20-F 1 em-20221231x20f.htm FORM 20-F
http://fasb.org/us-gaap/2022#FairValueAdjustmentOfWarrantshttp://fasb.org/us-gaap/2022#FairValueAdjustmentOfWarrants0001834253--12-31FYtruefalse000007397397073973970http://fasb.org/us-gaap/2022#PropertyPlantAndEquipmentNethttp://fasb.org/us-gaap/2022#PropertyPlantAndEquipmentNet0073973970739739707397397073973970http://fasb.org/us-gaap/2022#GeneralAndAdministrativeExpensehttp://fasb.org/us-gaap/2022#GeneralAndAdministrativeExpensehttp://fasb.org/us-gaap/2022#GeneralAndAdministrativeExpenseSmart Share Global Ltd2021-06-01P3Y0739739701110.00P1YP0Y7M6DP2Y73973970P48MP90Dhttp://fasb.org/us-gaap/2022#FairValueAdjustmentOfWarrants448412502000000P2Y6M24DP2Y1M29D4528981770001834253us-gaap:MeasurementInputSharePriceMember2020-12-100001834253us-gaap:MeasurementInputRiskFreeInterestRateMember2020-12-100001834253us-gaap:MeasurementInputPriceVolatilityMember2020-12-100001834253em:ZhixiangTechnologyMember2022-01-012022-12-310001834253em:ZhixiangInvestmentCoLtdMember2022-01-012022-12-310001834253em:ZhitongXinyiTechnologyCo.Ltd.Member2022-01-012022-12-310001834253em:ZhishengTechnologyTianjinMember2022-01-012022-12-310001834253em:ZhilangTechnologyTianjinMember2022-01-012022-12-310001834253em:SmartShareInternationalLimitedMember2022-01-012022-12-310001834253em:ShanghaiZhixiangTechnologyCoLtdMember2022-01-012022-12-310001834253country:CN2022-12-310001834253country:CN2021-12-310001834253em:Seriesa1ConvertibleRedeemablePreferredSharesMember2022-12-310001834253em:ReceivableFromHolderOfSeriesC2PreferredSharesMember2019-12-310001834253em:Seriesa1ConvertibleRedeemablePreferredSharesMember2018-08-090001834253em:Seriesa1ConvertibleRedeemablePreferredSharesMember2020-12-100001834253em:Seriesc1ConvertibleRedeemablePreferredSharesMember2019-10-150001834253em:Seriesb2ConvertibleRedeemablePreferredSharesMember2018-08-090001834253em:Seriesb1ConvertibleRedeemablePreferredSharesMember2018-08-090001834253em:Seriesa1ConvertibleRedeemablePreferredSharesMember2018-06-140001834253em:Seriesa1ConvertibleRedeemablePreferredSharesMember2017-09-260001834253em:SeriesSeedConvertibleRedeemablePreferredSharesMember2017-07-250001834253em:SeriesaConvertibleRedeemablePreferredSharesMember2017-07-250001834253em:SeriesSeedConvertibleRedeemablePreferredSharesMember2020-12-310001834253em:SeriesD1ConvertibleRedeemablePreferredSharesMember2020-12-310001834253em:Seriesc2ConvertibleRedeemablePreferredSharesMember2020-12-310001834253em:Seriesc1ConvertibleRedeemablePreferredSharesMember2020-12-310001834253em:Seriesb2ConvertibleRedeemablePreferredSharesMember2020-12-310001834253em:Seriesb1ConvertibleRedeemablePreferredSharesMember2020-12-310001834253em:SeriesaConvertibleRedeemablePreferredSharesMember2020-12-310001834253em:Seriesa1ConvertibleRedeemablePreferredSharesMember2020-12-310001834253em:SeriesSeedConvertibleRedeemablePreferredSharesMember2019-12-310001834253em:Seriesc2ConvertibleRedeemablePreferredSharesMember2019-12-310001834253em:Seriesc1ConvertibleRedeemablePreferredSharesMember2019-12-310001834253em:Seriesb2ConvertibleRedeemablePreferredSharesMember2019-12-310001834253em:Seriesb1ConvertibleRedeemablePreferredSharesMember2019-12-310001834253em:SeriesaConvertibleRedeemablePreferredSharesMember2019-12-310001834253em:Seriesa1ConvertibleRedeemablePreferredSharesMember2019-12-310001834253em:SeriesSeedConvertibleRedeemablePreferredSharesMember2020-01-012020-12-310001834253em:Seriesb2ConvertibleRedeemablePreferredSharesMember2020-01-012020-12-310001834253em:Seriesb1ConvertibleRedeemablePreferredSharesMember2020-01-012020-12-310001834253em:SeriesaConvertibleRedeemablePreferredSharesMember2020-01-012020-12-3100018342532022-09-2800018342532021-09-280001834253em:SmartSharesCgyMember2019-10-152019-10-150001834253em:SmartShareHoldingsLimitedMember2019-10-152019-10-150001834253em:SmartSharesCgyMember2021-01-012021-01-310001834253em:SmartShareHoldingsLimitedMember2021-01-012021-01-310001834253em:SmartShareBrothersMember2021-01-012021-01-310001834253us-gaap:AdditionalPaidInCapitalMemberus-gaap:IPOMember2021-01-012021-12-310001834253us-gaap:IPOMember2021-01-012021-12-310001834253em:BankOfNewYorkMellonMemberus-gaap:CommonClassAMember2021-08-012021-08-310001834253us-gaap:CommonClassAMemberus-gaap:CommonStockMemberus-gaap:IPOMember2021-01-012021-12-310001834253em:VictorFamilyLimitedMember2021-01-012021-01-310001834253em:SuperJuneLimitedMember2021-01-012021-01-310001834253em:SmartShareHoldingsLimitedMember2017-05-172017-05-170001834253em:SmartSharesCgyMember2017-01-012019-12-310001834253em:SmartShareHoldingsLimitedMember2017-07-252017-07-250001834253us-gaap:RetainedEarningsUnappropriatedMember2022-12-310001834253us-gaap:RetainedEarningsAppropriatedMember2022-12-310001834253us-gaap:AdditionalPaidInCapitalMember2022-12-310001834253us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001834253us-gaap:RetainedEarningsUnappropriatedMember2021-12-310001834253us-gaap:RetainedEarningsAppropriatedMember2021-12-310001834253us-gaap:AdditionalPaidInCapitalMember2021-12-310001834253us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310001834253us-gaap:RetainedEarningsUnappropriatedMember2020-12-310001834253us-gaap:RetainedEarningsAppropriatedMember2020-12-310001834253us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310001834253us-gaap:RetainedEarningsUnappropriatedMember2019-12-310001834253us-gaap:RetainedEarningsAppropriatedMember2019-12-310001834253us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310001834253us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001834253us-gaap:CommonClassBMemberus-gaap:CommonStockMember2022-12-310001834253us-gaap:CommonClassAMemberus-gaap:CommonStockMember2022-12-310001834253us-gaap:TreasuryStockCommonMember2022-12-310001834253us-gaap:CommonClassBMemberus-gaap:CommonStockMember2021-12-310001834253us-gaap:CommonClassAMemberus-gaap:CommonStockMember2021-12-310001834253us-gaap:TreasuryStockCommonMember2021-12-310001834253us-gaap:TreasuryStockCommonMember2020-12-310001834253us-gaap:CommonStockMember2020-12-310001834253us-gaap:TreasuryStockCommonMember2019-12-310001834253us-gaap:CommonStockMember2019-12-310001834253em:SeriesD2ConvertibleRedeemablePreferredSharesMember2021-01-060001834253em:Seriesc2ConvertibleRedeemablePreferredSharesMember2021-01-060001834253em:SeriesD1ConvertibleRedeemablePreferredSharesMember2020-12-290001834253em:SeriesD1ConvertibleRedeemablePreferredSharesMember2020-12-100001834253em:SeriesSeedConvertibleRedeemablePreferredSharesMember2019-10-150001834253em:SeriesaConvertibleRedeemablePreferredSharesMember2019-10-1500018342532019-10-150001834253us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberem:ShanghaiZhixiangTechnologyco.Ltd.Memberem:ExclusiveOptionAgreementMember2022-01-012022-12-310001834253us-gaap:EmployeeStockOptionMember2021-08-012021-08-310001834253us-gaap:RestrictedStockUnitsRSUMemberus-gaap:EmployeeStockMember2022-01-012022-12-310001834253us-gaap:RestrictedStockMember2021-01-012022-12-310001834253us-gaap:RestrictedStockUnitsRSUMemberus-gaap:EmployeeStockMember2021-01-012021-12-3100018342532021-06-300001834253us-gaap:RestrictedStockUnitsRSUMember2020-12-310001834253us-gaap:RestrictedStockMember2020-12-310001834253us-gaap:RestrictedStockUnitsRSUMember2019-12-310001834253us-gaap:RestrictedStockMember2019-12-310001834253us-gaap:RestrictedStockMember2022-01-012022-12-310001834253em:ShareIncentivePlan2021Memberus-gaap:ShareBasedCompensationAwardTrancheTwoMember2022-01-012022-12-310001834253em:ShareIncentivePlan2021Memberus-gaap:ShareBasedCompensationAwardTrancheThreeMember2022-01-012022-12-310001834253em:ShareIncentivePlan2021Memberus-gaap:ShareBasedCompensationAwardTrancheOneMember2022-01-012022-12-310001834253em:ShareIncentivePlan2021Memberem:ShareBasedPaymentArrangementTrancheFourMember2022-01-012022-12-310001834253em:SmartShareCgyHoldingLimitedMemberus-gaap:RestrictedStockUnitsRSUMember2022-01-012022-12-310001834253em:ShareIncentivePlan2021Member2022-01-012022-12-310001834253us-gaap:RestrictedStockMember2017-07-252017-07-250001834253us-gaap:GeneralAndAdministrativeExpenseMember2019-10-152019-10-150001834253us-gaap:ServiceOtherMember2022-01-012022-12-310001834253em:MobileDeviceChargingBusinessMember2022-01-012022-12-310001834253us-gaap:ServiceOtherMember2021-01-012021-12-310001834253em:MobileDeviceChargingBusinessMember2021-01-012021-12-310001834253us-gaap:ServiceOtherMember2020-01-012020-12-310001834253em:MobileDeviceChargingBusinessMember2020-01-012020-12-310001834253srt:MinimumMemberus-gaap:PropertyPlantAndEquipmentOtherTypesMember2022-01-012022-12-310001834253srt:MinimumMemberem:CabinetsMember2022-01-012022-12-310001834253srt:MaximumMemberus-gaap:PropertyPlantAndEquipmentOtherTypesMember2022-01-012022-12-310001834253srt:MaximumMemberem:CabinetsMember2022-01-012022-12-310001834253us-gaap:ToolsDiesAndMoldsMember2022-01-012022-12-310001834253us-gaap:SoftwareDevelopmentMember2022-01-012022-12-310001834253us-gaap:ComputerEquipmentMember2022-01-012022-12-310001834253em:PowerBanksMember2022-01-012022-12-310001834253us-gaap:ToolsDiesAndMoldsMember2022-12-310001834253us-gaap:SoftwareDevelopmentMember2022-12-310001834253us-gaap:PropertyPlantAndEquipmentOtherTypesMember2022-12-310001834253us-gaap:LeaseholdImprovementsMember2022-12-310001834253us-gaap:ConstructionInProgressMember2022-12-310001834253us-gaap:ComputerEquipmentMember2022-12-310001834253em:PowerBanksMember2022-12-310001834253us-gaap:ToolsDiesAndMoldsMember2021-12-310001834253us-gaap:SoftwareDevelopmentMember2021-12-310001834253us-gaap:PropertyPlantAndEquipmentOtherTypesMember2021-12-310001834253us-gaap:LeaseholdImprovementsMember2021-12-310001834253us-gaap:ConstructionInProgressMember2021-12-310001834253us-gaap:ComputerEquipmentMember2021-12-310001834253em:PowerBanksMember2021-12-310001834253us-gaap:RetainedEarningsUnappropriatedMember2022-01-012022-12-310001834253us-gaap:RetainedEarningsAppropriatedMember2020-01-012020-12-310001834253em:Seriesc2ConvertibleRedeemablePreferredSharesMember2020-01-012020-12-310001834253us-gaap:CommonClassAMemberus-gaap:IPOMember2021-04-012021-04-300001834253us-gaap:IPOMember2021-04-012021-04-300001834253us-gaap:CommonClassAMemberus-gaap:IPOMember2021-04-3000018342532021-04-300001834253em:Seriesc1ConvertibleRedeemablePreferredSharesMember2020-01-012020-12-3100018342532019-10-152019-10-150001834253us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberem:ShanghaiZhixiangTechnologyco.Ltd.Memberem:EquityInterestPledgeAgreementMember2022-12-310001834253us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-012022-12-310001834253us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-12-310001834253us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-12-3100018342532022-01-010001834253us-gaap:AccountingStandardsUpdate201602Member2022-01-010001834253srt:MinimumMember2022-12-310001834253srt:MaximumMember2022-12-310001834253us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2022-01-012022-12-310001834253us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2021-01-012021-12-310001834253em:CabinetsMember2021-12-310001834253us-gaap:FairValueInputsLevel3Member2019-12-310001834253us-gaap:FairValueInputsLevel3Member2020-01-012020-12-310001834253em:ShanghaiZhixiangTechnologyco.Ltd.Memberem:ShanghaiZhixiangTechnologyco.Ltd.Memberem:MarsGuangyuanCaiMemberus-gaap:PendingLitigationMember2021-02-280001834253us-gaap:RestrictedStockUnitsRSUMember2022-12-310001834253us-gaap:EmployeeStockOptionMember2022-12-310001834253us-gaap:RestrictedStockUnitsRSUMember2021-12-310001834253us-gaap:EmployeeStockOptionMember2021-12-310001834253em:NomineeShareholdersOfShanghaiZhixiangMember2022-12-310001834253em:NomineeShareholdersOfShanghaiZhixiangMember2021-12-310001834253us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2022-12-310001834253us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2020-01-012020-12-310001834253em:PowerBankSalesMember2022-01-012022-12-310001834253em:PowerBankSalesMember2021-01-012021-12-310001834253em:PowerBankSalesMember2020-01-012020-12-310001834253em:PurchaseMemberus-gaap:SupplierConcentrationRiskMemberem:ZmiMember2022-01-012022-12-310001834253em:PurchaseMemberus-gaap:SupplierConcentrationRiskMemberem:SupplierMember2022-01-012022-12-310001834253em:PurchaseMemberus-gaap:SupplierConcentrationRiskMemberem:SupplierBMember2022-01-012022-12-310001834253em:CustomerMemberus-gaap:AccountsReceivableMemberem:CreditAndConcentrationRiskMember2022-01-012022-12-310001834253em:CustomerCMemberus-gaap:AccountsReceivableMemberem:CreditAndConcentrationRiskMember2022-01-012022-12-310001834253em:CustomerBMemberus-gaap:AccountsReceivableMemberem:CreditAndConcentrationRiskMember2022-01-012022-12-310001834253em:PurchaseMemberus-gaap:SupplierConcentrationRiskMemberem:ZmiMember2021-01-012021-12-310001834253em:PurchaseMemberus-gaap:SupplierConcentrationRiskMemberem:SupplierMember2021-01-012021-12-310001834253em:PurchaseMemberus-gaap:SupplierConcentrationRiskMemberem:SupplierBMember2021-01-012021-12-310001834253em:CustomerMemberus-gaap:AccountsReceivableMemberem:CreditAndConcentrationRiskMember2021-01-012021-12-310001834253us-gaap:CommonClassBMemberus-gaap:IPOMember2021-04-300001834253srt:ParentCompanyMemberus-gaap:CommonClassBMember2022-12-310001834253srt:ParentCompanyMemberus-gaap:CommonClassAMember2022-12-310001834253em:SmartShareCgyHoldingLimitedMemberus-gaap:RestrictedStockUnitsRSUMember2022-12-310001834253em:SmartShareBrothersHoldingLimitedMemberus-gaap:RestrictedStockUnitsRSUMember2022-12-310001834253us-gaap:CommonStockMember2022-12-310001834253srt:ParentCompanyMemberus-gaap:CommonClassBMember2021-12-310001834253srt:ParentCompanyMemberus-gaap:CommonClassAMember2021-12-310001834253us-gaap:CommonStockMember2021-12-310001834253us-gaap:CommonClassBMember2021-12-310001834253us-gaap:CommonClassAMember2021-12-310001834253em:VariableInterestEntityPrimaryBeneficiaryIntraGroupMember2022-01-012022-12-310001834253em:VariableInterestEntityPrimaryBeneficiaryIntraGroupMember2021-01-012021-12-310001834253em:VariableInterestEntityPrimaryBeneficiaryIntraGroupMember2020-01-012020-12-310001834253srt:ParentCompanyMember2020-12-310001834253srt:ParentCompanyMember2019-12-3100018342532020-12-3100018342532019-12-310001834253us-gaap:SellingAndMarketingExpenseMember2022-01-012022-12-310001834253us-gaap:RestrictedStockUnitsRSUMember2022-01-012022-12-310001834253us-gaap:ResearchAndDevelopmentExpenseMember2022-01-012022-12-310001834253us-gaap:GeneralAndAdministrativeExpenseMember2022-01-012022-12-310001834253us-gaap:EmployeeStockOptionMember2022-01-012022-12-310001834253us-gaap:CostOfSalesMember2022-01-012022-12-310001834253us-gaap:SellingAndMarketingExpenseMember2021-01-012021-12-310001834253us-gaap:RestrictedStockUnitsRSUMember2021-01-012021-12-310001834253us-gaap:RestrictedStockMember2021-01-012021-12-310001834253us-gaap:ResearchAndDevelopmentExpenseMember2021-01-012021-12-310001834253us-gaap:GeneralAndAdministrativeExpenseMember2021-01-012021-12-310001834253us-gaap:CostOfSalesMember2021-01-012021-12-310001834253us-gaap:SellingAndMarketingExpenseMember2020-01-012020-12-310001834253us-gaap:RestrictedStockUnitsRSUMember2020-01-012020-12-310001834253us-gaap:RestrictedStockMember2020-01-012020-12-310001834253us-gaap:ResearchAndDevelopmentExpenseMember2020-01-012020-12-310001834253us-gaap:GeneralAndAdministrativeExpenseMember2020-01-012020-12-310001834253us-gaap:EmployeeStockOptionMember2020-01-012020-12-310001834253us-gaap:CostOfSalesMember2020-01-012020-12-310001834253us-gaap:AdditionalPaidInCapitalMember2022-01-012022-12-310001834253us-gaap:RetainedEarningsUnappropriatedMember2021-01-012021-12-310001834253us-gaap:RetainedEarningsUnappropriatedMember2020-01-012020-12-310001834253us-gaap:AdditionalPaidInCapitalMember2020-01-012020-12-310001834253us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2022-12-310001834253us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2021-12-310001834253srt:MinimumMemberus-gaap:StateAdministrationOfTaxationChinaMember2022-01-012022-12-310001834253srt:MaximumMemberus-gaap:StateAdministrationOfTaxationChinaMember2022-01-012022-12-310001834253country:KY2022-01-012022-12-310001834253country:CN2022-01-012022-12-310001834253em:Seriesa1ConvertibleRedeemablePreferredSharesMember2018-08-092018-08-090001834253em:SeriesD1ConvertibleRedeemablePreferredSharesMember2022-01-012022-12-310001834253em:SeriesSeedConvertibleRedeemablePreferredSharesMember2019-10-152019-10-150001834253em:SeriesaConvertibleRedeemablePreferredSharesMember2019-10-152019-10-150001834253em:SeriesSeedConvertibleRedeemablePreferredSharesMember2021-01-062021-01-060001834253em:SeriesD1ConvertibleRedeemablePreferredSharesMember2021-01-012021-12-310001834253em:Seriesc1ConvertibleRedeemablePreferredSharesMember2021-01-012021-12-310001834253em:Seriesb2ConvertibleRedeemablePreferredSharesMember2021-01-012021-12-310001834253em:Seriesb1ConvertibleRedeemablePreferredSharesMember2021-01-012021-12-310001834253em:SeriesD1ConvertibleRedeemablePreferredSharesMember2020-01-012020-12-310001834253em:ReceivableFromHolderOfSeriesC2PreferredSharesMember2020-01-012020-12-310001834253em:Seriesa1ConvertibleRedeemablePreferredSharesMember2020-01-012020-12-310001834253em:Seriesc2ConvertibleRedeemablePreferredSharesMember2019-12-240001834253us-gaap:CommonClassAMemberus-gaap:CommonStockMember2021-01-012021-12-310001834253srt:MinimumMember2022-01-012022-12-310001834253srt:MaximumMember2022-01-012022-12-3100018342532021-09-282021-09-280001834253srt:MinimumMemberem:ZmiMember2022-12-310001834253srt:MaximumMemberem:ZmiMember2022-12-310001834253us-gaap:CommonClassBMemberus-gaap:IPOMember2021-04-012021-04-300001834253us-gaap:CommonClassBMemberus-gaap:CommonStockMember2021-01-012021-12-310001834253em:SeriesSeedConvertibleRedeemablePreferredSharesMember2021-01-012021-12-310001834253em:SeriesD2ConvertibleRedeemablePreferredSharesMember2021-01-012021-12-310001834253em:Seriesc2ConvertibleRedeemablePreferredSharesMember2021-01-012021-12-310001834253em:SeriesaConvertibleRedeemablePreferredSharesMember2021-01-012021-12-310001834253em:Seriesa1ConvertibleRedeemablePreferredSharesMember2021-01-012021-12-310001834253em:ZmiMember2022-01-012022-12-310001834253em:ZmiMember2021-01-012021-12-310001834253em:ZmiMember2020-01-012020-12-310001834253em:SeriesD2ConvertibleRedeemablePreferredSharesMember2021-01-062021-01-060001834253em:Seriesc2ConvertibleRedeemablePreferredSharesMember2021-01-062021-01-060001834253em:SeriesD1ConvertibleRedeemablePreferredSharesMember2020-12-292020-12-290001834253em:SeriesD1ConvertibleRedeemablePreferredSharesMember2020-12-102020-12-100001834253em:Seriesa1ConvertibleRedeemablePreferredSharesMember2020-12-102020-12-100001834253em:Seriesc2ConvertibleRedeemablePreferredSharesMember2019-12-242019-12-240001834253em:Seriesc1ConvertibleRedeemablePreferredSharesMember2019-10-152019-10-150001834253em:Seriesb2ConvertibleRedeemablePreferredSharesMember2018-08-092018-08-090001834253em:Seriesb1ConvertibleRedeemablePreferredSharesMember2018-08-092018-08-090001834253em:Seriesa1ConvertibleRedeemablePreferredSharesMember2018-06-142018-06-140001834253em:Seriesa1ConvertibleRedeemablePreferredSharesMember2017-09-262017-09-260001834253em:SeriesSeedConvertibleRedeemablePreferredSharesMember2017-07-252017-07-250001834253em:SeriesaConvertibleRedeemablePreferredSharesMember2017-07-252017-07-250001834253em:ZmiMember2022-12-310001834253em:ZmiMember2021-12-310001834253us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberem:ShanghaiZhixiangTechnologyco.Ltd.Memberem:EquityInterestPledgeAgreementMember2022-01-012022-12-310001834253em:ShanghaiZhixiangTechnologyco.Ltd.Memberem:MarsGuangyuanCaiMemberus-gaap:PendingLitigationMember2021-02-012021-02-280001834253em:Seriesa1ConvertibleRedeemablePreferredSharesMember2022-01-012022-12-310001834253em:CapitalLeaseAgreementOfCabinetsMemberem:PeopleBetterMember2020-11-012020-11-300001834253em:CapitalLeaseAgreementOfCabinetsMemberem:PeopleBetterMember2020-05-012020-05-310001834253em:PeopleBetterMember2020-01-012020-12-310001834253us-gaap:TreasuryStockCommonMember2022-01-012022-12-310001834253us-gaap:TreasuryStockCommonMember2021-01-012021-12-310001834253em:VariableInterestEntityPrimaryBeneficiaryExcludingIntraGroupMember2022-01-012022-12-310001834253em:VariableInterestEntityPrimaryBeneficiaryExcludingIntraGroupMember2021-01-012021-12-310001834253em:VariableInterestEntityPrimaryBeneficiaryExcludingIntraGroupMember2020-01-012020-12-310001834253em:SmartShareHoldingsLimitedMember2017-06-012017-06-010001834253country:HK2022-01-012022-12-310001834253em:ShanghaiZhixiangTechnologyco.Ltd.Member2022-01-012022-12-310001834253em:TerminatedArrangementsMember2022-01-012022-12-310001834253srt:ParentCompanyMember2022-01-012022-12-310001834253srt:ParentCompanyMember2021-01-012021-12-310001834253srt:ParentCompanyMember2020-01-012020-12-310001834253em:CabinetsMember2022-12-310001834253us-gaap:EmployeeStockOptionMember2021-01-012021-12-310001834253em:TerminatedArrangementsMember2022-12-310001834253us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberem:ZhixiangTechnologyMember2022-01-012022-12-310001834253us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberem:ZhixiangTechnologyMember2021-01-012021-12-310001834253us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberem:ZhixiangTechnologyMember2020-01-012020-12-310001834253us-gaap:CommonClassBMember2021-03-120001834253us-gaap:CommonClassAMember2021-03-1200018342532022-12-310001834253em:ShanghaiZhixiangTechnologyco.Ltd.Member2022-12-310001834253em:ShanghaiZhixiangTechnologyco.Ltd.Member2021-12-310001834253us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberem:ZhixiangTechnologyMemberem:EquityInterestPledgeAgreementMember2022-01-012022-12-310001834253us-gaap:CommonStockMember2021-01-012021-12-310001834253us-gaap:AdditionalPaidInCapitalMember2021-01-012021-12-3100018342532021-01-012021-12-3100018342532020-01-012020-12-310001834253srt:ParentCompanyMember2022-12-310001834253srt:ParentCompanyMember2021-12-3100018342532021-12-310001834253dei:AdrMember2022-01-012022-12-310001834253us-gaap:CommonClassAMember2022-01-012022-12-310001834253us-gaap:CommonClassBMember2022-12-310001834253us-gaap:CommonClassAMember2022-12-310001834253dei:BusinessContactMember2022-01-012022-12-3100018342532022-01-012022-12-31xbrli:sharesiso4217:CNYiso4217:USDem:Votexbrli:pureiso4217:USDxbrli:sharesiso4217:CNYxbrli:sharesiso4217:USDiso4217:CNYem:item

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, 2022

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from         to

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

Commission File Number: 001-40298

Smart Share Global Limited

(Exact Name of Registrant as Specified in Its Charter)

N/A

(Translation of Registrant’s Name into English)

Cayman Islands

(Jurisdiction of Incorporation or Organization)

6th Floor, 799 Tianshan W Road

Changning District, Shanghai 200335

People’s Republic of China

(Address of Principal Executive Offices)

Maria Yi Xin, Chief Financial Officer
Telephone: +86 21 6050 3535
Email: maria@enmonster.com
6th Floor, 799 Tianshan W Road
Changning District, Shanghai 200335
People’s Republic of China

(Name, Telephone, Email 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

American depositary shares, each
representing two Class A ordinary shares

Class A ordinary shares, par value*
US$0.0001 per share

EM

The Nasdaq Stock Market LLC

(The Nasdaq Global Select Market)

The Nasdaq Stock Market LLC

(The Nasdaq Global Select Market)

*

Not for trading, but only in connection with the listing of American depositary shares on the Nasdaq Global Select Market.

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.

444,390,065 Class A ordinary shares, par value US$0.0001 per share, and 73,973,970 Class B ordinary shares, par value
US$0.0001 per share, as of December 31, 2022.

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 electronically every Interactive Data File required to be submitted and posted 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.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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 Section 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

TABLE OF CONTENTS

INTRODUCTION

1

FORWARD-LOOKING INFORMATION

3

PART I

4

Item 1.

Identity of Directors, Senior Management and Advisers

4

Item 2.

Offer Statistics and Expected Timetable

4

Item 3.

Key Information

4

Item 4.

Information on the Company

72

Item 4A.

Unresolved Staff Comments

106

Item 5.

Operating and Financial Review and Prospects

106

Item 6.

Directors, Senior Management and Employees

122

Item 7.

Major Shareholders and Related Party Transactions

131

Item 8.

Financial Information

132

Item 9.

The Offer and Listing

133

Item 10.

Additional Information

134

Item 11.

Quantitative and Qualitative Disclosures about Market Risk

148

Item 12.

Description of Securities Other than Equity Securities

149

PART II

151

Item 13.

Defaults, Dividend Arrearages and Delinquencies

151

Item 14.

Modifications to the Rights of Security Holders and Use of Proceeds

151

Item 15.

Controls and Procedures

151

Item 16A.

Audit Committee Financial Expert

153

Item 16B.

Code of Ethics

153

Item 16C.

Principal Accountant Fees and Services

153

Item 16D.

Exemptions from the Listing Standards for Audit Committees

154

Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

154

Item 16F.

Change in Registrant’s Certifying Accountant

154

Item 16G.

Corporate Governance

154

Item 16H.

Mine Safety Disclosure

155

Item 16I.

Disclosure Regarding Foreign Jurisdiction that Prevent Inspections

155

PART III

156

Item 17.

Financial Statements

156

Item 18.

Financial Statements

156

Item 19.

Exhibits

156

SIGNATURES

158

INTRODUCTION

In this annual report, except where the context otherwise requires, unless otherwise indicated and for purposes of this annual report only:

“ADRs” refers to the American depositary receipts that may evidence the ADSs;
“ADSs” refers to our American depositary shares, each of which represents two Class A ordinary shares;
“available-for-use power banks” as of a certain date refers to the number of power banks in circulation on that day;
“average revenues per power bank” in a given period refers to the result calculated by dividing the sum of revenues from the mobile device charging service and power bank sales in a given period by the result of dividing the sum of the numbers of power banks in circulation on the first and last days of that period by two;
“China” or the “PRC” refers to the People’s Republic of China, excluding, for the purposes of this annual report only, Hong Kong, Macau and Taiwan; we currently do not conduct any business in Hong Kong; however, in the event that we decide to operate in Hong Kong and if mainland China regulations are applied in Hong Kong in the future, the legal and operational risks associated with having operations in mainland China would also apply to our operations in Hong Kong;
“Class A ordinary shares” refers to our Class A ordinary shares, par value US$0.0001 per share;
“Class B ordinary shares” refers to our Class B ordinary shares, par value US$0.0001 per share;
“Energy Monster,” “we,” “us” and “our” refers to Smart Share Global Limited, our Cayman Islands holding company, and its subsidiaries;
“in circulation” in the context of “a power bank is in circulation for a day” refers to the power bank being stored in a POI’s cabinet or in the possession of a user during the course of utilizing our mobile device charging service for that day;
“IP” refers to intellectual property;
“KA” refers to key account;
“number of POIs” refers to the total number of unique locations whose proprietors (location partners) have entered into contracts with us or our network partners;
“offline network” refers to the collective network formed through our cabinets which are placed at location partners. Our cabinets are used to charge and store power banks, and serve as a point of contact for users to access our mobile device charging services;
“online network” refers to our user base who access our service through online portals such as mini programs, as well as our cabinets and power banks that are connected to the internet;
“our company” refers to Smart Share Global Limited;
“registered users” refers to users who have agreed to register their mobile phone numbers with us via our mini programs, and we calculate the number of cumulative registered users at a certain date by the number of unique mobile phone numbers that have been registered with us;
“RMB” and “Renminbi” refers to the legal currency of China;
“Shanghai Zhixiang” refers to Shanghai Zhixiang Technology Co., Ltd., with which we maintain contractual arrangements;

1

Smart Share International Limited” refers to our intermediary holding company, a private company limited by shares incorporated in Hong Kong, that does not conduct any business operation. It directly owns our PRC subsidiaries, Zhixiang Investment WFOE, Zhixiang WFOE and Tianhui Co., Ltd.;
“US$,” “U.S. dollars,” “$” and “dollars” refers to the legal currency of the United States;
“VIE” refers to Shanghai Zhixiang, a variable interest entity;
“WFOEs” refers to Zhixiang Investment WFOE and Zhixiang WFOE;
“Zhixiang Investment WFOE” refers to Zhixiang Investment Co., Ltd. and
“Zhixiang WFOE” refers to Zhixiang Technology (Shanghai) Co., Ltd.

We present our financial results in RMB. We make no representation that any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or RMB, as the case may be, at any particular rate, or at all. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade. This annual report contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Unless otherwise stated, all translations of Renminbi into U.S. dollars were made at the rate at RMB6.8972 to US$1.0000, the exchange rate as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System in effect as of December 30, 2022.

2

FORWARD-LOOKING INFORMATION

This annual report on Form 20-F contains forward-looking statements that reflect our current expectations and views of future events. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “future,” “potential,” “continue” or other similar expressions. 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. These forward-looking statements include statements relating to, among other things:

our goals and strategies;
our future business development, financial conditions and results of operations;
the expected growth of the mobile device charging service industry in China;
our expectations regarding the prospects of our business model and demand for and market acceptance of our products and services;
our expectations regarding maintaining and strengthening our relationships with users, customers, network partners, location partners, assembly partners, suppliers, other business partners and other stakeholders;
competition in our industry;
relevant government policies and regulations relating to our industry;
general economic and business conditions as well the COVID-19 situations globally and in China; and
assumptions underlying or related to any of the foregoing.

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Item 3. Key Information—D. Risk Factors,” “Item 4. Information on the Company—B. Business Overview,” “Item 5. Operating and Financial Review and Prospects” and other sections in this annual report. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. You should read this annual report and the documents that we refer to in this annual report and have filed as exhibits to this annual report completely and with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

You should not rely upon forward-looking statements as predictions of future events. 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 or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

3

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 Holding Company Structure and Contractual Arrangements with the VIE

Smart Share Global Limited is not a PRC operating company, but rather a Cayman Islands holding company with no equity ownership in the VIE. Our Cayman Islands holding company does not conduct business operations in China directly, but through (i) our PRC subsidiaries and (ii) the VIE in China with which we maintain contractual arrangements. PRC laws and regulations impose certain restrictions on foreign ownership in entities that provide value-added telecommunication services, with certain exceptions. Specifically, foreign ownership of an internet information service provider may not exceed 50%. Accordingly, we operate these businesses in China through the VIE, and rely on contractual arrangements among our PRC subsidiaries, the VIE and its shareholders to conduct the business operations of the VIE. For the years ended December 31, 2020, 2021 and 2022, revenues contributed by the variable interest entities in China were 0.34%, 0.46% and 0.0% of our total revenues, respectively. For the years ended December 31, 2020, 2021 and 2022, third-party revenues contributed by the variable interest entities were RMB9.4 million, RMB16.4 million and RMB0.01 million, respectively, and the inter-company service charges by the variable interest entities to WFOEs were RMB406.7 million, RMB103.9 million and RMB2.6 million, respectively. As of the date of this annual report, we have completed the termination of the variable interest entity that had no significant operations, and as a result, Shanghai Zhixiang is the only VIE with which we maintain contractual arrangements. As used in this annual report, “we,” “us” and “our” refer to Smart Share Global Limited and its subsidiaries. Investors in our ADSs are not purchasing equity interest in the VIE in China but instead are purchasing equity interest in a holding company incorporated in the Cayman Islands.

A series of contractual agreements, including proxy agreements, equity interest pledge agreement, exclusive business cooperation agreement, exclusive asset subscription agreement, exclusive call option agreement and spousal consent letter have been entered into by and among our PRC subsidiaries, the VIE and its shareholders. Under the proxy statements, the VIE’s shareholders irrevocably authorized Zhixiang WFOE to act on behalf of them as sole proxy attorney, to the extent permitted by PRC law, to exercise all rights concerning all the equity interest held by each of them in the VIE. Under the equity interest pledge agreement, the VIE’s shareholders pledged all of their equity interests in the VIE to Zhixiang WFOE as security for repayment obligations of any and all due payments, and without the prior written consent of Zhixiang WFOE, the VIE’s shareholders will not transfer, or create or allow any encumbrance on the pledged equity interests, except as otherwise provided in the exclusive call option agreement. Under the exclusive business cooperation agreement, the VIE appointed Zhixiang WFOE or Zhixiang WFOE’s designee(s) as its exclusive service provider providing full business support, technology services and consultancy services, in exchange for consultancy and service fees paid by the VIE, the price of which is mutually agreed in each quarterly bill according to the amount and commercial value of the services provided to the VIE. Under the exclusive asset subscription agreement, the VIE irrevocably granted Zhixiang WFOE, to the extent permitted by PRC law, an irrevocable and exclusive right to purchase, or designate a third party to purchase, all the intellectual property rights and all the other assets currently owned or to be owned by the VIE at any time at a purchase price equal to the lowest price permissible by PRC law. Under the exclusive call option agreement, each of the shareholders of the VIE irrevocably granted Zhixiang WFOE, to the extent permitted by PRC law, an irrevocable and exclusive right to purchase, or designate a third party to purchase, all or any part of their equity interests at any time or from time to time at a purchase price equal to the lowest price permissible by PRC law. Under the spousal consent letter, the signing spouse unconditionally and irrevocably agreed that the equity interest in the VIE held by and registered in the name of such shareholder be disposed of in accordance with the agreements described above. For more details of these contractual arrangements, see “Item 4. Information on the Company—C. Organizational Structure—Contractual Arrangements with The VIE and Its Shareholders.” As a result of these contractual arrangements, our company is considered the primary beneficiary of the VIE for accounting purposes and consolidates the VIE as required by Accounting Standards Codification topic 810, Consolidation. Accordingly, we treat the VIE as our consolidated entity under U.S. GAAP, and we consolidate the financial results of the VIE in our consolidated financial statements in accordance with U.S. GAAP. The shareholders of Shanghai Zhixiang, the VIE, are directors or members of senior management of our company. We consider such individuals suitable to act as the shareholders of the VIE because of, among other considerations, their contribution to us, their competence and their length of service with and loyalty to us.

4

However, the contractual arrangements may not be as effective as direct ownership in providing us with control over the VIE, and we may incur substantial costs to enforce the terms of the arrangements. Uncertainties in the PRC legal system may limit the ability of Smart Share Global Limited, as a Cayman Islands holding company, to enforce these contractual arrangements. Meanwhile, there are very few precedents as to whether contractual arrangements would be judged to form effective control over a variable interest entity through the contractual arrangements, or how contractual arrangements in the context of a variable interest entity should be interpreted or enforced by the PRC courts. Should legal actions become necessary, we cannot guarantee that the court will rule in favor of the enforceability of the contractual arrangements with the VIE. In the event 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 the VIE, and our ability to conduct our business may be materially adversely affected. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure—We rely on contractual arrangements with the VIE and its respective shareholders for our operations in China, which may not be as effective in providing operational control as direct ownership.”

Moreover, the shareholders of Shanghai Zhixiang also own the majority of the voting shares of our company. The enforceability, and therefore the benefits of, the VIE contractual agreements between our company and Shanghai Zhixiang depend on those individuals enforcing the contracts. There is a risk that the benefits of ownership between our company and Shanghai Zhixiang may not be aligned in the future, and they may fail to perform their contractual obligations, which would have a significant negative impact to our company. Our operations depend on Shanghai Zhixiang to honor its VIE contractual agreements with us, and our company’s ability to control Shanghai Zhixiang also depends on the authorization by the shareholders of Shanghai Zhixiang to exercise voting rights on all matters requiring shareholder approval in Shanghai Zhixiang. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure—The shareholders of the VIE may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.”

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 company with respect to its contractual arrangements with the VIE and its 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 the VIE is found to be in violation of any existing or future PRC laws or regulations, or fails to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures. If the PRC government deems that our contractual arrangements with the 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 or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. Our company, our PRC subsidiaries and VIE, and investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the VIE and, consequently, result in a material change in our operations, and our Class A ordinary shares and ADSs may decline significantly in value or become worthless. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure—If the PRC government finds that the agreements that establish the structure for operating some of our operations in China do not comply with PRC regulations relating to 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 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure—Uncertainties exist with respect to the interpretation and implementation of the PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations.”

5

The following diagram illustrates our corporate structure, including our principal subsidiaries and consolidated variable interest entity as of the date of this annual report.

Graphic

(1)Shareholders of Shanghai Zhixiang and their respective shareholdings in Shanghai Zhixiang and relationship with our company are (i) Mars Guangyuan Cai (62.0%), our chairman and chief executive officer, (ii) Peifeng Xu (30.0%), our chief operating officer, and (iii) Victor Yaoyu Zhang (8.0%), our chief marketing officer.

Other Risks Related to Our PRC Operations

We face various risks and uncertainties related to doing business in China. Our business operations are conducted in China, and we are subject to complex and evolving PRC laws and regulations. For example, we face risks associated with regulatory approvals on offshore offerings and oversight on cybersecurity and data privacy, which may impact our ability to conduct certain businesses, accept foreign investments or list on a United States or other foreign exchange. These risks could result in a material adverse change in our operations and the value of our ADSs, significantly limit or completely hinder our ability to continue to offer securities to investors or cause the value of such securities to significantly decline or become worthless. For a detailed description of Risks Relating to doing business in China, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China.”

PRC government’s authority in regulating our operations and its oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Implementation of industry-wide regulations in this nature may cause the value of such securities to significantly decline or become worthless. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—The PRC government’s oversight over our business operation could result in a material adverse change in our operations and the value of our ADSs.”

Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in China, could result in a material adverse change in our operations and the value of our ADSs. For more details, see “Item 3. Key Information—D. Risk Factors— Risks Relating to Doing Business in China—Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us.”

6

The Holding Foreign Companies Accountable Act

Pursuant to the Holding Foreign Companies Accountable Act, or the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the United States Public Company Accounting Oversight Board, or the PCAOB, for two consecutive years, the SEC will prohibit our shares or the ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States. On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including our auditor. In May 2022, the SEC conclusively listed our company as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the Securities and Exchange Commission, or the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year, and if we were so identified for two consecutive years, we would become subject to the prohibition on trading under the HFCAA. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections” and “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.”

Permissions Required from the PRC Authorities for Our Operations and Overseas Financing Activities

We conduct our business through our PRC subsidiaries and the VIE in China. Our operations in China are governed by PRC laws and regulations. As of March 31, 2023, our PRC subsidiaries and the VIE have obtained the requisite licenses and permits from the PRC government authorities that are necessary for our business operations in China, namely, (i) business license, (ii) the value-added telecommunication business license, (iii) the Hi-Tech Enterprise Certificate, (iv) the Filing Certificate for Classified Protection of Information System Security, (v) the Radio Transmission Equipment Type Approval Certificate, (vi) the Food Operation License, (vii) the Liquor Retail License and (viii) the Liquor Wholesale License, and have not been denied such licenses and permits. As advised by our PRC legal counsel, Commerce & Finance Law Offices, (i) as of March 31, 2023, except for the risks as disclosed in “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business and Industry—Any lack of requisite approvals, licenses or permits applicable to our business may have a material and adverse impact on our business, financial condition and results of operations” and “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—Increases in labor costs and enforcement of stricter labor laws and regulations in China may adversely affect our business and our profitability,” each of the PRC subsidiaries and the VIE has obtained all necessary licenses and permits as required by Chinese authorities to conduct its business in the manner described in this annual report; (ii) under the current PRC laws, regulations and rules, as of the date of this annual report, our future offshore offering or listing in an overseas market will be subject to the filing requirements of the China Securities Regulatory Commission, or the CSRC; and (iii) under the current PRC laws, regulations and rules, as of the date of this annual report, the PRC subsidiaries and the VIE are not required by the Cyberspace Administration of China, or the CAC, to go through cybersecurity review in connection with our company’s issuance of securities to foreign investors. However, our PRC legal counsel has also advised us that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules. Accordingly, the PRC regulatory authorities may take a view that is contrary to the opinion of our PRC legal counsel. Given the uncertainties of interpretation and implementation of relevant laws and regulations and the enforcement practice by relevant government authorities, we may be required to obtain additional licenses, permits, filings or approvals for the functions and services of our platform in the future.

7

On February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and five supporting guidelines, or the Trial Measures, which came into effect on March 31, 2023. According to the Trial Measures, a filing-based regulatory system will be applied to overseas offering and listing of PRC domestic companies. Pursuant to the Announcement relating to the Notice on Filing Management Arrangements for Overseas Securities Offering and Listing by Domestic Companies issued on February 17, 2023 by the CSRC, domestic companies that had been listed overseas prior to March 31, 2023 are categorized as “existing enterprises” and are not required to file with the CSRC with respect to their previous listings immediately. Additionally, such companies are required to fulfill the filing requirements when such companies conduct follow-on offerings, capital raising activities or other activities for which filings with the CSRC are required pursuant to the Trial Measures. Therefore, any follow-on offering or subsequent listing of our securities in overseas markets, including our follow-on offerings, issuance of convertible bonds, offshore relisting after going-private transactions, and other equivalent offering activities, will be subject to the filing procedures with the CSRC. Furthermore, we are required to file a report with the CSRC after the occurrence and public disclosure of certain material corporate events, including but not limited to, change of control and voluntary or mandatory delisting.

There remain uncertainties as to the interpretation and implementation of regulatory requirements. Particularly, it is uncertain whether it would be possible for us or how long it will take us to complete the required filing procedures in case we are required to do so. If we fail to obtain the relevant approval or complete the filing procedures for any future offshore offering or listing, we may face sanctions by the CSRC or other PRC regulatory authorities, which may include fines and penalties on our operations in China, limitations on our operating privileges in China, restrictions on or prohibition of the payments or remittance of dividends by our subsidiaries in China, restrictions on or delays to our future financing transactions offshore, 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. In addition, there are uncertainties with regard to whether any report filed with the CSRC after the occurrence of certain material corporate events will be subject to any further action from the CSRC. For more detailed information, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—The filing with the China Securities Regulatory Commission is required and approval of other PRC governmental authorities may be required in connection with our offshore offerings under PRC law, and we cannot predict whether or for how long we will be able to obtain such approval or complete such filing” and “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business and Industry—Our business is subject to complex and evolving Chinese and other applicable laws and regulations regarding cybersecurity, information security, privacy and data protection. Many of these laws and regulations are subject to change and uncertain interpretation, and any failure or perceived failure to comply with these laws and regulations could result in claims, changes to our business practices, negative publicity, legal proceedings, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business.”

8

Cash Flows through Our Organization

We have established relevant controls and procedures for cash flows within our organization. Each transfer of cash between our company and a subsidiary or a VIE is subject to internal approval. We have implemented a cash management policy that dictates how funds are transferred between Smart Share Global Limited, our subsidiaries, the VIE or investors, for purposes of establishing good internal control over cash management. Under our cash management policy, cash is managed by the treasury department of our company, and each transfer of cash between Smart Share Global Limited and a subsidiary or the VIE is subject to internal approval. The treasury department monitors the inter-company transfer of funds based on the projected annual cash flow statements of our company, our subsidiaries and the VIE. The treasury department also prepares funds reports regularly, analyzes funds usage and verifies and reports events that lead to major fluctuations in funds to our management team. We only allow authorized departments and personnel to have access to our funds, and we also segregate duties between personnel involved in funds management. The cash inflows of our company were primarily generated from the proceeds we received from our public offerings of ADSs and other financing activities. Smart Share Global Limited transfers cash to its wholly-owned Hong Kong subsidiaries by making capital contributions or providing loans, and the Hong Kong subsidiaries transfer cash to the subsidiaries in China by making capital contributions or providing loans to them. Because Smart Share Global Limited and its subsidiaries control the variable interest entities through contractual arrangements, Smart Share Global Limited and its subsidiaries are not able to make direct capital contribution to the variable interest entities. However, Smart Share Global Limited and its subsidiaries may transfer cash to the variable interest entities by loans or by making payment to the variable interest entities for inter-group transactions. There is no assurance the PRC government will not intervene in or impose restrictions on the ability of Smart Share Global Limited, its subsidiaries and the VIE to transfer cash. To the extent cash in the business is in the PRC or a PRC entity, the funds may not be available to fund operations or for other use outside of the PRC due to interventions in or the imposition of restrictions and limitations on the ability of Smart Share Global Limited, its subsidiaries or the VIE by the PRC government to transfer cash. In 2020, 2021 and 2022, Smart Share Global Limited, through its intermediate holding company, provided capital contribution of RMB178.2 million, RMB1,005.0 million and RMB297.1 million, respectively, to its subsidiaries in China. For details of capital contribution from Smart Share Global Limited to its subsidiaries, see the “investments in subsidiaries” as in the selected condensed consolidated cash flows information under “Item 3. Key Information—A. [Reserved]—Financial Information Related to the Variable Interest Entities.” In 2020, 2021 and 2022, Smart Share Global Limited did not provide loans to its subsidiaries in China. For the years ended December 31, 2020, 2021 and 2022, no assets other than cash were transferred between our company and our PRC subsidiaries and the variable interest entities, no subsidiaries paid dividends or made other distributions to Smart Share Global Limited, and no dividends or distributions were paid or made to U.S. investors. Pursuant to the Exclusive Business Cooperation Agreement between our wholly-owned PRC subsidiary and the respective variable interest entity and its shareholders, the amount of consultancy and service fees should be mutually agreed in each quarterly bill according to the amount and commercial value of the services provided to the variable interest entity. However, our WFOE may adjust the standard of consultancy and service fees according to the amount and content of services provided. According to the existing VIE agreements, for the years ended December 31, 2020, 2021 and 2022, the amount of consultancy and service fees paid by variable interest entities to WFOEs were RMB37.3 million, RMB18.3 million and RMB6.5 million, respectively. For details of the amount of consultancy and service fees paid by variable interest entities to WFOEs, see “intercompany payments from service charge” as in the selected condensed consolidated cash flows information under “Item 3. Key Information—A. [Reserved]—Financial Information Related to the Variable Interest Entities.” In 2020, 2021 and 2022, our subsidiaries in China did not provide loans to the variable interest entities. In 2020, 2021 and 2022, our subsidiaries in China paid RMB124.2 million, RMB88.0 million and RMB14.6 million, respectively, to the variable interest entities for intra-group transactions. For details of the amount paid by our subsidiaries to the variable interest entities, see “intercompany receipts from service charge” as in the selected condensed consolidated cash flows information under “Item 3. Key Information—A. [Reserved]—Financial Information Related to the Variable Interest Entities.” If there is any amount payable to relevant WFOEs under the VIE agreements, the variable interest entities will settle the amount accordingly. For details of the financial position, cash flows and results of operations of the variable interest entities, see the selected condensed consolidated financial information under “Item 3. Key Information—A. [Reserved]—Financial Information Related to the Variable Interest Entities,” “Item 5. Operating and Financial Review and Prospects—A. Operating Results” and the consolidated financial statements commencing on page F-1, included in this annual report on Form 20-F.

9

As a Cayman Islands holding company, Smart Share Global Limited may receive dividends from its PRC subsidiaries. Under the Enterprise Income Tax Law of the PRC, or the EIT Law, and related regulations, dividends, interests, rent or royalties payable by a foreign-invested enterprise, such as our PRC subsidiaries, to any of its foreign non-resident enterprise investors, and proceeds from any such foreign enterprise investor’s disposition of assets (after deducting the net value of such assets) are subject to a 10% withholding tax, unless the foreign enterprise investor’s jurisdiction of incorporation has a tax treaty with China that provides for a reduced rate of withholding tax. Hong Kong has a tax arrangement with mainland China that provides for a 5% withholding tax on dividends subject to certain conditions and requirements, such as the requirement that the Hong Kong resident enterprise own at least 25% of the PRC enterprise distributing the dividend at all times within the 12-month period immediately preceding the distribution of dividends and be a “beneficial owner” of the dividends. Smart Share International Limited, which directly owns our PRC subsidiaries, Zhixiang Investment WFOE, Zhixiang WFOE and Tianhui Co., Ltd., is incorporated in Hong Kong. However, if Smart Share International Limited is not considered to be the beneficial owner of the dividends paid to it by Zhixiang Investment WFOE, Zhixiang WFOE and Tianhui Co., Ltd. under the tax circulars promulgated in February 2009 and February 2018, such dividends would be subject to withholding tax at a rate of 10%. If our PRC subsidiaries declare and distribute 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. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.” for more details. 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%. See “Risk Factors—Risks Relating to Doing Business in China—If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or ADS holders.”

For purposes of illustration, the following discussion reflects the hypothetical taxes that might be required to be paid within China, assuming that (i) our company has taxable earnings, and (ii) our company determines to pay dividends in the future.

    

Tax calculation(1)

 

Hypothetical pre-tax earnings (2)

 

100

%

Tax on earnings at statutory rate of 25%(3)

  

(25)

%

Net earnings available for distribution

 

75

%

Withholding tax at standard rate of 10%(4)

  

(7.5)

%

Net distribution to Parent/Shareholders

 

67.5

%

(1)For purposes of this example, the tax calculation has been simplified. The hypothetical book pre-tax earnings amount, not considering timing differences, is assumed to equal taxable income in China.
(2)Under the terms of VIE agreements, our PRC subsidiaries may charge the variable interest entities for services provided to the variable interest entities. These service fees shall be recognized as expenses of the variable interest entities, with a corresponding amount as service income by our PRC subsidiaries and eliminate in consolidation. For income tax purposes, our PRC subsidiaries and the variable interest entities file income tax returns on a separate company basis. The service fees paid are recognized as a tax deduction by the variable interest entities and as income by our PRC subsidiaries and are tax neutral.
(3)Certain of our subsidiaries and the variable interest entities enjoy tax holiday of two-year EIT exemption and subsequently three-year 12.5% preferential tax rate in China. However, such rate may not be available in a future period when distributions are paid. For purposes of this hypothetical example, the table above reflects a maximum tax scenario under which the full statutory rate would be effective.
(4)The PRC Enterprise Income Tax Law imposes a withholding income tax of 10% on dividends distributed by a foreign invested enterprise, or FIE, to its immediate holding company outside of China. A lower withholding income tax rate of 5% is applied if the FIE’s immediate holding company is registered in Hong Kong SAR or other jurisdictions that have a tax treaty arrangement with mainland China, subject to a qualification review at the time of the distribution. For purposes of this hypothetical example, the table above assumes a maximum tax scenario under which the full withholding tax would be applied.

The table above has been prepared under the assumption that all profits of the variable interest entities will be distributed as fees to our PRC subsidiaries under tax-neutral contractual arrangements. If, in the future, the accumulated earnings of the variable interest entities exceed the service fees paid to our PRC subsidiaries (or if the current and contemplated fee structure between the intercompany entities is determined to be non-substantive and disallowed by Chinese tax authorities), the variable interest entities could make a non-deductible transfer to our PRC subsidiaries for the amounts of the stranded cash in the variable interest entities. This would result in such transfer being non-deductible expenses for the variable interest entities but still taxable income for the PRC subsidiaries. Such a transfer and the related tax burdens would reduce our after-tax income to approximately 50.6% of the pre-tax income. Our management believes that there is only a remote possibility that this scenario would happen.

10

Under PRC laws and regulations, we are subject to restrictions on foreign exchange and cross-border cash transfers, including to U.S. investors. For instance, under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange, or SAFE, by complying with certain procedural requirements. However, approval from appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. Our ability to distribute earnings to our company and U.S. investors is also limited. Our company is a Cayman Islands holding company and may rely on dividends and other distributions on equity paid by our PRC subsidiaries, which in turn relies on consultancy, service and other fees paid to our company by the variable interest entities, for its cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to its shareholders and service any debt we may incur. When any of our PRC subsidiaries incurs debt on its own behalf, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.

Our subsidiaries’ ability to distribute dividends is based upon their distributable earnings. Current PRC regulations permit our PRC subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of our PRC subsidiaries and the variable interest entities is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each of such entities in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. These reserves are not distributable as cash dividends.

In addition, our PRC subsidiaries and the variable interest entities generate their revenue primarily in Renminbi, which is not freely convertible into other currencies. As a result, any restriction on currency exchange may limit the ability of our PRC subsidiaries to pay dividends to us. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business” and “Item 3. Key Information—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 delay or prevent us from using the proceeds of our securities offering to make loans or additional capital contributions to our PRC subsidiaries and the VIE, which could materially and adversely affect our liquidity and our ability to fund and expand our business.”

A.[Reserved]

The following selected consolidated statements of operations data for the years ended December 31, 2020, 2021 and 2022, selected consolidated balance sheet data as of December 31, 2021 and 2022, and selected consolidated statements of cash flow data for the years ended December 31, 2020, 2021 and 2022 have been derived from our audited consolidated financial statements included elsewhere in this annual report. The selected consolidated statements of operations data and cash flow data for the years ended December 31, 2019 and the selected consolidated balance sheet data as of December 31, 2019 and 2020 have been derived from our audited consolidated financial statements, which are not included in this annual report. Our consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. Despite the lack of legal majority ownership, our Cayman Island holding company is considered the primary beneficiary of the variable interest entities and consolidates the variable interest entities and their respective subsidiaries as required by Accounting Standards Codification topic 810, Consolidation. Accordingly, we treat the variable interest entities as our consolidated entities under U.S. GAAP and we consolidate the financial results of the variable interest entities in our consolidated financial statements in accordance with U.S. GAAP.

You should read this Selected Consolidated Financial Data section together with our consolidated financial statements and the related notes in conjunction with “Item 5. Operating and Financial Review and Prospects” included elsewhere in this annual report. Our historical results are not necessarily indicative of our results expected for future periods.

11

The following table presents our selected consolidated statements of operations data for the years ended December 31, 2019, 2020, 2021 and 2022.

For the Year Ended December 31,

2019

2020

2021

2022

RMB

RMB

RMB

RMB

US$

(in thousands)

Selected Consolidated Statements of Operations Data:

Revenues

Mobile device charging business

    

1,924,264

    

2,711,541

    

3,455,797

    

2,754,143

    

399,313

Power bank sales

 

70,448

 

77,598

 

102,857

 

59,476

 

8,623

Others

 

27,598

 

20,220

 

26,737

 

24,571

 

3,562

Total revenues

 

2,022,310

 

2,809,359

 

3,585,391

 

2,838,190

 

411,498

Cost of revenues(1)

 

(292,494)

 

(430,773)

 

(557,177)

 

(556,923)

 

(80,746)

Research and development expenses(1)

 

(65,471)

 

(70,938)

 

(93,882)

 

(90,655)

 

(13,144)

Sales and marketing expenses(1)

 

(1,362,185)

 

(2,121,006)

 

(2,950,972)

 

(2,712,330)

 

(393,251)

General and administrative expenses(1)

 

(82,448)

 

(79,600)

 

(118,973)

 

(112,403)

 

(16,297)

Other operating income

 

12,349

 

24,790

 

26,614

 

12,876

 

1,867

Income/(loss) from operations

 

232,061

 

131,832

 

(108,999)

 

(621,245)

 

(90,073)

Interest and investment income

 

10,184

 

10,271

 

30,560

 

52,389

 

7,596

Interest expense to third parties

 

(26,963)

 

(39,596)

 

(38,051)

 

(31,282)

 

(4,535)

Interest expense to a related party

 

 

(1,032)

 

 

 

Foreign exchange (loss)/gain, net

 

(1,973)

 

(485)

 

(7,935)

 

3,787

 

549

Other (loss)/income, net

 

(8)

 

443

 

(190)

 

(413)

 

(60)

Change in fair value of warrant liabilities

 

(865)

 

(7,442)

 

 

 

Income/(loss) before income tax expense

 

212,436

 

93,991

 

(124,615)

 

(596,764)

 

(86,523)

Income tax expense

 

(45,830)

 

(18,564)

 

 

(114,476)

 

(16,597)

Net income/(loss)

 

166,606

 

75,427

 

(124,615)

 

(711,240)

 

(103,120)

Accretion of convertible redeemable preferred shares

 

(406,828)

 

(3,206,324)

 

(4,729,719)

 

 

Deemed dividend to preferred shareholders

 

(24,229)

 

 

(104,036)

 

 

Net loss attributable to ordinary shareholders of Smart Share Global Limited

 

(264,451)

 

(3,130,897)

 

(4,958,370)

 

(711,240)

 

(103,120)

Net income/(loss)

 

166,606

 

75,427

 

(124,615)

 

(711,240)

 

(103,120)

Other comprehensive (loss)/income

 

 

 

 

 

Foreign currency translation adjustments, net of nil tax

 

(16,203)

 

232,957

 

(150,267)

 

112,372

 

16,292

Total comprehensive income/(loss)

 

150,403

 

308,384

 

(274,882)

 

(598,868)

 

(86,828)

Accretion of convertible redeemable preferred shares

 

(406,828)

 

(3,206,324)

 

(4,729,719)

 

 

Deemed dividend to preferred shareholders

 

(24,229)

 

 

(104,036)

 

 

Comprehensive loss attributable to ordinary shareholders of Smart Share Global Limited

 

(280,654)

 

(2,897,940)

 

(5,108,637)

 

(598,868)

 

(86,828)

Note:

(1)

Includes share-based compensation expenses as follows:

For the Year Ended December 31,

2019

2020

2021

2022

    

RMB

    

RMB

    

RMB

    

RMB

    

US$

(in thousands)

Sharebased compensation expenses:

General and administrative expenses

35,499

24,015

23,688

21,383

3,100

Research and development expenses

 

916

 

1,378

 

1,462

 

1,679

 

244

Sales and marketing expenses

 

2,501

 

4,144

 

5,252

 

4,983

 

722

Cost of revenues

 

170

 

218

 

271

 

200

 

29

Total

 

39,086

 

29,755

 

30,673

 

28,245

 

4,095

12

The following table presents our selected consolidated balance sheet data as of December 31, 2019, 2020, 2021 and 2022.

As of December 31,

2019

2020

2021

2022

    

RMB

    

RMB

    

RMB

    

RMB

    

US$

(in thousands)

Selected Consolidated Balance Sheet Data:

Cash and cash equivalents

 

273,608

 

1,252,493

 

1,296,924

 

948,773

 

137,559

Restricted cash

 

106,925

 

51,008

 

19,671

 

14,608

 

2,118

Short-term investments

 

320,462

 

170,552

 

1,418,721

 

2,091,198

 

303,195

Accounts receivable, net

 

24,223

 

18,743

 

14,881

 

16,482

 

2,390

Notes receivable

 

 

 

5,622

 

 

Inventory

 

 

 

4,373

 

1,051

 

152

Prepayments and other current assets

 

173,597

 

253,020

 

487,540

 

228,672

 

33,154

Total current assets

 

898,815

 

1,745,816

 

3,247,732

 

3,300,784

 

478,568

Property, equipment and software, net

 

981,202

 

963,453

 

945,226

 

886,460

 

128,525

Total non-current assets

 

1,126,707

 

1,039,819

 

1,150,249

 

986,857

 

143,081

Total assets

 

2,025,522

 

2,785,635

 

4,397,981

 

4,287,641

 

621,649

Short-term borrowings

 

191,000

 

24,500

 

 

 

Financing payable — current

 

40,137

 

46,854

 

84,175

 

76,272

 

11,058

Accounts and notes payable

 

307,673

 

406,760

 

551,751

 

810,197

 

117,468

Accounts due to related parties — current

 

193,280

 

77,939

 

23,290

 

 

Accruals and other current liabilities

 

255,245

 

219,210

 

238,510

 

268,007

 

38,858

Total current liabilities

 

1,056,265

 

854,833

 

1,028,365

 

1,422,878

 

206,298

Financing payable — non-current

 

102,019

 

197,297

 

85,658

 

32,281

 

4,680

Total non-current liabilities

 

119,249

 

232,188

 

137,592

 

223,458

 

32,398

Total liabilities

 

1,175,514

 

1,087,021

 

1,165,957

 

1,646,336

 

238,696

Total mezzanine equity

 

1,421,083

 

5,137,874

 

 

 

Total shareholders’ (deficit)/equity

 

(571,075)

 

(3,439,260)

 

3,232,024

 

2,641,305

 

382,953

Total liabilities, mezzanine equity and shareholders’ (deficit)/equity

 

2,025,522

 

2,785,635

 

4,397,981

 

4,287,641

 

621,649

The following table presents our selected consolidated cash flow data for the years ended December 31, 2019, 2020, 2021 and 2022.

For the Year Ended December 31,

2019

2020

2021

2022

    

RMB

    

RMB

    

RMB

    

RMB

    

US$

(in thousands)

Net cash generated from operating activities

444,040

536,118

226,778

708,142

102,670

Net cash used in investing activities

 

(868,296)

 

(261,487)

 

(1,714,287)

 

(1,023,997)

 

(148,465)

Net cash generated from/(used in) financing activities

 

579,668

 

654,571

 

1,563,397

 

(78,454)

 

(11,374)

Effect of exchange rate changes on cash and cash equivalents and restricted cash

 

(4,368)

 

(6,234)

 

(42,794)

 

42,095

 

6,103

Net increase/(decrease) in cash, cash equivalents and restricted cash

 

151,044

 

922,968

 

33,094

 

(352,214)

 

(51,066)

Cash, cash equivalents and restricted cash at the beginning of the year

 

229,489

 

380,533

 

1,303,501

 

1,336,595

 

193,788

Cash, cash equivalents and restricted cash at the end of the year

 

380,533

 

1,303,501

 

1,336,595

 

984,381

 

142,722

Financial Information Related to the Variable Interest Entities

The following table presents the condensed consolidating schedule of financial position for the variable interest entities including those which had no significant operations, nor any material assets or liabilities, and other entities for the periods and/or as of the dates presented.

13

Selected Condensed Consolidated Statement of Operations Data Information

For the Year Ended December 31, 2022

WFOEs as

Variable

The Parent

Other

Primary

Interest

Consolidated

    

Company

    

Subsidiaries

    

Beneficiary

    

Entities

    

Eliminations

    

Total

RMB

(In thousands)

Third-party revenues

632,115

2,206,064

11

2,838,190

Inter-company service charge(1)

 

 

35,788

 

2,554

(a)

(38,342)

 

Third-party costs and expenses

(7,859)

 

(784,172)

 

(2,670,265)

 

(10,015)

 

 

(3,472,311)

Inter-company costs and expenses(1)

(35,788)

(2,554)

38,342

Other operating income

5,379

 

3,955

 

5,108

 

(1,566)

 

 

12,876

Income (loss) from subsidiaries and variable interest entities(2)

(708,864)

 

(560,382)

 

(9,008)

 

 

1,278,254

 

Income (loss) from non-operations

104

 

28,741

 

(4,372)

 

8

 

 

24,481

Income/(loss) before income tax expense

(711,240)

 

(715,531)

 

(439,239)

 

(9,008)

 

1,278,254

 

(596,764)

Less: Income tax credit/(expense)

 

6,667

 

(121,143)

 

 

 

(114,476)

Net income/(loss)

(711,240)

 

(708,864)

 

(560,382)

 

(9,008)

 

1,278,254

 

(711,240)

Net loss attributable to ordinary shareholders

 

(711,240)

 

(708,864)

 

(560,382)

 

(9,008)

 

1,278,254

 

(711,240)

For the Year Ended December 31, 2021

WFOEs as

Variable

The Parent

Other

Primary

Interest

Consolidated

    

Company

    

Subsidiaries

    

Beneficiary

    

Entities

    

Eliminations

    

Total

RMB

(In thousands)

Third-party revenues

183,959

3,385,046

16,386

3,585,391

Inter-company service charge(1)

103,948

(a)

(103,948)

Third-party costs and expenses

 

(6,163)

 

(238,385)

 

(3,409,979)

 

(66,477)

 

(3,721,004)

Inter-company costs and expenses(1)

 

 

 

(103,948)

 

 

103,948

 

Other operating income

3,946

1,003

33,024

(11,359)

26,614

Income (loss) from subsidiaries and variable interest entities(2)

 

(122,970)

 

(77,727)

 

38,584

 

 

162,113

 

Income (loss) from non-operations

 

572

 

8,881

 

(25,069)

 

 

 

(15,616)

Income/(loss) before income tax expense

 

(124,615)

 

(122,269)

 

(82,342)

 

42,498

 

162,113

 

(124,615)

Less: Income tax expense

 

 

(701)

 

4,615

 

(3,914)

 

 

Net income/(loss)

 

(124,615)

 

(122,970)

 

(77,727)

 

38,584

 

162,113

 

(124,615)

Less: Accretion of convertible redeemable preferred shares

 

(4,729,719)

 

 

 

 

 

(4,729,719)

Deemed dividend to preferred shareholders

 

(104,036)

 

 

 

 

 

(104,036)

Net loss attributable to ordinary shareholders

 

(4,958,370)

 

(122,970)

 

(77,727)

 

38,584

 

162,113

 

(4,958,370)

For the Year Ended December 31, 2020

    

    

    

WFOEs as

    

Variable

    

    

The Parent

Other

Primary

Interest

Consolidated

Company

Subsidiaries

Beneficiary

Entities

Eliminations

Total

RMB

(In thousands)

Third-party revenues

 

 

 

2,799,946

 

9,413

 

 

2,809,359

Inter-company service charge (1)

 

 

 

276,578

 

406,730

(a)

(683,308)

 

Third-party costs and expenses

 

(1,702)

 

(599)

 

(2,598,121)

 

(101,895)

 

 

(2,702,317)

Inter-company costs and expenses(1)

(406,730)

(276,578)

683,308

Other operating income

 

 

 

25,147

 

(357)

 

 

24,790

Income (loss) from subsidiaries and variable interest entities(2)

 

84,571

 

84,090

 

37,313

 

 

(205,974)

 

Income (loss) from non-operations

 

(7,442)

 

1,080

 

(31,479)

 

 

 

(37,841)

Income/(loss) before income tax expense

 

75,427

 

84,571

 

102,654

 

37,313

 

(205,974)

 

93,991

Less: Income tax expense

 

 

 

(18,564)

 

 

 

(18,564)

Net income/(loss)

 

75,427

 

84,571

 

84,090

 

37,313

 

(205,974)

 

75,427

Less: Accretion of convertible redeemable preferred shares

 

(3,206,324)

 

 

 

 

 

(3,206,324)

Net loss attributable to ordinary shareholders

 

(3,130,897)

 

84,571

 

84,090

 

37,313

 

(205,974)

 

(3,130,897)

Note (a) — For the periods presented, Shanghai Zhixiang was used primarily to facilitate our internal research and development functions with no material external operations. In consideration for its service, Zhixiang WFOE pays service fees to Shanghai Zhixiang. The service fees are determined by Zhixiang WFOE based on the nature and cost of the research and development activities of Shanghai Zhixiang, which is adjusted and evaluated on periodical basis.

14

Selected Condensed Consolidated Balance Sheets Information

As of December 31, 2022

WFOEs as 

Variable

The Parent 

Other 

Primary 

Interest

Consolidated 

Company

Subsidiaries

Beneficiary

Entities

Eliminations

Total

RMB

(In thousands)

ASSETS

Current assets:

Cash and cash equivalents

    

5,390

    

315,213

    

628,080

    

90

    

    

948,773

Restricted cash

 

 

10,649

 

3,959

 

 

 

14,608

Short-term investments

 

 

1,546,510

 

544,688

 

 

 

2,091,198

Accounts receivable, net

 

 

830

 

15,652

 

 

 

16,482

Inventory

 

 

1,051

 

 

 

 

1,051

Prepayments and other current assets

 

802

 

36,712

 

186,685

 

4,473

 

 

228,672

Amounts due from intercompany(3)

 

 

479,669

 

821,496

 

591,174

 

(1,892,339)

 

Total current assets

 

6,192

 

2,390,634

 

2,200,560

 

595,737

 

(1,892,339)

 

3,300,784

Non-current assets:

 

 

 

 

 

 

Long-term restricted cash

 

 

 

21,000

 

 

 

21,000

Property, equipment and software, net

 

 

25,593

 

860,867

 

 

 

886,460

Long-term prepayments to a related party

 

 

 

71

 

 

 

71

Right-of-use assets, net

 

 

 

12,442

 

 

 

12,442

Other non-current assets

 

 

9,261

 

26,631

 

6

 

 

35,898

Deferred tax assets, net

 

 

11,586

 

19,400

 

 

 

30,986

Investments in subsidiaries(2)

 

1,136,046

 

798,420

 

 

 

(1,934,466)

 

Investments in variable interest entities(2)

 

 

 

142,562

 

 

(142,562)

 

Amounts due from intercompany (long-term) (3)

 

1,545,429

 

 

 

 

(1,545,429)

 

Total non-current assets

 

2,681,475

 

844,860

 

1,082,973

 

6

 

(3,622,457)

 

986,857

Total assets

2,687,667

3,235,494

3,283,533

595,743

(5,514,796)

4,287,641

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts and notes payable

 

 

125,166

 

685,031

 

 

 

810,197

Salary and welfare payable

 

104

 

16,478

 

92,316

 

2,376

 

 

111,274

Tax payable

 

 

29,660

 

110,265

 

7,442

 

 

147,367

Financing payable — current

 

 

 

76,272

 

 

 

76,272

Current portion of lease liabilities

 

 

 

9,761

 

 

 

9,761

Accruals and other current liabilities

 

8,897

 

9,186

 

249,380

 

544

 

 

268,007

Amounts due to intercompany(3)

 

24,918

 

369,028

 

1,055,574

 

442,819

 

(1,892,339)

 

Total current liabilities

 

33,919

 

549,518

 

2,278,599

 

453,181

 

(1,892,339)

 

1,422,878

Financing payable — non-current

 

 

 

32,281

 

 

 

32,281

Non-current lease liabilities

 

 

 

854

 

 

 

854

Amount due to related parties — non-current

 

 

 

1,000

 

 

 

1,000

Amounts due to intercompany (long-term) (3)

 

 

1,545,429

 

 

 

(1,545,429)

 

Other non-current liabilities

 

12,443

 

4,501

 

172,379

 

 

 

189,323

Total non-current liabilities

 

12,443

 

1,549,930

 

206,514

 

 

(1,545,429)

 

223,458

Total liabilities

 

46,362

 

2,099,448

 

2,485,113

 

453,181

 

(3,437,768)

 

1,646,336

Shareholder’s equity:

 

 

 

 

 

 

Ordinary shares

 

 

723,185

 

1,133,965

 

1,000

 

(1,858,150)

 

Class A ordinary shares

 

296

 

 

 

 

 

296

Class B ordinary shares

 

51

 

 

 

 

 

51

Treasury shares

 

(6,816)

 

 

 

 

 

(6,816)

Additional paid-in capital

 

11,786,482

 

1,066,592

 

30,442

 

68,596

 

(1,165,630)

 

11,786,482

Statutory reserves

16,593

16,026

566

(16,592)

16,593

Accumulated other comprehensive income

 

163,928

 

(91,747)

 

 

 

91,747

 

163,928

(Accumulated deficit)/retained earnings

 

(9,319,229)

 

(561,984)

 

(382,013)

 

72,400

 

871,597

 

(9,319,229)

Total shareholders’ equity(2)

 

2,641,305

 

1,136,046

 

798,420

 

142,562

 

(2,077,028)

 

2,641,305

Total liabilities and shareholders’ equity

 

2,687,667

 

3,235,494

 

3,283,533

 

595,743

 

(5,514,796)

 

4,287,641

15

As of December 31, 2021

WFOEs as 

Variable

The Parent 

Other 

Primary 

Interest

Consolidated 

    

Company

    

Subsidiaries

    

Beneficiary

    

Entities

    

Eliminations

    

Total

RMB

(In thousands)

ASSETS

Current assets:

Cash and cash equivalents

    

59,079

    

867,944

    

369,295

    

606

    

    

1,296,924

Restricted cash

 

 

2,371

 

17,300

 

 

 

19,671

Short-term investments

 

 

1,116,576

 

302,145

 

 

 

1,418,721

Accounts receivable, net

 

 

628

 

12,783

 

1,470

 

 

14,881

Notes receivable

 

 

 

5,622

 

 

 

5,622

Inventory

 

 

3,811

 

562

 

 

 

4,373

Prepayments and other current assets

 

987

 

79,086

 

406,150

 

1,317

 

 

487,540

Amounts due from intercompany(3)

 

 

 

469,620

 

603,009

 

(1,072,629)

 

Total current assets

 

60,066

 

2,070,416

 

1,583,477

 

606,402

 

(1,072,629)

 

3,247,732

Non-current assets:

 

 

 

 

 

 

Long-term restricted cash

 

 

 

20,000

 

 

 

20,000

Property, equipment and software, net

 

 

1,077

 

944,149

 

 

 

945,226

Long-term prepayments to a related party

 

 

 

20,037

 

 

 

20,037

Other non-current assets

 

 

3,027

 

161,937

 

22

 

 

164,986

Investments in subsidiaries(2)

 

1,919,167

 

1,218,554

 

 

 

(3,137,721)

 

Investments in variable interest entities(2)

 

 

 

150,862

 

 

(150,862)

 

Amounts due from intercompany (long-term) (3)

 

1,300,477

 

 

 

 

(1,300,477)

 

Total non-current assets

 

3,219,644

 

1,222,658

 

1,296,985

 

22

 

(4,589,060)

 

1,150,249

Total assets

 

3,279,710

 

3,293,074

 

2,880,462

 

606,424

 

(5,661,689)

 

4,397,981

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts and notes payable

 

 

31,829

 

519,922

 

 

 

551,751

Amounts due to related parties — current

 

 

 

23,290

 

 

 

23,290

Salary and welfare payable

 

 

24,562

 

94,137

 

1,745

 

 

120,444

Tax payable

 

 

1,604

 

1,043

 

7,548

 

 

10,195

Financing payable — current

 

 

 

84,175

 

 

 

84,175

Accruals and other current liabilities

 

6,606

 

15,435

 

215,229

 

1,240

 

 

238,510

Amounts due to intercompany(3)

 

24,591

 

 

603,009

 

445,029

 

(1,072,629)

 

Total current liabilities

 

31,197

 

73,430

 

1,540,805

 

455,562

 

(1,072,629)

 

1,028,365

Financing payable — non-current

 

 

 

85,658

 

 

 

85,658

Amount due to related parties — non-current

 

 

 

1,000