DDC(DDC) - 2023 Q4 - Annual Report

PART I. Business and Financial Information ITEM 1. Identity of Directors, Senior Management and Advisers Information on the identity of directors, senior management, and advisers is not applicable for this report - Information regarding the identity of directors, senior management, and advisers is not applicable[13] ITEM 2. Offer Statistics and Expected Timetable Information on offer statistics and expected timetable is not applicable for this report - Information on offer statistics and expected timetable is not applicable[14] ITEM 3. Key Information This section provides selected historical consolidated financial data, a reconciliation of net loss to adjusted EBITDA, and an overview of risk factors affecting the company's business, corporate structure, operations, and securities Selected Financial Data The company's consolidated financial performance shows increasing total revenues but also increasing net losses and negative operating cash flows from 2021 to 2023 | Indicator | 2021 (RMB) | 2022 (RMB) | 2023 (RMB) | 2023 (US$) | | :------------------------------------------ | :----------- | :----------- | :----------- | :----------- | | Total revenues | 205,179,442 | 179,586,066 | 205,481,904 | 28,941,521 | | Gross profit | 36,457,608 | 43,926,869 | 51,455,313 | 7,247,329 | | Loss from operations | (113,619,990) | (80,004,296) | (146,217,082) | (20,594,247) | | Net loss | (458,683,434) | (122,248,608) | (161,975,688) | (22,813,801) | | Net cash used in operating activities | (91,425,290) | (37,083,065) | (89,350,546) | (12,584,764) | | Total assets (as of Dec 31) | 255,377,773 | 434,349,571 | 61,176,858 | | Total liabilities (as of Dec 31) | 374,357,236 | 373,692,326 | 52,633,464 | | Total shareholders' (deficit)/equity (as of Dec 31) | (1,487,499,524) | 60,657,245 | 8,543,394 | Non-GAAP Financial Measure Adjusted EBITDA is used as a non-GAAP measure to evaluate operating results and identify underlying business trends by excluding certain non-operating expenses - Adjusted EBITDA is used to evaluate operating results and for financial/operational decision-making, as it helps identify underlying business trends by excluding certain expenses from net loss[19][20] Reconciliation from Net Loss to Adjusted EBITDA | Indicator | 2021 (RMB) | 2022 (RMB) | 2023 (RMB) | 2023 (US$) | | :------------------------------------------ | :----------- | :----------- | :----------- | :----------- | | Net loss | (458,683,434) | (122,248,608) | (161,975,688) | (22,813,801) | | Add: Income tax expense | 816,868 | 3,115,753 | 5,004,766 | 704,907 | | Add: Interest expenses | 22,842,091 | 30,826,950 | 12,178,668 | 1,715,329 | | Less: Interest income | (9,783) | (465,162) | (2,562,605) | (360,935) | | Add: Termination of franchise agreement | — | — | 11,005,303 | 1,550,065 | | Add: Foreign currency exchange loss/(gain), net | 147,413 | (671,007) | 66,798 | 9,408 | | Add: Impairment loss for equity investments | — | 22,705,285 | 8,288,296 | 1,167,382 | | Add: Impairment loss on goodwill | — | — | 6,592,220 | 928,495 | | Less: Gain from deconsolidation of VIEs | — | (13,543,650) | (134,665) | (18,967) | | Less: Other income | (5,581,534) | (1,599,746) | (421,449) | (59,360) | | Add: Other expenses, net | 266,083,985 | — | 10,440,057 | 1,470,451 | | Add: Changes in fair value of financial instruments | 60,764,404 | 1,875,889 | (17,101,260) | (2,408,661) | | Add: Depreciation and amortization | 5,110,730 | 3,544,322 | 6,107,400 | 860,209 | | Add: Share-based compensation | — | 38,993,201 | 83,863,299 | 11,811,899 | | Adjusted EBITDA | (108,509,260) | (37,466,773) | (38,648,860) | (5,443,579) | 3.A. [Reserved] This section is reserved - This section is reserved[22] 3.B. Capitalization and Indebtedness Information on capitalization and indebtedness is not applicable - Information on capitalization and indebtedness is not applicable[22] 3.C. Reasons for the Offer and Use of Proceeds Information on reasons for the offer and use of proceeds is not applicable - Information on reasons for the offer and use of proceeds is not applicable[23] 3.D. Risk Factors The company faces diverse risks including consumer demand, market competition, international expansion, PRC regulatory compliance, and securities volatility, with potential delisting risks - The company's business and future growth prospects are highly dependent on consumer demand for its products, which can be adversely affected by shifts in preferences, economic conditions, and failure to innovate or adapt to market trends[24][25][26] - International expansion, particularly into the U.S. and Southeast Asia, exposes the company to increased business, regulatory, and economic risks, including compliance with diverse laws, recruitment challenges, intellectual property protection issues, and geopolitical instability[31][32][33] - The company operates in a highly competitive food industry in China and the United States, facing larger, better-funded competitors and risks of price reductions, reduced margins, and loss of market share if it fails to compete effectively[74][75][76] - The company has incurred net losses and negative cash flows from operating activities in recent years (RMB162.0 million net loss and RMB89.4 million negative operating cash flow in 2023), and there is no assurance of future profitability, requiring significant expenditures for business development and expansion[82][85][86] - Compliance with PRC laws and regulations, particularly concerning data security, cybersecurity, and foreign investment, poses significant uncertainties and risks, including potential fines, business suspension, or limitations on capital contributions and dividend distributions from PRC subsidiaries[55][56][145] - The company's Class A Ordinary Shares face risks of price volatility, potential delisting from NYSE American due to non-compliance with listing standards (e.g., trading below $1.00, late SEC filings, minimum stockholders' equity), and adverse U.S. federal income tax consequences if classified as a Passive Foreign Investment Company (PFIC)[251][252][282] - The dual-class share structure, with Class B shares holding ten votes each, concentrates voting power with the founder, limiting other shareholders' influence on corporate matters and potentially discouraging change-of-control transactions[256][257] - The Holding Foreign Companies Accountable Act (HFCAA) and related regulations pose a risk of delisting if the PCAOB is unable to inspect the company's audit firm for two consecutive years, which could significantly impact the value and trading of its securities[238][242][245] ITEM 4. Information on the Company This section details the company's history, content-driven food innovation business model, omni-channel strategy, and international expansion plans supported by acquisitions 4.A. History and Development of the Company Founded in Hong Kong in 2012 as an online recipe platform, the company expanded into advertising, entered Mainland China, and evolved into content commerce by 2017, launching own-branded meal products by 2019 - Founded in Hong Kong in 2012 as an online platform for food recipes and culinary content[298] - Expanded into advertising services and entered the Mainland China market in 2015 through DDC Shanghai[298] - Transitioned from content creation to content commerce in 2017 and began producing and selling own-branded RTH, RTC, RTE, and plant-based meal products by 2019[298][299] 4.B. Business Overview The company operates as a content-driven food innovator, offering convenient meal products to Millennial and GenZ customers through an omni-channel strategy, with plans for international expansion via M&A - The company is a food innovator with content-driven consumer brands offering RTH, RTC, RTE, and plant-based meal products, targeting Millennial and GenZ customers[297][317] - Employs an omni-channel (online and offline) sales, end-to-end (E2E) product development, and distribution strategy, leveraging data analytics to adapt to consumer preferences[300][318] - Strategic goals include international market expansion in the U.S. and Southeast Asia, enhancing sales and marketing capabilities through social e-commerce, and continuous product innovation, with M&A as a key growth driver[304][307][309][310][311] - Acquired Nona Lim in July 2023 to expand into the U.S. market and is targeting international sales to account for 20-30% of total revenue in 2024 and around 50% in 2025[308][311] 4.C. Organizational structure The corporate structure includes DDC Enterprise Limited as the listed entity, with direct and indirect subsidiaries in Cayman Islands, Hong Kong, and the U.S., and contractual controls over certain entities - DDC Enterprise Limited is the listed entity, with a corporate structure comprising direct and indirect holdings in subsidiaries across Cayman Islands, Hong Kong, and the U.S[313][719] - Key subsidiaries include Perfect Foods Inc. (Cayman), Grand Leader Technology Limited (Hong Kong), DDC US Inc., Cook San Francisco, LLC, Lin's Group Limited (51% indirect holdings), Shanghai DayDayCook Information Technology Co., Ltd, and Shanghai Yuli Development Limited (51% indirect holdings)[719] 4.D. Property, plants and equipment The company's headquarters are in Shanghai, China, with additional leased offices and warehouses in Shanghai, Fujian, Hong Kong, and the U.S., deemed adequate for current needs - The company's headquarters are in Shanghai, China, with additional offices in Shanghai, Fujian, Hong Kong, and the U.S[313] - All premises, including office space and warehouses, are leased from independent third parties under operating lease agreements[313] - Existing facilities are deemed adequate for current needs, with plans to seek additional space for future growth[313] ITEM 4A. Unresolved Staff Comments There are no unresolved staff comments - There are no unresolved staff comments[314] ITEM 5. Operating and Financial Review and Prospects This section discusses the company's financial condition and operating results, highlighting revenue growth from offline sales and acquisitions, persistent net losses, negative operating cash flows, liquidity, and critical accounting policies 5.A. Operating Results Total revenue increased by 14.4% in 2023, driven by offline sales, but the company continued to incur substantial net losses and negative operating cash flows, influenced by strategic shifts and increased expenses - Total revenue increased by 14.4% to RMB205.5 million (US$28.9 million) in 2023 from RMB179.6 million in 2022[319][353] - The increase in total revenue was mainly due to a RMB64.4 million (US$9.1 million) increase in offline consumer product sales, partially offset by a RMB36.2 million (US$5.1 million) decrease in online consumer product sales[320][353] - Net loss increased to RMB162.0 million (US$22.8 million) in 2023 from RMB122.2 million in 2022, and net cash used in operating activities was RMB89.4 million (US$12.6 million) in 2023[321] - Adjusted EBITDA showed a loss of RMB38.6 million (US$5.4 million) in 2023, compared to a loss of RMB37.5 million in 2022[322] - Operating expenses increased by 54.2% to RMB197.7 million (US$27.8 million) in 2023, primarily due to increased general and administrative expenses related to the public offering and higher share-based compensation[359][363][365] Total Revenues by Channel | Channel | 2021 (RMB) | 2022 (RMB) | 2023 (RMB) | 2023 (US$) | | :----------------------------- | :----------- | :----------- | :----------- | :----------- | | Online consumer product sales | 148,570,430 | 67,016,645 | 30,811,746 | 4,339,744 | | Offline consumer product sales | 42,819,538 | 109,403,748 | 173,783,356 | 24,476,874 | | Revenues from collaborative arrangements | 8,244,967 | 1,867,042 | — | — | | Advertising service | 3,413,183 | 870,580 | 886,802 | 124,903 | | Experience stores | 2,131,324 | 428,051 | — | — | | Total Revenues | 205,179,442 | 179,586,066 | 205,481,904 | 28,941,521 | Total Revenues by Product/Service Line | Product/Service Line | 2021 (RMB) | 2022 (RMB) | 2023 (RMB) | | :----------------------------- | :----------- | :----------- | :----------- | | Private label products | 80,108,791 | 121,656,429 | 130,430,099 | | Ready to heat ("RTH") | 56,786,910 | 16,381,564 | 4,758,751 | | Ready to eat ("RTE") & Plant Base | 39,643,744 | 34,115,276 | 58,623,131 | | Ready to cook ("RTC") | 856,254 | 2,545,547 | 10,783,121 | | Fresh products | 13,994,269 | 1,721,577 | — | | Advertising service | 3,413,183 | 870,580 | 886,802 | | Experience stores | 2,131,324 | 428,051 | — | | Revenues from collaborative arrangements | 8,244,967 | 1,867,042 | — | | Total Revenues | 205,179,442 | 179,586,066 | 205,481,904 | 5.B. Liquidity and Capital Resources Liquidity is primarily from operating and financing activities, with significant cash used in operations, reliance on borrowings, and IPO proceeds, leading to an increased cash conversion cycle in 2023 - Primary sources of liquidity are cash from operating activities and financing activities[400] - Cash and cash equivalents, along with restricted cash, totaled RMB79.3 million (US$11.2 million) at the end of 2023[18][421] - Net cash used in operating activities was RMB89.4 million (US$12.6 million) in 2023, while net cash provided by financing activities was RMB216.0 million (US$30.4 million), largely due to IPO proceeds[421][425][433] - The cash conversion cycle increased from 12.4 days in 2022 to 24.3 days in 2023, mainly due to a shift from online to offline sales[405] - The company has significant debt obligations, including RMB126.2 million (US$17.8 million) due in Q1 2025, and utilizes both short-term and long-term banking facilities[138][407] Contractual Obligations as of December 31, 2023 | Contractual Obligations | Total (RMB) | Within 1 year (RMB) | 1-3 years (RMB) | 3-5 years (RMB) | Over 5 years (RMB) | | :---------------------- | :------------ | :------------------ | :---------------- | :---------------- | :--------------- | | Operating lease payments | 7,428,692 | 2,836,406 | 2,198,625 | 1,078,907 | 1,314,754 | | Finance lease payments | 148,131 | 108,750 | 39,381 | - | - | | Short-term bank borrowings | 19,500,000 | 19,500,000 | - | - | - | | Long-term bank borrowings | 7,512,629 | 1,993,168 | 1,979,086 | 1,406,998 | 2,133,377 | | Total | 34,589,452 | 24,438,324 | 4,217,092 | 2,485,905 | 3,448,131 | 5.C. Research and Development, Patent and Licenses, etc. The company considers trademarks, copyrights, domain names, know-how, and patents as critical IP, protected by laws and agreements, with 279 trademarks and 6 copyrights registered in China and Hong Kong as of December 31, 2023 - Intellectual property, including trademarks, copyrights, domain names, know-how, and patents, is considered critical to the company's success[455] - Protection relies on intellectual property laws and contractual arrangements, such as confidentiality and non-compete agreements[455] - As of December 31, 2023, the company had registered 279 trademarks, 1 copyright of works, and 5 computer software copyrights in China, including three registered trademarks in Hong Kong[455] 5.D. Trend Information No material trends, uncertainties, demands, commitments, or events for 2023 are expected to significantly impact financial performance beyond what is already disclosed - No material trends, uncertainties, demands, commitments, or events for the year ended December 31, 2023, are expected to significantly impact total net revenues, income, profitability, liquidity, or capital reserves beyond what is already disclosed[456] 5.E. Critical Accounting Estimates Financial statements under U.S. GAAP require significant judgments, estimates, and assumptions for revenue, share-based compensation, impairment, leases, and fair value, continuously evaluated based on available information - Financial statements are prepared in accordance with U.S. GAAP, requiring significant judgments, estimates, and assumptions[457][793] - Key estimates include valuation allowance for deferred tax assets, impairment of goodwill and long-term investments, allowance for doubtful accounts, inventory valuation, useful lives of assets, commitments and contingencies, and fair values of financial instruments[795] - Estimates are continuously evaluated based on the latest information, historical experience, and reasonable assumptions, with actual results potentially differing materially[795][796] ITEM 6. Directors, Senior Management and Employees This section outlines the company's experienced management team, board of directors, compensation, board practices, employee demographics, and share ownership details for key personnel and major shareholders 6.A. Directors and Senior Management The company is led by an experienced management team and board of directors with expertise in FMCG, e-commerce, and IT, including founder Norma Ka Yin Chu and independent directors - The management team and board of directors possess significant experience across FMCG, e-commerce, and IT services, with strong understanding of Chinese and international markets[458] - Norma Ka Yin Chu, the founder, serves as CEO and Chairwoman, bringing extensive experience from the cooking and food products industry as well as private equity[459][463] - The board includes three independent directors: George Lai, Matthew Gene Mouw, and Samuel Chun Kong Shih, who bring diverse expertise from companies like The9 Limited, Barilla, Groupe Danone, Mars, and PepsiCo[460][469][470][471] 6.B. Compensation In 2023, the company paid RMB5.1 million in cash compensation to officers and directors, operating Pre-IPO and 2023 ESOPs, with the latter authorizing up to 5.2 million Class A Ordinary Shares and an annual 10% increase - In 2023, the company paid RMB5.1 million (US$0.7 million) in cash to executive officers and non-executive directors[473] - The 2023 ESOP authorizes the issuance of up to 5,200,000 Class A Ordinary Shares, with an annual automatic increase of up to 10% of outstanding Class A Ordinary Shares, leading to an estimated 6.6 million additional shares available as of January 1, 2025[477] - The Compensation Committee cancelled 'Underwater Grants' (options and restricted stock with exercise prices above current market price) in November 2024 to align interests and granted 500,000 options or restricted stock awards to each independent director in December 2024[478][479] 6.C. Board Practices The five-member board, including three independent directors, operates through Audit, Compensation, and Nominating Committees, with directors owing fiduciary duties under Cayman Islands law and overseeing risk management - The board of directors comprises five directors, including three independent directors (Mr. Lai, Mr. Mouw, Mr. Shih) who meet NYSE American independence requirements[481][484][485][488] - Key committees include the Audit Committee (chaired by Mr. George Lai, overseeing financial reporting and internal controls), Compensation Committee (chaired by Mr. Samuel Chun Kong Shih, reviewing executive compensation), and Nominating and Corporate Governance Committee (chaired by Mr. Matthew Gene Mouw, recommending director nominees and corporate governance policies)[482][484][485][487][488] - Directors are subject to fiduciary duties under Cayman Islands law, including acting in good faith, exercising powers for proper purposes, avoiding conflicts of interest, and exercising independent judgment, skill, care, and diligence[489] - The board of directors is responsible for informed oversight of the company's risk management process, including strategic, regulatory, cybersecurity, and data protection risks[491] 6.D. Employees As of December 31, 2023, the company had 78 employees across China and the U.S., primarily in sales, marketing, and operations, with a focus on talent retention and good labor relations - As of December 31, 2023, the company had 78 employees based in China and the United States[492] Employee Distribution by Function (as of December 31, 2023) | Function | Number of Employees | Percentage | | :----------------------------- | :------------------ | :--------- | | Sales and Marketing | 31 | 39.7% | | Supply Chain Management | 5 | 6.4% | | Legal, Compliance, and Finance | 18 | 23.1% | | Technology & Product Design & Development | 3 | 3.8% | | Operations | 21 | 26.9% | | Total | 78 | 100% | - The company offers competitive salaries, performance-based bonuses, equity incentives, and training programs to attract and retain employees, maintaining good labor relations without material disputes[492] - Employees in PRC subsidiaries participate in government-mandated benefit plans, including social insurance and housing funds, with contributions based on salaries[493] 6.E. Share Ownership As of January 21, 2025, the company had 79.6 million ordinary shares outstanding (Class A and B), with founder Norma Ka Yin Chu beneficially owning 29.3% of Class A and 1.1% of Class B shares, maintaining significant control - As of January 21, 2025, there were 79,625,356 ordinary shares outstanding, consisting of 78,750,356 Class A Ordinary Shares and 875,000 Class B Ordinary Shares[498] Beneficial Ownership of Ordinary Shares (as of January 21, 2025) | Name of Beneficial Owners | Class A Ordinary Shares Beneficially Owned (Number) | Class A Ordinary Shares Beneficially Owned (%) | Class B Ordinary Shares Beneficially Owned (Number) | Class B Ordinary Shares Beneficially Owned (%) | | :------------------------ | :------------------------------------------------ | :--------------------------------------------- | :------------------------------------------------ | :--------------------------------------------- | | Norma Ka Yin Chu | 23,309,275 | 29.3% | 875,000 | 1.1% | | Katherine Shuk Kwan Lui | 180,807 | 0.2% | — | — | | Jeffrey S. Ervin | — | — | — | — | | Malik Sadiq | — | — | — | — | | Chia Hung Yang | — | — | — | — | | George Lai | — | — | — | — | | Matthew Gene Mouw | — | — | — | — | | Samuel Chun Kong Shih | — | — | — | — | | All directors and executive officers as a group | 23,490,082 | 29.5% | 875,000 | 1.1% | - Norma Ka Yin Chu, the founder, holds a significant beneficial ownership, including all Class B Ordinary Shares, which carry ten votes per share, granting her considerable influence over corporate matters[256][257][499] ITEM 7. Major Shareholders and Related Party Transactions This section details major shareholders and outlines policies and specific related party transactions, including loans and guarantees involving key management, to prevent conflicts of interest 7.A. Major Shareholders Major shareholder information is referenced to the 'Share Ownership' section (Item 6.E), detailing beneficial ownership by officers, directors, and significant shareholders - Major shareholder information is provided in 'Item 6. Directors, Senior Management and Employees—6.E. Share Ownership'[503] 7.B. Related Party Transactions The company has policies requiring audit committee approval for related party transactions to prevent conflicts of interest, and has engaged in various loan arrangements with key individuals, with significant outstanding balances as of December 31, 2023 - The company has adopted a related party transaction policy requiring disclosure and approval by disinterested members of the audit committee or compensation committee to prevent conflicts of interest[504][505][506] - Key related parties include Ms. Norma Ka Yin Chu (Founder, CEO, Chairwoman), Ms. Katherine Shuk Kwan Lui (CFO), and Mr. Samuel Derk Shuen Lim (Spouse of Founder)[508][1238] - The company has engaged in numerous loan transactions with these related parties, including interest-bearing and interest-free loans, with varying repayment terms and extensions[508][509][510][511][512][513][514][515][516][517][518][519][520][521][522][523][524][525][1239][1240][1241][1242][1243][1244][1245][1246][1247][1248][1249][1250][1251][1252][1253][1254][1255][1256] Related Party Balances (as of December 31) | Related Party | 2022 (RMB) | 2023 (RMB) | | :------------------------------ | :----------- | :----------- | | Amounts due to Mr. Samuel Derk Shuen Lim | 14,120,050 | 14,231,755 | | Amounts due to Ms. Norma Ka Yin Chu | 5,096,559 | 3,373,939 | | Amounts due to Ms. Katherine Shuk Kwan Lui | 179,101 | — | | Total Amounts due to related parties | 19,395,710 | 17,605,694 | 7.C. Interests of Experts and Counsel Information on the interests of experts and counsel is not applicable - Information on the interests of experts and counsel is not applicable[527] ITEM 8. Financial Information This section confirms the inclusion of consolidated financial statements, details ongoing legal proceedings, compliance matters, and the company's dividend policy 8.A. Consolidated Statements and Other Financial Information Consolidated financial statements are included as part of this annual report, providing a comprehensive overview of the company's financial position and performance - Consolidated financial statements are included as part of this annual report[528] Legal Proceedings and Compliance The company is involved in several legal disputes, including trademark infringement, a shareholder redemption demand, an arbitration claim, and a breach of contract complaint, with uncertain outcomes that could impact financial condition - The company is involved in a trademark infringement dispute in China, where similar logos were pre-emptively registered by an unaffiliated company, but believes this will not materially affect its main business[530] - A shareholder has demanded redemption of shares for US$3,679,323, which the company disputes due to lack of shareholder consent, and an unfavorable outcome could significantly impact its financial position[532] - The company faces an arbitration claim of EU$4.7 million from GLI Industry S.p.A. shareholders for alleged failure to fulfill acquisition obligations, which the company denies and plans to vigorously defend[533] - The former CEO of Cook San Francisco LLC has filed a complaint alleging breach of contract and labor law violations, seeking severance and post-closing payments, with settlement negotiations ongoing[534] Dividend Policy The company has never paid dividends and does not anticipate paying cash dividends on its Ordinary Shares, intending to retain all funds for business development and expansion - The company has never paid dividends on Ordinary Shares and does not anticipate paying any cash dividends in the foreseeable future[537] - All available funds and future earnings are intended to be retained to fund the development and expansion of the business[537] ITEM 9. The Offer and Listing This section confirms the listing of Class A ordinary shares on NYSE American under 'DDC' since November 17, 2023, and notes its dual-class share structure, with other sub-items marked as not applicable 9.A. Offering and Listing Details Class A ordinary shares have been listed on NYSE American since November 17, 2023, under 'DDC', operating with a dual-class share structure where Class B shares have different voting rights - Class A ordinary shares were listed on the NYSE American on November 17, 2023, under the symbol 'DDC'[540] - The company operates with a dual-class share structure, where Class B ordinary shares have ten votes per share, while Class A ordinary shares have one vote per share[538] 9.B. Plan of Distribution Information on the plan of distribution is not applicable - Information on the plan of distribution is not applicable[539] 9.C. Markets Class A ordinary shares are listed and traded on the NYSE American - The Class A ordinary shares are listed on the NYSE American under the symbol 'DDC'[540] 9.D. Selling Shareholders Information on selling shareholders is not applicable - Information on selling shareholders is not applicable[541] 9.E. Dilution Information on dilution is not applicable - Information on dilution is not applicable[542] 9.F. Expenses of the Issue Information on expenses of the issue is not applicable - Information on expenses of the issue is not applicable[543] ITEM 10. Additional Information This section provides detailed information on share capital, corporate governance under Cayman Islands law, taxation in various jurisdictions, and other general disclosures 10.A. Share Capital Information on share capital is not applicable - Information on share capital is not applicable[544] 10.B. Memorandum and Articles of Association The company is a Cayman Islands exempted company governed by its Memorandum and Articles of Association, with a dual-class share structure (Class A one vote, Class B ten votes) and specific provisions for dividends, voting, and anti-takeover measures - The company is an exempted company incorporated with limited liability under Cayman Islands law, governed by its Memorandum and Articles of Association and the Companies Act[546][569] - Authorized share capital is US$3,338,000, divided into 200,000,000 Class A Ordinary Shares (US$0.016 par value) and 1,750,000 Class B Ordinary Shares (US$0.016 par value)[547] - Class A Ordinary Shares are entitled to one vote, while Class B Ordinary Shares (held by the founder) are entitled to ten votes, giving the founder considerable influence[549][256] - The board of directors can declare dividends, and shares are subject to transfer restrictions, redemption options, and anti-takeover provisions through authorized but unissued shares and preferred shares[548][560][564][566][568] 10.C. Material Contracts No material contracts have been entered into outside the ordinary course of business, other than those already described in this annual report - No material contracts have been entered into other than in the ordinary course of business and those described elsewhere in the annual report[571] 10.D. Exchange Controls Information on exchange controls is referenced to 'Item 4. Information on the Company' - Information on exchange controls is referenced to 'Item 4. Information on the Company'[572] 10.E. Taxation This section outlines tax implications for the company and shareholders across Cayman Islands, Hong Kong, PRC, and U.S., including potential PFIC classification for U.S. Holders - The company is not subject to income or capital gains tax in the Cayman Islands, and no withholding tax is imposed on dividends or gains from securities disposal[575][576] - Hong Kong subsidiaries are subject to a two-tiered profits tax rate (8.25% up to HK$2 million, 16.5% thereafter), with foreign-derived income exempted[577] - PRC subsidiaries are subject to a 25% Enterprise Income Tax (EIT) on taxable income, and dividends paid to non-PRC resident corporate investors are subject to a 10% withholding tax[578][583] - U.S. Holders of Class A Ordinary Shares face U.S. federal income tax on dividends and gains, with potential classification as a Passive Foreign Investment Company (PFIC) leading to significantly increased taxes and burdensome reporting requirements[589][591][592][595] 10.F. Dividends and Paying Agents Information on dividends and paying agents is not applicable - Information on dividends and paying agents is not applicable[610] 10.G. Statements by Experts Information on statements by experts is not applicable - Information on statements by experts is not applicable[611] 10.H. Documents on Display The company is subject to SEC periodic reporting requirements under the Exchange Act, filing annual reports on Form 20-F, with filings available on EDGAR - The company is subject to periodic reporting and informational requirements of the Exchange Act, including filing annual reports on Form 20-F[612] - All reports and information filed electronically with the SEC are available on its EDGAR system at www.sec.gov[612](index=612&type=chunk) 10.I. Subsidiary Information Subsidiary information is provided in 'Item 4.C. Information on the Company – Organizational structure' - Subsidiary information is provided in 'Item 4.C. Information on the Company – Organizational structure'[613] 10.J. Annual Report to Security Holders Information on the annual report to security holders is not applicable - Information on the annual report to security holders is not applicable[614] ITEM 11. Quantitative and Qualitative Disclosures About Market Risk The company's primary market risks include interest rate, credit, and foreign exchange risks, which management actively monitors, believing its financial institutions are of high credit quality - Interest rate risk primarily relates to interest income from interest-bearing bank deposits; the company does not use derivative financial instruments to manage this risk[616] - Credit risk is concentrated in cash and cash equivalents, accounts receivable, and amounts due from related parties, with management monitoring creditworthiness of financial institutions and customers[617][618] - Foreign exchange risk arises because a large majority of business is transacted in RMB, which is not freely convertible, and its value fluctuates against other currencies[619] ITEM 12. Description of Securities Other than Equity Securities This section details the accounting treatment of warrant and option liabilities as freestanding financial instruments measured at fair value, with changes recognized in the consolidated statement of comprehensive loss - Warrants and options to purchase redeemable convertible preferred shares are treated as freestanding financial liabilities[621] - These liabilities are initially and subsequently measured at fair value using the binomial option pricing model, with changes in fair value recognized in the consolidated statement of comprehensive loss[621] Warrant Liabilities (as of December 31) | Indicator | 2022 (RMB) | 2023 (RMB) | 2023 (US$) | | :------------------ | :----------- | :----------- | :----------- | | Warrant liabilities | 5,747,884 | 87,279 | 12,293 | PART II. Corporate Governance and Controls ITEM 13. Defaults, Dividend Arrearages and Delinquencies There have been no defaults, dividend arrearages, or delinquencies - There have been no defaults, dividend arrearages, or delinquencies[626] ITEM 14. Material Modifications to the Rights of Security Holders and Use of Proceeds No material modifications to security holders' rights have occurred, and US$7.8 million of IPO net proceeds were used for strategic investments and general corporate purposes by December 31, 2023 - No material modifications to the rights of security holders have occurred[627] - The company raised approximately US$30.1 million in net proceeds from its IPO[628] - By December 31, 2023, US$7.8 million of the net IPO proceeds were used for strategic investments and general corporate purposes, including working capital needs[629] - There has been no material change in the use of proceeds as described in the F-1 Registration Statement[629] ITEM 15. Controls and Procedures Management concluded disclosure controls were effective as of December 31, 2023, but identified a material weakness in internal control over financial reporting due to insufficient U.S. GAAP and SEC reporting personnel, with remediation underway - Disclosure controls and procedures were deemed effective as of December 31, 2023[630] - A material weakness in internal control over financial reporting was identified as of December 31, 2023, due to a lack of sufficient financial reporting and accounting personnel with appropriate U.S. GAAP and SEC reporting knowledge[631][632] - Remediation measures include hiring qualified personnel, providing continuous training, establishing formal financial period-end closing policies, and implementing effective monitoring controls[633] - As an 'emerging growth company,' the company is exempt from the auditor attestation requirements for internal control over financial reporting[636] ITEM 16. [Reserved] This section is reserved - This section is reserved[638] ITEM 16A. Audit Committee Financial Expert Mr. George Lai, an independent director and audit committee member, is identified as an 'audit committee financial expert' meeting SEC and NYSE American independence standards - Mr. George Lai, an independent director and audit committee member, qualifies as an 'audit committee financial expert' under SEC rules[638] - Mr. Lai also meets the financial sophistication and independence standards of the NYSE American and Rule 10A-3 under the Securities Exchange Act of 1934[638] ITEM 16B. Code of Ethics A publicly available code of business conduct and ethics has been adopted for all directors, executive officers, and employees - A code of business conduct and ethics has been adopted, applicable to all directors, executive officers, and employees, and is publicly available[639] ITEM 16C. Principal Accountant Fees and Services This section details aggregate fees paid to independent registered public accounting firms (KPMG, Marcum Asia, Enrome) for audit and other services in 2022 and 2023, with all services pre-approved by the audit committee Auditor Fees (in thousands RMB) | Services | 2022 (RMB) | 2023 (RMB) | | :-------------------- | :----------- | :----------- | | Audit Fees - KPMG Huazhen LLP | 7,000 | 7,300 | | Audit Fees - Marcum Asia CPAs LLP | — | 1,846 | | Audit Fees - Enrome LLP | — | 3,905 | | Other Fees - KPMG Huazhen LLP | 420 | 510 | | Other Fees - Marcum Asia CPAs LLP | — | 43 | | Other Fees - Enrome LLP | — | — | | Total | 7,420 | 13,604 | - Audit fees include services for annual consolidated financial statements, interim financial information review, and SEC filings[641] - The audit committee's policy is to pre-approve all audit and non-audit services provided by the independent registered public accounting firm[643] ITEM 16D. Exemptions from the Listing Standards for Audit Committees No exemptions from listing standards for audit committees are applicable - No exemptions from the listing standards for audit committees are applicable[644] ITEM 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers Neither the company nor its affiliated purchasers bought equity securities during the reporting period, but Class A Ordinary Shares were repurchased under a publicly announced plan in January and February 2024 - Neither the company nor any affiliated purchaser bought equity securities during the period covered by this annual report[646] - Subsequent to December 31, 2023, the company purchased Class A Ordinary Shares under a repurchase plan announced on December 4, 2023, covering 500,000 shares and expiring on November 30, 2024[646][648] Issuer Purchases of Equity Securities (Post-Dec 31, 2023) | Period | Total number of shares purchased | Average price paid per share (US$) | Total number of shares purchased as part of publicly announced plans or programs | Maximum number of shares that may yet be purchased under the plans or programs | | :------------------ | :------------------------------- | :--------------------------------- | :---------------------------------------------------------------- | :-------------------------------------------------------------------- | | January 25-26, 2024 | - | 2.96 | 33,410 | 466,590 | | February 1-28, 2024 | - | 2.01 | 35,254 | 431,336 | ITEM 16F. Change in Registrant's Certifying Accountant KPMG Huazhen LLP and Marcum Asia CPAs LLP were dismissed as independent auditors in 2024, with Enrome LLP appointed, following KPMG's identified material weakness and Marcum Asia's awareness of allegations - KPMG Huazhen LLP was dismissed as the independent registered public accounting firm on August 30, 2024[649] - KPMG's audit report for 2021 and 2022 included going concern and accounting method change paragraphs, and identified a material weakness in internal control related to insufficient U.S. GAAP and SEC reporting personnel[650][651] - Marcum Asia CPAs LLP was appointed on August 30, 2024, but subsequently dismissed on September 30, 2024[653][657] - Marcum Asia became aware of allegations regarding undisclosed related party transactions and improper VAT transactions, which the company investigated and concluded were baseless[660] - Enrome LLP was appointed as the new independent registered public accounting firm for fiscal years 2021, 2022, 2023, and 2024 on September 30, 2024[662] ITEM 16G. Corporate Governance As a Cayman Islands exempted company listed on NYSE American, the company follows home country corporate governance practices, which may differ from NYSE standards and offer less shareholder protection - As a foreign private issuer incorporated in the Cayman Islands and listed on NYSE American, the company can follow home country corporate governance practices[664] - Home country practices may differ from NYSE standards, such as not requiring a majority of independent directors or shareholder approval for share issuances exceeding 20% of outstanding shares[664] - Following home country practices may afford less protection to shareholders compared to full compliance with NYSE corporate governance listing standards applicable to U.S. domestic issuers[664] ITEM 16H. Mine Safety Disclosure Information on mine safety disclosure is not applicable - Information on mine safety disclosure is not applicable[665] ITEM 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Information on disclosure regarding foreign jurisdictions that prevent inspections is not applicable - Information on disclosure regarding foreign jurisdictions that prevent inspections is not applicable[666] ITEM 16J. Insider Trading Policies Information on insider trading policies is not applicable - Information on insider trading policies is not applicable[666] ITEM 16K. Cybersecurity Information on cybersecurity is not applicable - Information on cybersecurity is not applicable[667] PART III. Financial Statements and Exhibits ITEM 17. Financial Statements The company has elected to provide financial statements pursuant to Item 18 - The company has elected to provide financial statements pursuant to Item 18[668] ITEM 18. Financial Statements Consolidated financial statements are included at the end of the annual report, providing detailed financial information - The consolidated financial statements are included at the end of the annual report[669] ITEM 19. Exhibits This section lists all exhibits filed as part of this annual report on Form 20-F, including corporate documents, agreements, certifications, and XBRL data files - The section lists various exhibits filed with the annual report, including corporate documents, agreements, and certifications[670] - Exhibits include the Tenth Amended and Restated Memorandum of Association, Specimen Ordinary Share, Underwriting Agreement, Employment Agreement forms, List of subsidiaries, 2023 Employee Share Option Plan, Code of Business Conduct and Ethics, CEO and PFO Certifications, Clawback Policy, and Inline XBRL documents[670]