Cover Page |
| filing_type | The type of SEC form being filed, which is "FORM F-2 REGISTRATION STATEMENT". | String | Original |
| registration_no | The unique registration number assigned by the SEC to the filing. | String | Original |
| registrant_exact_name | The full legal name of the registrant as specified in its charter. | String | Original |
| registrant_name_translation | The translation of the registrant's name into English, if applicable. | String | Original |
| jurisdiction_of_incorporation | The state or other jurisdiction where the registrant is incorporated or organized. | String | Original |
| primary_sic_code | The primary Standard Industrial Classification code number for the registrant's business. | Numeric (Integer) | Original |
| irs_employer_identification_number | The Internal Revenue Service Employer Identification Number of the registrant. | String | Original |
| principal_executive_office_address | The street address of the registrant's principal executive offices. | String | Original |
| principal_executive_office_phone_number | The telephone number of the registrant's principal executive offices. | String | Original |
| agent_for_service_name | The name of the agent designated for service of process in the United States. | String | Original |
| agent_for_service_address | The address of the agent designated for service of process. | String | Original |
| agent_for_service_phone_number | The telephone number of the agent designated for service of process. | String | Original |
| legal_counsel_name_1 | The name of the primary legal counsel for the registrant. | String | Original |
| legal_counsel_firm_1 | The law firm of the primary legal counsel. | String | Original |
| legal_counsel_address_1 | The address of the primary legal counsel's firm. | String | Original |
| legal_counsel_phone_number_1 | The telephone number of the primary legal counsel's firm. | String | Original |
| legal_counsel_name_2 | The name of the secondary legal counsel for the registrant (if applicable). | String | Original |
| legal_counsel_firm_2 | The law firm of the secondary legal counsel (if applicable). | String | Original |
| legal_counsel_address_2 | The address of the secondary legal counsel's firm (if applicable). | String | Original |
| legal_counsel_phone_number_2 | The telephone number of the secondary legal counsel's firm (if applicable). | String | Original |
| proposed_sale_commencement_date | The approximate date when the proposed sale of securities to the public is expected to commence. | Date | Original |
| offering_type_dividend_reinvestment_plan | Boolean flag indicating if securities are offered pursuant to dividend or interest reinvestment plans. | Boolean | Original |
| offering_type_delayed_continuous_rule_415 | Boolean flag indicating if securities are offered on a delayed or continuous basis pursuant to Rule 415. | Boolean | Original |
| offering_type_rule_462b_amendment | Boolean flag indicating if this form registers additional securities for an offering pursuant to Rule 462(b). | Boolean | Original |
| rule_462b_prior_registration_statement_no | The Securities Act registration statement number of the earlier effective registration statement for the same offering, if Rule 462(b) applies. | String | Original |
| offering_type_rule_462c_amendment | Boolean flag indicating if this form is a post-effective amendment filed pursuant to Rule 462(c). | Boolean | Original |
| rule_462c_prior_registration_statement_no | The Securities Act registration statement number of the earlier effective registration statement for the same offering, if Rule 462(c) applies. | String | Original |
| offering_type_rule_462d_amendment | Boolean flag indicating if this form is a post-effective amendment filed pursuant to Rule 462(d). | Boolean | Original |
| rule_462d_prior_registration_statement_no | The Securities Act registration statement number of the earlier effective registration statement for the same offering, if Rule 462(d) applies. | String | Original |
| offering_type_prospectus_delivery_rule_434 | Boolean flag indicating if delivery of the prospectus is expected to be made pursuant to Rule 434. | Boolean | Original |
| calculation_of_registration_fee | This table details the securities being registered, their respective amounts, the proposed maximum aggregate offering price, and the calculated amount of the registration fee. Footnotes often accompany this table, providing essential context for the estimation basis (e.g., solely for fee determination in accordance with Rule 457(o)) and clarifying what the registered amount includes (e.g., shares for resale or over-allotments). | String | Original |
| title_of_class_of_securities | The specific designation of the class of securities being registered (e.g., "Ordinary Shares, par value US$0.01 per share"). | String | Original |
| amount_of_securities_registered | The total number or quantity of securities intended to be registered for the offering. | Numeric | Original |
| proposed_maximum_aggregate_offering_price | The estimated highest total monetary value at which all registered securities are expected to be offered. | Numeric (Currency) | Original |
| proposed_maximum_aggregate_price_per_share | The estimated highest monetary value per share at which the securities are expected to be offered. | Numeric (Currency) | Original |
| amount_of_registration_fee | The calculated fee payable to the SEC for the registration of the securities. | Numeric (Currency) | Original |
Part_i |
| preliminary_prospectus | The Preliminary Prospectus section, typically dated, serves as an initial offering document. It includes a prominent warning that the information contained within is incomplete and subject to change, and that securities cannot be sold until the registration statement becomes effective. This section introduces the specific securities being offered, such as American Depositary Shares (ADSs) and the underlying ordinary shares they represent. It identifies the selling shareholders and states whether the company will receive any proceeds from their sales. Information regarding the securities' trading symbol on a national market (e.g., Nasdaq National Market) and the last reported sale price is also included. A reference to the "Risk Factors" section is prominently featured, advising potential investors of the inherent risks. | String | Original |
| public_offering_price | This table typically breaks down the Public offering price, Underwriting discount, and Proceeds (before expenses) to the selling shareholders, presented on both a "Per ADS" and "Total" basis. It may also include details about underwriters' options to purchase additional ADSs to cover over-allotments. | String | Original |
| public_offering_price_per_ads | The price at which each American Depositary Share is offered to the public. | Numeric (Currency) | Original |
| public_offering_price_total | The total aggregate price at which all offered American Depositary Shares are offered to the public. | Numeric (Currency) | Original |
| underwriting_discount_per_ads | The discount or commission per American Depositary Share paid to the underwriters. | Numeric (Currency) | Original |
| underwriting_discount_total | The total aggregate discount or commission paid to the underwriters for the entire offering. | Numeric (Currency) | Original |
| proceeds_to_selling_shareholders_before_expenses_per_ads | The net amount per American Depositary Share that selling shareholders receive before deducting their offering expenses. | Numeric (Currency) | Original |
| proceeds_to_selling_shareholders_before_expenses_per_total | The total aggregate net amount that selling shareholders receive before deducting their offering expenses. | Numeric (Currency) | Original |
| prospectus_summary | The Prospectus Summary provides a quick overview for potential investors. It outlines the company’s business, services, target market, and revenue model, along with strategic goals and contact details. It also highlights key financial and offering details such as the price per ADS, number of ADSs offered and outstanding, selling shareholders, use of proceeds, Nasdaq symbol, and depositary information. | String | Original |
| risk_factors | The Risk Factors section outlines the potential risks of investing in the securities, categorized for clarity. These include risks related to the company (e.g., limited history, reliance on key staff), operating in a foreign country (e.g., regulatory issues, investment restrictions), and the shares/ADSs (e.g., price volatility, limited voting rights). It emphasizes full transparency to help investors understand the possible downsides and make informed decisions. | String | Original |
| recent_developments | The Recent Developments section updates investors on major company events since the last filing. It includes business updates (e.g., new agreements, product launches), corporate actions (e.g., share sales, dividends, tax approvals), and recent financial results. This often features a table of key financials—such as revenues by segment, costs, operating expenses, and net income—along with a narrative comparing current and prior performance to highlight trends and growth drivers. | String, Numeric (Currency) | Original |
| material_changes | The Material Changes section highlights significant events or developments not previously disclosed in the prospectus. These may include major acquisitions, shifts in business strategy, or other impactful changes since the last financial statements or filing. Unlike the "Recent Developments" section, it focuses on non-routine, material updates that could affect the company’s financial condition or operations and are essential for investor awareness. | String | Original |
| forward_looking_statements_note | The Forward-Looking Statements section explains that any projections about future events or financial performance are speculative and subject to risks and uncertainties. It warns investors that actual results may differ significantly from expectations and outlines factors that could cause such differences. This section serves as a legal disclaimer to manage investor expectations. | String | Original |
| capitalization | The Capitalization section provides a snapshot of the company's financial structure as of a specific date. It includes a summary table detailing shareholders' equity components—such as ordinary shares, paid-in capital, reserves, deferred compensation, translation adjustments, and retained earnings—along with any outstanding debt. This helps investors assess the company’s liquidity, leverage, and overall financial stability. | String, Numeric (Currency) | Original |
| use_of_proceeds | The Use of Proceeds section explains how funds from the offering will be used. In this case, it states that the company will not receive any proceeds, as the ADSs are being sold by existing shareholders. This indicates a secondary offering, not a primary one, meaning no new capital is raised by the company. | String | Original |
| dividend_policy | The Dividend Policy section explains the company’s approach to paying dividends. It includes any past approvals for dividends, reliance on earnings from subsidiaries (e.g., in China), and regulatory restrictions. These may require setting aside funds for reserves or welfare before distributing dividends, affecting how and when shareholders receive payouts. | String | Original |
| market_price_info_for_ads | The Price Range of ADSs section presents historical trading data for the company’s American Depositary Shares on exchanges like the Nasdaq. It includes quarterly and monthly high and low prices over specific periods, giving investors insight into the ADSs’ past market performance and volatility. | String | Original |
| enforceability_of_civil_liabilities | The Enforceability of Civil Liabilities section discusses the challenges of pursuing legal action against the company, especially when it's incorporated in one country (e.g., Cayman Islands) and operates mainly in another (e.g., China). It highlights the potential difficulties in enforcing U.S. court judgments abroad and the limitations shareholders may face in suing the company or its management. The section also compares legal protections under U.S. law versus those in the company’s jurisdiction of incorporation. | String | Original |
| selling_shareholders | The Selling Shareholders section lists the individuals or entities selling shares in the offering. It details each shareholder’s ownership before and after the sale, as well as the number of shares being sold. This helps investors assess potential dilution and understand changes in ownership distribution following the offering. | String | Original |
| description_of_share_capital | The Description of Share Capital section outlines the company’s authorized and outstanding shares, including rights tied to ordinary shares under its incorporation laws (e.g., Cayman Islands). It covers dividend entitlements, voting rights, liquidation procedures, share issuance, and forfeiture rules. The section also explains how special rights can be modified and compares the company’s jurisdictional laws with U.S. corporate law on key matters like mergers and shareholder rights. It typically includes details on indemnification for officers/directors and any registration rights granted to shareholders. | String | Original |
| description_of_american_depositary_shares | The Description of American Depositary Shares (ADSs) section explains the structure and rights of ADSs and their underlying ordinary shares. It outlines the deposit agreement, dividend handling, voting procedures, and how ADSs are issued or canceled. It includes a detailed table of fees charged to ADR holders (e.g., issuance, cancellation, currency conversion), helping investors understand the total cost of ownership. It also covers tax responsibilities, corporate actions, and the terms for amending or terminating the deposit agreement, along with the limits of liability for the company and depositary. | String | Original |
| material_income_tax_considerations | The Material Income Tax Considerations section outlines key Cayman Islands and U.S. federal tax implications for investing in ADSs or ordinary shares. It typically notes no Cayman taxes on income or gains. For U.S. investors, it covers taxation of dividends, share sales, PFIC rules, and reporting or withholding requirements. Tax guidance for non-U.S. holders is also included. | String | Original |
| foreign_exchange_controls_and_other_limitations | The Restrictions on Currency Exchange section discusses regulatory limits on currency convertibility and transfer, especially in countries like China. It covers how such restrictions may affect the company’s ability to pay dividends, fund operations, or repatriate money. It also highlights how exchange rate fluctuations (e.g., USD vs. RMB) can impact financial performance and ADS value. This information is sometimes integrated into the Risk Factors or financial sections of the filing. | String | Original |
| shares_eligible_for_future_sale | The Shares Eligible for Future Sale section explains when and how ADSs can be sold after the offering. It covers lock-up agreements that restrict sales by insiders for a set period and details resale rules under Rule 144 and Rule 144(k) of the Securities Act, which allow the sale of restricted or control securities under specific conditions without registration. | String | Original |
| plan_of_distribution | The Plan of Distribution section explains how the securities will be offered and sold, including whether through underwriters, dealers, or directly by the company. It details any underwriting agreements, commissions, discounts, over-allotment options, and other selling arrangements. This section may also cover non-cash offerings and works alongside the Underwriting section to give a full picture of the distribution process. | String | Original |
| underwriting | The Underwriting section details the terms of the underwriting agreement, including the names of underwriters, pricing (public offering price, underwriting discounts), and net proceeds to selling shareholders. It covers indemnification agreements, over-allotment options, and lock-up periods restricting additional share sales. It also addresses price stabilization practices, international selling restrictions, and the availability of the prospectus in electronic format. | String | Original |
| standby_equity_distribution_agreement | The Standby Equity Distribution Agreement section outlines any arrangement allowing the company to issue and sell shares to an investor over time, usually at a discount. It details terms such as the total commitment amount, pricing method, advance notice requirements, fees or discounts, and any conditions or obligations (e.g., minimum advances or non-usage fees). It also typically includes a registration rights agreement to enable the investor to resell the shares. | String | Original |
| legal_matters | This section identifies the legal counsels involved in the offering, specifying the firms and the particular laws (e.g., U.S. federal securities law, foreign corporate law) on which they will provide legal opinions. | String | Original |
| experts | The Experts section identifies the independent registered public accounting firm that has audited the financial statements included in the prospectus, along with their location. This provides assurance regarding the reliability of the financial information presented. | String | Original |
| additional_information_sources | This section informs readers where to access additional documents filed with the SEC, such as the full registration statement, annual reports on Form 20-F, and current reports on Form 6-K. It typically directs readers to the SEC's EDGAR system and explains the concept of "incorporation by reference," where certain information from previously filed documents is legally considered part of the current filing without being physically reproduced. | String | Original |
| Part II - Information Not Required In Prospectus This section contains information that is legally required to be part of the full registration statement filed with the SEC but is typically not delivered directly to investors within the prospectus. |
| item_8_indemnification_of_directors_and_officers | This item discusses the provisions for indemnification of the company's directors and officers, often found in the company's articles of association or through separate indemnification agreements. It also addresses the SEC's stance on the enforceability of such provisions under the Securities Act | String | Original |
| item_9_exhibits | This item provides a comprehensive list of all exhibits filed as part of the registration statement. These exhibits are crucial supporting documents, which may include the company's articles of association, material contracts, legal opinions, consents from experts, and other agreements pertinent to the offering | String | Original |
| item_10_undertakings | This item outlines the registrant's legal commitments and undertakings to the SEC. These typically include commitments regarding the filing of post-effective amendments, liability under the Securities Act, procedures for the removal of unsold securities, the filing of financial statements, and further indemnification obligations. | String | Original |
| signatures | The Signatures section is the final part of the Form F-2 and includes the signatures of the company’s authorized representatives—such as the principal executive, financial, and accounting officers, and a majority of the board of directors. These signatures confirm the accuracy and completeness of the filing. A Power of Attorney may also be included, allowing designated individuals to sign on behalf of others. | String | Original |
