptions and
estimates used to determine the cash inflows and outflows. The Company determines discount rates to be used based on the risk inherent in the
related activity’s current business model and industry comparisons. Terminal values are based on the expected life of assets, forecasted life cycle
and forecasted cash flows over that period.
F-19
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:09 EST
ˆ2001CSqkb@XS65sexŠ
10*
0C
2001CSqkb@XS65sex
56257 FIN 20
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
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 Company’s goodwill on December 31, 2021 was primarily related to the acquisition of Shanghai Chejia in 2018. In
accordance with ASC 350, Goodwill and Other Intangible Assets, (“ASC 350”), recorded goodwill amounts are not amortized, but rather are
tested for impairment annually or more frequently if there are indicators of impairment present.
The Company early adopted ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, (“ASU 2017-04”), which simplifies the accounting
for goodwill impairment by eliminating Step two from the goodwill impairment test. Under the new guidance, if a reporting unit’s carrying
amount exceeds its fair value, an entity will record an impairment charge based on that difference. The impairment charge will be limited to the
amount of goodwill allocated to that reporting unit. Fair value is primarily determined by computing the future discounted cash flows expected to
be generated by the reporting unit.
Pursuant to ASC 350, the Company elected to perform a qualitative assessment for the reporting unit of Cango Inc. As of December 31, 2020 and
2021, the Company completed its annual impairment test for goodwill. The Company evaluated all relevant factors including, but not limited to,
macroeconomic conditions, industry and market conditions and financial performance of Cango Inc. The Company weighed all factors in their
entirety and concluded that it was not more-likely-than-not the fair value was less than the carrying amount of the reporting unit, and further
impairment testing on goodwill was unnecessary.
Cost of revenues
Cost of revenues consist primarily of cost of vehicles, commissions paid to car dealers who refer borrowers to the Company, employee
compensation costs, leasing interest expense, cost of telematics devices installed in automobiles and third-party outsourcing fees for vehicle
repossession services. Cost of revenues are expensed as incurred when the corresponding services have been provided.
Foreign currency translation and transactions
The functional currency of the Company, Cango HK and Express Limited is the US$. The Company’s subsidiaries, VIE, and subsidiaries of the
VIE with operations in the PRC adopted RMB as their functional currencies. The determination of the respective functional currency is based on
the criteria stated in ASC 830, Foreign Currency Matters (“ASC 830”). The Company uses RMB as its reporting currency. The financial
statements of the Company, Cango HK and Express Limited are translated into RMB using the exchange rate as of the balance sheet date for
assets and liabilities and average exchange rate for the year for income and expense items. Translation gains and losses are recorded in
accumulated other comprehensive retained earnings (deficit), as a component of shareholders’ equity (deficit).
Transactions in currencies other than the functional currency are measured and recorded in the functional currency at the exchange rate prevailing
on the transaction date.
Monetary assets and liabilities denominated in currencies other than the functional currency are re-measured into the functional currency at the
rates of exchange prevailing at the balance sheet dates. Transaction gains and losses are recognized in the consolidated statements of
comprehensive income (loss) during the period or year in which they occur.
F-20
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:09 EST
ˆ2001CSqkb@XS996e‹Š
7*
0C
2001CSqkb@XS996e
56257 FIN 21
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Cash and cash equivalents
Cash and cash equivalents primarily consist of cash, investments in interest bearing demand deposit accounts, time deposits, and highly liquid
investments with original maturities of three months or less from the date of purchase and are stated at cost which approximates their fair value.
All cash and cash equivalents are unrestricted as to withdrawal and use.
Restricted cash
Restricted cash represents cash deposited with the respective financial institution customers as (i) general collaboration deposits, (ii) guarantee
deposits for risk assured arrangements and (iii) collateral for notes payable.
Financial institutions make corresponding deductions from the guarantee deposits for risk assured arrangements, when borrowers are delinquent in
their installment repayments and/or when loans are required to be purchased by the Company after a specified delinquency period. Such restricted
cash is not available to fund the general liquidity needs of the Company.
The balance of restricted cash deposited as general collaboration deposits was RMB140,785,028 and RMB149,343,409 (US$23,435,240) as of
December 31, 2020 and 2021, respectively. The balance of restricted cash deposited as guarantee deposits for risk assured arrangements was
RMB747,207,120 and RMB974,336,804 (US$152,894,706) as of December 31, 2020 and 2021, respectively. The balance of restricted cash
deposited as collateral for notes payable was RMB nil and RMB51,793,630 (US$8,127,551) as of December 31, 2020 and 2021, respectively.
Accounts receivable and allowance for doubtful accounts
Accounts receivable are recognized and carried at the original contract amount which will be invoiced, net of allowances for doubtful accounts.
An allowance for doubtful accounts is recorded in the period when loss is probable based on many factors, including the age of the balance, the
customer’s payment history and current economic trends. The Company reviews the accounts receivable on a periodic basis and makes general
and specific allowances when there is doubt as to the collectability of individual balances. Bad debts are written off after all collection efforts have
been exhausted.
Contract Assets and Liabilities
Contract assets represents the Company’s right to consideration in exchange for loan facilitation services that the Company has transferred to the
customer before payment is due. The Company assesses contract assets for impairment in accordance with ASC 310, Receivables.
Contract assets as of December 31, 2020 and 2021 was RMB645,992,745 and RMB1,325,397,497 (US$207,983,789), respectively. The remaining
unsatisfied performance obligations as of December 31, 2020 and 2021, pertaining to post-origination services amounted to RMB38,381,520 and
RMB5,461,882 (US$857,088), respectively.
Contract liabilities represents the Company’s obligation to transfer goods or services to a customer for which the entity has received consideration
(or an amount of consideration is due) from the customer and mainly consist of cash payment received in advance from customers of automobile
trading transactions and PAS, which is included in “Accrued expenses and other current liabilities” and “Other non-current liabilities” on
consolidated balance sheets. The amount of revenue recognized that was included in the contract liabilities balance at the beginning of the years
were RMB34.9 million and RMB89.3 million (US$14.1 million) for the years ended December 31, 2020 and 2021, respectively.
F-21
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:09 EST
ˆ2001CSqkb@XSC3C4Š
7*
0C
2001CSqkb@XSC3C4´
56257 FIN 22
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Short-term investments
All highly liquid investments such as time deposits and structured deposits with original maturities of greater than three months, but less than
twelve months, are classified as short-term investments. Investments such as wealth management products expected to be realized in cash during
the next twelve months are also included in short-term investments.
The Company accounts for short-term debt investments in accordance with ASC Topic 320 (“ASC 320”), Investments — Debt Securities, and
short-term equity investments in accordance with ASC Topic 321 (“ASC 321”), Investments — Equity Securities. The Company classifies the
short-term debt investments as “held-to-maturity”, “trading” or “available-for-sale”, whose classification determines the respective accounting
methods stipulated by ASC 320.
Debt securities that the Company has the positive intent and the ability to hold to maturity are classified as held-to-maturity securities and stated at
amortized cost. Such debt securities include time deposits, structured deposits and wealth management products in financial institutions.
Debt securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities. Unrealized
holding gains and losses for trading debt securities are included in earnings. Such debt securities include wealth management products.
Debt investments not classified as trading or as held-to-maturity are classified as available-for-sale securities. Available-for-sale investments are
reported at fair value, with unrealized gains and losses recorded in accumulated other comprehensive income (loss). Realized gains or losses are
included in earnings during the period in which the gain or loss is realized.
Any realized gains or losses on the sale of the short-term investments are determined on a specific identification method and are reflected in
earnings during the period in which gains or losses are realized. Interest income, realized and unrealized gains and losses from the short-term
investments are recorded in “Interest income” and “Net gain (loss) on equity securities” respectively in the consolidated statements of
comprehensive income (loss).
Derivative Instruments
In 2019, the Company entered into cross-currency interest rate swap contracts that allow the Company to buy US Dollars at a pre-determined
exchange rate and repay US Dollars borrowing with fixed interest rate on maturity date. The cross-currency interest rate swap contracts matured in
July 2020. In 2021, the Company entered into a cross-currency interest rate swap contract that allow the Company to buy HKD at a
pre-determined exchange rate and repay HKD borrowing with fixed interest rate on maturity date. The total notional amount of the outstanding
cross-currency interest rate swap contract was RMB nil and RMB103.6 million (US$16.3 million) as of December 31, 2020 and 2021,
respectively.
The Company accounts for the cross-currency interest rate swap contract in accordance with ASC 815, Derivatives and hedging. The cross-
currency interest rate swap contract was measured at fair value and classified as accrued expenses and other current liabilities within the
consolidated balance sheets. The Company estimates the fair value of the cross-currency interest rate swap contract at each reporting period using
a discounted cashflow model by using future net expected cashflow discounted at foreign exchange forward adjusted market yield. Any change in
the fair value of the cross-currency interest rate swap contracts are recorded as other income in the consolidated statement of comprehensive
income (loss) for each period until the contract matures, is terminated, or sold. During the years ended December 31, 2019, 2020 and 2021, the
unrealized losses recognized in the comprehensive income (loss) related to the cross-currency interest rate swap contract were RMB3.3 million,
RMB nil and RMB5.3 million (US$0.8 million), respectively.
The cross-currency interest rate swap contract may expose the Company to credit risk to the extent that the counterparty may be unable to meet
the terms of the arrangement. The Company mitigates this credit risk by transacting with major financial institutions with high credit ratings. The
Company did not pledge cash collateral for its cross-currency interest rate swap contract as of December 31, 2020 and 2021.
F-22
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:09 EST
ˆ2001CSqkb@XSGxN4+Š
9*
0C
2001CSqkb@XSGxN4+
56257 FIN 23
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Risk assurance liabilities
The Company provides risk assurance to various financial institution customers. The risk assurance liability requires the Company to either make
delinquent installment repayments or purchase the loans after a specified period on an individual loan basis. The risk assurance liability is
exempted from being accounted for as a derivative in accordance with ASC 815-10-15-58.
The risk assurance liability consists of two components. The Company’s obligation to stand ready to make delinquent payments or to purchase the
loan over the term of the arrangement (the non-contingent aspect) is accounted for in accordance with ASC 460 Guarantees (“ASC 460”). The
contingent obligation relating to the contingent loss arising from the arrangement is accounted for in accordance with ASC 450 Contingencies
(“ASC 450”). At inception, the Company recognizes the non-contingent aspect of the risk assurance liability at fair value, which is primarily based
on assumptions regarding probability of default, loss given default and margin rate, while considering the premium required by a third-party
market participant to issue the same risk assurance in a standalone transaction.
Subsequent to the initial recognition, the non-contingent aspect of the risk assurance liability is reduced over the term of the arrangement as the
Company is released from its stand ready obligation on a loan-by-loan basis based on the borrower’s repayment of the loan principal. The
contingent loss arising from the obligation to make future payments is recognized when borrower default is probable and the amount of loss is
estimable. The Company considers the underlying risk profile including delinquency status, overdue period, and historical loss experience when
assessing the probability of contingent loss. Borrowers are grouped based on common risk characteristics, such as product type. The Company
measured contingent loss based on the future payout of the arrangement estimated using the historical default rates of a portfolio of similar loans
less the fair value of the recoverable collateral.
Financing receivables
The Company records financing receivables in accordance with ASC 310-30 Loan and debt securities acquired with deteriorated credit quality
when it exercises its obligation to purchase a delinquent loan under the risk assurance obligation and obtains legal title to any subsequent
payments made by the borrower and the repossessed asset. Financing receivables are recorded at their purchase price, which is presumed to be the
financing receivables’ fair value. The Company subsequently records an allowance for financing receivables, if based on current information and
events, it is probable that the Company is unable to collect all of the expected cash flows at acquisition, plus additional cash flows expected to be
collected arising from changes in estimates after acquisition.
The Company derecognizes financing receivables upon physical possession of the repossessed asset, which includes the transfer of title through
the completion of regulatory proceedings. The Company derecognizes the financing receivables and records the repossessed asset at its estimated
fair value, less cost to sell, as other non-current assets on the consolidated balance sheet. Any difference between the estimated fair value of the
repossessed asset and the financing receivables is recognized in the consolidated statements of comprehensive income (loss). The Company
derecognized financing receivables of RMB66,742,161 and RMB140,834,287 (US$22,099,973) for the years ended December 31, 2020 and 2021,
respectively.
Repossessed assets are initially recognized at the fair value of the asset less estimated costs to sell. Any gain or loss from the disposal of the
repossessed assets are recognized in the consolidated statements of comprehensive income (loss).
Finance lease receivables
Finance lease receivables are carried at amortized cost comprising of original financing lease and direct costs, net of unearned income and
allowance for finance lease receivables. An account is considered delinquent if a substantial portion of a scheduled payment has not been received
by the date such payment was contractually due. Finance lease receivables are collateralized by vehicle titles and, subject to local laws, the
Company generally has the right to repossess the vehicle in the event the borrower defaults on the payment terms of the contract. Finance lease
receivables are divided among pools based on common risk characteristics, such as product and delinquent status. These pools are collectively
evaluated for impairment by management judgment. The allowance is aggregated for each of the pools. Provisions for finance lease receivables
are charged to operations in amounts sufficient to maintain the allowance for finance lease receivables at levels considered adequate to cover
probable losses inherent in our finance lease receivables.
F-23
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:09 EST
ˆ2001CSqkb@XSKcFe5Š
7*
0C
2001CSqkb@XSKcFe5
56257 FIN 24
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Impaired finance lease receivables
A finance lease receivable is considered impaired when, based on current information and events, it is probable that the Company will be unable
to collect all amounts due according to the terms of the contract. Factors such as payment history, compliance with terms and conditions of the
underlying financing lease agreement and other subjective factors related to the financial stability of the borrower are considered when
determining whether finance lease receivables are impaired.
Nonaccrual policy
The Company does not accrue lease income or interest income on finance lease principals, short-term consumer financing receivables and
financing receivables that are considered impaired or are more than 65 to 85 days past due depending on different funding partners. A
corresponding allowance is determined under ASC 450-20 and allocated accordingly. Accrual of financing lease income and interest income are
suspended on accounts that are delinquent, accounts in bankruptcy and accounts in repossession. Payments received on non-accrual finance lease
receivables, loans and financing receivables are first applied to any fees due, then to any interest due and, finally, any remaining amounts received
are recorded to principal. Interest accrual resumes once an account has received payments bringing the delinquency status to non-delinquent.
Allowance for finance lease receivables
The allowance for finance lease receivables is calculated using the PD and LGD model based on pools of finance lease receivables with similar
risk characteristics, including product type to arrive at an estimate of incurred losses in the portfolio. Allowance is calculated by multiplying the
PD by LGD for each pool. The PD and LGD model take into consideration factors of historical delinquency migration to loss and loss given
default. The Company adjusts the allowance that is determined by the PD and LGD model for various qualitative factors i.e. gross-domestic
product rates, per capita disposable income, interest rates and consumer price indexes and other considerations. Each of these macroeconomic
factors are equally weighted, and a score is applied to each factor based on year-on-year increases and decreases in that respective factor.
Finance lease receivables are charged off when a settlement is reached for an amount that is less than the outstanding balance or when the
Company has determined the balance is uncollectable. In general, the Company considers finance fee receivables meeting any of the following
conditions as uncollectable and charged-off: (i) death of the borrower; (ii) identification of fraud, and the fraud is officially reported to and filed
with relevant law enforcement departments or (iii) the amount remained outstanding 180 days past due and therefore deemed uncollectible;
(iv) the collateral are physically repossessed.
Treasury shares
The Company accounts for treasury shares using the cost method. Under this method, the cost incurred to purchase the shares is recorded in the
treasury shares account on the consolidated balance sheets.
Property and equipment, net
Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided using the straight-line method with the residual
value based on the estimated useful lives of the class of asset, which range as follows:
Category
Office and electronic equipment
Motor vehicles
Leasehold improvements
Estimated Useful Life
3-5 years
4 years
Over the shorter of the expected life of
leasehold improvements or the lease term
Estimated Residual Value
5%
5%
Nil
Costs associated with the repair and maintenance of property and equipment are expensed as incurred.
F-24
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-REP-013
22.3.29.0
RHK sumas0tv
HKG
25-Apr-2022 12:20 EST
ˆ2001CSqkb@XbHJ$e7Š
8*
0C
2001CSqkb@XbHJ$e7
56257 FIN 25
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Intangible assets
Intangible assets that have definite useful life primarily include purchased computer software. These intangible assets are amortized on a straight-
line basis over their estimated useful lives of the respective assets, which vary from 6-10 years. The weighted average amortization period for the
computer software is 9.26 years and 9.11 years as of December 31, 2020 and 2021, respectively.
Intangible assets that have indefinite useful life primarily include a purchased Insurance Brokerage License as of December 31, 2021. The
Company evaluates indefinite-lived intangible assets each reporting period to determine whether events and circumstances continue to support an
indefinite useful life. If an intangible asset that is not being amortized is subsequently determined to have a finite useful life, the asset is tested for
impairment immediately prior to the change in classification.
Research and development
Research and development expenses are primarily incurred in the development of new services, new features, and general improvement of the
Company’s technology infrastructure to support its business operations. Research and development costs are expensed as incurred unless such
costs qualify for capitalization as software development costs. In order to qualify for capitalization, (i) the preliminary project should be
completed, (ii) management has committed to funding the project and it is probable that the project will be completed and the software will be
used to perform the function intended, and (iii) it will result in significant additional functionality in the Company’s services. No research and
development costs were capitalized during any year presented as the Company has not met all of the necessary capitalization requirements.
Impairment of long-lived assets and intangible assets
Long-lived assets including intangible assets with definite lives, are assessed for impairment, whenever events or changes in circumstances
indicate the carrying value of an asset may not be recoverable in accordance with ASC 360, Property, Plant and Equipment (“ASC 360”). The
Company measures the carrying amount of long-lived assets against the estimated undiscounted future cash flows associated with it. Impairment
exists when the estimated undiscounted future cash flows are less than the carrying value of the asset being evaluated. Impairment loss is
calculated as the amount by which the carrying value of the asset exceeds its fair value. No impairment loss was recognized for the years ended
December 31, 2019, 2020 and 2021, respectively.
Intangible assets with indefinite lives, are assessed annually for impairment and more frequently if events or changes in circumstances indicate
that it is more likely than not that the asset is impaired in accordance with ASC 350, Intangibles – Goodwill and Other (“ASC 350”). Impairment
exists when the fair value is less than the carrying value of the asset being evaluated. Impairment loss is calculated as the amount by which the
carrying value of the asset exceeds its fair value. No impairment loss was recognized for the years ended December 31, 2019, 2020 and 2021,
respectively.
Employee defined contribution plan
Full time employees of the Company in the PRC participate in a government mandated multi-employer defined contribution plan pursuant to
which certain pension benefits, medical care, unemployment insurance, employee housing fund, and other welfare benefits are provided to
employees. Chinese labor regulations require that the Company make contributions to the government for these benefits based on a certain
percentage of the employee’s salaries. The Company has no legal obligation for the benefits beyond the contributions. The total amount that was
expensed as incurred was RMB66,584,898, RMB35,451,168 and RMB87,227,402 (US$13,687,883) for the years ended December 31, 2019, 2020
and 2021, respectively.
Value added taxes (“VAT”)
Since its inception, Shanghai Cango was certified as a general VAT taxpayer whose applicable tax rate was 6%. The subsidiaries of the VIE are all
general VAT taxpayers, except for Shanghai Wangtian Investment Co., Ltd., which is certified as small-scale VAT taxpayers with an applicable tax
rate of 3%. Shanghai Cango Network Technology Co., Ltd. (“Network Technology”) and Shanghai Cango Electronic Technology Co., Ltd.
(“Electronic Technology”) ’s applicable tax rate is 16% and 6% before April 1, 2019 and 13% and 6% after April 1, 2019, respectively. VAT is
reported as a deduction to revenue when incurred and amounted to RMB130,059,457, RMB207,266,214 and RMB478,981,515 (US$75,162,652)
for the years ended December 31, 2019, 2020 and 2021, respectively. Entities that are VAT general taxpayers are allowed to offset qualified input
VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded in accrued expenses
and other current liabilities on the consolidated balance sheets.
F-25
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-REP-013
22.3.29.0
RHK sumas0tv
HKG
25-Apr-2022 12:23 EST
ˆ2001CSqkb@XiT1ve*Š
11*
0C
2001CSqkb@XiT1ve*
56257 FIN 26
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Income taxes
The Company recognizes income taxes under the liability method. Deferred income taxes are recognized for differences between the financial
reporting and tax bases of assets and liabilities at enacted tax rates in effect for the years in which the differences are expected to reverse. The
Company records a valuation allowance against the amount of deferred tax assets that it determines is not more-likely-than-not to be realized. The
effect on deferred taxes of a change in tax rates is recognized in earnings in the period that includes the enactment date.
The Company applies the provisions of ASC 740, Income Taxes (“ASC 740”), in accounting for uncertainty in income taxes. ASC 740 clarified
the accounting for uncertainty in income taxes by prescribing the recognition threshold a tax position is required to meet before being recognized
in the financial statements. The Company has elected to classify interest and penalties related to an uncertain tax position (if and when required) as
part of income tax expense in the consolidated statements of comprehensive income (loss). As of and for the years ended December 31, 2019,
2020 and 2021, the amounts of unrecognized tax benefits as well as interest and penalties associated with uncertainty in income taxes were
insignificant.
Segment information
In accordance with ASC 280-10, Segment Reporting: Overall (“ASC 280-10”), the Company’s chief operating decision maker (“CODM”) has
been identified as the Chief Executive Officer, who makes resource allocation decisions and assesses performance based on the consolidated
financial results as a whole. As a result, the Company has only one reportable segment. As the Company’s long-lived assets and revenue are
substantially located in and derived from the PRC, no geographical segment is presented.
Comprehensive income (loss)
Comprehensive income (loss) is defined as the changes in equity of the Company during a period from transactions and other events and
circumstances excluding transactions resulting from investments by owners and distributions to owners. For each of the periods presented, the
Company’s comprehensive income (loss) includes net income, foreign currency translation adjustments and unrealized (losses) gains on
available-for-sale securities and is presented in the consolidated statements of comprehensive income (loss).
Operating leases
Leases where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted for as operating leases. Rentals
applicable to such operating leases are recognized on a straight-line basis over the lease term. Certain operating lease agreements contain rent
holidays. Rent holidays are considered in determining the straight-line rent expense to be recorded over the lease term.
Fair value measurements
Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required
or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it
considers assumptions that market participants would use when pricing the asset or liability.
Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest
level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure
fair value:
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.
Accounting guidance also 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.
F-26
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-LPF-677
22.3.29.0
RHK pitca0dc
HKG
26-Apr-2022 00:16 EST
ˆ2001CSqkb@cN&c2e6Š
7*
0C
2001CSqkb@cN&c2e6
56257 FIN 27
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-CONTINUED
Fair value measurements-continued
Financial assets and liabilities of the Company primarily consist of cash and cash equivalents, restricted cash, short-term investment, finance lease
receivables, financing receivables, short-term consumer financing receivables, other current assets, short-term and long-term debts, derivative
financial liability, income tax payable, accrued expenses and other liabilities. The carrying amounts of these financial instruments, except for
short-term investment, derivative financial liability, non-current portion of restricted cash, non-current finance lease receivables and long-term
debts, approximate their fair values because of their generally short maturities. The short-term equity security was valued based on broker quotes.
The derivative financial liability was valued based on inputs derived from or corroborated by observable market data. The carrying amount of
non-current portion of restricted cash, non-current finance lease receivables and long-term debts approximates their fair values due to the fact that
the related interest rates approximate rates currently offered by financial institutions for similar debt instruments of comparable maturities.
Share-based compensation
The Company accounts for share-based compensation in accordance with ASC 718, Compensation-Stock Compensation (“ASC 718”).
The Company recognizes the compensation costs net of estimated forfeitures using the straight-line method, over the applicable vesting period for
each separately vesting portion of the award. The estimate of forfeitures is adjusted over the requisite service period to the extent that actual
forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures is recognized through a cumulative catch-up
adjustment in the period of change and also impact the amount of share-based compensation expense to be recognized in future periods.
A change in any of the terms or conditions of share options is accounted for as a modification of share options. The Company calculates the
incremental compensation cost of a modification as the excess of the fair value of the modified option over the fair value of the original option
immediately before its terms are modified, measured based on the share price and other pertinent factors at the modification date. For vested
options, the Company recognizes incremental compensation cost in the period the modification occurred. For unvested options, the Company
recognizes, over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized
compensation cost for the original award on the modification date. The Company, with the assistance of an independent third-party valuation firm,
determined the fair value of share-based awards granted to employees.
Earnings per share
The Company computes earnings per Class A and Class B ordinary shares in accordance with ASC 260, Earnings Per Share (“ASC 260”), using
the two-class method. Under the provisions of ASC 260, basic earnings per share is computed using the weighted average number of ordinary
shares outstanding during the period except that it does not include unvested ordinary shares subject to repurchase or cancellation.
Diluted earnings per share is computed using the weighted average number of ordinary shares and, if dilutive, potential ordinary shares
outstanding during the period. Potentially dilutive securities have been excluded from the computation of diluted net income per share if their
inclusion is anti-dilutive. Potential ordinary shares consist of the incremental ordinary shares issuable upon the exercise of stock options and
restricted shares subject to forfeiture. The dilutive effect of outstanding stock options and restricted shares is reflected in diluted earnings per share
by application of the treasury stock method. The computation of the diluted earnings per Class A ordinary share assumes the conversion of Class B
ordinary shares to Class A ordinary shares, while diluted earnings per Class B ordinary share does not assume the conversion of such shares.
The liquidation and dividend rights of the holders of the Company’s Class A and Class B ordinary shares are identical, except with respect to
voting rights. As a result, and in accordance with ASC 260, the undistributed earnings for each year are allocated based on the contractual
participation rights of the Class A and Class B ordinary shares as if the earnings for the year had been distributed. As the liquidation and dividend
rights are identical, the undistributed earnings are allocated on a proportionate basis. Further, as the conversion of Class B ordinary shares is
assumed in the computation of the diluted earnings per Class A ordinary share, the undistributed earnings are equal to net income for that
computation.
For the purposes of calculating the Company’s basic and diluted earnings per Class A and Class B ordinary shares, the ordinary shares relating to
the options that were exercised are assumed to have been outstanding from the date of exercise of such options.
F-27
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN09
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:08 EST
ˆ2001CSqkb@XQm44e:Š
7*
0C
2001CSqkb@XQm44e:
56257 FIN 28
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Government grants
Government grants include cash subsidies received by the Company’s entities in the PRC from local governments as incentives for investing in
certain local districts and are typically granted based on the amount of investment made by the Company in these local districts. Such grants allow
the Company full discretion in utilizing the funds and are used by the Company for general corporate purposes. The Company recognize
government grants as other income when cash is received from the government.
Convenience translation for financial statements presentation
Translations of amounts from RMB into US$ for the convenience of the reader have been calculated at the exchange rate of RMB6.3726 per
US$1.00 on December 30, 2021, as published on the website of the United States Federal Reserve Board. No representation is made that the RMB
amounts could have been, or could be, converted into U.S. dollars at such rate.
Impact of COVID-19
In December 2019, the COVID-19 pandemic began to impact the population in China and since January 2020, the COVID-19 pandemic has
spread around the world. The continued spread of COVID-19, despite progress in vaccination efforts, has negatively impacted our business and
results of operations. In addition, COVID-19 has resulted in significant governmental measures being implemented to control the spread of the
virus, including quarantines, travel restrictions, social distancing and business shutdowns. The extent to which such measures are removed or new
measures are put in place will depend upon how the pandemic evolves, as well as the distribution of available vaccines, the rates at which they are
administered and the emergence of new variants of the virus. We have taken precautionary measures intended to help minimize the risk of the
virus to our employees, including temporarily requiring many employees to work remotely. We have suspended or limited non-essential travel
worldwide for our employees and are discouraging employee attendance at other gatherings. These measures could negatively affect our business.
For instance, temporarily requiring all employees to work remotely may induce absenteeism or employee turnover, disrupt our operations or
increase the risk of a cybersecurity incident. COVID-19 has also caused volatility in the global financial markets and threatened a slowdown in the
global economy, which may negatively affect our business, results of operations, and financial condition. the COVID-19 pandemic severely
disrupted the domestic automotive industry. The Company’s loan facilitated income and other related income declined while the M1+ and M3+
overdue ratio rose compared to the prior period.
The extent to which the COVID-19 pandemic may continue to impact our business will depend on future developments, which are highly
uncertain and cannot be predicted with confidence, such as the duration of the pandemic, the severity of COVID-19, including the continued
emergence of new variants, developments or perceptions regarding the safety of vaccines, or any additional preventative and protective actions
taken to contain the pandemic or treat its impact, particularly in China where we or our third-party contractors and collaborators operate. We
cannot presently predict the scope and severity of any potential business shutdowns or disruptions and any new wave of COVID-19 cases could
have a widespread impact on our business and results of operations depending on where infection rates are the highest. Almost all of which are
beyond the Company’s control. As a result, certain of the Company’s estimates and assumptions, including the revenue recognition, allowance for
accounts receivable, allowance for financing receivables, allowance for finance lease receivables and fair value of risk assurance liabilities,
require significant judgments and carry a higher degree of variabilities and volatilities that could result in material changes to the Company’s
current estimates in future periods.
F-28
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN09
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:08 EST
ˆ2001CSqkb@XQs@beCŠ
7*
0C
2001CSqkb@XQs@beC
56257 FIN 29
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Significant risks and uncertainties
Currency convertibility risk
Substantially all of the Company’s businesses are transacted in RMB, which is not freely convertible into foreign currencies. All foreign exchange
transactions take place either through the People’s Bank of China (“PBOC”) or other authorized financial institution at exchange rates quoted by
PBOC. Approval of foreign currency payments by the PBOC or other regulatory institutions requires submitting a payment application form
together with suppliers’ invoices and signed contracts.
Concentration of credit risk
Financial assets that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted
cash, short-term and long-term investments, financing receivables, finance lease receivables and accounts receivable.
The Company places its cash and cash equivalents and short-term investments, with reputable financial institutions which have high-credit ratings.
There has been no recent history of default related to these financial institutions.
The Company manages credit risk of accounts receivable, financing receivables and finance lease receivables through ongoing monitoring of the
outstanding balances.
Concentration of customers
Approximately provision of services to two financial institutions which individually contributed to over 10% revenue derive 39.1% and 36.5% for
the years ended December 31, 2019 and 2020, and to one financial institution derives 16.8% of revenue for the year ended December 31, 2021,
respectively.
Interest rate risk
The Company is exposed to interest rate risk on its interest-bearing assets and liabilities. As part of its asset and liability risk management, the
Company reviews and takes appropriate steps, including using derivative financial instruments to economically manage its interest rate exposures
on its interest-bearing assets and liabilities. The Company has not been exposed to material risks due to changes in market interest rates.
Borrower default risk
The Company entered into certain risk assured facilitation arrangements whereby it is obligated to purchase delinquent loans from financial
institutions. The Company’s operating results could be adversely affected by a significant increase in the overall borrower default rate for loans
facilitated under such arrangements. The Company manages its borrowers’ default risk by performing credit checks on each prospective borrower
and ongoing monitoring of the Company overall loan portfolio facilitated through the risk assured facilitation arrangement.
Business and economic risk
The Company believes that changes in any of the following areas could have a material adverse effect on the Company’s future financial position,
results of operations or cash flows; changes in the overall demand for services; competitive pressures due to new entrants; advances and new
trends in new technologies and industry standards; changes in certain strategic relationships; regulatory considerations and risks associated with
asset quality and the Company’s ability to attract employees necessary to support its growth and risks related to outbreaks of epidemics, such as
COVID-19. The Company’s operations could also be adversely affected by significant political, regulatory, economic and social uncertainties in
the PRC.
Comparative Information
Certain items in the consolidated financial statements have been adjusted to conform with the current year’s presentation to facilitate comparison.
F-29
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN09
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:08 EST
ˆ2001CSqkb@XQ!CT4mŠ
6*
0C
2001CSqkb@XQ!CT4m
56257 FIN 30
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Recent accounting pronouncements
As a company with less than US$1.07 billion in revenue for the last fiscal year, the Company qualifies as an “emerging growth company”, or
EGC, pursuant to the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. An EGC may take advantage of specified
reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include a provision that an
emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company
is otherwise required to comply with such new or revised accounting standards. The Company will take advantage of the extended transition
period.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 specifies the accounting for leases.
For operating leases, ASU 2016-02 requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of
the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease
is allocated over the lease term, on a generally straight-line basis. In accordance with ASU 2019-10, Effective Dates to Financial Instruments—
Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). Leases (Topic 842) is effective for the Company for
fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. In May 2020, the
FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities,
which defers the effective date of lease of the Company to fiscal years beginning after December 15, 2021, and interim periods within fiscal years
beginning after December 15, 2022. Early application continues to be permitted. The Company will use by modified retrospective method and
will not restate comparable periods. The Company will elect the package of practical expedients permitted under the transition guidance, which
allow the Company to carry forward the historical lease classification, the assessment whether a contract is or contains a lease and initial direct
costs for any leases that exist prior to adoption of the new standard. The Company will also elect the practical expedient not to separate lease and
non-lease components for certain classes of underlying assets and the short-term lease exemption for contracts with lease terms of 12 months or
less. Right-of-use assets and lease liabilities will be recognized on the Company’s consolidated balance sheet. The Company currently believes the
most significant change will be related to the recognition of approximate RMB 97 million (US$15 million) right-of-use assets and RMB
94 million (US$15 million) lease liabilities on the Company’s balance sheet for certain in-scope operating leases. The Company does not expect
any material impact on net assets and the consolidated statement of comprehensive income (loss) as a result of adopting the new standard.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on
Financial Instruments and respective amendments (“ASU 2016-13”). ASU 2016-13 is intended to improve financial reporting by requiring
timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. This ASU
requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current
conditions, and reasonable and supportable forecasts. This ASU requires enhanced disclosures to help investors and other financial statement users
better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of
the Company’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the
amounts recorded in the financial statements. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326,
Financial Instruments —Credit Losses (“ASU 2018-19”), which amends ASU 2016-13 to clarify that receivables arising from operating leases are
not within the scope of Subtopic 326-20, and instead, impairment of such receivables should be accounted for in accordance with Topic 842,
Leases. ASU 2016-13 and ASU 2018-19 are effective for fiscal years and interim periods within those years beginning after December 15, 2022,
with early adoption permitted as of the fiscal years beginning after December 15, 2018. An entity will apply the amendments in these updates
through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that
is, a modified-retrospective approach). In February 2020, the FASB issued ASU 2020-02, Financial Instruments—Credit Losses (Topic 326) and
Leases (Topic 842)—Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective
Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842). For Credit Losses (Topic 326), it added the accounting for loan
losses by registrants engaged in lending activities subject to FASB ASC Topic 326. This staff interpretation applies to all registrants that are
creditors in loan transactions that, individually or in the aggregate, have a material effect on the registrant’s financial condition. The Company is
currently in the process of evaluating and believes the most significant change will be related to the recognition of addition allowance for accounts
receivable, finance lease receivables, short-term consumer financing receivables and financing receivables, and provision for risk assurance
liabilities and plans to adopt the Topic 326 for fiscal years and interim periods within those years beginning after December 15, 2022.
F-30
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN09
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:08 EST
ˆ2001CSqkb@XR4w&4aŠ
6*
0C
2001CSqkb@XR4w&4a
56257 FIN 31
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Recent accounting pronouncements-continued
In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes-Income Taxes (Topic 740). The amendments in
this Update simplify the accounting for income taxes by removing the some of the exceptions and simplify the accounting for income taxes. The
ASU is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022.
Early adoption of the amendments is permitted, including adoption in any interim period for which financial statements have not yet been made
available for issuance. The Company is evaluating the effects, if any, of the adoption of these guidance on the Company’s financial position,
results of operations and cash flows.
In October 2021, the FASB issued ASU No. 2021-10, Disclosures by Business Entities about Government Assistance (Topic 832). The
amendments in this Update increase the transparency of government assistance including the disclosure of (1) the types of assistance, (2) an
entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. Diversity currently exists in the
recognition, measurement, presentation, and disclosure of government assistance received by business entities because of the lack of specific
authoritative guidance in generally accepted accounting principles (GAAP). Requiring disclosures about government assistance in the notes to
financial statements will provide comparable and transparent information to investors and other financial statement users to enable them to
understand an entity’s financial results and prospects for future cash flows. The amendments in this Update apply to business entities (all entities
except for not-for-profit entities within the scope of Not-for-Profit Entities (Topic 958), and employee benefit plans within the scope of Plan
Accounting—Defined Benefit Pension Plans (Topic 960), Plan Accounting—Defined Contribution Pension Plans (Topic 962), and Plan
Accounting—Health and Welfare Benefit Plans (Topic 965)) that account for a transaction with a government by applying a grant or contribution
accounting model by analogy to other accounting guidance. The amendments in this Update require the following annual disclosures about
transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy:
1)
2)
3)
Information about the nature of the transactions and the related accounting policy used to account for the transactions
The line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial
statement line item
Significant terms and conditions of the transactions, including commitments and contingencies
The amendments in this Update are effective for all entities within their scope for financial statements issued for annual periods beginning after
December 15, 2021. Early application of the amendments is permitted. An entity should apply the amendments in this Update either
(1) prospectively to all transactions within the scope of the amendments that are reflected in financial statements at the date of initial application
and new transactions that are entered into after the date of initial application or (2) retrospectively to those transactions. The Company is
evaluating the effects, if any, of the adoption of these guidance on the Company’s financial position, results of operations and cash flows.
F-31
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-REP-013
22.3.29.0
RHK sumas0tv
HKG
25-Apr-2022 12:29 EST
ˆ2001CSqkb@Xk5RWeHŠ
12*
0C
2001CSqkb@Xk5RWeH
56257 FIN 32
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
3.
SHORT-TERM INVESTMENTS
As of December 31, 2021, short-term investments include as follows: (a) wealth management products mainly issued by Industrial Bank Co., Ltd.,
which are redeemable by the Company at any time; (b) time deposit mainly in Bank of Shanghai (Hong Kong) Limited and Bank of Shanghai Co.,
Ltd. ranging from three months to one year; and (c) investment in Li Auto.
As of December 31, 2019, subsequent to the adoption of ASC 321, the investment in Li Auto was accounted for as an equity investment at fair
value, using the measurement alternative, given Li Auto was still a privately-held company at that time. The investment was recorded in long-term
investment. In July 2020, Li Auto completed its initial public offering on the Nasdaq Global Select Market (“Li Auto IPO”) and the shares held by
the Company were converted to Class A ordinary shares of Li Auto. Upon the completion of Li Auto IPO, the Company reclassified this
investment from equity investments without readily determinable fair value to equity investments with readily determinable fair value. This
security is valued using the market approach based on the quoted prices in active markets at the reporting date. The Company classifies the
valuation techniques that use these inputs as Level 1 of fair value measurements.
Debt securities:
Held-to-maturity time deposit
Equity securities:
Marketable wealth management products
Marketable investment in Li Auto
Total short-term investments
As of December 31,
2020
RMB
2021
RMB
US$
584,229,003
1,803,362,875
282,986,987
71,584,410
3,686,543,199
4,342,356,612
330,857,592
464,715,237
2,598,935,704
51,918,777
72,923,961
407,829,725
The gross unrecognized holding gain or loss on the held-to-maturity time deposit was RMB nil and RMB nil (US$ nil) as of December 31, 2020
and 2021, respectively. For the years ended December 31, 2019, 2020 and 2021, interest income related to debt securities was RMB51,574,467,
RMB34,901,335 and RMB26,373,471 (US$4,138,573), respectively.
Changes in fair value due to the fluctuation of the share price are recognized in net gain (loss) on equity securities while changes in fair value due
to the fluctuation of the foreign exchange rate are recognized in other comprehensive income (loss).
4.
ACCOUNTS RECEIVABLE, NET
Accounts receivable and the related allowance for doubtful accounts are summarized as follows:
As of December 31,
2020
RMB
2021
RMB
US$
Accounts receivable
Less: Allowance for doubtful accounts
Accounts receivable, net
141,594,170 223,544,396 35,078,994
—
141,594,170 223,544,396 35,078,994
—
—
No amounts have been written off during the years ended December 31, 2019, 2020 and 2021, respectively.
5.
GOODWILL
The changes in the carrying amount of goodwill for the years ended December 31, 2020 and 2021 were as follows:
Balance at December 31, 2019
Balance at December 31, 2020
Goodwill acquired
Balance at December 31, 2021
F-32
As of December 31,
RMB
145,063,857
145,063,857
3,594,114
148,657,971
US$
20,837,119
22,232,009
563,995
23,327,680
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN09
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:08 EST
ˆ2001CSqkb@XRKXjevŠ
9*
0C
2001CSqkb@XRKXjev
56257 FIN 33
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
6.
FINANCE LEASE RECEIVABLES, NET
6.1
Finance lease receivables consists of the following:
Finance lease receivables
Add: unamortized initial direct costs
Less: unearned income
Less: allowance for finance lease receivables—collective
Total finance lease receivables, net
Finance lease receivables—current
Finance lease receivables—non-current
As of December 31,
2020
RMB
2021
RMB
US$
390,796
3,848,670,074 2,716,511,586 426,279,946
60,977
(335,437,061) (241,256,613) (37,858,426)
(5,055,513)
3,489,897,389 2,443,426,799 383,426,984
(23,726,420)
(32,216,759)
388,585
2,035,397,525 1,414,164,625 221,913,289
1,454,499,864 1,029,262,174 161,513,695
6.2 The following table presents the future minimum lease payments to be received:
Finance lease receivables
Finance lease receivables
2022
RMB
2023
RMB
2024
RMB
2025
RMB
2026
RMB
Total
RMB
1,519,798,191 896,477,696 249,411,737 33,033,582 17,790,380 2,716,511,586
US$
US$
US$
US$
US$
US$
238,489,500 140,676,913 39,138,144 5,183,690 2,791,699 426,279,946
6.3 The following table presents the aging of finance lease receivables principal as of December 31, 2020 and 2021:
Aging of finance lease receivables principal:
Current
1-30 days past due
31-60 days past due
61-90 days past due
91-120 days past due
121-150 days past due
151-180 days past due
6.4 Movement of allowance for finance lease receivables is as follows:
Balance at the beginning of the year
Additions
Charge-offs
Balance at the end of the year
F-33
As of December 31,
2020
RMB
2021
RMB
US$
3,423,777,666 2,366,189,534 371,306,770
90,969,086 14,275,035
987,173
6,290,856
573,839
3,656,847
607,130
3,868,995
345,509
2,201,790
387,041
2,466,450
3,513,623,809 2,475,643,558 388,482,497
68,919,540
7,515,295
5,260,689
3,678,200
2,570,865
1,901,554
As of December 31,
2020
RMB
2021
RMB
US$
19,088,837 23,726,420 3,723,193
36,282,049 25,839,117 4,054,721
(31,644,466) (17,348,778) (2,722,401)
23,726,420 32,216,759 5,055,513
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN09
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:08 EST
ˆ2001CSqkb@XRSN6e~Š
9*
0C
2001CSqkb@XRSN6e~
56257 FIN 34
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
7.
PREPAYMENTS AND OTHER CURRENT ASSETS
Prepayments and other current assets consist of the following:
Prepayments for vehicles
Vehicles and telematics devices
Deposits held by third-parties
Other receivables from third parties
Accrued input value-added tax
Prepaid expenses
Interest receivables
Loan to suppliers
Others
8.
INTANGIBLE ASSETS
Intangible assets consist of the following:
Finite-lived intangible asset:
Software
Less: Accumulated amortization
Total finite-lived intangible asset
Indefinite-lived intangible asset:
License*
Total infinite-lived intangible asset
As of December 31,
2021
2020
RMB
US$
RMB
403,116,119 712,544,814 111,813,830
54,725,824 131,722,840 20,670,188
7,559,901
18,171,682 48,176,225
5,192,966
10,461,282 33,092,696
3,597,009
26,623,275 22,922,301
1,565,612
9,977,021
14,331,513
887,398
5,655,031
4,889,508
—
—
1,573,800
24,467,956 18,857,709
2,959,187
558,360,959 982,948,637 154,246,091
As of December 31,
2020
RMB
2021
RMB
US$
4,164,764 5,796,893 909,659
(2,368,396) (2,956,852) (463,995)
1,796,368 2,840,041 445,664
43,091,503 43,091,503 6,761,998
43,091,503 43,091,503 6,761,998
44,887,871 45,931,544 7,207,662
Amortization expenses of finite-lived intangible asset for the years ended December 31, 2019, 2020 and 2021 were RMB496,072, RMB393,547
and RMB588,456 (US$92,342), respectively.
The estimated useful life of the intangible assets are 6-10 years. The estimated aggregate amortization expenses for each of the five succeeding
fiscal years are as follows:
Software
Software
2022
RMB
2026
RMB
638,471 335,489 329,697 328,671 270,141
2025
RMB
2023
RMB
As of December 31,
2024
RMB
US$
US$
100,190 52,646 51,737 51,576 42,391
US$
US$
US$
*
The Company acquired Fushun Insurance Brokerage Co., Ltd in 2019. The acquisition met the “substantially all of the fair value of the gross
assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets” criteria and is not considered a business
combination in accordance with ASC Topic 805.
F-34
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-REP-013
22.3.29.0
RHK sumas0tv
HKG
25-Apr-2022 12:24 EST
ˆ2001CSqkb@XjTyGe0Š
13*
0C
2001CSqkb@XjTyGe0
56257 FIN 35
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
9.
SHORT-TERM AND LONG-TERM DEBTS
Short-term debts consist of the following:
Name
Short-term borrowings
Name
Short-term borrowings
Long-term debts consist of the following:
Name
Securitization debt payables (i)
Co-financing debt payables (ii)
Long-term borrowings
Name
Co-financing debt payables (ii)
Long-term borrowings
Fixed annual rate (%)
Term
As of December 31, 2020
RMB
3.40%-6.80%
1-12 months
355,816,940
Fixed annual rate (%)
Term
As of December 31, 2021
3.75%-6.5%
1-12 months
RMB
579,776,131
US$
90,979,527
Fixed annual rate (%)
Term
As of December 31, 2020
RMB
4.73%-6.00%
5.50%-6.60%
4.75%-6.00%
18-20 months
24-36 months
36 months
401,761,874
1,697,757,491
107,055,556
2,206,574,921
Fixed annual rate (%)
Term
5.50%-6.60%
4.45%-6.00%
24-36 months
15-36 months
As of December 31, 2021
US$
RMB
149,773,118
954,444,171
73,744,133
469,941,863
223,517,251
1,424,386,034
(i)
In the ordinary course of business, the Company transfers finance leases to certain Funding Partners. The Company periodically securitizes its
finance lease receivables through the transfer of those assets to a securitization vehicle. The securitization vehicle then issues debt securities to
third-party investors and the company held all subordinated tranches. However, in accordance with ASC 860 Transfers and Servicing the finance
leases (“ASC 860”), the finance lease receivables are not derecognized upon transfer as they are not legally isolated. Hence, the Company
continues to report the transferred finance leases in the consolidated balance sheets and accounts for the proceeds from the transfer as a secured
borrowing with pledge of collateral. As of December 31, 2020 and 2021, balance of securitization debt payables amounting to RMB401,761,874
and RMB nil (US$ nil) are derived from such finance lease transfer.
(ii) The Company provides consumer loans to borrowers through commercial banks. The Company is required to make scheduled payments to the
commercial banks regardless of borrower repayments.
Financing lease receivables amounting to RMB1,083,014,892 were collateralized for a majority of short-term borrowings and securitization debt
payables as of December 31, 2020, and RMB945,403,768 (US$148,354,481) were collateralized for a majority of short-term borrowings and
long-term borrowings as of December 31, 2021.
The weighted average interest rate for the outstanding debts was approximately 5.92% and 5.72% as of December 31, 2020 and 2021. The
aggregate amounts of unused lines of credit for short-term borrowings were RMB705 million and RMB615 million (US$96 million), and for long-
term borrowings were RMB193 million and RMB1,012 million (US$159 million) as of December 31, 2020 and 2021, respectively.
The following table sets forth the contractual obligations of long-term debts—non-current which has not included impact of discount of time value
as of December 31, 2020 and 2021:
As of December 31, 2020 (RMB)
Long-term debts – non-current
As of December 31, 2021 (RMB)
Long-term debts – non-current
As of December 31, 2021 (US$)
Long-term debts – non-current
Less than 1 year
1 - 2 years
2 -3 years
Total
Payment due by period
62,363,881
663,503,529
368,390,299
1,094,257,709
29,956,101
490,167,979
24,730,673
544,854,753
4,700,766
76,918,052
3,880,782
85,499,600
F-35
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN09
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:08 EST
ˆ2001CSqkb@XRbwY4yŠ
12*
0C
2001CSqkb@XRbwY4y
56257 FIN 36
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
10. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consist of the following:
Short-term contract liability
Notes Payable
Customer advances
Payable to dealers
Payable to employees
Deposit due to third-parties
Other tax payables
Accrued professional service fees
Derivative financial liability
Payable to suppliers
Interest payable
Others
Notes
i
ii
2020
RMB
113,860,926
—
23,032,980
37,610,651
66,058,774
19,105,683
26,851,725
4,630,000
—
5,090,553
1,237,131
27,255,779
324,734,202
As of December 31,
2021
RMB
325,857,410
123,803,438
77,811,758
50,680,407
34,285,667
18,891,289
16,494,783
8,697,657
5,346,389
4,003,912
2,667,405
50,495,262
719,035,377
US$
51,134,138
19,427,461
12,210,363
7,952,862
5,380,169
2,964,455
2,588,391
1,364,852
838,965
628,301
418,574
7,923,811
112,832,342
(i)
In the ordinary course of business, the Company uses non-interest bearing bank acceptance drafts to settle payment with the automobile suppliers.
The balance of restricted cash deposited as collateral for such notes payable was RMB nil and RMB51,793,630 (US$8,127,551) as of
December 31, 2020 and 2021, respectively. The aggregate amounts of unused lines of credit for notes payable was RMB38 million and RMB921
million (US$145 million) as of December 31, 2020 and 2021, respectively.
(ii) Customer advances relate to automobile customer’s deposit balances that are paid before a purchase contract is executed.
11. RISK ASSURANCE LIABILITIES
The movement of risk assurance liabilities during the years ended December 31, 2020 and 2021 are as follows:
Balance at the beginning of the year
Fair value of risk assurance liabilities upon the inception of new loans
Performed risk assurance liabilities
Net loss on risk assurance liabilities
Balance at the end of the year
As of December 31,
2020
RMB
2021
RMB
US$
259,952,473 460,829,299 72,314,173
348,921,174 443,831,604 69,646,863
(150,312,528) (403,388,438) (63,300,448)
2,268,180 197,750,449 31,031,361
460,829,299 699,022,914 109,691,949
The maximum potential undiscounted future payment which the Company would be required to make under its risk assurance obligation is
RMB14,540,230,427 and RMB31,335,737,264 (US$4,917,260,971) as of December 31, 2020 and 2021, respectively. The Company changed
provisions of risk assurance with certain financial institution in 2021. The term of the risk assurance obligation ranges from 12 months to 60
months, as of December 31, 2020 and 2021.
F-36
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN09
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:08 EST
ˆ2001CSqkb@XRfLCeÄŠ
9*
0C
2001CSqkb@XRfLCe˜
56257 FIN 37
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
12. COST OF REVENUE
Cost of revenue consists of the following:
Cost of vehicle
Commission to car dealerships
Leasing interest expense
Staff cost
Staff incentive
Others
13. NET GAIN (LOSS) ON EQUITY SECURITIES, NET
Net gain (loss) on equity securities consists of the following:
Unrealized gain on equity securities still held at the reporting date
Net gain (loss) on equity securities sold during the period
14. OTHER INCOME, NET
Other income consists of the following:
Government subsidy
Others
For the years ended December 31,
2019
RMB
11,176,116
158,100,562
116,965,519
72,999,170
98,173,090
81,852,960
539,267,417
2020
RMB
619,227,148
117,985,878
132,322,922
73,975,397
84,046,881
70,562,523
1,098,120,749
2021
RMB
2,210,715,054
375,702,902
119,692,726
105,771,335
61,894,967
84,232,888
2,958,009,872
US$
346,909,433
58,955,984
18,782,401
16,597,831
9,712,671
13,217,977
464,176,297
For the years ended December 31,
2019
RMB
41,581,818
44,430,100
86,011,918
2020
RMB
3,315,475,734
37,905,479
3,353,381,213
2021
RMB
US$
45,804,034 7,187,652
(58,795,556) (9,226,306)
(12,991,522) (2,038,654)
For the years ended December 31,
2019
RMB
36,769,550
4,530,914
41,300,464
2020
RMB
35,888,591
13,250,746
49,139,337
2021
RMB
35,384,908
6,526,681
41,911,589
US$
5,552,664
1,024,179
6,576,843
F-37
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN09
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:08 EST
ˆ2001CSqkb@XRiP=eÉŠ
12*
0C
2001CSqkb@XRiP=e
56257 FIN 38
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
15.
INCOME TAXES
Cayman Islands
Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gains.
Additionally, upon payment of dividends by the Company to its shareholders, no Cayman Islands withholding tax will be imposed.
Hong Kong
Under the Hong Kong tax laws, subsidiaries in Hong Kong are subject to the Hong Kong profits tax rate at 16.5% and they may be exempted from
income tax on their foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.
China
The Enterprise Income Tax Law (the “EIT Law”) of the PRC includes a provision specifying that legal entities organized outside PRC will be
considered residents for Chinese income tax purposes if their place of effective management or control is within PRC. If legal entities organized
outside PRC were considered residents for Chinese income tax purpose, they would become subject to the EIT Law on their worldwide income.
This would cause any income from legal entities organized outside PRC earned to be subject to PRC’s 25% EIT. The Implementation Rules to the
EIT Law provides that non-resident legal entities will be considered as PRC residents if substantial and overall management and control over the
manufacturing and business operations, personnel, accounting, and properties, etc. reside within PRC.
The VIE’s subsidiaries domiciled in the PRC are subject to 25% statutory income tax rate in the periods presented.
Despite the present uncertainties resulting from the limited PRC tax guidance on the issue, the Company does not believe that the legal entities
organized outside PRC should be characterized as PRC residents for EIT Law purposes.
In accordance with EIT Law, a qualified “High and New Technology Enterprise” (“HNTE”) is eligible for a preferential tax rate of 15%. An entity
must file required supporting documents with the tax authority and ensure fulfillment of the relevant criteria before being granted the preferential
rate. Upon expiration of the certificate, an entity can further re-apply for the preferential rate. One of the PRC subsidiaries, Shanghai Cango
Investment and Management Consultation Service Co., Ltd., was granted HNTE certificate on April 2019 for the years ended December 31, 2018,
2019 and 2020. Another PRC subsidiary, Fushun Insurance Brokerage Co. Ltd., was granted HNTE certificate on March 2021 for the years ended
December 31, 2020, 2021 and 2022. The impact of the concessionary rate on the group’s effective tax rate reconciliation is noted in the section
below.
Under the current EIT Law, capital gains derived from PRC are subject to a 10% PRC withholding tax.
Under the current EIT Law, dividends for earnings paid by PRC entities to any of their foreign non-resident enterprise investors are subject to a
10% withholding tax. A lower tax rate will be applied if tax treaty or arrangement benefits are available. Capital gains derived from PRC are also
subject to a 10% PRC withholding tax.
The Company’s profit (loss) before income taxes consists of:
Cayman Islands
Hong Kong
China
Total profit before income taxes
For the years ended December 31,
2019
RMB
2020
RMB
2021
RMB
US$
(5,359,465) 3,309,525,351 (37,599,025) (5,900,107)
18,479,616
(14,414,430) (14,883,394) (2,335,529)
474,699,082 448,162,790 64,790,713 10,167,077
487,819,233 3,743,273,711 12,308,294 1,931,441
F-38
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN09
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:09 EST
ˆ2001CSqkb@XRo3n4AŠ
10*
0C
2001CSqkb@XRo3n4A
56257 FIN 39
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
15.
INCOME TAXES - CONTINUED
The current and deferred component of income tax expenses which were substantially attributable to the Company’s PRC subsidiaries, VIE and
subsidiaries of the VIE, are as follows:
Current income tax expense
Deferred income tax (benefit) expense
Total income tax expense
For the years ended December 31,
2019
RMB
2020
RMB
2021
RMB
US$
91,994,704 121,701,686
(9,034,211) 248,151,964
82,960,493 369,853,650
603,765,914 94,744,047
(582,913,268) (91,471,812)
20,852,646 3,272,235
The principal components of the deferred tax assets and liabilities are as follows:
Non-current deferred tax assets
Risk assurance liabilities
Provision for credit losses
Contract assets
Customer advances
Donation
Fair value change on derivative instruments
Net operating loss carry-forward
Less: valuation allowance
Non-current deferred tax assets, net
Non-current deferred tax liabilities
Acquisition of insurance brokerage license
Unrealized gain on long-term investment
Contract assets
Withholding tax
Non-current deferred tax liabilities
F-39
For the years ended December 31,
2020
RMB
2021
RMB
US$
—
5,687,968
125,000
—
223,500,138 276,221,432 43,345,170
55,584,637 194,973,439 30,595,587
7,495,619 1,176,226
871,293
5,552,404
—
—
209,741
1,336,597
65,558,135 16,959,870 2,661,374
(7,148,961) (16,959,870) (2,661,374)
343,306,917 485,579,491 76,198,017
(10,724,126) (10,724,126) (1,682,849)
(11,009,130) (11,009,130) (1,727,573)
(162,308,288)
—
(319,079,320) (40,746,914) (6,394,080)
(503,120,864) (62,480,170) (9,804,502)
—
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN09
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:09 EST
ˆ2001CSqkb@XRqogeAŠ
11*
0C
2001CSqkb@XRqogeA
56257 FIN 40
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
15.
INCOME TAXES - CONTINUED
The Company had deferred tax assets related to net operating loss carry forwards of RMB67,839,480 (US$10,645,496) from its subsidiaries in
China, which can be carried forward to offset taxable income. The net operating loss of these subsidiaries will expire in years 2022 to 2031 if not
utilized, respectively.
The Company operates through its WFOE and VIE and evaluates the potential realization of deferred tax assets on an entity basis. The Company
recorded valuation allowance against deferred tax assets of those entities that were in cumulative financial loss and are not forecasting profits in
the near future as of December 31, 2020 and 2021. In making such determination, the Company also evaluated a variety of factors including the
Company’s operating history, accumulated deficit, existence of taxable temporary differences and reversal periods.
Reconciliation between the income tax expense computed by applying the PRC tax rate to income before the provision of income taxes and the
actual provision for income taxes is as follows:
Income before provision of income tax
PRC statutory income tax rate
Income tax at statutory tax rate
Tax rate differential
Over-accrued EIT for previous years
Impact of tax rate change
Utilization of net operating loss carry-forward
Non-deductible expenses
Research and development super-deduction
Non-taxable income
Change in valuation allowance
Withholding tax
Income tax expenses
For the years ended December 31,
2019
RMB
487,819,233
2020
RMB
3,743,273,711
2021
RMB
12,308,294
US$
1,931,441
25%
25%
25%
25%
121,954,808
(36,157,163)
(39,664,283)
36,367,754
(9,708,887)
22,277,780
(9,961,515)
(3,587,542)
1,439,541
—
82,960,493
935,818,428
(852,831,321)
—
(35,511,678)
—
19,219,052
(10,970,775)
(982,266)
(2,412,144)
317,524,354
369,853,650
3,077,074
5,070,813
—
—
—
19,443,641
(10,177,551)
—
9,894,006
(6,455,337)
20,852,646
482,860
795,721
—
—
—
3,051,132
(1,597,080)
—
1,552,585
(1,012,983)
3,272,235
The Company did not record any outside basis tax differences related to its investments in the subsidiaries in the PRC because management
asserted to indefinitely reinvest the undistributed earnings of the subsidiaries in the PRC. As of December 31, 2020 and 2021, the cumulative
amount of the temporary differences in respect of investments in foreign subsidiaries is RMB1,550 million and RMB1,951 million (US$306
million). Upon repatriation of the foreign subsidiaries and the VIE’s earnings, in the form of dividends or otherwise, the Company would be
subject to withholding income tax.
Unrecognized Tax Benefit
As of December 31, 2020 and 2021, the Company concluded that there was no significant impacts from tax uncertainty in its consolidated
financial results. The Company does not expect the amount of unrecognized tax benefits would increase significantly in the next 12 months. In
general, the PRC tax authorities have up to five years to conduct examinations of the tax filings of the Company’s PRC subsidiaries. Accordingly,
the PRC subsidiaries’ tax years of 2016 through 2021 remain open to examination by the respective tax authorities. The Company may also be
subject to the examinations of the tax filings in other jurisdictions, which are not material to the consolidated financial statements.
F-40
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN09
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:09 EST
ˆ2001CSqkb@XRwXu4GŠ
4*
0C
2001CSqkb@XRwXu4G
56257 FIN 41
XHT
ESS
Page 1 of 1
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CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN09
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:09 EST
ˆ2001CSqkb@XR@sh46Š
7*
0C
2001CSqkb@XR@sh46
56257 FIN 42
XHT
ESS
Page 1 of 1
p
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1
,
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN09
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:09 EST
ˆ2001CSqkb@XR&gq4_Š
8*
0C
2001CSqkb@XR&gq4_
56257 FIN 43
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
17. FAIR VALUE MEASUREMENTS
ASC 820 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 observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in
active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are
observable or can be corroborated by observable market data.
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.
Assets and Liabilities Measured or Disclosed at Fair Value on a recurring basis
In accordance with ASC 820, the Company measures short-term investment, equity investments with readily determinable fair value and
derivatives instruments on a recurring basis. The fair value of time deposits is determined based on the prevailing interest rates in the market. The
fair value of wealth management products is measured based on observable market prices, when available. If observable market prices are not
available, the Company determines fair value based using a market-based discount rate and considers recent market transactions, experience with
similar securities, and current business conditions. The fair value of derivative financial liability is measured base on inputs derived from or
corroborated by observable market data. In 2021, upon the completion of Li Auto IPO, the fair value of the Company’s investment in the equity
security of publicly listed company is measured using quoted market prices.
The Company did not transfer any assets in or out of level 3 during the years ended December 31, 2020 and 2021.
The following table summarizes the Company’s financial assets measured and recorded at fair value on recurring basis as of December 31, 2020:
Asset:
Short-term investment
3,686,543,199
655,813,413
—
4,342,356,612
Active market
(Level 1)
RMB
As of December 31, 2020
Observable input
(Level 2)
RMB
Non-observable input
(Level 3)
RMB
Total
RMB
F-43
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN09
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:09 EST
ˆ2001CSqkb@XS4#d4EŠ
6*
0C
2001CSqkb@XS4#d4E
56257 FIN 44
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
17. FAIR VALUE MEASUREMENTS – CONTINUED
The following table summarizes the Company’s financial assets and financial liabilities measured and recorded at fair value on recurring basis as
of December 31, 2021:
Asset:
Short-term investment
Liability:
Derivative financial liability
Assets:
Short-term investment
Liability:
Derivative financial liability
Active market
Observable input
(Level 1)
RMB
(Level 2)
RMB
Non-observable input
(Level 3)
RMB
Total
RMB
As of December 31, 2021
464,715,237
2,134,220,467
—
2,598,935,704
—
5,346,389
—
5,346,389
As of December 31, 2021
Active market
(Level 1)
US$
Observable input
(Level 2)
US$
Non-observable input
(Level 3)
US$
Total
US$
72,923,961
334,905,764
—
407,829,725
—
838,965
—
838,965
F-44
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN04
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:08 EST
ˆ2001CSqkb@XQVb1e1Š
5*
0C
2001CSqkb@XQVb1e1
56257 FIN 45
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
18.
SHARE-BASED COMPENSATION
On May 25, 2018, the Board of Directors of Cango Inc. approved the Employee Stock Ownership Plan (the “ESOP”) for the purpose of providing
incentives and rewards to employees and executives who contribute to the success of the Company’s operations, and approved 27,845,526 options
under the ESOP. The exercise price for such options is US$1.7951 per share. Options under the Company’s plan vest over a total period of 4 years
from the grant date, pursuant which 50% of the options will vest upon the second anniversary of the grant date and 25% of the options will vest
upon the third anniversary and fourth anniversary of the grant date, respectively. Any unvested options will be forfeited upon termination of a
grantee’s employment with the Company, unless otherwise determined by the plan’s administrator.
In May 2018, the Company granted 5,569,105 options (Batch 1) to certain eligible employees. In February 2019, the Company granted another
5,569,105 options (Batch 2). In October 2020, the Company granted another 8,353,658 options (Batch 3). In May 2021, the Company granted
another 8,454,422 options (Batch 4).
On March 11, 2021, the Company’s Board of Directors approved a special cash dividend of US$0.50 per share based on the Company’s
outstanding ordinary shares. This special cash dividend, aggregating approximately RMB955.4 million (US$147.1 million) was paid to
shareholders of record as of the close of trading on March 22, 2021 (Eastern Time). According to the terms of the ESOP, in the event of the
Company distributing cash dividend other than normal cash dividends to its shareholders which affects the price of ordinary shares, an adjustment
is required for all outstanding options under the ESOP to reflect such change with respect to exercise price per share. The exercise price of all
unexercised options of the ESOP was adjusted from US$1.7951 per share to US$1.2951 per share from March 22, 2021.
Prior to the Company’s IPO, the estimated fair value of the Company’s ordinary shares at their respective grant dates, was determined with the
assistance of an independent third-party valuation firm. Upon the completion of IPO, the estimated fair value of the Company’s ordinary shares
was based on the Company’s share price. The risk-free interest rate for periods within the contractual life of the options is based on the U.S.
treasury yield curve in effect at the time of grant for a term consistent with the contractual term of the awards. Expected volatility is estimated
based on the historical volatility ordinary shares of several comparable companies in the same industry. The dividend yield is estimated based on
the Company’s expected dividend policy over the expected term of the options. The expected exercise multiple is based on management’s
estimation, which the Company believes is representative of the future.
The Company uses the binomial tree option pricing model to estimate the fair value of share options with the assistance of an independent third-
party valuation firm. The assumptions used to value the share options granted to employees were as follows:
As of May 25, 2018,
(date of inception)
Batch 1
As of February 15, 2019,
(date of inception)
Batch 2
As of October 15, 2020,
(date of inception)
Batch 3
As of May 1, 2021,
(date of inception)
Batch 4
Risk-free interest rate (%)
Volatility (%)
Expected exercise multiple
Dividend yield
Expected life (in years)
Exercise price (US$)
Fair value of ordinary shares
(RMB)
2.93
38.70
2.80
Nil
10.00
1.7951
37.82
2.66
38.70
2.30
Nil
10.00
1.7951
26.80
0.74
37.60
2.30
Nil
10.00
1.7951
19.03
0.74
38.00
2.30
Nil
10.00
1.2951
21.72
The Company recognized compensation cost for the share options on a graded vesting basis. The total share-based compensation expenses
recognized by the Company for the share option granted were RMB82,265,991, RMB78,754,828 and RMB87,634,835 (US$13,751,819) for the
years ended December 31, 2019, 2020 and 2021, respectively.
F-45
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN04
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:08 EST
ˆ2001CSqkb@XQeuF4)Š
8*
0C
2001CSqkb@XQeuF4)
56257 FIN 46
XHT
ESS
Page 1 of 1
CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
18.
SHARE-BASED COMPENSATION - CONTINUED
A summary of option activity under the ESOP is as follows:
Balance, May 25, 2018
(date of inception)
Granted
Balance, December 31, 2018
Granted
Exercised
Forfeited
Balance, December 31, 2019
Granted
Exercised
Forfeited
Balance, December 31, 2020
Granted
Exercised
Forfeited
Balance, December 31, 2021
Vested or expected to vest at December 31, 2021
Exercisable at December 31, 2021
Number of
options
—
5,569,105
5,569,105
5,569,105
—
(311,213)
10,826,997
8,353,658
(600,014)
(69,914)
18,510,727
8,454,422
(737,228)
(281,151)
25,946,770
24,030,153
4,816,748
Weighted
average exercise
price
RMB
Weighted average
Grant date fair value
RMB
Aggregate Intrinsic
Value
RMB
—
12
12
12
—
—
12
12
12
12
12
8
11
9
8
8
8
—
83,277,751
209,536,040
205,922,073
45,454,271
—
38
38
27
—
34
32
19
38
24
26
22
30
22
25
26
33
As of December 31, 2021, total unrecognized compensation expense relating to unvested options of Batch 1, Batch 2, Batch 3 and Batch 4 was
RMB3,184,010 (US$499,641), RMB6,520,703 (US$1,023,241), RMB37,324,385 (US$5,857,010) and RMB79,987,684 (US$12,551,813),
respectively. The expense of Batch 1, Batch 2, Batch 3 and Batch 4 is expected to be recognized over a weighted-average period of 0.40 years,
1.00 years, 1.75 years and 2.16 years, respectively, and a weighted average remaining contractual term of Batch 1, Batch 2, Batch 3 and Batch 4 is
6.40 years, 7.13 years, 8.79 years and 9.34 years, respectively. The total intrinsic value of options exercised during the years ended December 31,
2021, 2020, and 2019, were $5.4 million, $3.5 million, and nil, respectively. Cash received from option exercise under all share-based payment for
the years ended December 31, 2021, 2020 and 2019, was RMB8,236,613 (US$1,292,504), RMB6,693,715 and nil, respectively.
For the years ended December 31, 2019, 2020 and 2021, the Company allocated share-based compensation expense as follows:
Cost of revenue
Sales and marketing
General and administrative
Research and development
For the years ended December 31,
2019
RMB
3,372,908
17,522,654
57,092,589
4,277,840
82,265,991
2020
RMB
3,075,317
16,003,486
55,590,630
4,085,395
78,754,828
2021
RMB
4,927,484
15,311,101
63,035,444
4,360,806
87,634,835
US$
773,230
2,402,646
9,891,637
684,306
13,751,819
F-46
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN04
22.3.29.0
RHK pf_rend
HKG
25-Apr-2022 12:08 EST
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CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
19. COMMITMENTS AND CONTINGENCIES
Capital commitments
The Group’s capital commitments primarily relate to commitments in connection with the expansion and improvement of its network
infrastructure and its plan to decorate its head office. Total capital commitments contracted but not yet reflected in the financial statements
amounted to RMB376,160 (US$59,028 ) as of December 31, 2021. Almost all of the commitments relating to the network infrastructure and
office decoration are to be fulfilled within one year.
Operating lease commitments
The Company leases facilities in the PRC under non-cancelable operating leases expiring on different dates. Payments under operating leases are
expensed on a straight-line basis over the periods of the respective leases. The Company’s lease agreements are entered into with third parties and
usually have a renewal option with an advance notice period of one to twelve months, and no restrictions or contingent rents.
Future minimum payments under non-cancelable operating leases for office rental consist of the following as of December 31, 2021:
Year ending December 31:
2022
2023
2024
2025
2026
2027 and after
Total
RMB
US$
15,710,485 2,465,318
14,124,342 2,216,417
13,873,588 2,177,069
13,459,582 2,112,102
13,459,582 2,112,102
48,629,836 7,631,082
119,257,415 18,714,090
Legal contingencies
The Company is not currently involved in any legal proceedings which could result in material loss contingencies.
Risk assurance contingencies
The Company estimated and accrued for the contingent loss related to the risk assurance liability as disclosed in Note 11.
F-47
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN04
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CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
20. ORDINARY SHARES
On October 9, 2017 and November 29, 2017, the Company issued 124,969,987 ordinary shares in total with par value of US$0.0001 to its
shareholders in connection with the incorporation of the Company (Note 1). As of December 31, 2017, 372,138,271 ordinary shares were
authorized and 124,969,987 ordinary shares were issued and outstanding, respectively.
Upon completion of the Company’s IPO on July 26, 2018, 169,239,905 Class A ordinary shares were issued upon conversion of all redeemable
convertible preferred shares. The rights of the holders of Class A and Class B ordinary shares are identical, except with respect to voting and
conversion rights. Each share of Class A ordinary shares is entitled to one vote per share and is not convertible into Class B ordinary shares under
any circumstances. Each share of Class B ordinary shares is entitled to twenty votes per share and is convertible into one Class A ordinary share at
any time by the holder thereof. Upon any transfer of Class B ordinary shares by the holder thereof to any person or entity that is not an affiliate of
such holder, such Class B ordinary shares would be automatically converted into an equal number of Class A ordinary shares.
Upon completion of the Company’s IPO, 8,000,000 Class A ordinary shares (4,000,000 ADS equivalent) were issued on July 30, 2018, and
600,000 Class A ordinary shares (300,000 ADS equivalent) were issued on August 6, 2018 pursuant to the underwriters’ partial exercise of their
option to purchase additional ADSs.
On June 17, 2019, one Class A ordinary share was cancelled. On June 26, 2019, 609,805 shares Class B ordinary shares were converted to
equivalent number of Class A ordinary shares. On August 14, 2019, 1,737,238 shares Class B ordinary shares were converted to equivalent
number of Class A ordinary shares.
On May 27, 2020, one Class A ordinary share was cancelled. On September 14, 2020, 2,000,000 shares Class B ordinary shares were converted to
equivalent number of Class A ordinary shares.
On April 27, 2021, 2,000,000 shares Class B ordinary shares were converted to equivalent number of Class A ordinary shares.
As of December 31, 2021, there were 229,831,213 and 72,978,677 Class A and Class B ordinary shares issued, 206,506,455 and 72,978,677
Class A and Class B ordinary shares outstanding respectively.
F-48
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN04
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CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
21. TREASURY SHARES
On June 5, 2019, the Board of Directors of the Company authorized a share repurchase program (“Share Repurchase Program 2019”), pursuant to
which the Company was authorized to repurchase its own issued and outstanding American depositary shares (“ADSs”) up to an aggregate value
of US$10 million from the open market, in negotiated transactions off the market, or through other legally permissible means in accordance with
applicable securities laws from time to time. On July 19, 2019, the Company repurchased an aggregate of 431,556 ADSs, representing 863,112
Class A ordinary shares under the Share Repurchase Program 2019, at an average price of $6.95 per ADS, for US$2,999,314 (RMB20,638,881).
On May 29, 2020, the Company entered ADS Repurchase Agreements with Minghuai L.P., Xiehuai L.P. and Haitong International Investment
Holding Limited which repurchased an aggregate of 1,398,516 ADSs, under Share Repurchase Program 2019, representing 2,797,032 Class A
ordinary shares, at an average price of $5.00 per ADS, for US$6,992,580 (RMB49,219,318) in 2020.
On March 2, 2021 and August 19, 2021, the Board of Directors of the Company authorized two share repurchase program (“Share Repurchase
Programs 2021”), respectively, pursuant to which the Company may repurchase up to total US$100 million worth of its outstanding (i) American
depositary shares (“ADSs”), each representing two Class A ordinary shares, and/or (ii) Class A ordinary shares over the next 12 months starting
from the effective date (the “Effective Date”) of the share repurchase programs.
On March 15, 2021, the Company entered ADS Repurchase Agreements with Xiehuai L.P. which repurchased an aggregate of 3,000,000 ADSs,
under Share Repurchases Programs 2021, representing 6,000,000 Class A ordinary shares, at an average price of $9.45 per ADS, for
US$28,350,000 (RMB184,728,600).
Under Share Repurchase Programs 2021, the Company may repurchase its ADSs from time to time through open market transactions at prevailing
market prices, privately negotiated transactions, block trades or any combination thereof. In 2021, the Company repurchased an aggregate of
7,500,928 ADSs, representing 15,001,856 Class A ordinary shares under the Share Repurchase Programs 2021, at an average price of $5.33 per
ADS, for US$39,952,104 (RMB259,672,572).
As of December 31, 2021, the Company repurchased an aggregate of 12,331,000 ADSs, representing 24,662,000 Class A ordinary shares under
the Share Repurchase Program 2019 and Share Repurchase Programs 2021, at an average price of $6.35 per ADS, for US$78,293,998
(RMB514,259,371). As of December 31, 2021, 1,337,242 shares were transferred to employees when they exercise their ESOP. The remaining
balance of treasury shares represents 23,324,758 Class A ordinary shares, at an average price of $6.35 per ADS, for US$74,111,604
(RMB485,263,213). These shares were recorded at their purchase cost on the consolidated balance sheets and have not been cancelled as of
December 31, 2021.
22. 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 VIE and subsidiaries of the VIE incorporated in PRC only out of their
retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The consolidated 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 subsidiaries.
Under PRC law, the Company’s subsidiaries, VIE and the subsidiaries of the VIE located in the PRC (collectively referred as the “PRC entities”)
are required to provide for certain statutory reserves, namely a general reserve, an enterprise expansion fund and a staff welfare and bonus fund.
The PRC entities are required to allocate at least 10% of their after tax profits on an individual company basis as determined under PRC
accounting standards to the statutory reserve and has the right to discontinue allocations to the statutory reserve if such reserve has reached 50% of
registered capital on an individual company basis. In addition, the registered capital of the PRC entities is also restricted.
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 PRC entities are also subject to similar statutory reserve requirements. These reserves can only be used for specific purposes and are not
transferable to the Company in the form of loans, advances or cash dividends.
Amounts restricted that include paid in capital and statutory reserve funds, as determined pursuant to PRC GAAP, are RMB6,259 million and
RMB6,301 million (US$989 million) as of December 31, 2020 and 2021, respectively.
F-49
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN04
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CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
23.
SUBSEQUENT EVENTS
As of January 2022, Cango has sold all of its equity interest in Li Auto. The Company has sold an aggregate of 2,271,774 ADS of Li Auto at an
average price of $31.09 per ADS for US$70,620,565 (RMB449,170,972), net of commission and related service fee.
Pursuant to the Share Repurchase Program 2021 authorized on August 19, 2021, the Company had repurchased 1,503,645 ADSs from the open
market with cash in the aggregate amount of approximately US$4 million up during the period from January 1, 2022 to April 21, 2022.
On April 22, 2022, the Board of Directors of the Company authorized a new share repurchase program (the “New Share Repurchase Program”)
under which the Company may repurchase up to US$50 million worth of its outstanding (i) American depositary shares (“ADSs”), each
representing two fully paid Class A ordinary shares, and/or (ii) fully paid Class A ordinary shares over the next 12 months starting from April 25,
2022 through open market transactions at prevailing market prices, privately negotiated transactions, block trades or any combination of the
foregoing.
On April 22, 2022, the Board of Directors of the Company approved an interim special cash dividend of US$0.5 per ordinary share of the
Company (or US$1 per ADS of the Company) to holders of the Company’s Class A ordinary shares and Class B ordinary shares as of the close of
business of May 25, 2022 (Eastern Time).
On April 22, 2022, the Board of Directors of the Company authorized the grant of (i) an option to purchase 6,000,000 Class A ordinary shares to
Mr. Xiaojun Zhang, and (ii) an option to purchase 6,000,000 Class A ordinary shares to Mr. Jiayuan Lin. These share options are granted in
consideration of Mr. Zhang and Mr. Lin’s roles in guiding the Company’s profitable investment in Li Auto. The share options shall vest
immediately upon grant and have an exercise price of US$1.2951 per Class A ordinary share.
F-50
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN04
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CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
24. CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY
The following is the condensed financial information of the Company on a parent company only basis.
Condensed balance sheets
ASSETS
Current assets
Cash and cash equivalents
Short-term investments
Short-term amounts due from related parties
Other current assets
Total Current assets
Non-current assets
Investments in subsidiaries, VIE and VIE’s subsidiaries
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Other current liabilities
Total current liabilities
Total liabilities
Shareholders’ equity
Class A Ordinary shares (par value of US$0.0001 per share; 420,674,280 shares
authorized as of December 31, 2020 and 2021, respectively; 227,831,213 shares
issued and 224,771,083 shares outstanding as of December 31, 2020; 229,831,213
shares issued and 206,506,455 shares outstanding as of December 31, 2021)
Class B Ordinary shares (par value of US$0.0001 per share; 79,325,720 shares
authorized as of December 31, 2020 and 2021, respectively; 74,978,677 shares
issued and outstanding as of December 31, 2020; 72,978,677 shares issued and
outstanding as of December 31, 2021)
Treasury shares
Additional paid-in capital
Accumulated other comprehensive loss
Retained earnings
Total shareholders’ equity
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
F-51
2020
RMB
As of December 31,
2021
RMB
US$
114,892,815
857,888,496
4,045,157,224 1,679,107,862
738,960,885
619,608,050
1,964,886
3,578,607
4,783,236,696 3,277,922,129
134,621,425
263,488,664
115,959,088
308,333
514,377,510
583,300,439
3,596,657,570 3,717,140,362
3,596,657,570 3,717,140,362
583,300,439
8,379,894,266 6,995,062,491 1,097,677,949
4,685,129
4,685,129
4,685,129
4,495,670
4,495,670
4,495,670
705,469
705,469
705,469
154,483
154,483
24,242
(115,386,427)
49,777
(56,419,225)
7,811
49,777
(76,148,387)
(485,263,213)
733,102,630
4,591,455,557 4,671,769,821
(29,425,526)
(187,517,110)
3,955,354,972 2,991,373,063
469,411,710
8,375,209,137 6,990,566,821 1,096,972,480
8,379,894,266 6,995,062,491 1,097,677,949
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN04
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CANGO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares and per share data)
24. CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY - CONTINUED
Condensed statements of comprehensive income (loss)
For the years ended December 31,
General and administrative
Interest Income
Foreign exchange loss
Net gain (loss) on equity securities
Income from equity method investments
Other income
Other expense
Net income (loss) before income taxes
Income tax expense
Net income (loss)
Other comprehensive income (loss), net of tax
Total comprehensive income (loss), net of tax
Condensed statements of cash flows
2019
RMB
2020
RMB
(10,164,242)
4,831,112
(26,334)
396,273,356
—
—
(11,854,536)
1,889,711
(706,543)
— 3,315,475,734
59,992,497
4,725,168
(4,184)
390,913,892 3,369,517,847
—
390,913,892 3,369,517,847
(234,817,165)
400,891,634 3,134,700,682
9,977,742
—
2021
RMB
(10,079,685)
4,440,117
(390,858)
(27,278,116)
29,054,673
1,928,027
(6,218,510)
(8,544,352)
—
(8,544,352)
(72,130,683)
(80,675,035)
US$
(1,581,723)
696,751
(61,334)
(4,280,532)
4,559,312
302,550
(975,818)
(1,340,794)
—
(1,340,794)
(11,318,878)
(12,659,672)
Net income (loss)
Net gain (loss) on equity securities
Share of profit in subsidiaries, VIE and VIE’s subsidiaries
Changes in operating assets and liabilities:
Net cash used in operating activities
Net cash (used in) provided by investing activities
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents and
For the years ended December 31,
2019
RMB
2020
RMB
390,913,892 3,369,517,847
— (3,315,475,734)
(59,992,497)
(396,273,356)
2021
RMB
(8,544,352)
27,278,116
(29,054,673)
US$
(1,340,794)
4,280,532
(4,559,312)
(2,989,082)
(604,084,150)
(274,666,096)
(13,000,544)
(10,185,710)
456,658,680 2,150,227,042
(310,709,163) (1,391,602,116)
(1,598,361)
337,417,544
(218,372,739)
restricted cash
12,397,093
(19,238,574)
(5,443,535)
(854,209)
Net (decrease) increase in cash and cash equivalents and
restricted cash
(869,342,235)
113,710,399
742,995,681
116,592,235
Cash and cash equivalents and restricted cash at beginning of the
year
870,524,651
1,182,416
114,892,815
18,029,190
Cash and cash equivalents and restricted cash at end of the
year
Basis of presentation
1,182,416
114,892,815
857,888,496
134,621,425
Condensed financial information is used for the presentation of the Company, or the parent company. The condensed financial information of the parent
company has been prepared using the same accounting policies as set out in the Company’s consolidated financial statements except that the parent
company used the equity method to account for investment in its subsidiaries and VIE.
The parent company records its investment in its subsidiaries and VIE under the equity method of accounting as prescribed in ASC 323 Investments-
Equity Method and Joint Ventures (“ASC 323”). Such investments are presented on the condensed balance sheets as “Investment in subsidiaries and
VIE’s and their respective profit or loss as “Equity in profits of subsidiaries and VIE’s on the condensed statements of comprehensive income (loss).
Equity method accounting ceases when the carrying amount of the investment, including any additional financial support, in a subsidiary and VIE is
reduced to zero unless the parent company has guaranteed obligations of the subsidiary and VIE or is otherwise committed to provide further financial
support. If the subsidiary and VIE subsequently reports net income, the parent company shall resume applying the equity method only after its share of
that net income equals the share of net losses not recognized during the period the equity method was suspended.
The parent company’s condensed financial statements should be read in conjunction with the Company’s consolidated financial statements.
F-52
CANGO INC.
FORM 20-F
Donnelley Financial
START PAGE
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[FNT]
LIST OF SUBSIDIARIES AND CONSOLIDATED VARIABLE INTEREST ENTITY OF
CANGO INC. AS OF DECEMBER 31, 2021
Exhibit 8.1
Subsidiaries
Cango Group Limited
Express Group Development Limited (cid:1864)(cid:2555)(cid:1351)(cid:1610)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Can Gu Long (Shanghai) Information Technology Consultation Service Co., Ltd.* (cid:17280)(cid:2745)(cid:2969)(cid:871)(cid:1031)(cid:2177)(cid:872)(cid:1170)(cid:1742)(cid:2400)(cid:1801)(cid:1403)(cid:2724)(cid:1990)(cid:1287)(cid:1988)(cid:2962)
Jurisdiction of Incorporation
Hong Kong
Hong Kong
(cid:1208)(cid:1371)
Consolidated Variable Interest Entity (“VIE”)
Shanghai Cango Investment and Management Consulting Service Co., Ltd.* (cid:1031)(cid:2177)(cid:17280)(cid:2745)(cid:1806)(cid:2767)(cid:2450)(cid:2290)(cid:1403)(cid:2724)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Subsidiaries of the Consolidated VIE
Cango Financing Guarantee Co., Ltd.* (cid:17280)(cid:2745)(cid:22749)(cid:2767)(cid:1819)(cid:1169)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Beijing Cango Automotive Consulting Service Co., Ltd.* (cid:1304)(cid:1095)(cid:17280)(cid:2745)(cid:2134)(cid:2801)(cid:1403)(cid:2724)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Guangzhou Cango Automotive Information Consultation Service Co., Ltd.* (cid:1658)(cid:1622)(cid:17280)(cid:2745)(cid:2134)(cid:2801)(cid:1170)(cid:1742)(cid:1403)(cid:2724)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Shanghai Wangjin Financial Information Service Co., Ltd.* (cid:1031)(cid:2177)(cid:2528)(cid:2896)(cid:2896)(cid:22749)(cid:1170)(cid:1742)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Shanghai Cango Electronic Technology Co., Ltd.* (cid:1031)(cid:2177)(cid:17280)(cid:2745)(cid:2308)(cid:1535)(cid:2400)(cid:1801)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Shanghai Wangtian Investment Co., Ltd.* (cid:1031)(cid:2177)(cid:2528)(cid:1502)(cid:1806)(cid:2767)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Shenyang Cango Automotive Information Consultation Co., Ltd.* (cid:16357)(cid:2950)(cid:17280)(cid:2745)(cid:2134)(cid:2801)(cid:1170)(cid:1742)(cid:1403)(cid:2724)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Nanjing Canyuan Automotive Service Co., Ltd.* (cid:1319)(cid:1095)(cid:17280)(cid:1195)(cid:2134)(cid:2801)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Hubei Huaitai Automotive Consulting Service Co., Ltd.* (cid:2198)(cid:1304)(cid:2350)(cid:1728)(cid:2154)(cid:2134)(cid:2801)(cid:1403)(cid:2724)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Chengdu Cango Automotive Service Co., Ltd.* (cid:1768)(cid:2883)(cid:17280)(cid:2745)(cid:2134)(cid:2801)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Xi’an Cango Automotive Consulting Service Co., Ltd.* (cid:2684)(cid:1549)(cid:17280)(cid:2745)(cid:2134)(cid:2801)(cid:1403)(cid:2724)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Shanxi Huirui Automotive Consulting Service Co., Ltd.* (cid:1612)(cid:2684)(cid:2125)(cid:2294)(cid:2134)(cid:2801)(cid:1403)(cid:2724)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Henan Cango Automotive Service Co., Ltd.* (cid:2140)(cid:1319)(cid:17280)(cid:2745)(cid:2134)(cid:2801)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Shandong Huaitong Automotive Consulting Service Co., Ltd.* (cid:1612)(cid:1041)(cid:1728)(cid:2858)(cid:2134)(cid:2801)(cid:1403)(cid:2724)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Hefei Cango Automotive Service Co., Ltd.* (cid:1376)(cid:21080)(cid:17280)(cid:2745)(cid:2134)(cid:2801)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Fujian Changhui Automotive Service Co., Ltd.* (cid:2392)(cid:1679)(cid:14879)(cid:2125)(cid:2134)(cid:2801)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Changsha Cango Automotive Service Co., Ltd.* (cid:2936)(cid:2137)(cid:17280)(cid:2745)(cid:2134)(cid:2801)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Guangxi Canyuan Automotive Consulting Service Co., Ltd.* (cid:1658)(cid:2684)(cid:17280)(cid:2203)(cid:2134)(cid:2801)(cid:1403)(cid:2724)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Jiangxi Cango Automotive Consulting Service Co., Ltd.* (cid:16324)(cid:2684)(cid:17280)(cid:2745)(cid:2134)(cid:2801)(cid:1403)(cid:2724)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Guizhou Cango Automotive Service Co., Ltd.* (cid:2762)(cid:1622)(cid:17280)(cid:2745)(cid:2134)(cid:2801)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Kunming Cango Automotive Information Consultation Service Co., Ltd.* (cid:1953)(cid:1954)(cid:17280)(cid:2745)(cid:2134)(cid:2801)(cid:1170)(cid:1742)(cid:1403)(cid:2724)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Shanghai Chejia Financing Lease Co., Ltd.* (cid:1031)(cid:2177)(cid:1988)(cid:2801)(cid:1988)(cid:1567)(cid:22749)(cid:2767)(cid:2403)(cid:2766)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-LPF-231
22.3.29.0
RHK sandd0sl
HKG
22-Apr-2022 15:07 EST
ˆ2001CSqkb@411Wy6_Š
5*
0C
2001CSqkb@411Wy6_
56257 EX8_1 2
HTM
ESS
Page 1 of 1
[FNT]
Jilin Cango Automotive Information Consulting Service Co., Ltd.* (cid:1377)(cid:2021)(cid:17280)(cid:2745)(cid:2134)(cid:2801)(cid:1170)(cid:1742)(cid:1403)(cid:2724)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Gansu Cango Automotive Information Consulting Co., Ltd.* (cid:2301)(cid:21050)(cid:17280)(cid:2745)(cid:2134)(cid:2801)(cid:1170)(cid:1742)(cid:1403)(cid:2724)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Nantong Cango Automotive Information Consulting Service Co., Ltd.* (cid:1319)(cid:2858)(cid:17280)(cid:2745)(cid:2134)(cid:2801)(cid:1170)(cid:1742)(cid:1403)(cid:2724)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Changzhou Chejia Automotive Leasing Service Co., Ltd.* (cid:1647)(cid:1622)(cid:1988)(cid:2801)(cid:1988)(cid:1567)(cid:2134)(cid:2801)(cid:2403)(cid:2766)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Shanghai Cango Advertising Media Co., Ltd.* (cid:1031)(cid:2177)(cid:17280)(cid:2745)(cid:1658)(cid:1395)(cid:1134)(cid:1533)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Haikou Cango Technology Co., Ltd.* (cid:2177)(cid:1357)(cid:17280)(cid:2745)(cid:2400)(cid:1801)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Shanghai Yunrong Information Technology Co., Ltd.* (cid:1031)(cid:2177)(cid:25384)(cid:22749)(cid:1170)(cid:1742)(cid:2400)(cid:1801)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Shanghai Cango Zhixing Automobile Lease Co., Ltd.* (cid:1031)(cid:2177)(cid:17280)(cid:2745)(cid:2365)(cid:2663)(cid:2134)(cid:2801)(cid:2403)(cid:2766)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Shanghai Quanpin Automobile Sales and Service Co., Ltd.* (cid:1031)(cid:2177)(cid:1206)(cid:1405)(cid:2134)(cid:2801)(cid:2918)(cid:1417)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Shanghai Chejia Financing Lease Co., Ltd. Dongguan Branch* (cid:1031)(cid:2177)(cid:1988)(cid:2801)(cid:1988)(cid:1567)(cid:22749)(cid:2767)(cid:2403)(cid:2766)(cid:1988)(cid:2962)(cid:1208)(cid:1371)(cid:1041)(cid:21780)(cid:1251)(cid:1208)(cid:1371)
Shanghai Chejia Financing Lease Co., Ltd. Foshan Branch* (cid:1031)(cid:2177)(cid:1988)(cid:2801)(cid:1988)(cid:1567)(cid:22749)(cid:2767)(cid:2403)(cid:2766)(cid:1988)(cid:2962)(cid:1208)(cid:1371)(cid:1152)(cid:1612)(cid:1251)(cid:1208)(cid:1371)
Shanghai Chejia Financing Lease Co., Ltd. Hangzhou Branch* (cid:1031)(cid:2177)(cid:1988)(cid:2801)(cid:1988)(cid:1567)(cid:22749)(cid:2767)(cid:2403)(cid:2766)(cid:1988)(cid:2962)(cid:1208)(cid:1371)(cid:2013)(cid:1622)(cid:1251)(cid:1208)(cid:1371)
Wuxi Chejia Automotive Leasing Service Co., Ltd.* (cid:1943)(cid:2924)(cid:1988)(cid:2801)(cid:1988)(cid:1567)(cid:2134)(cid:2801)(cid:2403)(cid:2766)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Guangzhou Chejia Automotive Leasing Service Co., Ltd.* (cid:1658)(cid:1622)(cid:1521)(cid:2801)(cid:1521)(cid:1567)(cid:2134)(cid:2801)(cid:2403)(cid:2766)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Suzhou Chejia Automotive Leasing Service Co., Ltd.* (cid:2610)(cid:1622)(cid:1988)(cid:2801)(cid:1988)(cid:1567)(cid:2134)(cid:2801)(cid:2403)(cid:2766)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Guiyang Chejia Automotive Leasing Service Co., Ltd.* (cid:2762)(cid:2950)(cid:1988)(cid:2801)(cid:1988)(cid:1567)(cid:2134)(cid:2801)(cid:2403)(cid:2766)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Changsha Chejia Automotive Leasing Service Co., Ltd.* (cid:2936)(cid:2137)(cid:1988)(cid:2801)(cid:1988)(cid:1567)(cid:2134)(cid:2801)(cid:2403)(cid:2766)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Chengdu Chejia Automotive Leasing Service Co., Ltd.* (cid:1768)(cid:2883)(cid:1988)(cid:2801)(cid:1988)(cid:1567)(cid:2134)(cid:2801)(cid:2403)(cid:2766)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Huizhou Chejia Automotive Leasing Service Co., Ltd.* (cid:1753)(cid:1622)(cid:1521)(cid:2801)(cid:1521)(cid:1567)(cid:2134)(cid:2801)(cid:2403)(cid:2766)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Xi’an Chejia Automotive Leasing Service Co., Ltd.* (cid:2684)(cid:1549)(cid:1521)(cid:2801)(cid:1521)(cid:1567)(cid:2134)(cid:2801)(cid:2403)(cid:2766)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Wenzhou Chejia Automotive Leasing Service Co., Ltd.* (cid:2195)(cid:1622)(cid:1988)(cid:2801)(cid:1988)(cid:1567)(cid:2134)(cid:2801)(cid:2403)(cid:2766)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Zhongshan Chejia Automotive Leasing Service Co., Ltd.* (cid:1048)(cid:1612)(cid:1521)(cid:2801)(cid:1521)(cid:1567)(cid:2134)(cid:2801)(cid:2403)(cid:2766)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Henan Chejia Automotive Leasing Service Co., Ltd.* (cid:2140)(cid:1319)(cid:1988)(cid:2801)(cid:1988)(cid:1567)(cid:2134)(cid:2801)(cid:2403)(cid:2766)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Weifang Chejia Automotive Leasing Service Co., Ltd.* (cid:16984)(cid:11600)(cid:1988)(cid:2801)(cid:1988)(cid:1567)(cid:2134)(cid:2801)(cid:2403)(cid:2766)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Tiangjin Chejia Automotive Leasing Service Co., Ltd.* (cid:1502)(cid:2161)(cid:1988)(cid:2801)(cid:1988)(cid:1567)(cid:2134)(cid:2801)(cid:2403)(cid:2766)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
CANGO INC.
FORM 20-F
Donnelley Financial
None
VDI-W10-LPF-477
22.3.29.0
RHK rizwt0sl
HKG
24-Apr-2022 20:07 EST
ˆ2001CSqkb@J%4uk6ÉŠ
8*
0C
2001CSqkb@J%4uk6
56257 EX8_1 3
HTM
ESS
Page 1 of 1
[FNT]
Shenzhen Chejia Automotive Leasing Service Co., Ltd.* (cid:2187)(cid:11581)(cid:1521)(cid:2801)(cid:1521)(cid:1567)(cid:2134)(cid:2801)(cid:2403)(cid:2766)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Shaoxing Chejia Automotive Leasing Service Co., Ltd.* (cid:2501)(cid:1213)(cid:1988)(cid:2801)(cid:1988)(cid:1567)(cid:2134)(cid:2801)(cid:2403)(cid:2766)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Qingdao Chejia Automotive Leasing Service Co., Ltd.* (cid:2993)(cid:1614)(cid:1988)(cid:2801)(cid:1988)(cid:1567)(cid:2134)(cid:2801)(cid:2403)(cid:2766)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Ningbo Chejia Automotive Leasing Service Co., Ltd.* (cid:1544)(cid:2150)(cid:1988)(cid:2801)(cid:1988)(cid:1567)(cid:2134)(cid:2801)(cid:2403)(cid:2766)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Jinhua Chejia Automotive Leasing Service Co., Ltd.* (cid:2896)(cid:1314)(cid:1988)(cid:2801)(cid:1988)(cid:1567)(cid:2134)(cid:2801)(cid:2403)(cid:2766)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Jiaxing Chejia Chuxing Automotive Leasing Service Co., Ltd.* (cid:11303)(cid:1213)(cid:2801)(cid:1567)(cid:1247)(cid:2663)(cid:2134)(cid:2801)(cid:2403)(cid:2766)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Nantong Chejia Automotive Leasing Service Co., Ltd.* (cid:1319)(cid:2858)(cid:1988)(cid:2801)(cid:1988)(cid:1567)(cid:2134)(cid:2801)(cid:2403)(cid:2766)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Nanjing Chejia Automotive Leasing Service Co., Ltd.* (cid:1319)(cid:1095)(cid:1521)(cid:2801)(cid:1521)(cid:1567)(cid:2134)(cid:2801)(cid:2403)(cid:2766)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Kunming Chejia Automotive Leasing Service Co., Ltd.* (cid:1953)(cid:1954)(cid:1988)(cid:2801)(cid:1988)(cid:1567)(cid:2134)(cid:2801)(cid:2403)(cid:2766)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Jinan Chejia Automotive Leasing Service Co., Ltd.* (cid:2170)(cid:1319)(cid:1988)(cid:2801)(cid:1988)(cid:1567)(cid:2134)(cid:2801)(cid:2403)(cid:2766)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Hefei Chejia Automotive Leasing Service Co., Ltd.* (cid:1376)(cid:21080)(cid:1988)(cid:2801)(cid:1988)(cid:1567)(cid:2134)(cid:2801)(cid:2403)(cid:2766)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Wuhan Cango Automotive Leasing Service Co., Ltd.* (cid:2102)(cid:2126)(cid:17280)(cid:2745)(cid:2134)(cid:2801)(cid:2403)(cid:2766)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Chongqing Canyuan Automotive Leasing Service Co., Ltd.* (cid:2893)(cid:1660)(cid:17280)(cid:1195)(cid:2134)(cid:2801)(cid:2403)(cid:2766)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Qinghai Cango Automobile Sales Service Co., Ltd.* (cid:2993)(cid:2177)(cid:17280)(cid:2745)(cid:2134)(cid:2801)(cid:2918)(cid:1417)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Fushun Insurance Broker Co., Ltd.* (cid:2392)(cid:3007)(cid:1169)(cid:2965)(cid:2502)(cid:2485)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Dalian Chejia Automotive Leasing Service Co., Ltd.* (cid:1501)(cid:2837)(cid:1988)(cid:2801)(cid:1988)(cid:1567)(cid:2134)(cid:2801)(cid:2403)(cid:2766)(cid:1990)(cid:1287)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
Fushun Insurance Broker Co., Ltd. Hunan Branch* (cid:2392)(cid:3007)(cid:1169)(cid:2965)(cid:2502)(cid:2485)(cid:1988)(cid:2962)(cid:1208)(cid:1371)(cid:2198)(cid:1319)(cid:1251)(cid:1208)(cid:1371)
Fushun Insurance Broker Co., Ltd. Gansu Branch* (cid:2392)(cid:3007)(cid:1169)(cid:2965)(cid:2502)(cid:2485)(cid:1988)(cid:2962)(cid:1208)(cid:1371)(cid:2301)(cid:21050)(cid:1251)(cid:1208)(cid:1371)
Fushun Insurance Broker Co., Ltd. Guangdong Branch* (cid:2392)(cid:3007)(cid:1169)(cid:2965)(cid:2502)(cid:2485)(cid:1988)(cid:2962)(cid:1208)(cid:1371)(cid:1658)(cid:1041)(cid:1251)(cid:1208)(cid:1371)
Fushun Insurance Broker Co., Ltd. Jiangsu Branch* (cid:2392)(cid:3007)(cid:1169)(cid:2965)(cid:2502)(cid:2485)(cid:1988)(cid:2962)(cid:1208)(cid:1371)(cid:16324)(cid:2610)(cid:1251)(cid:1208)(cid:1371)
Fushun Insurance Broker Co., Ltd. Shaanxi Branch* (cid:2392)(cid:3007)(cid:1169)(cid:2965)(cid:2502)(cid:2485)(cid:1988)(cid:2962)(cid:1208)(cid:1371)(cid:26231)(cid:2684)(cid:1251)(cid:1208)(cid:1371)
Fushun Insurance Broker Co., Ltd. Henan Branch* (cid:2392)(cid:3007)(cid:1169)(cid:2965)(cid:2502)(cid:2485)(cid:1988)(cid:2962)(cid:1208)(cid:1371)(cid:2140)(cid:1319)(cid:1251)(cid:1208)(cid:1371)
Fushun Insurance Broker Co., Ltd. Qingdao Branch* (cid:2392)(cid:3007)(cid:1169)(cid:2965)(cid:2502)(cid:2485)(cid:1988)(cid:2962)(cid:1208)(cid:1371)(cid:2993)(cid:1614)(cid:1251)(cid:1208)(cid:1371)
Fushun Insurance Broker Co., Ltd. Shanxi Branch* (cid:2392)(cid:3007)(cid:1169)(cid:2965)(cid:2502)(cid:2485)(cid:1988)(cid:2962)(cid:1208)(cid:1371)(cid:1612)(cid:2684)(cid:1251)(cid:1208)(cid:1371)
Fushun Insurance Broker Co., Ltd. Guangxi Branch* (cid:2392)(cid:3007)(cid:1169)(cid:2965)(cid:2502)(cid:2485)(cid:1988)(cid:2962)(cid:1208)(cid:1371)(cid:1658)(cid:2684)(cid:1251)(cid:1208)(cid:1371)
Shanghai Cango Network Technology Co., Ltd.*(cid:1031)(cid:2177)(cid:17280)(cid:2745)(cid:2528)(cid:2508)(cid:2400)(cid:1801)(cid:1988)(cid:2962)(cid:1208)(cid:1371)
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
* The English name of this subsidiary, consolidated VIE or subsidiary of the consolidated VIE, as applicable, has been translated from its Chinese
name.
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN06
22.3.29.0
RHK pf_rend
HKG
21-Apr-2022 08:13 EST
ˆ2001CSqkb!vDvhGg6Š
4*
0C
56257 EX12_1 1
HTM
ESS
Page 1 of 1
2001CSqkb!vDvhGg6
I, Jiayuan Lin, certify that:
Certification by the Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 12.1
1.
2.
3.
4.
I have reviewed this annual report on Form 20-F of Cango Inc. (the “Company”);
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;
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;
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 Company 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 the 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 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
functions):
(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.
CANGO INC.
FORM 20-F
Date: April 26, 2022
Donnelley Financial
None
HK8814AM101150
22.3.29.0
RHK chanc2hk
HKG
26-Apr-2022 00:17 EST
ˆ2001CSqkb@cP7@9g1Š
5*
0C
56257 EX12_1 2
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ESS
Page 1 of 1
2001CSqkb@cP7@9g1
/s/ Jiayuan Lin
By:
Name: Jiayuan Lin
Title:
Director and Chief Executive Officer
CANGO INC.
FORM 20-F
Donnelley Financial
None
FWPRHK-PFRN14
22.3.29.0
RHK pf_rend
HKG
21-Apr-2022 08:13 EST
ˆ2001CSqkb!vDlN36‹Š
4*
0C
56257 EX12_2 1
HTM
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Page 1 of 1
2001CSqkb!vDlN36
I, Yongyi Zhang, certify that:
Certification by the Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 12.2
1.
2.
3.
4.
I have reviewed this annual report on Form 20-F of Cango Inc. (the “Company”);
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;
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;
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 Company 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 the 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 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
functions):
(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.
CANGO INC.
FORM 20-F
Date: April 26, 2022
Donnelley Financial
None
HK8814AM101150
22.3.29.0
RHK chanc2hk
HKG
/s/ Yongyi Zhang
By:
Name: Yongyi Zhang
Title:
Director and Chief Financial Officer
26-Apr-2022 00:18 EST
ˆ2001CSqkb@cPGVD61Š
5*
0C
56257 EX12_2 2
HTM
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Page 1 of 1
2001CSqkb@cPGVD61
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101150
22.3.29.0
RHK chanc2hk
HKG
26-Apr-2022 00:18 EST
ˆ2001CSqkb@cPQtM6tŠ
5*
0C
56257 EX13_1 1
HTM
ESS
Page 1 of 1
2001CSqkb@cPQtM6t
Certification by the Chief Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 13.1
In connection with the annual report of Cango Inc. (the “Company”) on Form 20-F for the year ended December 31, 2021 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Jiayuan Lin, Chief Executive 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.
Date: April 26, 2022
/s/ Jiayuan Lin
By:
Name: Jiayuan Lin
Title:
Director and Chief Executive Officer
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101150
22.3.29.0
RHK chanc2hk
HKG
26-Apr-2022 00:18 EST
ˆ2001CSqkb@cPrymgÄŠ
5*
0C
56257 EX13_2 1
HTM
ESS
Page 1 of 1
2001CSqkb@cPrymg˜
Certification by the Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 13.2
In connection with the annual report of Cango Inc. (the “Company”) on Form 20-F for the year ended December 31, 2021 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Yongyi Zhang, 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.
Date: April 26, 2022
/s/ Yongyi Zhang
By:
Name: Yongyi Zhang
Title:
Director and Chief Financial Officer
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101150
22.3.29.0
RHK chanc2hk
HKG
26-Apr-2022 00:19 EST
ˆ2001CSqkb@cQmJ36ÈŠ
5*
0C
56257 EX15_1 1
HTM
[FNT]
ESS
Page 1 of 1
2001CSqkb@cQmJ36¨
g0421192246230
Exhibit 15.1
FANGDA PARTNERS
(cid:3034)(cid:2196) Hong Kong·(cid:1031)(cid:2177) Shanghai·(cid:1304)(cid:1095) Beijing·(cid:2187)(cid:11581) Shenzhen (cid:1658)(cid:1622) Guangzhou
http://www.fangdalaw.com
(cid:1048)(cid:1442)(cid:1304)(cid:1095)(cid:1633)(cid:1993)(cid:2950)(cid:1306)(cid:1200)(cid:1314)(cid:2792)(cid:9650)(cid:1370)
(cid:1304)(cid:1095)(cid:11303)(cid:2892)(cid:1048)(cid:1718)(cid:1304)(cid:2081) 27 (cid:1603)
(cid:2877)(cid:1914)(cid:2522)(cid:2369)(cid:889)100020
27/F, North Tower, Beijing Kerry Centre
1 Guanghua Road, Chaoyang District
Beijing 100020, PRC
Cango Inc.
8F, New Bund Oriental Plaza II
556 West Haiyang Road, Pudong, Shanghai,
People’s Republic of China
Dear Sirs,
(cid:2308)(cid:1535)(cid:2877)(cid:1118) E-mail: email@fangdalaw.com
(cid:2308) (cid:2722) Tel.: 86-10-5769-5600
(cid:1134) (cid:2353) Fax: 86-10-5769-5799
April 26, 2022
We consent to the references to our firm under “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure—If the PRC
government deems that the contractual arrangements in relation to our consolidated VIE do not comply with PRC regulatory restrictions on foreign
investment in the relevant industries, 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” and “Item 4. Information on the Company—C. Organizational Structure—
Contractual Arrangements among Can Gu Long, Shanghai Cango and Its Shareholders”, in Cango Inc.’s Annual Report on Form 20-F for the year ended
December 31, 2021 (the “Annual Report”), which is filed with the Securities and Exchange Commission (the “SEC”) on the date hereof. We also
consent to the filing with the SEC of this consent letter as an exhibit to the Annual Report.
In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities
Act of 1933, or under the Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder.
Yours faithfully,
/s/ Fangda Partners
CANGO INC.
FORM 20-F
Donnelley Financial
None
HK8814AM101150
22.3.29.0
RHK chanc2hk
HKG
26-Apr-2022 00:21 EST
ˆ2001CSqkb@cQzG86ÄŠ
6*
0C
56257 EX15_2 1
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2001CSqkb@cQzG86˜
Consent of Independent Registered Public Accounting Firm
Exhibit 15.2
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-238454) pertaining to the Share Incentive Plan 2018 of
Cango Inc. of our report dated April 26, 2022, with respect to the consolidated financial statements of Cango Inc. included in this Annual Report (Form
20- F) for the year ended December 31, 2021.
/s/ Ernst & Young Hua Ming LLP
Shanghai, The People’s Republic of China
April 26, 2022