Waterdrop Inc. Form 6-K Summary
Business context and reporting period
Waterdrop Inc. filed a Form 6-K for April 2023 on April 17, 2023. The filing is a supplemental submission under Item 16I(a) of Form 20-F addressing the Holding Foreign Companies Accountable Act (HFCAA), rather than a quarterly or annual financial-results filing.
The disclosure relates primarily to the Company’s ownership and control structure as of March 31, 2023 and supplements information included in its Form 20-F for the year ended December 31, 2022, filed on April 17, 2023.
Financial metrics and liquidity
The filing does not provide current-period revenue, profit, cash flow, margins, debt, liquidity, or other operating and financial metrics. The text does not provide a clear value for these items.
Material changes versus the prior comparable period
- The filing does not report material changes in financial or operating performance.
- It states that the Company was conclusively identified by the SEC as a Commission-Identified Issuer on May 26, 2022 because its 2021 Form 20-F included an audit report from Deloitte Touche Tohmatsu Certified Public Accountants LLP, then headquartered in China.
- The PCAOB vacated its determination regarding its inability to inspect or investigate completely registered accounting firms headquartered in China in December 2022.
HFCAA ownership and control disclosure
- Waterdrop states that it is controlled by Mr. Peng Shen, who beneficially owned 25.2% of the outstanding ordinary shares and held 72.1% of aggregate voting power as of March 31, 2023.
- The Company states that, to its knowledge, no shareholder other than Tencent Entities, Boyu Entities, Gaorong Entities, and Swiss Re beneficially owned at least 5% of outstanding shares as of March 31, 2023, excluding beneficial ownership of directors and senior management.
- Tencent Entities were estimated to own 21.7% of total issued and outstanding ordinary shares and 8.1% of total voting power as of March 31, 2023, assuming no change from May 6, 2021.
- Boyu Entities were estimated to own 12.3% of outstanding ordinary shares and 4.6% of total voting power as of March 31, 2023.
- Gaorong Entities were estimated to own 5.6% of outstanding ordinary shares and 2.1% of total voting power as of March 31, 2023, assuming no change from December 31, 2022.
- Swiss Re Principal Investments Company Asia Pte. Ltd. was estimated to own 5.4% of outstanding ordinary shares and 2.0% of total voting power, based on holdings reported as of December 31, 2021 and assuming no change.
Risks, contingencies, and unusual items
- The filing addresses HFCAA and PCAOB oversight risks associated with the Company’s prior China-based audit firm and its status as a Commission-Identified Issuer.
- Waterdrop states that it is not owned or controlled by a governmental entity in China and is not aware of any Chinese governmental entity having the power to direct its management or policies.
- Several ownership percentages are based on historical filings and assumptions that shareholdings have not changed; the filing does not independently verify current beneficial ownership.
Key facts investors should verify
- Whether Waterdrop’s Commission-Identified Issuer status under the HFCAA has changed following the PCAOB’s December 2022 determination.
- The identity and jurisdiction of the accounting firm issuing the audit report for the 2022 Form 20-F and subsequent annual filings.
- Current beneficial ownership and voting power of Mr. Peng Shen, Tencent Entities, Boyu Entities, Gaorong Entities, Swiss Re, and other major shareholders.
- Financial performance, liquidity, debt, and cash-flow information in the Company’s Form 20-F for the year ended December 31, 2022, because this Form 6-K does not provide those metrics.