Canaan Inc. Form 20-F Filed 2021-04-21
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SECURITIES AND EXCHANGE COMMISSION FORM 20-F Annual and transition report of foreign private issuers pursuant to sections 13 or 15(d) Filing Date: 2021-04-21 | Period of Report: 2020-12-31 SEC Accession No. 0001193125-21-123558 (HTML Version on secdatabase.com) FILER Canaan Inc. Mailing Address Business Address 1-2/F,QIANFANG SCIENCE 1-2/F,QIANFANG SCIENCE CIK:1780652| IRS No.: 000000000 | State of Incorp.:E9 | Fiscal Year End: 1231 BLDG C,BLDG NO.27 BLDG C,BLDG NO.27 Type: 20-F | Act: 34 | File No.: 001-39127 | Film No.: 21839537 ZHONGGUANCUN ZHONGGUANCUN SIC: 3674 Semiconductors & related devices SOFTWARE PARK(PHASE SOFTWARE PARK(PHASE I),NO.8 I),NO.8 DONGBEIWANG WEST RD, DONGBEIWANG WEST RD, BEIJING F4 100193 BEIJING F4 100193 86 010 5874 1858 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ 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, 2020. 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. For the transition period from to Commission file number: 001-39127 Canaan Inc. (Exact name of Registrant as specified in its charter) Cayman Islands (Jurisdiction of incorporation or organization) 1-2/F, QianFang Science Building C Building No. 27, Zhongguancun Software Park (Phase I) No. 8 Dongbeiwang West Road Haidian District, Beijing, 100193 People’s Republic of China (Address of principal executive offices) Tong He, Director of Finance Telephone: +86-010-5874-1858 Email: [email protected] 1-2/F, QianFang Science Building C Building No. 27, Zhongguancun Software Park (Phase I) No. 8 Dongbeiwang West Road Haidian District, Beijing, 100193 People’s Republic of China * (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class Trading Symbol Name of each exchange on which registered Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document American Depositary Shares, each representing CAN NASDAQ Global Market. 15 Class A ordinary share Class A ordinary shares, par value NASDAQ Global Market. US$0.00000005 per share* * Not for trading, but only in connection with the registration of American Depositary Shares representing such Class A ordinary shares pursuant to the requirements of the Securities and Exchange Commission. Securities registered or to be registered pursuant to Section 12(g) of the Act. None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None 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. 2,060,597,778 Class A ordinary shares were outstanding as of December 31, 2020 311,624,444 Class B ordinary shares were outstanding as of December 31, 2020 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 Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): 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 registrant has used to prepare the financial statements included in this filing: U.S. GAAP ☒ International Financial Reporting Standards as issued by the International Accounting Standards Board Other ☐ ☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents CANAAN INC. FORM 20-F ANNUAL REPORT FISCAL YEAR ENDED DECEMBER 31, 2020 Page PART I 1 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1 ITEM 3. KEY INFORMATION 1 ITEM 4. INFORMATION ON THE COMPANY 45 ITEM 4A. UNRESOLVED STAFF COMMENTS 65 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 65 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 85 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 92 ITEM 8. FINANCIAL INFORMATION 93 ITEM 9. THE OFFER AND LISTING 93 ITEM 10. ADDITIONAL INFORMATION 94 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 101 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 102 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 103 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USEOF PROCEEDS 104 ITEM 15. CONTROLS AND PROCEDURES 104 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 105 ITEM 16B. CODE OF ETHICS 105 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 105 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 106 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 106 ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 106 ITEM 16G. CORPORATE GOVERNANCE 106 ITEM 16H. MINE SAFETY DISCLOSURE 107 PART II 107 ITEM 17. FINANCIAL STATEMENTS 107 ITEM 18. FINANCIAL STATEMENTS 107 ITEM 19. EXHIBITS 107 i Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Conventions that Apply to this Annual Report on Form 20-F In this annual report, unless otherwise indicated: • “ADR” are to American depositary receipts, which, if issued, evidence the ADSs; • “ADSs” are to the American depositary shares, each of which represents 15 of our Class A ordinary shares; • “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; • “RMB” or “Renminbi” are to the legal currency of China; • “US$,” “U.S. dollars,” or “dollars” are to the legal currency of the United States; and • “we,” “us,” “our company,” “our” and “Canaan” are to Canaan Inc. and its subsidiaries, as the context requires. 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 RMB6.5250 to US$1.00, the exchange rates set forth in the H.10 statistical release of the Federal Reserve Board on December 31, 2020. 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.