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Youdao(DAO) - 2024 Q4 - Annual Report

VIE Structure and Financial Impact - In 2022, 2023, and 2024, revenues generated by the VIEs accounted for 70.1%, 77.0%, and 73.4% of total net revenues, respectively[30]. - As of December 31, 2024, total assets of the VIEs and their subsidiaries represented 48.8% of the consolidated total assets[30]. - Cumulative capital contributions made by Youdao, Inc. to PRC subsidiaries amounted to US126.2millionasofDecember31,2024[36].TheVIEstransferredRMB2,944.2million,RMB3,287.5million,andRMB3,091.2million(US126.2 million as of December 31, 2024[36]. - The VIEs transferred RMB2,944.2 million, RMB3,287.5 million, and RMB3,091.2 million (US423.5 million) to PRC subsidiaries as service fees in 2022, 2023, and 2024, respectively[36]. - As of December 31, 2024, the outstanding balance of service fees owed by the VIEs to PRC subsidiaries was RMB739.5 million (US101.3million)[37].Youdao,Inc.didnotmakeanyloanstotheVIEsin2022,2023,and2024,withtheVIEsfundingoperationsprimarilythroughcashgeneratedfromactivities[35].ThecompanysabilitytopaydividendsdependsontheservicefeespaidbytheVIEstoitsPRCsubsidiaries[54].CurrentPRClawsimposerestrictionsonforeignownershipofcompaniesengaginginvalueaddedtelecommunicationservices,necessitatingtheuseofVIEstructures[54].ThecompanyreliesoncontractualarrangementswithVIEstoconductbusinessinChina,whichmaybesubjecttoregulatorychangesaffectingenforceability[209].ThecompanysPRCsubsidiariesareconsideredforeigninvestedenterprisesandcannotprovidecertainservicesdirectly,necessitatingtheuseofVIEstructures[211].RegulatoryEnvironmentandComplianceThePCAOBsabilitytoinspectauditfirmsinmainlandChinaandHongKongremainsarisk,potentiallyaffectingtradingofYoudaossecuritiesundertheHFCAA[31].ThecompanyiscloselymonitoringregulatorydevelopmentsregardingnecessaryapprovalsfromtheCSRCandotherPRCregulatoryauthoritiesforoverseaslistings[48].TheOverseasListingTrialMeasuresrequiredomesticcompaniestofulfillfilingproceduresforoverseassecuritiesofferings,effectiveMarch31,2023[48].ThecompanyisnotrequiredtoundergoacybersecurityreviewbytheCACformaintainingitslistingstatusontheNYSE[45].ThecompanyhasnotbeeninvolvedinanyinvestigationsorcybersecurityreviewsinitiatedbytheCACasofthedateoftheannualreport[46].Asofthedateoftheannualreport,thecompanyhasnotreceivedanyregulatoryobjectionsfromtheCSRCregardingitslistingstatus[48].ThecompanyissubjecttoregulatoryscrutinyundertheOutboundInvestmentRule,whichrestrictsU.S.investmentsincertaintechnologysectorsrelatedtoChina,effectiveJanuary2025[156].TheCACsRevisedCybersecurityReviewMeasuresmandatecybersecurityreviewsforplatformoperatorswithoveronemillionuserspersonalinformationaimingtolistabroad[198].TheCACsProvisionalAdministrativeMeasuresforGenerativeAIServicestookeffectonAugust15,2023,requiringsecurityassessmentsforgenerativeAIproducts[128].TheCACsMeasuresforLabelingAIGeneratedContentwillbeeffectivefromSeptember1,2025,mandatinglabelingofAIgeneratedcontent[128].FinancialPerformanceandRisksThecompanyreportednetlossesofRMB745.9millionandRMB550.1millionin2022and2023,respectively,butachievedprofitabilityin2024withanetincomeofRMB75.2million(US101.3 million)[37]. - Youdao, Inc. did not make any loans to the VIEs in 2022, 2023, and 2024, with the VIEs funding operations primarily through cash generated from activities[35]. - The company’s ability to pay dividends depends on the service fees paid by the VIEs to its PRC subsidiaries[54]. - Current PRC laws impose restrictions on foreign ownership of companies engaging in value-added telecommunication services, necessitating the use of VIE structures[54]. - The company relies on contractual arrangements with VIEs to conduct business in China, which may be subject to regulatory changes affecting enforceability[209]. - The company's PRC subsidiaries are considered foreign-invested enterprises and cannot provide certain services directly, necessitating the use of VIE structures[211]. Regulatory Environment and Compliance - The PCAOB's ability to inspect audit firms in mainland China and Hong Kong remains a risk, potentially affecting trading of Youdao's securities under the HFCAA[31]. - The company is closely monitoring regulatory developments regarding necessary approvals from the CSRC and other PRC regulatory authorities for overseas listings[48]. - The Overseas Listing Trial Measures require domestic companies to fulfill filing procedures for overseas securities offerings, effective March 31, 2023[48]. - The company is not required to undergo a cybersecurity review by the CAC for maintaining its listing status on the NYSE[45]. - The company has not been involved in any investigations or cybersecurity reviews initiated by the CAC as of the date of the annual report[46]. - As of the date of the annual report, the company has not received any regulatory objections from the CSRC regarding its listing status[48]. - The company is subject to regulatory scrutiny under the Outbound Investment Rule, which restricts U.S. investments in certain technology sectors related to China, effective January 2025[156]. - The CAC's Revised Cybersecurity Review Measures mandate cybersecurity reviews for platform operators with over one million users' personal information aiming to list abroad[198]. - The CAC's Provisional Administrative Measures for Generative AI Services took effect on August 15, 2023, requiring security assessments for generative AI products[128]. - The CAC's Measures for Labeling AI-Generated Content will be effective from September 1, 2025, mandating labeling of AI-generated content[128]. Financial Performance and Risks - The company reported net losses of RMB745.9 million and RMB550.1 million in 2022 and 2023, respectively, but achieved profitability in 2024 with a net income of RMB75.2 million (US10.3 million)[96]. - The company generated net revenues of RMB672.4 million, RMB1,331.9 million, and RMB1,975.0 million (US270.6million)fromonlinemarketingservicesin2022,2023,and2024,respectively[104].AsofDecember31,2023,thecompanyhadworkingcapitaldeficitsofRMB1,799.3million,whichimprovedtoRMB1,460.2million(US270.6 million) from online marketing services in 2022, 2023, and 2024, respectively[104]. - As of December 31, 2023, the company had working capital deficits of RMB1,799.3 million, which improved to RMB1,460.2 million (US200.0 million) by December 31, 2024[100]. - The company faces significant legal and operational risks due to its operations in China, which could materially affect its business and the value of its securities[70]. - Recent regulatory changes in the PRC private education industry have adversely impacted Youdao Computer's business, particularly in the after-school tutoring sector, with new requirements for non-profit registration and restrictions on fundraising[81]. - The company faces intense competition for qualified talent in China, and the loss of key employees could disrupt operations and harm business growth[161]. - The company faces risks associated with rapid technological changes and competition, which could materially affect its business and financial condition[90]. - The company may incur additional expenses to adapt its business model to comply with evolving regulations and laws in the PRC[144]. - The company may struggle to comply with new laws and regulations, risking material penalties that could adversely affect operations and prospects[234]. Product Development and Market Strategy - New product offerings, including Youdao Dictionary Pen X7 and Youdao SpaceOne, are in initial development stages and have not yet generated significant revenues, posing risks to future growth[86]. - The company launched its large language model (LLM), Confucius, in 2023, which is China's first LLM specifically for the education sector[88]. - The company plans to explore additional monetization opportunities, including offering new technology solutions and subscription options to increase user spending[91]. - The company introduced new intelligent learning products, such as Youdao Dictionary Pen A7 Pro and Youdao Dictionary Pen X7[92]. - The company launched its own large language model, Confucius, in 2023, integrating AI into product offerings, but faces uncertainties regarding commercialization and regulatory compliance[124]. Operational Challenges and Risks - The company faces risks related to third-party payment processing, including potential fraud and user data leakage, which could materially affect its business[186]. - The company does not currently have any business insurance coverage, which may result in substantial costs and resource diversion in the event of disruptions[187]. - The company is exposed to risks from negative publicity, which could harm its reputation and financial condition[130]. - The company relies heavily on information technology systems, and any failure or security breach could disrupt operations and lead to significant costs[140]. - The company may face significant disruptions to its business operations if the VIEs lose their licenses, approvals, and assets, which could adversely affect financial condition and results[228]. Shareholder and Governance Issues - NetEase, the controlling shareholder, owns 67.2% of the total voting power, which may lead to decisions that are not aligned with the interests of other shareholders[204]. - The company has limited experience operating as a stand-alone public entity, facing enhanced compliance requirements that may incur substantial costs[202]. - Any negative developments in NetEase's market position or financial condition could adversely impact the company's reputation and business[203]. - Conflicts of interest may arise between the shareholders of the VIEs and the company, potentially affecting the performance of contractual arrangements[226]. Inventory and Asset Management - As of December 31, 2023, inventory accounted for approximately 16.7% of total current assets, decreasing to 11.8% by December 31, 2024[129]. - The company faces risks related to inventory management, including potential losses from excessive or obsolete inventory due to demand forecasting inaccuracies[129]. Legal and Regulatory Compliance - The PRC Data Security Law and Personal Information Protection Law were enacted, effective September 1, 2021, and November 1, 2021, respectively, to enhance cybersecurity and data protection regulations[142]. - Network platform operators with over one million users' personal information must undergo a cybersecurity review before any public offering in foreign countries[142]. - The company is required to obtain various licenses and approvals to conduct its operations in China, including a Value-Added Telecommunications Business Operating License[149]. - The company has completed re-filing for certain educational apps to comply with new regulatory requirements[150].