UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
OR
For the fiscal year ended
OR
OR
Date of event requiring this shell company report_________________
For the transition period from__________to____________
Commission file number:
(Exact Name of Registrant as Specified in Its Charter)
N/A
(Translation of Registrant’s Name Into English)
(Jurisdiction of Incorporation or Organization)
Guangzhou,
People’s Republic of
(Address of Principal Executive Offices)
Guangzhou,
People’s Republic of
Phone: +86
Email:
(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 | Name of Each Exchange On Which Registered | ||
VIOT |
| |||
|
*
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.
As of December 31, 2022, there were
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒
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 ☒
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. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
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 ☐ |
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. ☐ Yes
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:
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
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
TABLE OF CONTENTS
1 | ||
2 | ||
3 | ||
3 | ||
3 | ||
3 | ||
69 | ||
100 | ||
100 | ||
121 | ||
129 | ||
132 | ||
133 | ||
133 | ||
144 | ||
145 | ||
147 | ||
147 | ||
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 147 | |
147 | ||
149 | ||
150 | ||
150 | ||
150 | ||
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | 150 | |
151 | ||
151 | ||
151 | ||
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 152 | |
152 | ||
153 | ||
153 | ||
153 | ||
153 |
i
INTRODUCTION
Unless otherwise indicated and except where the context otherwise requires, references in this annual report on Form 20-F to:
● | “ADRs” are to the American depositary receipts that evidence our ADSs; |
● | “ADSs” are to our American depositary shares, each of which represents three Class A ordinary shares of par value US$0.00001 each; |
● | “China” or the “PRC” are to the People’s Republic of China, excluding, for the purposes of this annual report only, Hong Kong, Macau and Taiwan; |
● | “Class A ordinary shares” refers to our Class A ordinary shares of par value US$0.00001 per share; |
● | “Class B ordinary shares” refers to our Class B ordinary shares of par value US$0.00001 per share; |
● | “household users” as of a specified date are to households where at least one of our IoT products was connected to the internet; |
● | “IoT” are to the Internet of Things, an interconnected network of devices, or “things,” that can communicate with one another through the internet; |
● | our “IoT @ Home platform” are to our ecosystem of innovative IoT-enabled smart home products, together with a suite of complementary consumable products and value-added businesses, powered by advanced AI, proprietary software and data analytics systems; |
● | our “IoT-enabled smart home products” and our “IoT products” are to our portfolio of smart home products with internet or Bluetooth interconnectivity and communication capabilities, including our smart water purification systems, smart kitchen products and other smart products (such as smart water kettles); |
● | “ordinary shares” are to our Class A and Class B ordinary shares, par value US$0.00001 per share; |
● | “our VIEs” are to Foshan Yunmi Electric Appliances Technology Co., Ltd., or Foshan Viomi, and Beijing Yunmi Technology Co., Ltd., or Beijing Viomi; |
● | “Viomi,” “we,” “us,” “our Company” and “our” are to Viomi Technology Co., Ltd, our Cayman Islands holding company and its subsidiaries, and, in the context of describing our operations and consolidated financial information, our VIEs and the subsidiaries of our VIEs in China; |
● | “our WFOE I” are to Lequan Technology (Beijing) Co., Ltd., or Lequan Technology; |
● | “our WFOE II” are to Yunmi Hulian Technology (Guangdong) Co., Ltd., or Yunmi Hulian, and together with our WFOE I, “our WFOEs”; |
● | “RMB” and “Renminbi” are to the legal currency of China; |
● | “US$,” “U.S. dollars,” “$,” and “dollars” are to the legal currency of the United States; and |
● | “Xiaomi” are to Xiaomi Corporation, an internet company and a principal shareholder of our Company as of the date of this annual report, and/or any of its affiliates. |
1
FORWARD-LOOKING STATEMENTS
This annual report on Form 20-F contains forward-looking statements that relate to our current expectations and views of future events. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigations Reform Act of 1995.
You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:
● | our mission and strategies; |
● | our future business development, financial conditions and results of operations; |
● | the expected growth of the IoT-enabled smart home products market and the home appliances market in China; |
● | the expected development of our overseas business; |
● | the expected growing application of AI technology in smart home products; |
● | our expectations regarding our relationships with our ecosystem partners; |
● | our expectations regarding the success of our sales channel expansion and optimization; |
● | competition in our industry; and relevant government policies and regulations relating to our industry or any aspect of our operations. |
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 what we expect. Other sections of this annual report discuss factors that could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. 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. 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.
2
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 VIE Contractual Arrangements
Viomi Technology Co., Ltd is not a Chinese operating company but rather a Cayman Islands holding company that does not conduct business directly and has no equity ownership in our VIEs. We conduct our operations in China through (i) our WFOEs and (ii) our VIEs with which we have maintained contractual arrangements. PRC laws and regulations restrict and impose conditions on foreign investment in internet and other related businesses in China. According to the Special Administrative Measures (Negative List) for Foreign Investment Access, our provision of internet information services falls within the restricted category and the equity ratio of foreign investment in the enterprises operating the business under the restricted category is subject to the cap of 50%. In addition, although our provision of e-commerce services falls within the permitted category, foreign investments in this business are still restricted by other requirements under related regulations in China. Accordingly, we operate this business in China through our VIEs, and rely on contractual arrangements among our WFOEs, our VIEs and the nominee shareholders of the VIEs to control the business operations of our VIEs. Our VIEs are consolidated for accounting purposes, but are not entities in which our Cayman Islands holding company, or our investors, own equity. Revenues contributed by our VIEs accounted for 99.4%, 91.6% and 86.8% of our total revenues for the years ended December 31, 2020, 2021 and 2022, respectively. As used in this annual report, “we,” “us,” “our company,” “our,” or “Viomi” refers to Viomi Technology Co., Ltd, its subsidiaries, and, in the context of describing our operations and consolidated financial information, our VIEs in China, including Foshan Yunmi Electric Appliances Technology Co., Ltd., or Foshan Viomi and Beijing Yunmi Technology Co., Ltd., or Beijing Viomi. Investors in our ADSs are not purchasing equity interest in our VIEs in China but instead are purchasing equity interest in a holding company incorporated in the Cayman Islands.
A series of contractual agreements have been entered into by and among our WFOEs, our VIEs and their respective shareholders, including (i) shareholder voting proxy agreements and equity pledge agreements, which provide us with effective control over our VIEs in China, (ii) exclusive consultation and service agreements, which allow us to receive economic benefits from our VIEs in China, (iii) exclusive option agreements, which provide us with the option to purchase the equity interests in, and assets of, our VIEs, and (iv) equity pledge agreements, under which the shareholders of our VIEs have pledged 100% equity interests in our VIEs to our WFOEs to secure shareholders’ obligations under the exclusive option agreements, the shareholder voting proxy agreements and the equity pledge agreements. Terms contained in each set of contractual arrangements with our VIEs and their respective shareholders are substantially similar. For more details of these contractual arrangements, see “Item 4. Information on the Company—C. Organizational Structure—Contractual Arrangements with Our VIEs and Their Shareholders.”
3
However, the contractual arrangements may not be as effective as direct ownership in providing us with control over our VIEs and we may incur substantial costs to enforce the terms of the arrangements. All of the agreements under our contractual arrangements are governed by PRC laws and provide for the resolution of disputes through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes arising from these contracts would be resolved in accordance with PRC legal procedures. These arrangements have not been tested in arbitral tribunals or courts. The legal system in the PRC is not as developed as in some other jurisdictions, such as the United States, and the uncertainties involved in it could limit our ability to enforce these contractual arrangements. Further, there are very few precedents and little formal guidance as to how contractual arrangements in the context of a VIE should be interpreted or enforced under PRC laws. There remain significant uncertainties regarding the ultimate outcome of such arbitration should legal action become necessary. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—We rely on contractual arrangements with our VIEs and their respective shareholders for substantially all of our business operation, which may not be as effective as direct ownership in providing operation control” and “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—Any failure by our VIEs or their shareholders to perform their obligations under our contractual arrangements with them would have a material and adverse effect on our business, financial condition and results of operations.”
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 Cayman Islands holding company with respect to its contractual arrangements with our VIEs and its nominee shareholders. It is uncertain whether any new PRC laws or regulations relating to VIE structures will be adopted or if adopted, what they would provide. If we or any of our VIEs is found to be in violation of any existing or future PRC laws or regulations, or fail 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 our VIEs 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 holding company, our WFOEs and VIEs, 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 our VIEs and, consequently, significantly affect the financial performance of our VIEs and their subsidiaries and our company as a whole. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure” and “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Uncertainties with respect to the PRC legal system and changes in laws and regulations in China could adversely affect us.”
4
We face various risks and uncertainties related to doing business in China. Our business operations are primarily 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, anti-monopoly regulatory actions, and oversight on cybersecurity and data privacy, as well as the lack of inspection by the Public Company Accounting Oversight Board, or the PCAOB, on our auditors, which may impact our ability to conduct certain businesses, accept foreign investments, or list on a United States or other foreign exchange. Pursuant to the Holding Foreign Companies Accountable Act, or 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 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 its determinations that it is 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 us as a Commission-Identified Issuer under the HFCAA following the filing of this 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 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 continue to 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, 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. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment. 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 related to doing business in China, please refer to risks disclosed under “Item 3. Key Information—D. Risk Factors —Risks Related to Doing Business in China.”
PRC government’s significant 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 Related to Doing Business in China—The PRC government’s significant oversight and discretion 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 Related to Doing Business in China—Uncertainties with respect to the PRC legal system and changes in laws and regulations in China could adversely affect us.”
Cash Flows through Our Organization
Viomi Technology Co., Ltd is a holding company with no operations of its own. We conduct our operations in China primarily through our subsidiaries and VIEs in China. As a result, although other means are available for us to obtain financing at the holding company level, Viomi Technology Co., Ltd.’s ability to pay dividends to the shareholders and to service any debt it may incur may depend upon dividends paid by our PRC subsidiaries and license and service fees paid by our VIEs.
5
If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to Viomi Technology Co., Ltd. In addition, our PRC subsidiaries are permitted to pay dividends to Viomi Technology Co., Ltd only out of their accumulated profits, if any, as determined in accordance with PRC accounting standards and regulations. Further, our PRC subsidiaries and VIEs and their subsidiaries are required to make appropriations to certain statutory reserve funds or may make appropriations to certain discretionary funds, which are not distributable as cash dividends except in the event of a solvent liquidation of the companies. For more details, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Holding Company Structure.” For risks relating to the fund flows of our operations in China, see “Item 3. Key Information—Risk Factors—Risks Related to Our Corporate Structure— We may rely on dividends paid by our PRC subsidiaries to fund any cash and financing requirements we may have. Any limitation on the ability of our PRC subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business and to pay dividends to holders of the ADSs and our ordinary shares.”
Under PRC laws and regulations, our PRC subsidiaries and our VIEs are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets to us. Remittance of dividends by our PRC subsidiaries out of Mainland China is also subject to examination by the banks designated by the State Administration of Foreign Exchange, or SAFE, and declaration and payment of withholding tax. The amounts restricted include the paid-up capital and the statutory reserve funds of our PRC subsidiaries and the net assets of our consolidated variable interest entities in which we have no legal ownership. Our PRC subsidiaries, our VIEs and their subsidiaries 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. In addition, under the Enterprise Income Tax Law of the PRC, or the EIT Law, and its implementation rules, undistributed profits earned by foreign-invested enterprises, or FIEs, prior to January 1, 2008 are exempted from any withholding tax, while profits of a FIE generated in or after 2008 that are distributed to its immediate holding company outside Mainland China are subject to withholding tax at a rate of 10%, unless the foreign holding company’s jurisdiction of incorporation has a tax treaty with China that provides for a reduced rate of withholding tax. For example, a holding company in Hong Kong, subject to approval of the PRC local tax authority, will be eligible to a 5% withholding tax rate under the Arrangement Between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital if such holding company is considered to be a non-PRC resident enterprise and holds at least 25% of the equity interests in the PRC FIE distributing the dividends. However, if the Hong Kong holding company is not considered to be the beneficial owner of such dividends under applicable PRC tax regulations, such dividend will remain subject to withholding tax at a rate of 10%. See also “Item 3. Key Information—D. Risk Factors— Risks Related to Doing Business in China— Governmental control of currency conversion may limit our ability to utilize our cash balance effectively and affect the value of your investment,” and “Item 5. Operating And Financial Review And Prospects—B. Liquidity and Capital Resources—Holding Company Structure.”
Under PRC law, Viomi Technology Co., Ltd and its offshore subsidiaries may provide funding to our PRC subsidiaries only through capital contributions or loans, and to our VIEs only through loans, subject to satisfaction of applicable government registration and approval requirements. In the years ended December 31, 2020, 2021 and 2022, Viomi Technology Co., Ltd extended loans with outstanding principal amount of RMB358.9 million, RMB350.7 million and RMB383.1 million (US$55.0 million), respectively, to our VIEs.
Our VIEs may transfer cash to our relevant WFOEs by paying service fees according to the exclusive consultation and service agreements. Our VIEs agree in the respective exclusive consultation and service agreements to pay our WFOEs an annual service fee at an amount that is equal to 100% of their respective annual net income or the amount which is adjusted in accordance with our relevant WFOE’s sole discretion for the relevant year as well as the mutually agreed amount for certain other technical services, both of which should be paid within three months after the end of the relevant calendar year. Our WFOEs have the exclusive ownership of all the intellectual property rights created as a result of the performance of the exclusive consultation and service agreement, to the extent permitted by applicable PRC laws. In 2020, 2021 and 2022, our WFOE did not collect service fees from our VIEs in China under the exclusive consultation and service agreements.
For asset/cash flows other than the cash flows discussed above transferred through our organization in the years ended December 31, 2020, 2021 and 2022, please refer to “Item 3. Key Information—A. Selected Financial Data—Selected Financial Information Related to the VIEs —Selected Condensed Consolidated Cash Flows Data.”
6
In the year ended December 31, 2020, 2021 and 2022, no dividends or distributions were made to U.S. investors. We do not intend to have any of its subsidiaries located in PRC distribute any undistributed earnings of such subsidiaries in the foreseeable future, but rather expects that such earnings will be reinvested by such subsidiaries in their operations or transferred by such subsidiaries to our VIEs and their subsidiaries for their operations.
For the years ended December 31, 2020, 2021 and 2022, no dividend or distribution was made to Viomi Technology Co., Ltd or its offshore subsidiaries by our PRC subsidiaries. Accordingly, no withholding tax was recorded in the corresponding period. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Dividend Policy.” For PRC and United States federal income tax considerations of an investment in our ADSs, see “Item 10. Additional Information—E. Taxation.”
For purposes of illustration, the following discussion reflects the hypothetical taxes that might be required to be paid within Mainland China, assuming that: (i) we have taxable earnings, and (ii) we determine to pay a dividend in the future:
| Taxation Scenario(1) |
| |
(Statutory Tax and Standard Rates) |
| ||
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 | % |
Notes:
(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 the contractual arrangements between our PRC subsidiaries, our VIEs and shareholders of our VIEs, our PRC subsidiaries may charge our VIEs for services provided. These fees shall be recognized as expenses of our VIEs, with a corresponding amount as service income by our PRC subsidiaries and eliminate in consolidation. For income tax purposes, our PRC subsidiaries and VIEs file income tax returns on a separate company basis. The fees paid are recognized as a tax deduction by our VIEs and as income by our PRC subsidiaries and are tax neutral. |
(3) | Certain of our subsidiaries and VIEs qualifies for a 15% preferential income tax rate in China. However, such rate is subject to qualification, is temporary in nature, and 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 EIT 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 Mainland China. A lower withholding income tax rate of 5% is applied if the FIE’s immediate holding company is registered in Hong Kong 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 our VIEs will be distributed as fees to our PRC subsidiaries under tax neutral contractual arrangements. If, in the future, the accumulated earnings of our VIEs exceed the 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), our VIEs could, as a matter of last resort, make a non-deductible transfer to our PRC subsidiaries for the amounts of the stranded cash in our VIEs. This would result in such transfer being non-deductible expenses for our VIEs 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.
7
Permissions Required from the PRC Authorities for Our Operations
We conduct our business primarily through our subsidiaries and VIEs and their subsidiaries in China. Our operations in China are governed by PRC laws and regulations. As of the date of this annual report, our PRC subsidiaries and VIEs and their subsidiaries have obtained the requisite licenses and permits from the PRC government authorities that are material for the business operations of our holding company, our PRC subsidiaries and our VIEs in China, including, among others, the business licenses, the hygiene permits for products related to hygiene and safety of potable water and the VATS License. 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. For more detailed information, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related businesses and companies, and any lack of requisite approvals, licenses or permits applicable to our business may have a material adverse effect on our business and results of operations.”
Furthermore, we and our VIEs may be required to obtain permissions from or complete filings with the China Securities Regulatory Commission, or the CSRC, and may be required to go through cybersecurity review by the Cyberspace Administration of China, or the CAC, in case of any future issuance of securities to foreign investors. Any failure to obtain or delay in obtaining such approval or completing such procedures would subject us to sanctions by the CSRC, CAC or other PRC regulatory authorities. These regulatory authorities may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from our offshore offerings into China or take other actions that could materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the trading price of our ADSs. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The PRC government’s significant oversight and discretion over our business operation could result in a material adverse change in our operations and the value of our ADSs,” and “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The approval of and filing with the CSRC or other PRC government authorities may be required if we were to conduct offshore offerings in the future, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.”
A. | Selected Financial Data |
Our Selected Consolidated Financial Data
The following selected consolidated statements of operations and selected consolidated statements of cash flows data for the years ended December 31, 2019, 2020, 2021 and 2022 and selected consolidated balance sheets data as of December 31, 2020, 2021 and 2022 have been derived from our audited consolidated financial statements, which are included in this annual report beginning on page F-1. Our selected consolidated balance sheets data as of December 31, 2018 and 2019 and the selected consolidated statements of operations and selected consolidated statements of cash flows data for 2018 have been derived from our audited consolidated financial statements not included in this annual report. Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results do not necessarily indicate results expected for any future periods. You should read this Selected Consolidated Financial Data and Selected Operating Data section together with our consolidated financial statements and the related notes in conjunction with “Item 5. Operating and Financial Review and Prospects” below.
8
The following table presents our selected consolidated statements of comprehensive income data for the years ended December 31, 2018, 2019, 2020, 2021 and 2022.
| For the Year Ended December 31, | |||||||||||
2018 | 2019 | 2020 | 2021 | 2022 | ||||||||
RMB |
| RMB |
| RMB |
| RMB |
| RMB |
| US$ | ||
(in thousands, except for share and per share data) | ||||||||||||
Selected Consolidated Statements of Comprehensive Income Data: | ||||||||||||
Net revenues(1) |
| 2,561,229 |
| 4,647,513 |
| 5,825,624 |
| 5,303,835 |
| 3,232,731 |
| 468,702 |
Cost of revenues |
| (1,843,432) |
| (3,565,109) |
| (4,742,668) |
| (4,105,767) |
| (2,495,638) |
| (361,834) |
Gross profit |
| 717,797 |
| 1,082,404 |
| 1,082,956 |
| 1,198,068 |
| 737,093 |
| 106,868 |
Operating expenses(2): | ||||||||||||
Research and development expenses(2) |
| (124,230) |
| (204,942) |
| (265,680) |
| (311,786) |
| (299,950) |
| (43,489) |
Selling and marketing expenses(2) |
| (379,554) |
| (529,212) |
| (597,176) |
| (751,011) |
| (614,887) |
| (89,150) |
General and administrative expenses(2) |
| (135,532) |
| (73,061) |
| (68,914) |
| (97,730) |
| (121,702) |
| (17,645) |
Total operating expenses |
| (639,316) |
| (807,215) |
| (931,770) |
| (1,160,527) |
| (1,036,539) |
| (150,284) |
Other income, net |
| 1,829 |
| 35,880 |
| 32,795 |
| 27,128 |
| 22,135 |
| 3,209 |
Income/(loss) from operations |
| 80,310 |
| 311,069 |
| 183,981 |
| 64,669 |
| (277,311) |
| (40,207) |
Interest income and short-term investment income, net |
| 8,846 |
| 26,109 |
| 31,968 |
| 28,589 |
| 10,368 |
| 1,503 |
Income/(loss) before income tax expenses |
| 89,411 |
| 339,020 |
| 217,767 |
| 94,630 |
| (264,456) |
| (38,343) |
Income tax expenses |
| (24,061) |
| (45,190) |
| (43,321) |
| (5,739) |
| (18,174) |
| (2,635) |
Net Income/(loss) |
| 65,350 |
| 293,830 |
| 174,446 |
| 88,891 |
| (282,630) |
| (40,978) |
Net income/(loss) attributable to the Company |
| 65,358 |
| 292,170 |
| 173,324 |
| 88,605 |
| (275,515) |
| (39,946) |
Net income/(loss) attributable to ordinary shareholders of the Company |
| 50,544 |
| 292,170 |
| 173,324 |
| 88,605 |
| (275,515) |
| (39,946) |
Net income/(loss) per ordinary share—basic |
| 0.70 |
| 1.40 |
| 0.83 |
| 0.42 |
| (1.32) |
| (0.19) |
Net income/(loss) per ordinary share—diluted |
| 0.64 |
| 1.35 |
| 0.80 |
| 0.40 |
| (1.32) |
| (0.19) |
Weighted average number of ordinary shares used in computing net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares—basic |
| 71,771,033 |
| 208,156,507 |
| 208,812,049 |
| 209,551,821 |
| 208,341,011 |
| 208,341,011 |
Ordinary shares—diluted |
| 79,590,780 |
| 215,855,577 |
| 215,623,773 |
| 220,735,997 |
| 208,341,011 |
| 208,341,011 |
Notes:
| For the Year Ended December 31, | |||||||||||
2018 | 2019 | 2020 | 2021 | 2022 | ||||||||
RMB |
| RMB |
| RMB |
| RMB |
| RMB |
| US$ | ||
(in thousands) | ||||||||||||
General and administrative expenses |
| 93,718 |
| 7,282 |
| 11,303 |
| 9,130 |
| 4,415 |
| 640 |
Research and development expenses |
| 14,476 |
| 23,564 |
| 49,996 |
| 32,609 |
| 14,645 |
| 2,123 |
Selling and marketing expenses |
| 8,417 |
| 12,322 |
| 10,904 |
| 5,666 |
| 500 |
| 72 |
Total |
| 116,611 |
| 43,168 |
| 72,203 |
| 47,405 |
| 19,560 |
| 2,835 |
9
The following table presents our selected consolidated balance sheet data as of December 31, 2018, 2019, 2020, 2021 and 2022.
| As of December 31, | |||||||||||
2018 | 2019 | 2020 | 2021 | 2022 | ||||||||
| RMB |
| RMB |
| RMB |
| RMB |
| RMB |
| US$ | |
(in thousands) | ||||||||||||
Selected Consolidated Balance Sheet Data: |
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
| 940,298 |
| 972,438 |
| 504,108 |
| 586,955 |
| 737,139 |
| 106,875 |
Amounts receivable from a related party, net |
| 260,984 |
| 707,947 |
| 609,094 |
| 320,939 |
| 360,497 |
| 52,267 |
Short-term investments |
| 168,993 |
| 316,201 |
| 696,051 |
| 828,867 |
| 197,058 |
| 28,571 |
Total current assets(1) |
| 1,902,728 |
| 2,907,615 |
| 2,931,899 |
| 2,945,773 |
| 2,494,977 |
| 361,738 |
Total assets(1) |
| 1,923,068 |
| 3,022,473 |
| 3,179,519 |
| 3,276,714 |
| 2,885,694 |
| 418,387 |
Total current liabilities(1) |
| 851,685 |
| 1,632,840 |
| 1,634,107 |
| 1,594,528 |
| 1,326,942 |
| 192,389 |
Total liabilities(1) |
| 852,203 |
| 1,648,026 |
| 1,649,200 |
| 1,625,787 |
| 1,456,531 |
| 211,178 |
Class A ordinary shares |
| 5 |
| 6 |
| 6 |
| 6 |
| 6 |
| 1 |
Class B ordinary shares |
| 7 |
| 6 |
| 6 |
| 6 |
| 6 |
| 1 |
Total shareholders’ equity |
| 1,070,865 |
| 1,374,447 |
| 1,530,319 |
| 1,650,927 |
| 1,429,163 |
| 207,209 |
Note:
The following table presents our selected consolidated cash flow data for the years ended December 31, 2018, 2019, 2020, 2021 and 2022.
| For the Year Ended December 31, | |||||||||||
2018 | 2019 | 2020 | 2021 | 2022 | ||||||||
RMB |
| RMB |
| RMB |
| RMB |
| RMB |
| US$ | ||
(in thousands) | ||||||||||||
Selected Consolidated Cash Flow Data: | ||||||||||||
Net cash provided by/(used in) operating activities |
| 222,269 |
| 245,484 |
| 185,196 |
| 308,968 |
| (284,169) |
| (41,202) |
Net cash (used in)/provided by investing activities |
| (151,821) |
| (268,956) |
| (433,083) |
| (265,321) |
| 314,547 |
| 45,604 |
Net cash provided by/(used in) financing activities |
| 604,975 |
| 48,542 |
| (146,375) |
| 17,133 |
| 113,563 |
| 16,465 |
Effect of exchange rate changes on cash and cash equivalents |
| 14,473 |
| 8,087 |
| (34,034) |
| (12,703) |
| 46,482 |
| 6,739 |
Net increase/(decrease) in cash and cash equivalents and restricted cash |
| 689,896 |
| 33,157 |
| (428,296) |
| 48,077 |
| 190,423 |
| 27,606 |
Cash and cash equivalents and restricted cash at the beginning of the year |
| 279,952 |
| 969,848 |
| 1,003,005 |
| 574,709 |
| 622,786 |
| 90,295 |
Cash and cash equivalents and restricted cash at the end of the year |
| 969,848 |
| 1,003,005 |
| 574,709 |
| 622,786 |
| 813,209 |
| 117,901 |
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. Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this annual report were made at a rate of RMB6.8972 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System as of December 30, 2022.
10
Selected Financial Information Related to the VIEs
Set forth below are the condensed consolidated schedule showing the financial position as of December 31, 2020, 2021 and 2022, and results of operations and cash flows for the years ended December 31, 2020, 2021 and 2022 for (i) Viomi Technology Co., Ltd, or the Company; (ii) our WFOEs (which are the primary beneficiary of the VIEs) and WFOEs’ subsidiary; (iii) our other equity subsidiaries (excluding our WFOEs and their subsidiary); (iv) the VIEs and their subsidiaries; (v) eliminating adjustments; and (vi) consolidated totals.
Selected Condensed Consolidated Statements of Operations Data
| For the Year Ended December 31, 2022 | |||||||||||
Primary | ||||||||||||
Beneficiaries | ||||||||||||
of VIEs and | VIEs and | |||||||||||
The | Equity | their | their | |||||||||
Company |
| Subsidiaries |
| Subsidiaries |
| Subsidiaries |
| Eliminations |
| Consolidated | ||
(RMB in thousands) | ||||||||||||
Inter-company revenues(1) | — | 946,656 | 378,286 | 220,607 | (1,545,549) | — | ||||||
Related-party and third-party revenues | — | 418,093 | 9,081 | 2,805,557 | — | 3,232,731 | ||||||
Total revenues | — | 1,364,749 | 387,367 | 3,026,164 | (1,545,549) | 3,232,731 | ||||||
Cost of revenues | — | (1,099,769) | (364,926) | (2,405,077) | 1,374,134 | (2,495,638) | ||||||
Research and development expenses |
| — |
| (62,955) |
| (47,255) |
| (189,740) |
| — |
| (299,950) |
Selling and marketing expenses(1) |
| — |
| (193,743) |
| (41,241) |
| (551,575) |
| 171,672 |
| (614,887) |
General and administrative expenses |
| (6,601) |
| (12,447) |
| (3,653) |
| (99,001) |
| — |
| (121,702) |
Total operating expenses |
| (6,601) |
| (269,145) |
| (92,149) |
| (840,316) |
| 171,672 |
| (1,036,539) |
Other income |
| — |
| 4,928 |
| 1,781 |
| 15,426 |
| — |
| 22,135 |
Equity in gain/(loss) of subsidiaries/VIEs(3) |
| (288,409) |
| (291,876) |
| (230,240) |
| — |
| 810,525 |
| — |
Income from operations |
| (295,010) |
| (291,113) |
| (298,167) |
| (203,803) |
| 810,782 |
| (277,311) |
Interest income/ (expenses) and short-term investment income-net(4) |
| 18,438 |
| (6,842) |
| 6,197 |
| (5,993) |
| (1,432) |
| 10,368 |
Other non-operating income/(loss) |
| 2,488 |
| — |
| — |
| (1) |
| — |
| 2,487 |
Income before income tax expenses |
| (274,084) |
| (297,955) |
| (291,970) |
| (209,797) |
| 809,350 |
| (264,456) |
Income tax expenses/(credit) |
| — |
| 9,546 |
| — |
| (27,720) |
| — |
| (18,174) |
Net income |
| (274,084) |
| (288,409) |
| (291,970) |
| (237,517) |
| 809,350 |
| (282,630) |
Less: Net income attributable to the non-controlling interest shareholders |
| — |
| — |
| — |
| (7,115) |
| — |
| (7,115) |
Net income attributable to the Company |
| (274,084) |
| (288,409) |
| (291,970) |
| (230,402) |
| 809,350 |
| (275,515) |
11
| For the Year Ended December 31, 2021 | |||||||||||
Primary | ||||||||||||
Beneficiaries | ||||||||||||
of VIEs and | VIEs and | |||||||||||
The | Equity | their | their | |||||||||
Company |
| Subsidiaries |
| Subsidiaries |
| Subsidiaries |
| Eliminations |
| Consolidated | ||
(RMB in thousands) | ||||||||||||
Inter-company revenues(1) | — | 1,217,576 | 241,923 | 131,379 | (1,590,878) | — | ||||||
Related-party and third-party revenues | — | 444,421 | — | 4,859,414 | — | 5,303,835 | ||||||
Total revenues | — | 1,661,997 | 241,923 | 4,990,793 | (1,590,878) | 5,303,835 | ||||||
Cost of revenues | — | (1,304,955) | (225,445) | (4,162,277) | 1,586,910 | (4,105,767) | ||||||
Research and development expenses(2) |
| — |
| (66,340) |
| (26,497) |
| (222,065) |
| 3,116 |
| (311,786) |
Selling and marketing expenses |
| — |
| (77,071) |
| (27,188) |
| (646,752) |
| — |
| (751,011) |
General and administrative expenses |
| (6,306) |
| (10,645) |
| (2,900) |
| (77,879) |
| — |
| (97,730) |
Total operating expenses |
| (6,306) |
| (154,056) |
| (56,585) |
| (946,696) |
| 3,116 |
| (1,160,527) |
Other income |
| — |
| 3,878 |
| 1,727 |
| 21,523 |
| — |
| 27,128 |
Equity in gain/(loss) of subsidiaries/VIEs(3) |
| 78,366 |
| (101,065) |
| (61,780) |
| — |
| 84,479 |
| — |
Income from operations |
| 72,060 |
| 105,799 |
| (100,160) |
| (96,657) |
| 83,627 |
| 64,669 |
Interest (expenses)/income and short-term investment income-net(4) |
| 14,280 |
| (3,782) |
| (640) |
| 18,886 |
| (155) |
| 28,589 |
Other non-operating income/(loss) |
| 2,421 |
| — |
| — |
| (1,049) |
| — |
| 1,372 |
Income before income tax expenses |
| 88,761 |
| 102,017 |
| (100,800) |
| (78,820) |
| 83,472 |
| 94,630 |
Income tax expenses/(credit) |
| — |
| (23,651) |
| — |
| 17,912 |
| — |
| (5,739) |
Net income |
| 88,761 |
| 78,366 |
| (100,800) |
| (60,908) |
| 83,472 |
| 88,891 |
Less: Net income attributable to the non-controlling interest shareholders |
| — |
| — |
| — |
| 286 |
| — |
| 286 |
Net income attributable to the Company |
| 88,761 |
| 78,366 |
| (100,800) |
| (61,194) |
| 83,472 |
| 88,605 |
12
| For the Year Ended December 31, 2020 | |||||||||||
Primary | ||||||||||||
Beneficiaries | ||||||||||||
of VIEs and | VIEs and | |||||||||||
The | Equity | their | their | |||||||||
Company |
| Subsidiaries |
| Subsidiaries |
| Subsidiaries |
| Eliminations |
| Consolidated | ||
(RMB in thousands) | ||||||||||||
Inter-company revenues (1) | — | 185,166 | 30,643 | 25,994 | (241,803) | — | ||||||
Related-party and third-party revenues | — | 27,515 | 7,634 | 5,790,475 | — | 5,825,624 | ||||||
Total revenues | — | 212,681 | 38,277 | 5,816,469 | (241,803) | 5,825,624 | ||||||
Cost of revenues | — | (178,054) | (34,020) | (4,770,877) | 240,283 | (4,742,668) | ||||||
Research and development expenses(2) |
| — |
| (14,788) |
| (6,248) |
| (246,163) |
| 1,519 |
| (265,680) |
Selling and marketing expenses |
| — |
| (1,376) |
| (3,544) |
| (592,256) |
| — |
| (597,176) |
General and administrative expenses |
| (6,183) |
| (486) |
| (2,106) |
| (60,139) |
| (68,914) |
| — |
Total operating expenses |
| (6,183) |
| (16,650) |
| (11,898) |
| (898,558) |
| 1,519 |
| (931,770) |
Other income/(expenses) |
| 188 |
| (5) |
| 32,612 |
| 32,795 |
| — |
| — |
Equity in gain of subsidiaries/VIEs(3) |
| 156,823 |
| 142,630 |
| 151,786 |
| — |
| (451,239) |
| — |
Income from operations |
| 150,640 |
| 160,795 |
| 144,140 |
| 179,646 |
| (451,240) |
| 183,981 |
Interest income/(expenses) and short-term investment income-net(4) |
| 20,364 |
| (3,665) |
| (1,501) |
| 16,761 |
| 9 |
| 31,968 |
Other non-operating income/(loss) |
| 2,312 |
| (494) |
| 1,818 |
| — |
| — |
| — |
Income before income tax expenses |
| 173,316 |
| 157,130 |
| 142,639 |
| 195,913 |
| (451,231) |
| 217,767 |
Income tax expenses |
| — |
| (307) |
| (9) |
| (43,005) |
| (43,321) |
| — |
Net income |
| 173,316 |
| 156,823 |
| 142,630 |
| 152,908 |
| (451,231) |
| 174,446 |
Less: Net income attributable to the non-controlling interest shareholders |
| — |
| — |
| — |
| 1,122 |
| — |
| 1,122 |
Net income attributable to the Company |
| 173,316 |
| 156,823 |
| 142,630 |
| 151,786 |
| (451,231) |
| 173,324 |
Notes:
VIEs sell certain products and provide marketing services to other subsidiaries. For the years ended 31 December, 2020, 2021 and 2022, the inter-company sales recognized by VIEs to equity subsidiaries are RMB12.6 million, RMB131.3 million and RMB195.8 million, respectively. Additionally, the inter-company sales recognized by VIEs to primary beneficiaries of VIEs and their subsidiaries for the year ended 31 December, 2020, 2021 and 2022 are RMB13.4 million, RMB0.1 million and RMB24.8 million, respectively.
In 2020, 2021 and 2022, primary beneficiaries of VIEs and their subsidiaries did not charge any service fee from our VIEs in China under the exclusive consultation and service agreements.
13
Selected Condensed Consolidated Balance Sheets Data
| For the Year Ended December 31, 2022 | |||||||||||
Primary | ||||||||||||
Beneficiaries | ||||||||||||
of VIEs and | VIEs and | |||||||||||
The | Equity | their | their | |||||||||
| Company |
| Subsidiaries |
| Subsidiaries |
| Subsidiaries |
| Eliminations |
| Consolidated | |
(RMB in thousands) | ||||||||||||
Assets |
|
|
|
|
|
| ||||||
Cash and cash equivalents | 90,775 | 222,784 | 88,104 | 335,476 | — | 737,139 | ||||||
Short-term investments | — | 7,431 | 352 | 189,275 | — | 197,058 | ||||||
Accounts receivable from third parties | — | 85,544 | 5,422 | 150,686 | — | 241,652 | ||||||
Accounts receivable from a related party |
| — |
| — |
| — |
| 360,497 |
| — |
| 360,497 |
Inventories |
| — |
| 176,787 |
| 44,450 |
| 281,649 |
| (595) |
| 502,291 |
Amounts due from Group companies(1) |
| 659,249 |
| 692,497 |
| 54,864 |
| 707,458 |
| (2,114,068) |
| — |
Investments in subsidiaries (2) |
| 766,287 |
| 708,660 |
| — |
| — |
| (1,474,947) |
| — |
Investments in VIEs (2) |
| — |
| — |
| 684,277 |
| — |
| (684,277) |
| — |
Other assets |
| 13,043 |
| 110,640 |
| 295,776 |
| 427,598 |
| — |
| 847,057 |
Total assets |
| 1,529,354 |
| 2,004,343 |
| 1,173,245 |
| 2,452,639 |
| (4,273,887) |
| 2,885,694 |
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts and notes payable |
| — |
| 458,924 |
| 7,295 |
| 377,839 |
| — |
| 844,058 |
Accrued expenses and other liabilities |
| 13,028 |
| 41,385 |
| 31,352 |
| 231,325 |
| — |
| 317,090 |
Amounts due to Group companies (1) |
| 83,570 |
| 698,024 |
| 289,417 |
| 1,043,056 |
| (2,114,067) |
| — |
Other liabilities |
| — |
| 39,723 |
| 136,349 |
| 119,311 |
| — |
| 295,383 |
Total Liabilities |
| 96,598 |
| 1,238,056 |
| 464,413 |
| 1,771,531 |
| (2,114,067) |
| 1,456,531 |
Total equity attributable to shareholders of the Company |
| 1,432,756 |
| 766,287 |
| 708,832 |
| 684,701 |
| (2,159,820) |
| 1,432,756 |
Non-controlling interests |
| — |
| — |
| — |
| (3,593) |
| — |
| (3,593) |
Total shareholders’ equity |
| 1,432,756 |
| 766,287 |
| 708,832 |
| 681,108 |
| (2,159,820) |
| 1,429,163 |
Total liabilities and shareholders’ equity |
| 1,529,354 |
| 2,004,343 |
| 1,173,245 |
| 2,452,639 |
| (4,273,887) |
| 2,885,694 |
14
| For the Year Ended December 31, 2021 | |||||||||||
Primary | ||||||||||||
Beneficiaries | ||||||||||||
of VIEs and | VIEs and | |||||||||||
The | Equity | their | their | |||||||||
Company |
| Subsidiaries |
| Subsidiaries |
| Subsidiaries |
| Eliminations |
| Consolidated | ||
(RMB in thousands) | ||||||||||||
Assets | ||||||||||||
Cash and cash equivalents | 11,021 | 137,910 | 84,470 | 353,554 | — | 586,955 | ||||||
Short-term investments | — | 8,158 | 365 | 820,344 | — | 828,867 | ||||||
Accounts receivable from third parties | — | 97,522 | 45 | 204,769 | — | 302,336 | ||||||
Accounts receivable from a related party |
| — |
| — |
| — |
| 320,939 |
| — |
| 320,939 |
Inventories |
| — |
| 180,017 |
| 34,800 |
| 362,385 |
| (851) |
| 576,351 |
Amounts due from Group companies(1) |
| 609,099 |
| 460,457 |
| 14,819 |
| 232,203 |
| (1,316,578) |
| — |
Investments in subsidiaries (2) |
| 1,041,107 |
| 974,511 |
| — |
| — |
| (2,015,618) |
| — |
Investments in VIEs (2) |
| — |
| — |
| 888,489 |
| — |
| (888,489) |
| — |
Other assets |
| 1,433 |
| 72,391 |
| 203,873 |
| 383,569 |
| — |
| 661,266 |
Total assets |
| 1,662,660 |
| 1,930,966 |
| 1,226,861 |
| 2,677,763 |
| (4,221,536) |
| 3,276,714 |
Liabilities | ||||||||||||
Accounts and notes payable |
| — |
| 522,015 |
| 1,127 |
| 545,966 |
| — |
| 1,069,108 |
Accrued expenses and other liabilities |
| 10,501 |
| 34,252 |
| 36,135 |
| 292,388 |
| — |
| 365,249 |
Amounts due to Group companies (1) |
| 4,754 |
| 289,188 |
| 198,332 |
| 824,304 |
| (1,316,578) |
| — |
Other liabilities |
| — |
| 44,404 |
| 16,491 |
| 122,508 |
| — |
| 191,430 |
Total Liabilities |
| 15,255 |
| 889,859 |
| 252,085 |
| 1,785,166 |
| (1,316,578) |
| 1,625,787 |
Total equity attributable to shareholders of the Company |
| 1,647,405 |
| 1,041,107 |
| 974,776 |
| 889,075 |
| (2,904,958) |
| 1,647,405 |
Non-controlling interests |
| — |
| — |
| — |
| 3,522 |
| — |
| 3,522 |
Total shareholders’ equity |
| 1,647,405 |
| 1,041,107 |
| 974,776 |
| 892,597 |
| (2,904,958) |
| 1,650,927 |
Total liabilities and shareholders’ equity |
| 1,662,660 |
| 1,930,966 |
| 1,226,861 |
| 2,677,763 |
| (4,221,536) |
| 3,276,714 |
| For the Year Ended December 31, 2020 | |||||||||||
Primary | ||||||||||||
Beneficiaries | ||||||||||||
of VIEs and | VIEs and | |||||||||||
The | Equity | their | their | |||||||||
| Company |
| Subsidiaries |
| Subsidiaries |
| Subsidiarie |
| Eliminations |
| Consolidated | |
| (RMB in thousands) | |||||||||||
Assets | ||||||||||||
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
| 9,126 |
| 129,489 |
| 26,745 |
| 338,748 |
| — |
| 504,108 |
Short-term investments |
| — |
| 116,594 |
| — |
| 579,457 |
| — |
| 696,051 |
Accounts receivable from third parties |
| — |
| 13,004 |
| 2,230 |
| 412,118 |
| — |
| 427,352 |
Accounts receivable from a related party |
| — |
| — |
| — |
| 609,094 |
| — |
| 609,094 |
Inventories |
| — |
| 43,316 |
| 3,485 |
| 392,574 |
| — |
| 439,375 |
Amounts due from Group companies (1) |
| 626,421 |
| 103,071 |
| 18,317 |
| 106,956 |
| (854,765) |
|