Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (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, 2024 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 PU ...

Exhibit 99.1 BAOSHENG MEDIA GROUP HOLDINGS LIMITED UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Expressed in U.S. dollar, except for the number of shares) | | June 30, | | | December 31, | | --- | --- | --- | --- | --- | | | 2024 | | | 2023 | | | (unaudited) | | | | | ASSETS | | | | | | Current Assets | | | | | | Cash and cash equivalents | $ 2,889,830 | | $ | 3,316,062 | | Short-term investments | 1,808,324 | | | 2,554,319 | | Accounts receivable, net – third parties | 27,018,368 | | | 26,082,773 | | A ...

Beijing, China, May 31, 2024 (GLOBE NEWSWIRE) -- Baosheng Media Group Holdings Limited (NASDAQ:BAOS) ("Baosheng" or the "Company"), a China-based online marketing solution provider, today announced that on May 9, 2024, the Company filed a current report on Form 6-K with the U.S. Securities and Exchange Commission (the "SEC") regarding certain pending legal proceeding. As previously disclosed on the Form 6-K filed by the Company with the SEC on April 22, 2024, the Company was served with a copy of a petition ...

Beijing, China, May 31, 2024 (GLOBE NEWSWIRE) -- Baosheng Media Group Holdings Limited (NASDAQ: BAOS) ("Baosheng" or the "Company"), a China-based online marketing solution provider, today announced that on May 9, 2024, the Company filed a current report on Form 6-K with the U.S. Securities and Exchange Commission (the "SEC") regarding certain pending legal proceeding. As previously disclosed on the Form 6-K filed by the Company with the SEC on April 22, 2024, the Company was served with a copy of a petitio ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (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, 2023 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 PU ...

[Unaudited Condensed Consolidated Financial Statements](index=1&type=section&id=Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The company's financial position as of June 30, 2023, shows decreased assets and liabilities, while operations improved significantly with a narrowed net loss and positive operating cash flow [Unaudited Condensed Consolidated Balance Sheets](index=1&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2023, total assets decreased to **$53.57 million**, liabilities to **$10.28 million**, and shareholders' equity to **$43.29 million**, primarily due to reduced cash and increased comprehensive loss Key Balance Sheet Items (in USD) | Balance Sheet Item | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Current Assets** | $41,530,910 | $50,139,482 | | **Total Assets** | **$53,565,586** | **$58,046,415** | | **Total Liabilities** | **$10,280,457** | **$12,609,790** | | **Total Shareholders' Equity** | **$43,285,129** | **$45,436,625** | - Cash and cash equivalents decreased significantly from **$6.68 million** at the end of **2022** to **$3.72 million** as of June 30, **2023**[2](index=2&type=chunk) - Long-term investments increased substantially from **$2.26 million** to **$6.84 million** during the first six months of **2023**[2](index=2&type=chunk) [Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss](index=2&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) For the six months ended June 30, 2023, revenues increased to **$1.47 million**, shifting to a gross profit of **$1.18 million** and significantly narrowing the net loss to **$4,079** Key Operational Results (Six Months Ended June 30) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | **Revenues** | $1,470,439 | $428,150 | | **Gross Profit (Loss)** | $1,175,844 | $(1,062,518) | | **Loss from Operations** | $(636,805) | $(6,536,807) | | **Net Loss** | **$(4,079)** | **$(6,310,346)** | | **Comprehensive Loss** | $(2,151,496) | $(9,827,579) | | **Loss per Share (Basic & Diluted)** | $(0.00) | $(4.11) | - The significant reduction in net loss was driven by higher revenues, a shift to gross profit, and lower operating expenses, particularly a large decrease in the provision for doubtful accounts from **$3.51 million** in **2022** to **$0.56 million** in **2023**[5](index=5&type=chunk) [Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity](index=3&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Equity) Shareholders' equity decreased to **$43.29 million** by June 30, 2023, mainly due to a **$2.15 million** foreign currency translation loss, partially offset by a minimal net loss Reconciliation of Shareholders' Equity (Six Months Ended June 30, 2023) | Description | Amount (in USD) | | :--- | :--- | | **Balance as of December 31, 2022** | **$45,436,625** | | Net loss | $(4,079) | | Foreign currency translation adjustments | $(2,147,417) | | **Balance as of June 30, 2023** | **$43,285,129** | [Unaudited Condensed Consolidated Statements of Cash Flows](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating activities generated **$2.64 million** in cash, while investing activities used **$5.41 million**, resulting in a **$2.96 million** net decrease in cash and cash equivalents Summary of Cash Flows (Six Months Ended June 30) | Cash Flow Category | 2023 | 2022 | | :--- | :--- | :--- | | **Net Cash Provided by (Used in) Operating Activities** | $2,639,003 | $(4,000,579) | | **Net Cash (Used in) Provided by Investing Activities** | $(5,405,550) | $1,702,834 | | **Net Cash Used in Financing Activities** | $(26,635) | $(1,285,912) | | **Net decrease in cash and cash equivalents** | $(2,962,145) | $(3,775,452) | - The primary use of cash in the period was a **$4.91 million** purchase of long-term investments[11](index=11&type=chunk) - The improvement in operating cash flow was mainly driven by positive changes in working capital, including a significant decrease in prepayments to a related party[11](index=11&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=5&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed information on the company's organization, accounting policies, going concern status, investments, warrant liabilities, contingencies, and subsequent events [Note 1: Organization and Business Description](index=5&type=section&id=1.%20ORGANIZATION%20AND%20BUSINESS%20DESCRIPTION) Baosheng Media Group, a Cayman Islands company, provides online marketing services in the PRC, with share consolidations retroactively applied to financial data - The company is engaged in providing online marketing channels for advertisers to manage their online marketing activities[17](index=17&type=chunk) - A one-for-six share consolidation was effected on March 21, **2023**, following an increase in authorized share capital. This, along with a **2022** consolidation, has been retroactively restated in the financial statements[18](index=18&type=chunk) - As of June 30, **2023**, the company had **6,250,000** authorized shares with a par value of **$0.0096**, of which **1,534,487** were issued and outstanding[18](index=18&type=chunk) [Note 2: Summary of Significant Accounting Policies](index=7&type=section&id=2.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) The company follows U.S. GAAP, recognizing advertising revenue on a net basis, and faces significant concentration risk with two publishers accounting for over **96%** of revenue [Revenue Recognition](index=10&type=section&id=Revenue%20Recognition) Revenue is recognized on a net basis as the company acts as an agent, comprising rebates from publishers and net fees from advertisers - The company acts as an agent and does not take control of ad inventories, thus recognizing revenue on a net basis[39](index=39&type=chunk) Disaggregation of Revenue (Six Months Ended June 30) | Revenue Source | 2023 | 2022 | | :--- | :--- | :--- | | **By Nature:** | | | | Rebates and incentives from publishers | $84,372 | $373,508 | | Net fees from advertisers | $1,386,067 | $54,642 | | **By Category:** | | | | SEM services | $72,510 | $50,380 | | Non-SEM services | $1,397,929 | $377,770 | | **Total Revenue** | **$1,470,439** | **$428,150** | [Concentration and Credit Risk](index=14&type=section&id=Concentration%20and%20Credit%20Risk) The company faces significant concentration risk with two publishers generating **96.1%** of revenue and four advertisers holding **56.3%** of accounts receivable - For the six months ended June 30, **2023**, two publishers accounted for approximately **78.7%** and **17.4%** of total revenue, respectively[54](index=54&type=chunk) - As of June 30, **2023**, four advertisers accounted for **18.3%**, **14.6%**, **13.4%**, and **10.0%** of accounts receivable, respectively[54](index=54&type=chunk) - As of June 30, **2023**, **$3.0 million** of the company's cash was on deposit at financial institutions in the PRC, where there is no deposit insurance[53](index=53&type=chunk) [Note 3: Going Concern](index=15&type=section&id=3.%20GOING%20CONCERN) Historical net losses raise substantial doubt about the company's going concern ability, though management expects sufficient working capital for the next **12 months** - Historical net losses, including **$6.3 million** for the six months ended June 30, **2022**, raise substantial doubt about the company's ability to continue as a going concern[56](index=56&type=chunk) - Management's plan to continue as a going concern relies on positive operating cash flow (achieved in H1 **2023**), renewing bank loans, and potential shareholder support[57](index=57&type=chunk) [Note 11: Long-Term Investments](index=18&type=section&id=11.%20LONG-TERM%20INVESTMENTS) Long-term investments increased to **$6.84 million**, including a **42.85%** equity interest in Beijing Shanxingzhe accounted for using the equity method Composition of Long-Term Investments (in USD) | Investment | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Beijing Xinrong Fanxing | $1,379,063 | $1,449,863 | | Beijing Qucheng | $1,323,901 | $811,924 | | Beijing Shanxingzhe | $4,137,189 | $— | | **Total** | **$6,840,153** | **$2,261,787** | - In June **2023**, the company invested **$4.33 million** for a **42.85%** equity interest in the newly formed Beijing Shanxingzhe, which is accounted for using the equity method[79](index=79&type=chunk) [Note 12: Warrant Liabilities](index=19&type=section&id=12.%20WARRANT%20LIABILITIES) Warrant liabilities, classified as derivative liabilities, decreased to **$2** by June 30, 2023, resulting in an **$830** gain from fair value remeasurement - Warrants issued in a **2021** private placement are classified as a liability and remeasured at fair value each period, with changes recorded in the income statement[84](index=84&type=chunk) Change in Fair Value of Warrant Liabilities (in USD) | Period | Value | | :--- | :--- | | **Estimated fair value as of December 31, 2022** | **$832** | | Changes in estimated fair value | $(830) | | **Estimated fair value as of June 30, 2023** | **$2** | [Note 17: Contingencies](index=25&type=section&id=17.%20CONTINGENCIES) The company is involved in legal proceedings, including an appeal against a **RMB 171,478** judgment and a past **$1.7 million** dispute fully reimbursed by a former chairperson - In a lawsuit with Shenzhen Pusi, a court ruled against the company's subsidiary, Baosheng Network, for **RMB 171,478**. The case was appealed on July 13, **2023**, and is still in progress[113](index=113&type=chunk) - A major past litigation with Ms. Chen Chen was resolved in February **2022**. The judgment amount of approximately **$1.7 million** was paid by the company and fully reimbursed by the former Chairperson, Ms. Wenxiu Zhong, as per a guarantee letter[115](index=115&type=chunk) [Note 18: Subsequent Events](index=25&type=section&id=18.%20SUBSEQUENT%20EVENTS) The Board proposed a significant increase in authorized share capital from **6.25 million** to **1 billion** shares, pending shareholder approval, effective September 29, 2023 - The company has proposed to increase its authorized share capital from **US$60,000** (**6,250,000** shares) to **US$9,600,000** (**1,000,000,000** shares), pending shareholder approval[117](index=117&type=chunk)

Financial Data and Key Metrics Changes - The company reported a net profit of approximately RMB 6.52 billion, with revenue reaching about RMB 170.2 billion, and net profit attributed to the parent company at RMB 4.55 billion [4] - Cash flow from operating activities, excluding finance company, was RMB 11.31 billion, with EBITDA at RMB 17.12 billion and EPS at RMB 0.2, while ROE stood at 2.32% [4] - Year-on-year profit decline was primarily due to a reduction in steel sales prices, resulting in a decrease of RMB 18.1 billion compared to the same period last year [5] Business Line Data and Key Metrics Changes - The company achieved a profit per ton of steel percentile value of 93 in Q2, indicating strong operational performance despite market challenges [6] - Sales of homogeneous products were enhanced, with a focus on high-profit and high-market share products [9] - The integration of R&D and sales led to an increase in sales volume, with total sales reaching 12.28 million tons, an increase of 600,000 tons compared to the same period last year [11] Market Data and Key Metrics Changes - The company noted a significant decline in the overall steel industry, with a 45% loss rate among CISA member companies and a year-on-year decline in total profit of ferrous metal smelting at -97.6% [4] - The demand in the auto industry, shipbuilding, and home appliances remained stable, while the real estate and construction machinery sectors faced declining demand [19] Company Strategy and Development Direction - The company is focusing on overseas expansion, particularly in the Middle East, with a significant project in Saudi Arabia aimed at establishing a green low-carbon steel production facility [42][45] - Emphasis on technological innovation and differentiation in product offerings to enhance competitiveness in the market [33] - The company plans to deepen the transformation of production, sales, and research to better align with market demands and improve operational efficiency [21] Management's Comments on Operating Environment and Future Outlook - Management expressed concerns about the ongoing pressure in demand and indicated that the second half of the year is expected to mirror the first half in terms of performance [18] - The company anticipates a stable production capacity with a focus on maintaining profitability despite market fluctuations [19] - Management highlighted the importance of cost control and operational efficiency as key areas of focus moving forward [22] Other Important Information - The company achieved a reduction in costs amounting to RMB 2.99 billion in the first half of the year, with energy consumption contributing over RMB 0.7 billion to this reduction [11] - The company has been recognized for its ESG efforts, ranking fourth among China's ESG listed companies and first in the manufacturing industry [17] Q&A Session All Questions and Answers Question: What is your future overseas expansion goal in terms of timetable? - The company is committed to building the Saudi Arabia project into the world's first green low-carbon fixed plate steel project, focusing on collaboration with partners and exploring other overseas opportunities [42][44] Question: How will the management system change with the operation center? - The operation center aims to optimize resource allocation across multiple bases, enhancing efficiency and minimizing downtime in production [51][53] Question: How can you ensure good auditing results and quality to manage risk? - The company emphasizes a strong finance team and a sound internal control system to ensure accurate and reliable financial reporting [56][60] Question: How is the capacity development towards the 80 million tons goal for 2024? - The company plans to achieve this growth through high-quality development and potential M&A activities to optimize resource utilization and enhance production capabilities [66]

Part I [Item 3. Key Information](index=12&type=section&id=Item%203.%20Key%20Information) This section outlines principal investment risks for Baosheng Media Group, including business, China operations, and ordinary shares, highlighting advertiser budget cuts, customer concentration, high accounts receivable, evolving Chinese regulations, and Nasdaq listing compliance [Risk Factors](index=12&type=section&id=D.%20Risk%20Factors) The company faces significant business, China-specific, and stock listing risks, including reliance on advertiser spending, high customer concentration and accounts receivable, regulatory uncertainty in China, and Nasdaq listing compliance issues - The company's revenue is highly dependent on advertiser budgets, which are susceptible to macroeconomic conditions, and on media rebate policies, which can change unfavorably[33](index=33&type=chunk)[35](index=35&type=chunk)[36](index=36&type=chunk) Accounts Receivable Status (as of Dec 31) | Year | Gross Accounts Receivable | Bad Debt Allowance | % Over 6 Months Old | | :--- | :--- | :--- | :--- | | 2022 | $49.8 million | $17.7 million | 64.7% | | 2021 | $62.8 million | $6.4 million | 63.4% | | 2020 | $69.9 million | $4.7 million | 38.2% | Top 5 Customer Revenue Concentration | Year | Top 5 Customers' % of Total Revenue | | :--- | :--- | | 2022 | 70.6% (36.8% + 13.3% + 10.7% + 5.1% + 4.7%) | | 2021 | 96.0% (41.8% + 28.1% + 16.5% + 7.6% + 2.0%) | | 2020 | 89.9% (68.9% + 12.8% + 3.5% + 2.4% + 2.3%) | - The company has faced non-compliance with Nasdaq's minimum bid price requirement, leading to share consolidations in May 2022 and March 2023 to regain compliance[187](index=187&type=chunk)[188](index=188&type=chunk)[189](index=189&type=chunk) - The Chinese government's increasing oversight over data security (CAC) and overseas listings (CSRC) could adversely impact business operations and future offerings[122](index=122&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk) [Item 4. Information on the Company](index=48&type=section&id=Item%204.%20Information%20on%20the%20Company) This section details the company's history, corporate structure, and online marketing operations in China, highlighting the impact of client loss and evolving PRC regulatory risks [History and Development of the Company](index=48&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) Baosheng Media Group, a Cayman Islands holding company operating via PRC subsidiaries, completed its Nasdaq IPO in 2021 and has since undergone share consolidations to maintain listing compliance amid evolving PRC regulatory risks - The company is a holding company incorporated in the Cayman Islands, with all operations conducted through its wholly-owned PRC subsidiaries[215](index=215&type=chunk) - Completed its IPO on the Nasdaq Capital Market on February 8, 2021, raising net proceeds of approximately **$30.2 million**[218](index=218&type=chunk) - To address non-compliance with Nasdaq's minimum bid price rule, the company executed share consolidations in May 2022 (**3.2-to-1**) and March 2023 (**6-to-1**)[220](index=220&type=chunk)[222](index=222&type=chunk) - The company notes that new CSRC rules effective March 31, 2023, will require filings for future overseas offerings, creating uncertainty and compliance requirements[232](index=232&type=chunk) [Business Overview](index=54&type=section&id=B.%20Business%20Overview) Baosheng provides online marketing solutions in China, offering SEM and Non-SEM services, with revenue from media rebates and advertiser fees, but has seen gross billing decline due to COVID-19 and the loss of a major client - The company's business model revolves around serving advertisers by managing online marketing campaigns and serving media by procuring advertisers for their ad inventory[237](index=237&type=chunk)[239](index=239&type=chunk)[240](index=240&type=chunk) Gross Billing by Advertiser Industry (USD) | Industry | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | E-commerce & online service | $23.6M | $19.1M | $24.3M | | Online gaming | $10.6M | $12.4M | $33.6M | | Third-party ad agencies | $4.1M | $4.9M | $64.6M | | **Total Gross Billing** | **$54.6M** | **$54.7M** | **$134.9M** | Revenue Breakdown by Model (USD) | Revenue Model | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Rebates and incentives from publishers | $1.93M | $3.66M | $9.43M | | Net fees from advertisers | $0.48M | $0.25M | $2.48M | | **Total Revenue** | **$2.42M** | **$3.91M** | **$11.91M** | - The company lost its authorized agency status with Sogou, its top customer in 2020 (**68.9% of revenue**), in March 2021, significantly impacting its SEM services revenue[312](index=312&type=chunk) [Organizational Structure](index=97&type=section&id=C.%20Organizational%20Structure) The company operates under a multi-layered holding structure with the parent in the Cayman Islands, intermediary subsidiaries in BVI and Hong Kong, and operating entities in the PRC, including significant pre-IPO investors - The company operates under a multi-layered holding structure with the parent company in the Cayman Islands, intermediary subsidiaries in BVI and Hong Kong, and the main operating entities located in the PRC[400](index=400&type=chunk)[401](index=401&type=chunk) [Item 5. Operating and Financial Review and Prospects](index=98&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) This section analyzes the company's financial performance, highlighting a significant net loss in FY2022 driven by revenue decline and increased doubtful account provisions, which raises substantial doubt about its going concern ability [Operating Results](index=98&type=section&id=A.%20Operating%20Results) The company's operating results significantly deteriorated in FY2022, with total revenues falling **38.3%** to **$2.4 million** and net loss widening to **$23.7 million**, primarily due to a sharp increase in doubtful account provisions and loss of a major client Consolidated Results of Operations (USD) | Metric | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Revenues | $2,415,098 | $3,911,560 | $11,911,229 | | Gross (Loss) Profit | $(31,843) | $1,834,044 | $10,654,876 | | Provision for doubtful accounts | $(20,460,667) | $(6,880,008) | $(1,960,604) | | Loss from operations | $(24,067,983) | $(9,423,709) | $5,643,175 (Income) | | Net (Loss) Income | $(23,738,837) | $(6,747,453) | $6,944,691 | - Revenue from SEM services plummeted by **86.9%** in 2022 to **$0.3 million** from **$2.4 million** in 2021, primarily due to the absence of revenue from the former top client, Sogou[435](index=435&type=chunk) - The provision for doubtful accounts receivable surged by **363.9%** to **$19.3 million** in 2022, as advertisers in the mobile app, education, and gaming industries faced financial difficulties and delayed payments[447](index=447&type=chunk) [Liquidity and Capital Resources](index=115&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) The company's financial condition raises substantial doubt about its going concern ability due to a **$22.5 million** net loss in 2022 and historical cash outflows, despite positive operating cash flow of **$1.6 million** in 2022 - The company's net loss and historical operating cash outflows raise substantial doubt about its ability to continue as a going concern[483](index=483&type=chunk)[688](index=688&type=chunk)[774](index=774&type=chunk) Summary of Cash Flows (USD) | Cash Flow | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Net Cash from Operating Activities | $1,601,481 | $(31,213,199) | $(3,393,204) | | Net Cash from Investing Activities | $(3,777,782) | $(6,414,339) | $1,244,612 | | Net Cash from Financing Activities | $295,765 | $36,085,744 | $772,373 | - Accounts receivable turnover days remained high at **369** in 2022 and **442** in 2021, compared to **167** in 2020, indicating persistent issues with customer payments[493](index=493&type=chunk) [Item 6. Directors, Senior Management and Employees](index=120&type=section&id=Item%206.%20Directors,%20Senior%20Management%20and%20Employees) This section details the company's leadership, compensation, board structure, and employee base, noting a decrease in workforce and identifying principal shareholders - Shasha Mi has served as the CEO and Chairperson of the Board since July 2022[514](index=514&type=chunk) Employee Headcount by Function (as of Dec 31, 2022) | Function | Number of Employees | % of Total | | :--- | :--- | :--- | | Ad optimization | 33 | 56% | | Sales and marketing | 10 | 17% | | Management and administration | 9 | 15% | | Advertiser services | 4 | 7% | | Media relationships | 3 | 5% | | **Total** | **59** | **100%** | Principal Shareholders' Ownership (as of April 18, 2023) | Shareholder | % of Ordinary Shares | | :--- | :--- | | An Rui Tai BVI | 22.40% | | PBCY Investment | 20.37% | | Deng Guan BVI | 15.61% | | EJAM BVI | 6.82% | [Item 7. Major Shareholders and Related Party Transactions](index=127&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) This section details major shareholders and related party transactions, including **$4.5 million** in services purchased from an EJAM Group-controlled entity and the settlement of a **$1.73 million** receivable from a former chairperson - In 2022, the company purchased services worth **$4,464,919** from Horgos Zhijiantiancheng, an entity controlled by shareholder EJAM Group[547](index=547&type=chunk) - A receivable of **$1.73 million** due from former Chairperson Ms. Wenxiu Zhong, related to a litigation guarantee, was recorded as of Dec 31, 2021, and was fully settled by March 7, 2022[550](index=550&type=chunk)[841](index=841&type=chunk) [Item 8. Financial Information](index=128&type=section&id=Item%208.%20Financial%20Information) This section presents consolidated financial statements, details ongoing legal proceedings primarily for unpaid fees, and states the company's policy of retaining earnings rather than paying cash dividends - The company is a party to multiple ongoing legal proceedings, mostly as a plaintiff in breach of contract cases seeking to recover payments from advertisers[552](index=552&type=chunk)[560](index=560&type=chunk)[561](index=561&type=chunk) - The company does not have a current plan to pay dividends and intends to retain future earnings to fund operations and growth[564](index=564&type=chunk) [Item 10. Additional Information](index=132&type=section&id=Item%2010.%20Additional%20Information) This section provides supplementary details on share capital, corporate governance under Cayman Islands law, exchange controls, and taxation, including the company's assessment of not being a Passive Foreign Investment Company (PFIC) - The company's authorized share capital is **US$60,000** divided into **6,250,000** Ordinary Shares with a par value of **$0.0096** per share, following share consolidations[569](index=569&type=chunk) - The company is an exempted company under Cayman Islands law, which provides for different corporate governance and shareholder rights compared to U.S. corporations[598](index=598&type=chunk) - For U.S. federal income tax purposes, the company states that based on its current operations and asset composition, it does not expect to be treated as a Passive Foreign Investment Company (PFIC)[631](index=631&type=chunk) [Item 11. Quantitative and Qualitative Disclosures About Market Risk](index=148&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks including interest rate, liquidity, and foreign exchange fluctuations, with operations in RMB and reporting in USD, and also experiences business seasonality - The company faces foreign exchange risk as its revenues and expenses are denominated in RMB, while its reporting currency is the U.S. dollar[649](index=649&type=chunk) - The business is subject to seasonality, with advertising spend and revenues tending to rise during holiday seasons and towards the end of the year[651](index=651&type=chunk) Part II [Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds](index=149&type=section&id=Item%2014.%20Material%20Modifications%20to%20the%20Rights%20of%20Security%20Holders%20and%20Use%20of%20Proceeds) This section details the use of proceeds from financing activities, including **$30.2 million** from the February 2021 IPO and **$9.9 million** from a March 2021 private placement, primarily for working capital - The company received net proceeds of approximately **$30.2 million** from its February 2021 IPO and has used about **$28.3 million** for working capital and general corporate purposes[653](index=653&type=chunk) - A private placement in March 2021 raised an additional **$9.9 million**, which has been fully utilized for working capital[654](index=654&type=chunk) [Item 15. Controls and Procedures](index=149&type=section&id=Item%2015.%20Controls%20and%20Procedures) Management concluded that as of December 31, 2022, disclosure controls and procedures were ineffective due to material weaknesses in accounting personnel expertise and the absence of a comprehensive policies manual - Management concluded that as of December 31, 2022, the company's disclosure controls and procedures were not effective[656](index=656&type=chunk) - Two material weaknesses were identified in internal control over financial reporting: 1) Lack of sufficient personnel with U.S. GAAP and SEC reporting knowledge. 2) Lack of a comprehensive accounting policies and procedures manual[660](index=660&type=chunk) [Item 16. Corporate Governance and Other Information](index=151&type=section&id=Item%2016) This section covers corporate governance, including the audit committee financial expert, code of ethics, principal accountant change from Friedman LLP to YCM CPA INC., and the company's use of home country governance practices - On July 20, 2022, the company terminated its independent auditor, Friedman LLP, and appointed YCM CPA INC. The change was not due to any disagreement on accounting principles or practices[670](index=670&type=chunk) - The company, as a foreign private issuer, follows certain Cayman Islands corporate governance practices in lieu of Nasdaq listing standards[675](index=675&type=chunk)[676](index=676&type=chunk) Part III [Item 18. Financial Statements](index=154&type=section&id=Item%2018.%20Financial%20Statements) This section presents the company's audited consolidated financial statements, revealing a significant deterioration in financial health with a **$23.7 million** net loss in 2022 and an auditor's 'Going Concern' opinion - The auditor's report expresses substantial doubt about the Company's ability to continue as a going concern due to a net loss of **$23.7 million** for the year ended December 31, 2022[688](index=688&type=chunk)[774](index=774&type=chunk) Consolidated Balance Sheet Highlights (USD) | Account | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Cash and cash equivalents | $6,679,077 | $4,751,538 | | Accounts receivable, net | $32,101,818 | $56,363,183 | | Total Assets | $58,046,415 | $94,080,133 | | Total Liabilities | $12,609,790 | $20,018,844 | | Total Shareholders' Equity | $45,436,625 | $74,061,289 | Consolidated Income Statement Highlights (USD) | Account | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Revenues | $2,415,098 | $3,911,560 | $11,911,229 | | Gross (Loss) Profit | $(31,843) | $1,834,044 | $10,654,876 | | Net (Loss) Income | $(23,738,837) | $(6,747,453) | $6,944,691 | | (Loss) Earnings Per Share | $(15.47) | $(4.62) | $6.54 |

Baosheng Media Group H1 2022 Financial Results [Management Commentary](index=1&type=section&id=Management%20Commentary) Management discusses challenging H1 2022 due to COVID-19 and budget cuts, highlighting service recognition and future digital economy opportunities - The company faced significant pressure in H1 2022 as clients reduced advertising budgets due to the COVID-19 pandemic resurgence[2](index=2&type=chunk) - Despite challenges, the company received multiple awards from Alibaba, including the 2022 Super Huichuan Excellent Service Provider Award, demonstrating high recognition of its service capabilities[2](index=2&type=chunk) - Future strategy involves seizing new opportunities in digital technology, cooperating with existing customers, investing in innovative industries, and improving the industrial chain to enhance business resilience[2](index=2&type=chunk) [Financial Highlights](index=1&type=section&id=Financial%20Highlights%20for%20the%20First%20Half%20of%202022) H1 2022 saw severe downturn: revenue plummeted 82.3%, gross profit became a $1.1M loss, net loss expanded to $6.3M Financial Highlights for the First Half of 2022 vs 2021 | Metric | H1 2022 ($) | H1 2021 ($) | % Change | | :--- | :--- | :--- | :--- | | Revenues | 428,150 | 2,415,352 | -82.3% | | Gross (Loss) Profit | (1,062,518) | 1,444,334 | -173.6% | | Gross Margin | -248.2% | 59.8% | -515.0% | | Loss from Operations | (6,536,807) | (2,242,820) | 191.5% | | Net Loss | (6,310,346) | (271,671) | 2,222.8% | | Loss per Share | (0.22) | (0.01) | 2,100.0% | [Detailed Financial Results](index=2&type=section&id=Detailed%20Financial%20Results) Detailed H1 2022 results reveal significant revenue decline, increased costs, and higher operating expenses from doubtful accounts, culminating in a substantial net loss [Revenues](index=2&type=section&id=Revenues) Total revenue decreased 82.3% to $0.4M, driven by an 84.1% drop in publisher rebates from Sogou contract termination, while non-SEM services surged 538.6% Revenue Breakdown by Source (H1 2022 vs H1 2021) | Revenue Source | H1 2022 ($) | H1 2021 ($) | % Change | | :--- | :--- | :--- | :--- | | Rebates and incentives from publishers | 373,508 | 2,355,036 | -84.1% | | Net fees from advertisers | 54,642 | 60,316 | -9.4% | | **Total Revenues** | **428,150** | **2,415,352** | **-82.3%** | - The decline in rebates was mainly due to a **$2.0 million** decrease in revenue from Sogou after their agency agreement ended in March 2021, and reduced ad budgets from major publishers due to the COVID-19 pandemic[7](index=7&type=chunk) Revenue Breakdown by Service Type (H1 2022 vs H1 2021) | Service Type | H1 2022 ($) | H1 2021 ($) | % Change | | :--- | :--- | :--- | :--- | | SEM services | 50,380 | 2,356,200 | -97.9% | | Non-SEM services | 377,770 | 59,152 | 538.6% | | **Total Revenues** | **428,150** | **2,415,352** | **-82.3%** | - The company focused on the short video feeds advertising business in H1 2022, driving the significant increase in non-SEM service revenues[10](index=10&type=chunk) [Cost of Revenues and Gross Profit](index=3&type=section&id=Cost%20of%20Revenues%20and%20Gross%20Profit) Cost of revenues increased 53.5% to $1.5M due to staff costs, leading to a $1.0M gross loss and -248.2% gross margin - Cost of revenues increased by **53.5%** to **$1.5 million**, mainly due to a **$0.5 million** increase in staff costs from hiring 33 new employees for the short video feeds advertising business[11](index=11&type=chunk) - The company recorded a gross loss of **$1.0 million** in H1 2022, compared to a gross profit of **$1.4 million** in H1 2021, with gross margin falling to **-248.2%** from **59.8%**[12](index=12&type=chunk) [Operating Expenses](index=3&type=section&id=Operating%20Expenses) Operating expenses rose 48.5% to $5.5M, driven by a 135.8% surge in doubtful accounts provision, despite decreased selling and marketing expenses - Selling and marketing expenses decreased by **32.9%** to **$0.3 million** due to lower entertainment expenses for marketing activities, reflecting decreased gross billings[13](index=13&type=chunk) - General and administrative expenses remained stable at approximately **$1.6 million**[14](index=14&type=chunk) - Provision for doubtful accounts surged **135.8%** to **$3.5 million** as advertisers in financial, education, and gaming industries faced pandemic and regulatory impacts, leading to slower payments[15](index=15&type=chunk) [Net Loss](index=4&type=section&id=Net%20Loss) Net loss significantly widened to $6.3M in H1 2022, with loss per share at $0.22, compared to $0.3M loss and $0.01 per share in H1 2021 - The H1 2021 result included a **$1.9 million** net remeasurement gain from the change in fair value of warrant liabilities, which was not present in H1 2022[16](index=16&type=chunk) Net Loss and Loss Per Share | Metric | H1 2022 ($) | H1 2021 ($) | | :--- | :--- | :--- | | Net Loss | (6,310,346) | (271,671) | | Basic and Diluted Loss per Share | (0.22) | (0.01) | [Financial Condition and Cash Flow](index=4&type=section&id=Financial%20Condition%20and%20Cash%20Flow) As of June 30, 2022, cash was $5.0M; operating cash flow improved to $4.0M used, investing provided $1.7M, and financing used $1.3M for dividends - As of June 30, 2022, cash and cash equivalents were **$5.0 million**, compared to **$4.8 million** as of December 31, 2021[18](index=18&type=chunk) Net Cash Flow by Activity (H1 2022 vs H1 2021) | Cash Flow Activity | H1 2022 ($) | H1 2021 ($) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (4.0 million) | (27.8 million) | | Net Cash Provided by (Used in) Investing Activities | 1.7 million | (5.7 million) | | Net Cash (Used in) Provided by Financing Activities | (1.3 million) | 38.5 million | - The improvement in operating cash flow in H1 2022 was mainly due to a smaller net loss after non-cash adjustments and favorable changes in working capital, including decreases in prepayments and accounts payable[18](index=18&type=chunk) - Cash used in financing activities in H1 2022 was mainly for a **$1.2 million** dividend payment, whereas cash provided in H1 2021 was from net proceeds from the IPO (**$30.2 million**) and a private placement (**$9.9 million**)[21](index=21&type=chunk) [Financial Statements](index=6&type=section&id=Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including Balance Sheets, Statements of Operations, and Cash Flows for H1 2022 and 2021 [Unaudited Condensed Consolidated Balance Sheets](index=6&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) Total assets decreased from $94.1M to $77.8M, driven by reduced accounts receivable and prepayments, while total liabilities and shareholders' equity also declined Selected Balance Sheet Data (As of June 30, 2022 vs Dec 31, 2021) | Account | June 30, 2022 ($) | Dec 31, 2021 ($) | | :--- | :--- | :--- | | Cash and cash equivalents | 5,031,813 | 4,751,538 | | Accounts receivable, net | 51,036,740 | 56,363,183 | | Total Assets | 77,832,446 | 94,080,133 | | Total Liabilities | 13,598,736 | 20,018,844 | | Total Shareholders' Equity | 64,233,710 | 74,061,289 | [Unaudited Condensed Consolidated Statements of Operations](index=7&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS%20AND%20COMPREHENSIVE%20%28LOSS%29%20INCOME) The statement of operations details a significant H1 2022 decline, with revenues dropping to $0.4M, a $1.1M gross loss, and net loss expanding to $6.3M Consolidated Statement of Operations (H1 2022 vs H1 2021) | Metric | For the Six Months Ended June 30, 2022 ($) | For the Six Months Ended June 30, 2021 ($) | | :--- | :--- | :--- | | Revenues | 428,150 | 2,415,352 | | Gross (Loss) Profit | (1,062,518) | 1,444,334 | | Loss from Operations | (6,536,807) | (2,242,820) | | Net Loss | (6,310,346) | (271,671) | | Loss per Share | (0.22) | (0.01) | [Unaudited Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) The cash flow statement shows $4.0M net cash used in operations, $1.7M provided by investing, and $1.3M used in financing, resulting in a $3.8M decrease in cash Consolidated Statement of Cash Flows (H1 2022 vs H1 2021) | Cash Flow Activity | For the Six Months Ended June 30, 2022 ($) | For the Six Months Ended June 30, 2021 ($) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (4,000,579) | (27,756,592) | | Net Cash Provided by (Used in) Investing Activities | 1,702,834 | (5,718,715) | | Net Cash (Used in) Provided by Financing Activities | (1,285,912) | 38,486,717 | | Net (decrease) increase in cash | (3,775,452) | 5,739,709 |