g29g10g14g3g14g3g47g1Ag14g18g13g1Cg15g47g49g14g11g4Bg57g50g3g29g32g35g30g3g29g10g14g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56As filed with the Securities and Exchange Commission on October 7, 2019Registration No. 333- g63g63g63UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549g63 g63FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933g63 g63Q&K International Group Limited(Exact name of Registrant as specified in its charter)g63 g63Not Applicable(Translation of Registrants name into English)g63Cayman Islands(State or other jurisdiction ofincorporation or organization) 6510(Primary Standard IndustrialClassification Code Number) Not Applicable(I.R.S. EmployerIdentification Number)Suite 1607, Building ANo.596 Middle Longhua RoadXuhui District, Shanghai, 200032Peoples Republic of China+86-21-6417-9625(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)Cogency Global Inc.10 E. 40th Street, 10th FloorNew York, NY 10016+1-800-221-0102(Name, address, including zip code, and telephone number, including area code, of agent for service)g63 g63Copies to:g63Shuang Zhao, Esq.Cleary, Gottlieb, Steen & Hamilton LLPc/o 37th Floor, Hysan Place500 Hennessy RoadCauseway Bay, Hong Kong+852 2521-4122 Chris K.H. Lin, Esq.Daniel Fertig, Esq.Simpson Thacher & Bartlett LLPc/o 35th Floor, ICBC Tower3 Garden RoadCentral, Hong Kong+852-2514-7600g63 g63Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.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 touse the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. g63 The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting StandardsCodification after April 5, 2012.g63 g63CALCULATION OF REGISTRATION FEEg63Title of each class of securities to be registered Proposed maximum aggregateoffering price(2)(3) Amount of registration feeClass A ordinary shares, par value US$0.00001 per share(1) US$100,000,000 US$12,980.0(1) American depositary shares issuable upon deposit of Class A ordinary shares registered hereby will be registered under a separate registration statement on FormF-6 (Registration No. 333- ). Each American depositary share represents Class A ordinary shares.(2) Includes Class A ordinary shares that are issuable upon the exercise of the underwriters over-allotment option. Also includes Class A ordinary shares initiallyoffered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after thelater of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These Class A ordinary shares are not beingregistered for the purpose of sales outside the United States.(3) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933.The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shallfile a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of theSecurities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant tosaid Section 8(a), may determine.g63g63g63g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the UnitedStates Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdictionwhere the offer or sale is not permitted.g63PROSPECTUS (Subject to Completion)Issued , 2019American Depositary Sharesg63Q&K International Group LimitedRepresenting Class A Ordinary Sharesg63 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 g63See “Risk Factors” on page 17 to read about factors you should consider before buying the ADSs.PRICE US$ PER ADSg63 g63g63g33g55g4Cg46g48g63g57g52g33g58g45g4Fg4Cg46 g38g51g47g48g55g5Ag55g4Cg57g4Cg51g4Ag27g4Cg56g46g52g58g51g57g56g44g51g47g26g52g50g50g4Cg56g56g4Cg52g51g56gBg14gC g33g55g52g46g48g48g47g56g63g57g52g38g56 Per ADS US$ US$ US$ Total US$ US$ US$ g63(1) For additional information on underwriting compensation, see “Underwriting.”To the extent that the underwriters sell more than ADSs in this offering, the underwriters have a 30-day option to purchase up to an aggregateof additional ADSs from us at the initial public offering price less the underwriting discounts and commissions.We have and will maintain a dual-class share structure. Our outstanding ordinary shares consist of Class A ordinary shares and Class B ordinary shares, and ourfounder and chief executive officer, Mr. Guangjie Jin, beneficially own all of our issued Class B ordinary shares. These Class B ordinary shares will constituteapproximately % of our total issued and outstanding share capital immediately after the completion of this offering and % of the aggregate voting power of our totalissued and outstanding share capital immediately after the completion of this offering, assuming the underwriters do not exercise their over-allotment option. Holders ofClass A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share, upon the completion ofthis offering, will be entitled to one vote, and is not convertible into Class B ordinary share under any circumstance. Each Class B ordinary share, upon the completion ofthis offering, will be entitled to ten (10) votes and is convertible into one Class A ordinary share at any time by the holder thereof. Our dual-class ordinary sharestructure involves certain risks. See the relevant risk factors on page 17 of this prospectus for a detailed discussion of such risks.The United States Securities and Exchange Commission and state regulators have not approved or disapproved of these securities or determined if this prospectus istruthful or complete. Any representation to the contrary is a criminal offense.The underwriters expect to deliver the ADSs against payment in New York, New York on , 2019.g63 g63g63MORGAN STANLEY CICCProspectus dated , 2019g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56TABLE OF CONTENTSg63g63 g63No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or in any freewriting prospectus we may authorize to be delivered or made available to you. You must not rely on any unauthorized information or representations.This prospectus is an offer to sell only the ADSs offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. Theinformation contained in this prospectus is current only as of its date.Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus or any filedfree writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United Stateswho come into possession of this prospectus or any filed free writing prospectus must inform themselves about, and observe any restrictions relating to,the offering of the ADSs and the distribution of this prospectus or any filed free writing prospectus outside of the United States.Until , 2019 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade ADSs, whether or not participating in thisoffering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as the underwriterand with respect to its unsold allotments or subscriptions.g63 iPage PROSPECTUS SUMMARY 1 RISK FACTORS 17 SPECIAL NOTE REGARDING FORWARD-LOOKINGSTATEMENTS 70 USE OF PROCEEDS 72 DIVIDEND POLICY 73 CAPITALIZATION 74 DILUTION 76 ENFORCEABILITY OF CIVIL LIABILITIES 78 CORPORATE HISTORY AND STRUCTURE 80 SELECTED CONSOLIDATED FINANCIAL ANDOPERATING DATA 85 MANAGEMENTS DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OFOPERATIONS 90 INDUSTRY 124 BUSINESS 134 REGULATIONS 162 Page MANAGEMENT 179 PRINCIPAL SHAREHOLDERS 188 RELATED PARTY TRANSACTIONS 191 DESCRIPTION OF SHARE CAPITAL 193 DESCRIPTION OF AMERICAN DEPOSITARY SHARES 205 SHARES ELIGIBLE FOR FUTURE SALES 213 TAXATION 215 UNDERWRITING 222 EXPENSES RELATED TO THIS OFFERING 232 LEGAL MATTERS 233 EXPERTS 234 WHERE YOU CAN FIND ADDITIONAL INFORMATION 235 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56PROSPECTUS SUMMARYThe following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financialstatements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially therisks of investing in the ADSs discussed under “Risk Factors,” before deciding whether to invest in the ADSs. This prospectus contains informationfrom an industry report dated June 27, 2019, as amended in September 2019, commissioned by us and prepared by China Insights Consultancy, anindependent market research firm, to provide information on Chinas branded long-term apartment rental market and several other markets inChina, which we refer to as the China Insights Consultancy Report.OUR BUSINESSOur MissionProviding homes for Chinas young people.OverviewWe are a leading technology-driven long-term apartment rental platform in China, offering young, emerging urban residents conveniently-located, ready-to-move-in, and affordable branded apartments as well as facilitating a variety of value-added services. We are one of the pioneers inproviding branded rental apartments in China. Under our dispersed lease-and-operate model, we lease apartments from landlords and transformthese apartments, mostly from bare-bones condition, into standardized furnished rooms to lease to people seeking affordable residence in cities,following an efficient, technology-driven business process. We grew significantly at 114.4% CAGR from 940 available rental units in Shanghai asof December 31, 2012, the year when we started substantial operation, to 91,234 available rental units across six cities in China as of December 31,2018. We ranked first among branded long-term apartment operators in the Yangtze mega-city cluster centered around Shanghai, one of the mostprosperous regions in China, in terms of gross rental value in 2018 and the number of available rental units as of December 31, 2018, and thirdamong branded long-term apartment operators in China, in terms of the same metrics, according to China Insights Consultancy. We are the largestbranded long-term apartment rental operator with averag