TABLE OF CONTENTS
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| Material Modifications to the Rights of Security Holders and Use of Proceeds |
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| Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
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| Disclosure Regarding Foreign Jurisdictions That Prevent Inspections | 127 | |
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i
LETTER TO SHAREHOLDERS
What time?
In February, the world learned a new word, “COVID-19”, which upended our lives. As I write this, half of the world remains confined at home, waiting for the tiny virus that causes COVID-19 to leave us. During the early days of the outbreak, as we waited in solidarity, we eagerly hoped to return to normal. But as the world has been put on hold week after week, we start to forget time.
We cannot help but ask ourselves, what is the time we are in now and what is time?
We are in a time of crisis – of division, misinformation, and chaos. The virus has caused countless conflicts and contrasts as we watch the news around us and worldwide. It is an unprecedented time to most of us. Yet if we put it in the context of the human history, it might just be a normal incident, a drop in the ocean.
This virus is a messenger by Mother Nature. Out of self-protection and preservation, our bodies desperately fought it using all the strength and energy available. Soon enough, the war against this seemingly unstoppable virus extended from our own bodies to the broader organisms that make up our society (if we see every institution as a living organism made up of people and relationships with a mission and purpose). Companies, governments, countries, big and small, are all scrambling in their own ways to combat this life-threatening virus. In these attempts, we possibly have unintentionally introduced more damage to ourselves.
These all started with an almost invisible virus, a tiny messenger carrying some information (RNA) and a negligible amount of energy that, independent of a host, cannot even replicate. It is in stark contrast with nuclear threat, the power we feared for decades. Which is more capable of greater and more prolonged damage to our human society then - a mushroom cloud representing massive destructive energy, or a “messenger” with virtually no energy?
We cannot help but wonder if this is a lesson purposefully delivered, a punishment, a redemption, or simple irony? No matter what it is, it is surreal to me.
Time for new
When Einstein wrote down his famous E = MC2, he elegantly (in some sense also arrogantly) depicted a physical world in his mind. However, what he did not explain in his theory of relativity is the relationship between the human mind and the physical world, nor the relationship between energy and information.
Today, in this bizarre time, millions of people are staying at home, physically cut off from their families and friends. Yet we are connected and unified in spirit through shared sentiment, which in turn affects the physical world. The boundaries between the virtual and physical worlds are unprecedentedly blurred, and we are beginning to see (not just envision) a new world. In this new world, the phrase “virtual reality” is obsolete. Reality has become virtual and virtual has become part of reality. Similarly, the distinction between humanity’s physical needs and spiritual needs is also becoming vague.
When this tiny virus was dropped into our world, it acted just like a catalyst in a test tube, accelerating the formation of a whole new world. Inevitably, some dimensions of the previous world are being restructured, some rules are being rewritten. The impact of this sweeping force will fundamentally and permanently change the world we are in now. Just like what I explained in the previous shareholder letters about PDD’s formation, new models are bound to emerge and grow in a whole new setup. We are indeed seeing the phasing out of some as new ones emerge. It is the time of reestablishment.
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Feel the time
Human beings have long used reason to try to understand and control the world. In many cases, we succeeded, for example, science. In science, we strive to detach ourselves from the physical world we are in, to watch it as if we are a higher being “objectively” observing, understanding, and defining the world into a finite number of equations. In this framework, time is a reversible parameter in the equation -t = (-)t. It is merely a parameter in an equation to describe a predetermined trajectory of an object.
However, when an almost invisible virus awoken us to the reality that we are not above the world, but just a negligible part of the world to be observed, the only thing we can do is to sit still and let time carry its course. We then realize time is not really a parameter in an equation, but an irreversible vector. It is a silent and relentless directional force driving everything we see and feel. It effortlessly creates asymmetry, irreversibility and mortality, no matter how stubbornly and desperately we yearn for symmetry and immortality.
While the first law of thermodynamics (∆U = Q-W) gives us a sense of control and certainty, the second law (∆S ≥ 0) humbles us to acknowledge the unknown beyond just force and mass we used to define our physical world. Entropy (S) also relates to information. I am not sure if entropy relates to the spiritual world, but it does help us feel and comprehend time. Again, it is not a reversible parameter, but a silent and irreversible driving force beyond and behind both the physical and the spiritual world.
When Newton revealed F = M(dV/dT), it gave us a delusive sense of control, or at least it allowed our wishful thinking that we can finally harness force. We no longer have to worry, because every object has a calculable trajectory determined by its position, mass, velocity and force. We assume each object’s current state fully encompasses and explains its past and that each object is independent. With that, large number of interactions among large number of objects over time would increase complexity and appear chaotic and uncertain, hence probabilistic. It seems that time has created this chaos and uncertainty. And probability is just a statistical aggregation of the trajectories of a large number of objects.
However, when we are isolated at home, waiting with anxiety and unsettling emotions, we start to doubt whether the notion of each object being independent is really a valid assumption in our attempt to understand and explain the world. In our yearning for certainty, we have conveniently chosen to accept some assumptions, such as independence among each object, that can help us explain the world. Our desire for certainty is so strong that we start believing it is truth.
But what if probability is a fundamental feature of each object, rather than a result of statistical aggregation? What if the large number of objects is intrinsically intertwined and interrelated? Just like our human society, no matter how independent each individual is, we are intrinsically connected both physically and spiritually. And these connections define who we are and our existence.
Because of these connections, the divide-and-conquer approach is no longer effective to reduce uncertainty. Instead, we see the large number of interactions among individuals over time becoming a force that brings order and certainty to the society. Again, we feel the force and magic of time.
Seize the time
When COVID-19 swept the earth, every organism was confronted with the brutal reality of Mother Nature. Some of us who are relatively young cannot help but to feel grateful and lucky. This is not to say that we see an opportunity to take advantage of during the crisis. In fact, I despise the saying “don’t waste a crisis”. A crisis is a crisis. Nobody can come out as a winner in the midst of a catastrophe. Any wishful thinking to capture the “opportunities” (or exploiting loopholes) to benefit oneself seems foolish in the face of time. It is akin to a presumptuous gambler trying to outsmart time at a casino.
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Instead, we feel the urge to work even harder. Because we, more than ever, understand and appreciate how precious youth is. More than ever, we realize that we now have our duty to fulfil. We need to demonstrate that our generation is innovative and different, that in this new world, new species and new creatures are bound to emerge and grow. Mother Nature will flourish and progress, regardless of any individual’s will. Understanding these rules of nature does not make us feel superior, nor does it give us the power to rule and order. On the contrary, it humbles us to admit that we are just part of a natural evolution of the world. One poet captured it all: “As I silently look back, all the sorrows and joy, all the twists and turns, of life, vanished like sands in the desert. And now I know, all I have accomplished, is just a part of life.”
With this perspective and in this new world, we feel humble and calm. We are tremendously grateful for our precious youth, and we feel the weight of our duty. As a result, we will be more than ever committed to investing in the future, and to be part of the driving force to the new world we are seeing. The journey has only started.
This is our Carpe Diem. This is our C’est La Vie.
Colin Zheng Huang
On behalf of Pinduoduo
April 20, 2020
P.S. I attach the letter from our IPO. It is still the beginning, and our principles stay the same.
3
2018 LETTER TO SHAREHOLDERS
(Reprinted from the IPO Prospectus)
Pinduoduo is not a conventional company. We founded Pinduoduo when the China market accepted the status quo of the existing e-commerce landscape and thought its formative phase had come to an end. Within three years, Pinduoduo has attracted over 300 million active buyers and over 1 million merchants through a new shopping format and experience. This exponential growth shows unlimited potential of our platform. As our three-year-old platform is still burgeoning, we know we face many obvious challenges and uncertainties ahead. Hence, why are we bringing Pinduoduo into the ebbs and flows of the capital markets so soon? We’d appreciate you hearing our thoughts in this letter.
● We think the e-commerce business is closely tied with social impacts and responsibilities, and therefore its growth and value should be shared with the public;
● We believe in the tremendous potential of our platform; therefore, if we take a long-term view, there is no difference for our listing in three years, five years or longer. On the contrary, with public scrutiny and regulatory supervision, we may grow better and stronger; and
● We envision Pinduoduo to be an organization that reports to the public. It should create value for the public, rather than being a show-off trophy for a few or carrying too much personal color. We want it to be an independent organization that brings value to the society with its unique organizational structure and corporate culture. Most importantly, it should continue to strive to better itself.
Now as the founder, I would like to give you more color on my observation and vision for Pinduoduo so as to give you a more concrete understanding of the company you are investing into.
What does Pinduoduo do?
●Pinduoduo dedicates itself to creating a commingled “space” between cyberspace and physical space, where users can find the most value-for-money merchandise that meet their different needs and derive happiness;
●Pinduoduo leverages a platform and an ecosystem comprised of hundreds of millions of users, merchants, platform management personnel/operators and platform infrastructure/service providers; while each player is interdependent with one another, all of them evolve and improve as they constantly try to balance cost-effectiveness, efficiency, user experience and satisfaction;
●Pinduoduo’s survival depends on the value it creates for its users; I hope our team wakes up feeling anxious every day, never because of share price volatilities, but because of their constant fear of users departing if we are unable to anticipate and meet users’ changing needs; and
●Pinduoduo is dedicated to investing in the future and will always focus on the long term. It might appear too aggressive or too conservative at times. However, it always follows the basic and simple principle—growing its long term intrinsic value.
Company Value
Pinduoduo’s core value is “本分” (Ben Fen). It is difficult to express it perfectly in English, but it essentially means to adhere firmly to one’s own duties and principles. There are several layers of meaning here:
● Be honest and trustworthy;
● Discharge our own duties and responsibilities regardless of others’ conduct;
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● Insulate our minds from outside pressures so that we can focus on the very simple basics of what we should be doing;
● Never take advantage of others even when we are in a position to do so;
● Self-reflect and take responsibilities when problems arise instead of blaming others.
Specifically for Pinduoduo, the management’s 本分(Ben Fen) is to relentlessly focus on value creation for our consumers. We may not always be understood, but we always do things out of goodwill and do no evil.
Going forward
In the past three years, Pinduoduo has established and promoted a new e-commerce concept and experience of “team purchase” (or “拼”, “pin”). We can reasonably expect that it would evolve into a variety of “pin” formats. We also hope that other innovative formats for different user scenarios will be created just like how we have created “pin” today.
If you close your eyes and visualize the next stage for Pinduoduo, it would be an exemplification of a multi-dimensional space, seamlessly integrating cyberspace and the physical space. It would be a combination of “Costco” and “Disneyland” (value-for-money and entertainment combined), driven by a distributed network of intelligence agents (versus the popular super-brain-like centralized AI system). It not only matches information efficiently, but also constantly puts the social interactions of the universe into consideration to make the entire experience more enjoyable.
As part of the process to constantly meet users’ needs, we are highly aligned to be the driving force to improve the efficiency and quality of the supply chain. One good example would be the agricultural industry. China has relatively less arable land per capita given its population and landscape. This is different from countries like the United States, where large-scale farms are prevalent, and the production and transportation of agricultural products could be highly industrialized. We find “pin” an effective solution to aggregate consumer demand, match them with batches of agricultural produce, and mobilize China’s well-penetrated and affordable logistics capability to have perishable and fresh produce shipped directly from farms to users and bypass multiple layers of distribution. This not only enhances user experience, but more importantly, helps to turn small scale agriculture production of different quality, variety, and volume into a semi-customized batch processing mechanism. It lowers the unnecessary costs of agricultural consumption and potentially makes small scale customized services viable. The social impact and value to our society would far exceed our business success or the perceived valuation of the company. We are excited by the small impact we see today, and think this would be a trend even beyond agriculture.
Appreciation for our investors
We are grateful to those who are willing to invest in Pinduoduo after reading through the utopian ideas above. It is not easy to take the leap of faith believing in such an unconventional company, which strives to meet both economic and social needs of users, and to make a positive impact to the society. The pursuit and focus of our long-term vision and intrinsic value may not always translate into near-term profits. Instead, we hope to show you the true colors of our company no matter how bumpy or rough the numbers may seem to be. We ask you to ride the journey with us for the long term. We believe it will be wonderful.
So, what should you expect from Pinduoduo as an investor?
First of all, you can reasonably believe that we are far from the best we could achieve. In fact, we are probably at our most rudimentary level of services now if we look forward in 10 years’ time. Yet, many of our users have chosen to believe in us. We are encouraged and have every reason to believe that as we work hard day after day to improve our services, more and more users will stick with us, believe in us.
Secondly, you should expect a team with passion that is trustworthy and always focuses on serving users and our company’s intrinsic value. We have the courage and the ability to invest in long-term opportunities.
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Pinduoduo, as a growing organization, will always dedicate itself to do the right things, to create value for our society, and to make this world a better and happier place.
Colin Zheng Huang
On behalf of Pinduoduo
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INTRODUCTION
Unless otherwise indicated or the context otherwise requires, references in this annual report to:
| ● | “active buyers” in a given period are to user accounts that placed one or more orders (i) on our Pinduoduo mobile app or (ii) through social networks or access points in that period, regardless of whether the products and services are actually sold, delivered or returned; |
| ● | “active merchants” in a given period are to merchant accounts that had one or more orders shipped to a buyer on our Pinduoduo mobile platform in that period, regardless of whether the buyer returns the merchandise or the merchant refunds the purchase price; |
| ● | “ADRs” are to the American depositary receipts that evidence our ADSs; |
| ● | “ADSs” are to our American depositary shares, each of which represents four Class A ordinary shares, par value US$0.000005 each; |
| ● | “annual spending per active buyer” in a given year are to the quotient of total GMV in that year divided by the number of active buyers in the same year; |
| ● | “China” or the “PRC” are to the People’s Republic of China, excluding, for the purposes of this annual report only, Hong Kong, Macau and Taiwan; |
| ● | “GMV” are to the total value of all orders for products and services placed on our Pinduoduo mobile platform, regardless of whether the products and services are actually sold, delivered or returned. Buyers on our platform are not charged for shipping fees in addition to the listed price of merchandise. Hence, merchants may embed the shipping fees in the listed price. If embedded, then the shipping fees are included in our GMV. As a prudential matter aimed at eliminating any influence on our GMV of irregular transactions, we exclude from our calculation of GMV transactions in certain product categories over certain amounts and transactions by buyers in certain product categories over a certain amount per day; |
| ● | “monthly active users” are to the number of user accounts that visited our Pinduoduo mobile app during a given month, which does not include those that accessed our platform through social networks and access points; |
| ● | “our platform” or |
| ● | “Pinduoduo, |
| ● | “RMB” and “Renminbi” are to the legal currency of China; |
| ● | “shares” or “ordinary shares” refers to our Class A and Class B ordinary shares, par value US$0.000005 per share; |
| ● | “total orders” are to the total number of orders for products and services placed on our Pinduoduo mobile platform, regardless of whether the products and services are actually sold, delivered or returned; and |
| ● | “US$,” “U.S. dollars,” “$,” and “dollars” are to the legal currency of the United States. |
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Our reporting currency is the Renminbi because our business is mainly conducted in China and substantially all of our revenues are denominated in Renminbi. This annual report contains translations of Renminbi amounts into U.S. dollars at specific rates solely for the convenience of the reader.readers. Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this annual report were made at a rate of RMB6.9618RMB6.3726 to US$1.00, the exchange rate on December 31, 201930, 2021 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all.
FORWARD-LOOKING INFORMATION
This annual report contains forward-looking statements that reflect our current expectations and views of future events. The forward-looking statements are contained principally in the sections entitled “Item 3. Key Information—D. Risk Factors,” “Item 4. Information on the Company—B. Business Overview” and “Item 5. Operating and Financial Review and Prospects.” These forward-looking statements are made under the “safe-harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Known and unknown risks, uncertainties and other factors, including those listed under “Item 3. Key Information—D. Risk Factors,” may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.
You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:
| ● | our growth strategies; |
| ● | our future business development, financial conditions and results of operations; |
| ● | the trends in the e-commerce industry in China; |
| ● | our expectations regarding demand for and market acceptance of our products and services; |
| ● | our expectations regarding our relationships with buyers and merchants; |
| ● | competition in our industry; and |
| ● | relevant government policies and regulations relating to |
These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Item 3. Key Information—D. Risk Factors,” “Item 4. Information on the Company—B. Business Overview,” “Item 5. Operating and Financial Review and Prospects,” and other sections in this annual report. You should read thoroughly this annual report and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.
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This annual report contains certain data and information that we obtained from various government and private publications. We have not independently verified the accuracy or completeness of the data contained in these industry publications and reports. Statistical data in these publications also include projections based on a number of assumptions. The e-commerce industry may not grow at the rate projected by market data, or at all. Failure of this market to grow at the projected rate may have a material and adverse effect on our business and the market price of our ADSs. In addition, the rapidly evolving nature of the e-commerce industry results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our market. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.
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The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this annual report and the documents that we refer to in this annual report and exhibits to this annual report completely and with the understanding that our actual future results may be materially different from what we expect.
PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information
A. Selected Financial DataOur Company
The following table presentsOur Pinduoduo mobile platform provides buyers with a comprehensive selection of value-for-money merchandise and fun and interactive shopping experiences. We pioneered an innovative “team purchase” model on our platform. Buyers are encouraged to share product information on social networks, and invite their friends, family and social contacts to form shopping teams to enjoy the selected consolidated financial informationmore attractive prices available under the “team purchase” option. This effectively generates frequent interactions and leads to user engagement on our platform. Our active buyer base helps attract merchants to our platform, and the scale of our sales volume encourages merchants to offer even more competitive prices and customized products and services to buyers, thus forming a virtuous cycle.
We have always seen business opportunities in agriculture, and we seize these opportunities by leveraging our platform to promote digital inclusion of smallholder farmers. Our ability to aggregate demand and generate large volumes of orders helps create economies of scale for our company. The selected consolidated statementsfarmer merchants. Farmers can sell directly to consumers through our platform and become less dependent on wholesale distributors. We offer dedicated training programs to enable farmers to become better business operators. We collaborate with reputable agricultural institutions to invest in technology and fund research with the objective of comprehensive loss data for the years ended December 31, 2017, 2018improving food production, quality control, food safety and 2019, selected consolidated balance sheet data assustainability, so that a greater volume of December 31, 2018better, fresher and 2019 and selected consolidated statements of cash flow data for the years ended December 31, 2017, 2018 and 2019 have been derivedsafer agricultural products can go directly from our audited consolidated financial statements, which are included in this annual report beginning on page F-1. The selected consolidated statements of comprehensive loss data for the year ended December 31, 2016, and the selected consolidated balance sheet data as of December 31, 2016 and 2017 have been derived from our audited consolidated financial statements not included in this annual report. Our historical results are not necessarily indicative of results expected for future periods. You should read this selected financial data together with our consolidated financial statements and the related notes and information under “Item 5. Operating and Financial Review and Prospects” in this annual report. Our audited consolidated financial statements are prepared and presented in accordance with U.S. GAAP.farm to table.
The Jumpstart Our Business Startups Act (“JOBS Act”) provides that an emerging growth company (“EGC”) as defined therein can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an EGC to delay adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company as an EGC elected to take advantage of the extended transition period. However, the Company ceased to be an EGC on December 31, 2018 due to its rapid revenue growth in 2018.
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As a result, we adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from ContractsOur Holding Company Structure and Contractual Arrangements with Customers (Topic 606),Our VIE
The following diagram illustrates our corporate structure, including our principal subsidiaries and our VIE and its principal subsidiary, as amended, effective January 1, 2018 using the modified retrospective approach. There were no changes made to our revenue recognition policy as a result of the adoptiondate of Topic 606. We also changed the classification and presentation of restricted cash on the consolidated statements of cash flows for each of the three years in the period ended December 31, 2018 due to the adoption of ASU No. 2016-18, Statement of Cash Flows: Restricted Cash. For the years ended December 31, 2016 and 2017, the changes in restricted cash of nil and RMB9,370.8 million, respectively were previously reported within net cash used in operating activities in the statements of cash flows. We adopted ASU No. 2016-02: Leases on January 1, 2019 using the modified retrospective transition method. Right- of-use assets (“ROU assets”) and lease liabilities (including current and non-current) for operating leases are presented on the face of the consolidated balance sheet as of December 31, 2019, while the consolidated balance sheet data for the years ended December 31, 2016, 2017 and 2018 have been prepared in accordance with ASC Topic 840 (“ASC 840”), Accounting for Leases.this annual report:
| | | | | | | | | | |
| | For the Year Ended December 31, | ||||||||
| | 2016 | | 2017 | | 2018 | | 2019 | ||
|
| RMB |
| RMB |
| RMB | | RMB |
| US$ |
| | (in thousands, except for number of shares and per share (or ADS) data) | ||||||||
Selected Consolidated Statement of Comprehensive Loss Data: | | | | | | | | | | |
Revenues | |
|
|
|
|
| | |
|
|
Online marketplace services | | 48,276 |
| 1,740,691 |
| 13,119,990 | | 30,141,886 |
| 4,329,611 |
Merchandise sales | | 456,588 |
| 3,385 |
| — | | — |
| — |
Total revenues | | 504,864 |
| 1,744,076 |
| 13,119,990 | | 30,141,886 |
| 4,329,611 |
Costs of revenues(1) | | |
| |
| | | |
| |
Costs of online marketplace services | | (93,551) |
| (719,778) |
| (2,905,249) | | (6,338,778) |
| (910,508) |
Costs of merchandise sales | | (484,319) |
| (3,052) |
| — | | — |
| — |
Total costs of revenues | | (577,870) |
| (722,830) |
| (2,905,249) | | (6,338,778) |
| (910,508) |
Gross (loss)/profit | | (73,006) |
| 1,021,246 |
| 10,214,741 | | 23,803,108 |
| 3,419,103 |
Operating expenses | | |
| |
| | | |
| |
Sales and marketing expenses(1) | | (168,990) |
| (1,344,582) |
| (13,441,813) | | (27,174,249) |
| (3,903,337) |
General and administrative expenses(1) | | (14,793) |
| (133,207) |
| (6,456,612) | | (1,296,712) |
| (186,261) |
Research and development expenses(1) | | (29,421) |
| (129,181) |
| (1,116,057) | | (3,870,358) |
| (555,942) |
Impairment of a long-term investment | | — |
| (10,000) |
| — | | — |
| — |
Total operating expenses | | (213,204) |
| (1,616,970) |
| (21,014,482) | | (32,341,319) |
| (4,645,540) |
Operating loss | | (286,210) |
| (595,724) |
| (10,799,741) | | (8,538,211) |
| (1,226,437) |
Other income/(expenses) | | |
| |
| | | |
| |
Interest and investment gain, net | | 4,460 |
| 80,783 |
| 584,940 | | 1,541,825 |
| 221,469 |
Interest expense | | |
| — |
| — | | (145,858) |
| (20,951) |
Foreign exchange gain/(loss) | | 475 |
| (11,547) |
| 10,037 | | 63,179 |
| 9,075 |
Change in the fair value of warrant liability | | (8,668) |
| — |
| — | | — |
| — |
Other (loss)/income, net | | (2,034) |
| 1,373 |
| (12,361) | | 82,786 |
| 11,891 |
Loss before income tax and share of results of equity investees | | (291,977) |
| (525,115) |
| (10,217,125) | | (6,996,279) |
| (1,004,953) |
Share of results of equity investees | | — |
| — |
| — | | 28,676 |
| 4,119 |
Income tax expenses | | — |
| — |
| — | | — |
| — |
Net loss | | (291,977) |
| (525,115) |
| (10,217,125) | | (6,967,603) |
| (1,000,834) |
Net loss attributable to ordinary shareholders | | (322,407) |
| (498,702) |
| (10,297,621) | | (6,967,603) |
| (1,000,834) |
Loss per share | | |
| |
| | | |
| |
Basic | | (0.18) |
| (0.28) |
| (3.47) | | (1.51) |
| (0.22) |
Diluted | | (0.18) |
| (0.28) |
| (3.47) | | (1.51) |
| (0.22) |
Shares used in loss per share computation | | |
| |
| | | |
| |
Basic | | 1,815,200 |
| 1,764,799 |
| 2,968,320 | | 4,627,278 |
| 4,627,278 |
Diluted | | 1,815,200 |
| 1,764,799 |
| 2,968,320 | | 4,627,278 |
| 4,627,278 |
Loss per ADS (each ADS representing four Class A ordinary shares) | | |
| |
| | | |
| |
Basic | | (0.72) |
| (1.12) |
| (13.88) | | (6.04) |
| (0.88) |
Diluted | | (0.72) |
| (1.12) |
| (13.88) | | (6.04) |
| (0.88) |
Weighted average number of shares | | |
| |
| | | |
| |
Basic | | 1,815,200 | | 1,764,799 | | 2,968,320 | | 4,627,278 | | 4,627,278 |
Diluted | | 1,815,200 | | 1,764,799 | | 2,968,320 | | 4,627,278 | | 4,627,278 |
Note:
(1) |
|
Pinduoduo Inc. is a Cayman Islands holding company. It does not operate directly in China, nor does it have any equity ownership in our VIE or our VIE’s subsidiaries. We conduct our operations in China through (i) our PRC subsidiaries, (ii) our VIE with which we have maintained contractual arrangements, and (iii) the subsidiaries of our VIE. PRC laws and regulations restrict and impose conditions on foreign investment in value-added telecommunications services business, such as internet content-related services and online data processing and transaction processing services. Accordingly, we operate these businesses in China through our VIE and its subsidiaries, and rely on contractual arrangements among Hangzhou Weimi (one of our PRC subsidiaries), our VIE and its shareholders to control the business operations of our VIE and its subsidiaries. Revenues contributed by our VIE and its subsidiaries accounted for 58.5%, 65.1% and 59.3% of our total revenues for 2019, 2020 and 2021, respectively. Our VIE was established in April 2015 and holds the value-added telecommunication business operation license, or the VATS License, covering online data processing and transaction processing business (operating e-commerce) and internet content-related services. Shanghai Xunmeng was established in January 2014 and holds the VATS License covering (i) online data processing and transaction processing business (operating e-commerce), (ii) internet content-related services, (iii) domestic call center business, and (iv) information services.
104
| | | | | | | | | | |
| | For the Year Ended December 31, | ||||||||
| | 2016 | | 2017 | | 2018 | | 2019 | | |
|
| RMB |
| RMB |
| RMB | | RMB |
| US$ |
| | (in thousands) | ||||||||
Costs of revenues | | 276 |
| 796 |
| 3,488 | | 23,835 |
| 3,424 |
Sales and marketing expenses | | 563 |
| 1,675 |
| 405,805 | | 860,862 |
| 123,655 |
General and administrative expenses | | 1,477 |
| 108,141 |
| 6,296,186 | | 786,641 |
| 112,994 |
Research and development expenses | | 1,748 |
| 5,893 |
| 136,094 | | 886,368 |
| 127,319 |
Total | | 4,064 |
| 116,505 |
| 6,841,573 | | 2,557,706 |
| 367,392 |
The following table presentsHolders of our selected consolidated balance sheet dataADSs hold equity interest in Pinduoduo Inc., our Cayman Islands holding company, and do not have direct or indirect equity interest in our VIE and its subsidiaries. A series of contractual arrangements, including a shareholders’ voting rights proxy agreement, equity pledge agreement, spousal consent letter, exclusive consulting and services agreement and exclusive option agreement, have been entered into by and among Hangzhou Weimi, our VIE, our VIE’s shareholders and, as applicable, their spouses. As a result of the dates indicated:contractual arrangements, we have effective control over and are considered the primary beneficiary of our VIE and its subsidiaries, and we have consolidated their financial results in our consolidated financial statements. For more details of these contractual arrangements, see “Item 4. Information on the Company—C. Organizational Structure—Contractual Arrangements with Our VIE and Its Shareholders.”
However, the contractual arrangements may not be as effective as direct ownership in providing us with control over our VIE and its subsidiaries, and we may incur substantial costs to enforce the terms of the arrangements. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—We rely on contractual arrangements with our VIE and its shareholders for a large portion of our business operations, which may not be as effective as direct ownership in providing operational control” and “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—The shareholders of our VIE may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.”
| | | | | | | | | | |
| | As of December 31, | ||||||||
| | 2016 | | 2017 | | 2018 | | 2019 | ||
|
| RMB |
| RMB |
| RMB | | RMB |
| US$ |
| | (in thousands) | ||||||||
Selected Consolidated Balance Sheet Data: | | | | | | | | | | |
Current assets: | |
|
|
|
|
| | |
|
|
Cash and cash equivalents | | 1,319,843 |
| 3,058,152 |
| 14,160,322 | | 5,768,186 |
| 828,548 |
Restricted cash(1) | | — |
| 9,370,849 |
| 16,379,364 | | 27,577,671 |
| 3,961,285 |
Receivables from online payment platforms | | 10,282 |
| 88,173 |
| 247,586 | | 1,050,974 |
| 150,963 |
Short-term investments | | 290,000 |
| 50,000 |
| 7,630,689 | | 35,288,827 |
| 5,068,923 |
Prepayments and other current assets | | 40,731 |
| 127,742 |
| 953,989 | | 950,277 |
| 136,499 |
Non-current assets: | |
|
|
|
|
| | |
| |
Other non-current assets | | 15,000 |
| 5,000 |
| 182,667 | | 503,120 |
| 72,269 |
Property and equipment, net | | 2,248 |
| 9,279 |
| 29,075 | | 41,273 |
| 5,928 |
Total assets | | 1,770,751 |
| 13,314,470 |
| 43,182,063 | | 76,057,336 |
| 10,924,953 |
Current liabilities: | |
|
|
|
|
| | |
| |
Payable to merchants | | 1,116,798 |
| 9,838,519 |
| 17,275,934 | | 29,926,488 |
| 4,298,671 |
Merchant deposits | | 219,472 |
| 1,778,085 |
| 4,188,273 | | 7,840,912 |
| 1,126,277 |
Total current liabilities | | 1,414,296 |
| 12,109,507 |
| 24,359,469 | | 45,767,806 |
| 6,574,135 |
Total mezzanine equity | | 782,733 |
| 2,196,921 |
| — | | — |
| — |
Total shareholders’ (deficits)/equity | | (426,278) |
| (991,958) |
| 18,822,594 | | 24,646,866 |
| 3,540,300 |
There are also uncertainties under PRC laws and regulations regarding the enforceability of the whole or any part of our contractual arrangements with our VIE. If the whole or any part of our contractual arrangements with our VIE is found to be unenforceable, we may not be able to consolidate, derive economic interests from, or exert effective control over our VIE and its subsidiaries, which could result in a material adverse change in the financial performance of our company and the value of our ADSs. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—If the PRC government finds that the arrangements that establish the structure for operating some of our operations in China do not comply with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.”
Our Operations are subject to PRC Laws and Regulations
Our business operations are primarily conducted in China, and our operations are subject to PRC laws and regulations. The laws and regulations governing the internet industry in China are relatively new and quickly evolving, hence bringing uncertainties to their interpretation and enforcement. For example, we are subject to regulatory approvals and permit requirements, oversight on cybersecurity and data privacy, and anti-monopoly and anti-unfair competition laws, with respect to which the applicable laws and regulations have evolved substantially in recent years. For more information see “Item 4. Information on the Company—B. Business Overview—Regulation” in this annual report.
As of the date of this annual report, our PRC subsidiaries, our VIE and its subsidiaries have obtained the requisite licenses and permits from the PRC government authorities that are material for our business operations in China, including, among others, VATS Licenses. New laws and regulations may be adopted from time to time, which may require us to obtain additional licenses and permits for our operations and services. If we offer new functions and services on our platform in the future, we may be required to obtain additional licenses, permits, filings or approvals for such functions or services. For more detailed information, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Any lack of additional requisite approvals, licenses or permits or failure to comply with any requirements of PRC laws, regulations and policies may materially and adversely affect our daily operations and hinder our growth.”
115
The PRC governmental authorities have recently promulgated PRC laws and regulations relating to cybersecurity review and overseas listings. Under PRC laws and regulations effective as of the date of this annual report, none of us, our PRC subsidiaries, our VIE or its subsidiaries (i) is required to obtain any permission from the China Securities Regulatory Commission, or the CSRC, (ii) is required to go through a cybersecurity review conducted by the Cyberspace Administration of China, or the CAC, or (iii) has received any notice from any PRC authority requiring us to obtain any permissions, in each case in connection with our previous issuance of securities to foreign investors. However, in connection with any future overseas capital markets activities, we may need to obtain permission from the CSRC, undergo a cybersecurity review conducted by the CAC, or meet other regulatory requirements that may be adopted in the future by PRC authorities. To the extent such requirements are or become applicable, we cannot assure you that we would be able to comply with them. Any failure to obtain or delay in obtaining such permission, clearing such review process or meeting such requirements would subject us to restrictions and penalties imposed by the CSRC, the CAC or other PRC regulatory authorities, which could include fines and penalties on our operations in China, delays of or restrictions on the repatriation of the proceeds from our offshore offerings into China, or other actions that could materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the trading price of our ADSs. For more detailed information, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Our business generates and processes a large amount of data, and we are required to comply with PRC and other applicable laws relating to privacy and cybersecurity. The improper use or disclosure of data could have a material and adverse effect on our business and prospects” and “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—The approval of or filing with the CSRC or other PRC government authorities may be required in connection with our future offshore offerings under PRC laws, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.
In February 2021, the Anti-monopoly Committee of the State Council published the Anti-monopoly Guidelines for the Platform Economy Sector, aiming at enhancing anti-monopoly administration of businesses that operate under the platform model and the overall platform economy. According to these guidelines, business practices such as deploying big data analytics to set discriminatory terms for merchandise price or other transaction terms, coercive exclusivity arrangements with transaction counterparties, blocking of competitor interface through technological means and unlawful collection of user data without consent, are prohibited. The heightened regulatory scrutiny of business operators under the Anti-monopoly Law may increase our compliance costs and subject us to heightened risks and challenges. For more detailed information, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry— We may be subject to claims under consumer protection laws, including health and safety claims and product liability claims, if property or people are harmed by the products and services sold on our platform. Meanwhile, we are subject to existing and new laws and regulations imposing various requirements on our business operations.”
The Holding Foreign Companies Accountable Act
The Holding Foreign Companies Accountable Act, or the HFCA Act, was enacted on December 18, 2020. The HFCA Act states if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the Public Company Accounting Oversight Board (United States), or the PCAOB, for three consecutive years beginning in 2021, the SEC shall prohibit our shares or ADSs from being traded on a national securities exchange. Since our auditor is located in China, a jurisdiction where the PCAOB has been unable to conduct inspections without the approval of the Chinese authorities, our auditor is not currently inspected by the PCAOB, which may impact our ability to remain listed on a United States or other foreign exchange. The related risks and uncertainties could cause the value of our ADSs to significantly decline. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The PCAOB is currently unable to inspect our auditor in relation to their audit work performed for our financial statements” and “—Our ADSs will be prohibited from trading in the United States under the HFCA Act in 2024 if the PCAOB is unable to inspect or fully investigate auditors located in China, or in 2023 if proposed changes to the law are enacted. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.”
Summary of Risk Factors
Investing in our ADSs involves significant risks. You should carefully consider all of the information in this annual report before making an investment in our ADSs. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more fully in the section titled “Item 3. Key Information—D. Risk Factors.”
Risks Related to Our Business and Industry
Risks and uncertainties related to our business and industry include, but are not limited to, the following:
6
| ● | Our limited operating history makes it difficult to evaluate our business and prospects. We cannot guarantee that we will be able to maintain the growth rate that we have experienced to date. |
| ● | If we fail to anticipate buyer needs and provide products and services to attract and retain buyers, or fail to adapt our services or business model to changing buyer needs or emerging industry standards, our business may be materially and adversely affected. |
| ● | Any harm to our brand or reputation may materially and adversely affect our business and results of operations. |
| ● | Our merchants deliver their products to buyers through a variety of third-party logistics service providers, third-party warehouse operators, third-party pick-up point operators and/or e-waybill systems. Service interruptions, failures, or constraints of these third parties or any disruptions or malfunctions of the e-waybill systems could severely harm our business and prospects. |
| ● | We face intense competition, and if we fail to compete effectively, we may lose market share, buyers and merchants. |
| ● | If we fail to maintain and expand our relationships with merchants, our revenues and results of operations will be harmed. |
| ● | We incurred net losses in the past, and we may not be able to maintain profitability in the future. |
| ● | We may incur liability for counterfeit, unauthorized, illegal, or infringing products sold or misleading information available on our platforms. |
| ● | We may be subject to claims under consumer protection laws, including health and safety claims and product liability claims, if property or people are harmed by the products and services sold on our platform. Meanwhile, we are subject to existing and new laws and regulations imposing various requirements on our business operations. |
Risks Related to Our Corporate Structure
Risks and uncertainties related to our corporate structure include, but are not limited to, the following:
| ● | Pinduoduo Inc. is a Cayman Islands holding company with no equity ownership in our VIE and its subsidiaries. We conduct our operations in China primarily through (i) our subsidiaries in China, (ii) our VIE with which we have maintained contractual arrangements, and (iii) the subsidiaries of our VIE. Holders of our ADSs hold equity interest in Pinduoduo Inc. and do not have direct or indirect equity interest in our VIE and its subsidiaries. There are uncertainties under PRC laws and regulations regarding the enforceability of the whole or any part of these contractual arrangements. If the whole or any part of our contractual arrangements with our VIE and its shareholders is found to be unenforceable, we may not be able to consolidate, derive economic interests from, or exert effective control over our VIE and its subsidiaries, which could result in a material adverse change in the financial performance of our company and the value of our ADSs. |
| ● | The rights and functions of the Pinduoduo Partnership, once effective, may impact your ability to appoint executive directors and nominate the chief executive officer of our company, and the interests of the Pinduoduo Partnership may conflict with your interests. |
| ● | Any failure by our VIE or its shareholders to perform their obligations under our contractual arrangements with them would have a material and adverse effect on our business. |
| ● | The shareholders of our VIE may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition. |
7
Risks Related to Doing Business in China
We are also subject to risks and uncertainties relating to doing business in China in general, including, but not limited to, the following:
| ● | Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations. |
| ● | The laws and regulations governing the internet industry in China are relatively new and quickly evolving, hence bringing risks and uncertainties to their interpretation and enforcement. If we fail to meet or comply with requirements under the applicable laws and regulations, it could result in a material change in our operations and the value of our ADSs. |
| ● | The PRC government’s authority in regulating our operations, our overseas offerings of securities and foreign investment in us could limit our ability or prevent us from conducting future offerings of securities to investors, which may cause the value of our ADSs to significantly decline. |
| ● | Our ADSs will be prohibited from trading in the United States under the HFCA Act in 2024 if the PCAOB is unable to inspect or fully investigate auditors located in China, or in 2023 if proposed changes to the law are enacted. The PCAOB is currently unable to inspect our auditor in relation to their audit work performed for our financial statements. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment. |
Risks Related to Our ADSs
In addition to the risks described above, we are subject to general risks relating to our ADSs, including, but not limited to, the following:
| ● | The trading price of our ADSs may be volatile, which could result in substantial losses to investors. |
| ● | The sale or availability for sale of substantial amounts of our ADSs could adversely affect their market price. |
Cash and Asset Flows through Our Organization
Pinduoduo Inc. is a holding company with no operations of its own. We conduct our operations in China primarily through our subsidiaries, our VIE and its subsidiaries. As a result, although other means are available for us to obtain financing at the holding company level, Pinduoduo Inc.’s ability to pay dividends to the shareholders and to service any debt it may incur may depend upon dividends paid by our PRC subsidiaries and license and service fees paid by our VIE. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to Pinduoduo Inc. In addition, our PRC subsidiaries are permitted to pay dividends to Pinduoduo Inc. only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Further, our PRC subsidiaries, our VIE and its subsidiaries are required to make appropriations to certain statutory reserve funds or may make appropriations to certain discretionary funds, which are not distributable as cash dividends except in the event of a solvent liquidation of the companies. For more details, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Holding Company Structure.”
Under PRC laws and regulations, our PRC subsidiaries, our VIE and its subsidiaries are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets to us. Remittance of dividends by a wholly foreign-owned enterprise out of China is also subject to examination by the banks designated by the State Administration of Foreign Exchange, or SAFE. The amounts restricted include the paid-up capital and the statutory reserve funds of our PRC subsidiaries and the net assets of our VIE in which we have no legal ownership, totaling RMB8,344.8 million, RMB10,789.1 million and RMB23,306.4 million (US$3,657.3 million) as of December 31, 2019, 2020 and 2021, respectively. For risks relating to the fund flows of our operations in China, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.”
8
Under PRC law, Pinduoduo Inc. may provide funding to our PRC subsidiaries only through capital contributions or loans, and to our VIE only through loans, subject to satisfaction of applicable government registration and approval requirements. For the years ended December 31, 2019, 2020 and 2021, (i) Pinduoduo Inc. provided loans to our subsidiaries in an aggregate principal amount of RMB20,527.4 million, RMB54,469.7 million and RMB15,520.1 million (US$2,435.4 million), respectively, (ii) our subsidiaries repaid loans to Pinduoduo Inc. in an aggregate principal amount of RMB234.3 million, RMB2,418.2 million, and RMB9,664.8 million (US$1,516.6 million), respectively, (iii) our VIE and its subsidiaries provided loans to our subsidiaries in an aggregate principal amount of RMB30.0 million, RMB21,545.3 million and RMB47,711.8 million (US$7,487.0 million), respectively, (iv) our subsidiaries repaid loans to our VIE and its subsidiaries in an aggregate principal amount of nil, RMB14,760.6 million and RMB29,999.3 (US$ 4,707.5 million), respectively, (v) our subsidiaries provided loans to our VIE and its subsidiaries in an aggregate principal amount of RMB6,248.7 million, RMB12,204.2 million and RMB7,729.5 million (US$1,212.9 million), respectively, and (vi) our VIE and its subsidiaries repaid loans to our subsidiaries in an aggregate principal amount of RMB2,599.2 million, RMB5,291.6 million, and RMB7,300.0 million (US$1,145.5 million), respectively.
Pinduoduo Inc. has not declared or paid any cash dividends, nor does it have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Dividend Policy.” For PRC and United States federal income tax considerations of an investment in our ADSs, see “Item 10. Additional Information—E. Taxation.”
Financial Information Related to Our VIE
The following table presents the condensed consolidating schedule of financial position for our selected consolidated cash flow data forVIE and other entities as of the periods indicated:dates presented.
Selected Condensed Consolidated Statements of Income Information
| | | | | | | | | | |
| | For the Year Ended December 31, | ||||||||
| | 2016 | | 2017 | | 2018 | | 2019 | ||
|
| RMB |
| RMB |
| RMB |
| RMB |
| US$ |
| | (in thousands) | ||||||||
Selected Consolidated Cash Flow Data: | | | | | | | | | | |
Net cash generated from operating activities | | 879,777 |
| 9,686,328 |
| 7,767,927 | | 14,820,976 |
| 2,128,900 |
Net cash (used in)/generated from investing activities | | (307,301) |
| 71,651 |
| (7,548,509) | | (28,319,678) |
| (4,067,867) |
Net cash generated from financing activities | | 486,538 |
| 1,398,860 |
| 17,344,357 | | 15,854,731 |
| 2,277,390 |
Exchange rate effect on cash, cash equivalents and restricted cash | | 20,397 |
| (47,681) |
| 546,910 | | 450,142 |
| 64,659 |
Net increase in cash, cash equivalents and restricted cash | | 1,079,411 |
| 11,109,158 |
| 18,110,685 | | 2,806,171 |
| 403,082 |
Cash, cash equivalents at and restricted cash at beginning of the year | | 240,432 |
| 1,319,843 |
| 12,429,001 | | 30,539,686 |
| 4,386,751 |
Cash, cash equivalents and restricted cash at end of the year | | 1,319,843 |
| 12,429,001 |
| 30,539,686 | | 33,345,857 |
| 4,789,833 |
| | | | | | | | | | |
|
| For the Year Ended December 31, 2021 | ||||||||
|
| Pinduoduo |
| |
| VIE and Its |
| |
| Consolidated |
| | Inc. |
| Subsidiaries |
| Subsidiaries |
| Eliminations |
| Total |
|
| (RMB in thousands) | ||||||||
Revenues |
| — |
| 52,756,114 |
| 77,877,339 |
| (36,683,514) |
| 93,949,939 |
Net income/ (loss) |
| 7,768,670 |
| (5,589,442) |
| 15,169,180 |
| (9,579,738) |
| 7,768,670 |
| | | | | | | | | | |
|
| For the Year Ended December 31, 2020 | ||||||||
|
| Pinduoduo |
| |
| VIE and Its |
| |
| Consolidated |
|
| Inc. |
| Subsidiaries |
| Subsidiaries |
| Eliminations |
| Total |
|
| (RMB in thousands) | ||||||||
Revenues |
| — |
| 22,716,003 |
| 51,351,861 |
| (14,575,999) |
| 59,491,865 |
Net (loss)/ income |
| (7,179,742) |
| (8,549,149) |
| 2,552,665 |
| 5,996,484 |
| (7,179,742) |
| | | | | | | | | | |
|
| For the Year Ended December 31, 2019 | ||||||||
|
| Pinduoduo |
| |
| VIE and Its |
| |
| Consolidated |
| | Inc. | | Subsidiaries | | Subsidiaries | | Eliminations | | Total |
|
| (RMB in thousands) | ||||||||
Revenues |
| — |
| 13,785,660 |
| 19,875,332 |
| (3,519,106) |
| 30,141,886 |
Net loss |
| (6,967,603) |
| (2,852,852) |
| (3,611,656) |
| 6,464,508 |
| (6,967,603) |
9
Selected Condensed Consolidated Balance Sheets Information
| | | | | | | | | | | |
| | As of December 31, 2021 | |||||||||
| | | | | | VIE and Its | | | | Consolidated | |
|
| Pinduoduo Inc. |
| Subsidiaries |
| Subsidiaries |
| Eliminations |
| Total | |
| | | | (RMB in thousands) | |||||||
Current assets: | |
|
|
|
|
|
|
| | |
|
Cash and cash equivalents | | 2,269 |
| 3,994,006 |
| 2,430,440 | | — | | 6,426,715 |
|
Restricted cash | | — |
| 215,177 |
| 59,402,079 | | — | | 59,617,256 |
|
Short-term investments | | — |
| 74,210,278 |
| 12,306,340 | | — | | 86,516,618 |
|
Amounts due from Group companies(1) | | — | | 28,831,878 | | 40,425,872 | | (69,257,750) | | — | |
Others | | 390 | | 2,150,073 | | 6,198,116 | | — | | 8,348,579 | |
Total current assets | | 2,659 | | 109,401,412 | | 120,762,847 | | (69,257,750) | | 160,909,168 | |
Non-current assets: | | |
|
|
|
| | | | |
|
Other non-current assets | | — |
| 11,125,028 |
| 5,300,938 | | — | | 16,425,966 |
|
Investments in subsidiaries, our VIE and its subsidiaries(2) | | 86,252,341 | | — | | — | | (86,252,341) | | — | |
Others | | 674,057 | | 619,435 | | 2,581,092 | | — | | 3,874,584 | |
Total non-current assets | | 86,926,398 | | 11,744,463 | | 7,882,030 | | (86,252,341) | | 20,300,550 | |
Total assets | | 86,929,057 |
| 121,145,875 |
| 128,644,877 | | (155,510,091) | | 181,209,718 |
|
Current liabilities: | | |
|
|
|
| | | | |
|
Payable to merchants | | — |
| 562,197 |
| 61,947,517 | | — | | 62,509,714 |
|
Merchant deposits | | — |
| 217,143 |
| 13,360,409 | | — | | 13,577,552 |
|
Amounts due to Group companies(1) | | — | | 122,579,954 | | 27,978,153 | | (150,558,107) | | — | |
Others | | 24,607 | | 4,998,241 | | 12,619,600 | | — | | 17,642,448 | |
Total current liabilities | | 24,607 |
| 128,357,535 |
| 115,905,679 | | (150,558,107) | | 93,729,714 |
|
Non-current liabilities | | | | | | | | | | | |
Convertible bonds | | 11,788,907 | | — | | — | | — | | 11,788,907 | |
Others | | 996 | | 251,269 | | 324,285 | | — | | 576,550 | |
Total non-current liabilities | | 11,789,903 | | 251,269 | | 324,285 | | — | | 12,365,457 | |
Total liabilities | | 11,814,510 | | 128,608,804 | | 116,229,964 | | (150,558,107) | | 106,095,171 | |
10
| | | | | | | | | | |
|
| As of December 31, 2020 | ||||||||
|
| |
| |
| VIE and Its |
| |
| Consolidated |
|
| Pinduoduo Inc. |
| Subsidiaries |
| Subsidiaries |
| Eliminations |
| Total |
|
| (RMB in thousands) | ||||||||
Current assets: | | | | | | | | | | |
Cash and cash equivalents |
| 6,566 |
| 18,821,431 |
| 3,593,192 |
| — |
| 22,421,189 |
Restricted cash |
| — |
| 273,595 |
| 52,148,852 |
| — |
| 52,422,447 |
Short-term investments |
| 5,840,247 |
| 51,684,405 |
| 7,026,442 |
| — |
| 64,551,094 |
Amounts due from Group companies(1) |
| — |
| 14,181,040 |
| 9,932,418 |
| (24,113,458) |
| — |
Others |
| 359 |
| 1,340,265 |
| 8,788,524 |
| — |
| 10,129,148 |
Total current assets |
| 5,847,172 |
| 86,300,736 |
| 81,489,428 |
| (24,113,458) |
| 149,523,878 |
Non-current assets: | | | | | | | | | | |
Other non-current assets |
| — |
| 2,894,829 |
| 4,380,476 |
| — |
| 7,275,305 |
Investments in subsidiaries, our VIE and its subsidiaries(2) |
| 67,814,679 |
| — |
| — |
| (67,814,679) |
| — |
Others |
| 1,276,751 |
| 177,890 |
| 654,790 |
| — |
| 2,109,431 |
Total non-current assets |
| 69,091,430 |
| 3,072,719 |
| 5,035,266 |
| (67,814,679) |
| 9,384,736 |
Total assets |
| 74,938,602 |
| 89,373,455 |
| 86,524,694 |
| (91,928,137) |
| 158,908,614 |
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
Payable to merchants |
| — |
| 416,722 |
| 53,417,259 |
| — |
| 53,833,981 |
Merchant deposits |
| — |
| — |
| 10,926,319 |
| — |
| 10,926,319 |
Amounts due to Group companies(1) |
| — |
| 91,774,456 |
| 9,759,506 |
| (101,533,962) |
| — |
Others |
| 327,004 |
| 3,985,729 |
| 14,809,044 |
| — |
| 19,121,777 |
Total current liabilities |
| 327,004 |
| 96,176,907 |
| 88,912,128 |
| (101,533,962) |
| 83,882,077 |
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
Convertible bonds |
| 14,432,792 |
| — |
| — |
| — |
| 14,432,792 |
Others |
| 2,918 |
| 48,105 |
| 366,834 |
| — |
| 417,857 |
Total non-current liabilities |
| 14,435,710 |
| 48,105 |
| 366,834 |
| — |
| 14,850,649 |
Total liabilities |
| 14,762,714 |
| 96,225,012 |
| 89,278,962 |
| (101,533,962) |
| 98,732,726 |
| | | | | | | | | | |
| | As of December 31, 2019 | ||||||||
| | | | |
| VIE and Its | | |
| Consolidated |
|
| Pinduoduo Inc. |
| Subsidiaries |
| Subsidiaries |
| Eliminations |
| Total |
|
| (RMB in thousands) | ||||||||
Current assets: | | | | | | | | | | |
Cash and cash equivalents |
| 661,714 |
| 2,289,578 |
| 2,816,894 |
| — |
| 5,768,186 |
Restricted cash |
| — |
| 48,878 |
| 27,528,793 |
| — |
| 27,577,671 |
Short-term investments |
| 6,157,221 |
| 22,570,941 |
| 6,560,665 |
| — |
| 35,288,827 |
Amounts due from Group companies(1) |
| — |
| 5,350,359 |
| 3,337,273 |
| (8,687,632) |
| — |
Others |
| 17,906 |
| 642,255 |
| 3,706,618 |
| — |
| 4,366,779 |
Total current assets |
| 6,836,841 |
| 30,902,011 |
| 43,950,243 |
| (8,687,632) |
| 73,001,463 |
Non-current assets: |
|
|
|
|
|
|
|
|
|
|
Other non-current assets |
| — |
| 442,814 |
| 60,306 |
| — |
| 503,120 |
Investments in subsidiaries, our VIE and its subsidiaries(2) |
| 21,053,370 |
| — |
| — |
| (21,053,370) |
| — |
Others |
| 1,994,292 |
| 77,859 |
| 480,602 |
| — |
| 2,552,753 |
Total non-current assets |
| 23,047,662 |
| 520,673 |
| 540,908 |
| (21,053,370) |
| 3,055,873 |
Total assets |
| 29,884,503 |
| 31,422,684 |
| 44,491,151 |
| (29,741,002) |
| 76,057,336 |
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
Payable to merchants |
| — |
| 269,261 |
| 29,657,227 |
| — |
| 29,926,488 |
Merchant deposits |
| — |
| — |
| 7,840,912 |
| — |
| 7,840,912 |
Amounts due to Group companies(1) |
| — |
| 32,098,776 |
| 5,393,858 |
| (37,492,634) |
| — |
Others |
| 23,566 |
| 1,457,980 |
| 6,518,860 |
| — |
| 8,000,406 |
Total current liabilities |
| 23,566 |
| 33,826,017 |
| 49,410,857 |
| (37,492,634) |
| 45,767,806 |
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
Convertible bonds |
| 5,206,682 |
| — |
| — |
| — |
| 5,206,682 |
Others |
| 7,389 |
| 45,920 |
| 382,673 |
| — |
| 435,982 |
Total non-current liabilities |
| 5,214,071 |
| 45,920 |
| 382,673 |
| — |
| 5,642,664 |
Total liabilities |
| 5,237,637 |
| 33,871,937 |
| 49,793,530 |
| (37,492,634) |
| 51,410,470 |
11
Selected Condensed Consolidated Cash Flows Information
| | | | | | | | | | | |
| | For the Year Ended December 31, 2021 | |||||||||
| | ( RMB in thousands) | |||||||||
| | | | | | VIE and Its | | | | Consolidated | |
|
| Pinduoduo Inc. |
| Subsidiaries |
| Subsidiaries |
| Eliminations |
| Total | |
Net cash generated from/(used in) operating activities(3) | | 82,074 |
| (5,664,088) |
| 34,365,025 | | — | | 28,783,011 |
|
Net cash used in investing activities | | (91,170) | | (32,639,884) | | (26,828,581) | | 23,997,270 | | (35,562,365) | |
Net cash generated from/(used in) financing activities | | 318 |
| 23,567,767 |
| (1,445,969) | | (23,997,270) | | (1,875,154) |
|
| | | | | | | | | | |
|
| For the Year Ended December 31, 2020 | ||||||||
|
| |
| |
| VIE and Its |
| |
| Consolidated |
|
| Pinduoduo Inc. |
| Subsidiaries |
| Subsidiaries |
| Eliminations |
| Total |
|
| (RMB in thousands) | ||||||||
Net cash generated from/(used in) operating activities(3) |
| 735,231 |
| (1,918,403) |
| 29,379,799 |
| — |
| 28,196,627 |
Net cash used in investing activities |
| (52,266,859) |
| (40,037,787) |
| (11,802,074) |
| 65,748,819 |
| (38,357,901) |
Net cash generated from financing activities |
| 50,892,970 |
| 58,836,213 |
| 7,818,632 |
| (65,748,819) |
| 51,798,996 |
| | | | | | | | | | |
|
| For the Year Ended December 31, 2019 | ||||||||
|
| |
| |
| VIE and Its |
| |
| Consolidated |
|
| Pinduoduo Inc. |
| Subsidiaries |
| Subsidiaries |
| Eliminations |
| Total |
|
| (RMB in thousands) | ||||||||
Net cash generated from operating activities(3) |
| 259,409 |
| 3,421,995 |
| 11,139,572 |
| — |
| 14,820,976 |
Net cash used in investing activities |
| (20,241,566) |
| (26,801,658) |
| (5,249,046) |
| 23,972,592 |
| (28,319,678) |
Net cash generated from financing activities |
| 14,960,585 |
| 20,320,257 |
| 4,546,481 |
| (23,972,592) |
| 15,854,731 |
Notes:
| (1) | Represents the elimination of the intercompany balances among Pinduoduo Inc., our subsidiaries, our VIE and its subsidiaries. |
| (2) | Represents the elimination of the investments in our subsidiaries, our VIE and its subsidiaries. |
| (3) | For the years ended December 31 2019, 2020 and 2021, cash paid by our VIE and its subsidiaries to our subsidiaries, primarily for service fees, was RMB759.1 million, RMB1,717.5 million and RMB5,016.5 million (US$787.2 million), respectively, and cash paid by our subsidiaries to our VIE and its subsidiaries, primarily for service fees, was RMB294.8 million, RMB10,268.9 million, and RMB18,160.4 million (US$2,849.8 million), respectively. |
A.[Reserved]
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
12
D. Risk Factors
Risks Related to Our Business and Industry
Our limited operating history makes it difficult to evaluate our business and prospects. We cannot guarantee that we will be able to maintain the growth rate that we have experienced to date.
We commenced our commercial operations in 2015, and have a limited operating history. The number of our active buyers have grown exponentially to reachwas approximately 585.2868.7 million in the twelve-month period ended December 31, 2019.2021. Our revenues grew from RMB13,120.0RMB59,491.9 million in the twelve months ended December 31, 20182020 to RMB30,141.9RMB93,949.9 million (US$4,329.614,742.8 million) in the same period in 2019.2021. However, our historical performance may not be indicative of our future growth or financial results. We cannot assure you that we will be able to grow at the same rate as we did in the past, or avoid any decline in the future. Our growth may slow down or become negative, and revenues may decline for a number of possible reasons, some of which are beyond our control, including decreasing consumer spending, increasing competition, declining growth of our overall market or industry, the emergence of alternative business models, changes in rules, regulations, government policies or general economic conditions. In addition, our online marketing services, from which we have generated almost all of our revenues since 2017, are a relatively new initiative and may not grow as quickly as we have anticipated. It is difficult to evaluate our prospects, as we may not have sufficient experience in addressing the risks to which companies operating in rapidly evolving markets may be exposed. If our growth rate declines, investors’ perceptions of our business, operating results and prospects may be materially and adversely affected and the market price of our ADSs could decline. You should consider our prospects in light of the risks and uncertainties that companies with a limited operating history may encounter.
12
If we fail to anticipate buyer needs and provide products and services to attract and retain buyers, or fail to adapt our services or business model to changing buyer needs or emerging industry standards, our business may be materially and adversely affected.
The e-commerce market in which we operate as well as buyer needs and preferences are constantly evolving. As a result, we must continuously respond to changes in the market and buyer demand and preferences to remain competitive, grow our business and maintain our market position. We intend to further diversify our product and service offerings to add to our revenue sources in the future. New products and services, new types of buyers or new business models may involve risks and challenges we do not currently face. Any new initiatives may require us to devote significant financial and management resources and may not perform as well as expected. For example, the e-waybill system we launched in the first quarter of 2019, the livestreaming initiative we launched in November 2019 and Duo Duo Grocery we started in August 2020, each may require financial, personnel and other resources commitment over time and may not attract or retain enough users or otherwise perform in accordance with our expectations.
Furthermore, we may have difficulty in anticipating buyer demand and preferences, and the products offered on our platform may not be accepted by the market or be rendered obsolete or uneconomical. Therefore, any inability to adapt to these changes may result in a failure to capture new buyers or retain existing buyers, the occurrence of which would materially and adversely affect our business, financial condition and results of operations.
In addition, to remain competitive, we must continue to enhance and improve the responsiveness, functionality and features of our platform. The internet and e-commerce markets are characterized by rapid technological evolution, changes in buyer requirements and preferences, frequent introductions of new products, features and services embodying new technologies and the emergence of new industry standards and practices, any of which could render our existing technologies and systems obsolete. Our success will depend, in part, on our ability to identify, develop and adapt to new technologies useful in our business, and respond to technological advances and emerging industry standards and practices, in particular with respect to mobile internet, in a cost-effective and timely way. We cannot assure you that we will be successful in these efforts.
Any harm to our brand or reputation may materially and adversely affect our business and results of operations.
We believe that the recognition and reputation of our Pinduoduo or “拼“拼多多” brand among our buyers, merchants and third-party service providers have contributed significantly to the growth and success of our business. Maintaining and enhancing the recognition and reputation of our brand are critical to our business and competitiveness. Many factors, some of which are beyond our control, are important to maintaining and enhancing our brand. These factors include our ability to:
| ● | provide a superior shopping experience to buyers; |
| ● | maintain the popularity, attractiveness, diversity, quality and authenticity of our product offerings; |
| ● | maintain the efficiency, reliability and quality of the fulfillment and delivery services to our buyers; |
13
| ● | maintain or improve buyers’ satisfaction with our after-sale services; |
| ● | increase brand awareness through marketing and brand promotion activities; and |
| ● | preserve our reputation and goodwill in the event of any negative publicity on our consumer experience or merchant service, internet and data security, product quality, price or authenticity, performance measures, or other issues affecting us or other e-commerce businesses in China. |
Public perception that counterfeit, unauthorized, illegal, or infringing products are sold on our platform or that we or merchants on our platform do not provide satisfactory consumer services, even if factually incorrect or based on isolated incidents, could damage our reputation, diminish the value of our brand, undermine the trust and credibility we have established and have a negative impact on our ability to attract new buyers or retain our current buyers. In particular, we have been and may continue to be subject to negative publicity based on claims and allegations related to intellectual property. For example, in April 2019, the Office of the U.S. Trade Representative, or USTR, has identified our platform as a "notorious market."“notorious market” in its Special 301 Reports since 2019. The USTR may continue to identify our platform as a notorious market in the future. The negative public perception resulted therefrom could damage our reputation, harm our business, diminish the value of our brand name and negatively affect trading price of our ADSs.
13
If we are unable to maintain our reputation, enhance our brand recognition or increase positive awareness of our platform, products and services, it may be difficult to maintain and grow our buyer base, and our business and growth prospects may be materially and adversely affected.
Our merchants usedeliver their products to buyers through a variety of third-party logistics service providers, andthird-party warehouse operators, third-party pick-up point operators and/or e-waybill systems. Service interruptions, failures, or constraints of these logistics service providersthird parties or any disruptions or malfunctions of the e-waybill systems could severely harm our business and prospects.
The merchandise on our platform are supplied and shipped directly from our merchants to our buyers. Our merchants usefulfil and deliver their orders through third-party logistics service providers, to fulfill and deliver their orders.warehouse operators and/or pick-up point operators. Interruptions to or failures in third-party logistics services provided by these third parties could preventaffect timely and successful delivery of the ordered products to our buyers. As we do not directly control or manage the operations of these third-party logistics service providers,third parties, we may not be able to guarantee their performance. Any failure to provide satisfactory services to our buyers, such as delays in delivery, product damage or product loss during transit, shutdown or termination of pick-up points may damage our reputation and cause us to lose buyers, and may ultimately adversely affect our results of operations. In addition, certain of these third-party logistics service providersthird parties may be influenced by our competitors when providing services to us. For example, if third-party logistics service providers raise the shipping rates for delivering products of merchants on our platform, our merchants may not be willing to bear the increased costs or be able to offer competitive prices for products on our platform. As a result, our business and prospects, as well as our financial condition and results of operations could be materially and adversely affected.
If the third-party logistics service providers used by our merchantsthese third parties fail to deliver products to our buyers on time or deliver products in good conditions,condition, our buyers may refuse to accept merchandise purchased on our platform and have less confidence in our platform. In such event, we cannot assure you that our merchants or we will be able to find alternative cost-efficient logistics service providers or operators to offer satisfactory delivery services or pick-up points in a timely manner, or at all, which could cause our business and reputation to suffer or cause merchants and buyers to move to other platforms and have negative impact on our financial conditions.
Most merchants use e-waybill systems to arrange and track shipment. While we launched our e-waybill system during the first quarter of 2019, the merchants on our platform are allowed to choose different e-waybill systems. Any disruptions or malfunctions of e-waybill systems used by our merchants could prevent the timely or proper delivery of products to consumers, which would damage our reputation, harm our business, diminish the value of our brand name.
14
We face intense competition, and if we fail to compete effectively, we may lose market share, buyers and merchants.
The e-commerce industry in China is intensely competitive. We compete to attract, engage and retain buyers, merchants, and other participants on our platforms. Our current or potential competitors include (i) major e-commerce companiesoperators in China, (ii) major traditional and brick-and-mortar retailers in China, (iii) retail companies in China focused on specific product categories and (iv) major internet companies in China that do not operate e-commerce businesses now but may enter the e-commerce business area or are in the process of initiating their e-commerce businesses. These current or future competitors may have longer operating histories, greater brand recognition, better supplier or merchant relationships, stronger infrastructure, larger buyer bases or greater financial, technical or marketing resources than we do. Competitors may leverage their brand recognition, experience and resources to compete with us in a variety of ways, including making investments and acquisitions for the expansion of their product and service offerings. Some of our competitors may be able to secure more favorable terms from merchants, devote greater resources to marketing and promotional campaigns, adopt more aggressive pricing or inventory policies and devote substantially more resources to develop their IT systems and technology. Some of these competitors may also offer “team purchase” on their platforms or offer innovative purchase models that may turn out to be highly popular among buyers, and buyers may prefer them over our team purchase model. In addition, new and enhanced technologies may increase the competition in the market we operate in. Increased competition may reduce our profitability, market share, user base and brand recognition. There can be no assurance that we will be able to compete successfully against current or future competitors, and such competitive pressures may have a material and adverse effect on our business, financial condition and results of operations.
14
If we fail to maintain and expand our relationships with merchants, our revenues and results of operations will be harmed.
We rely on our merchants to offer merchandise that appeal to our existing and potential buyers at attractive prices. Our ability to provide popular products on our platform at attractive prices depends on our ability to develop mutually beneficial relationships with our merchants. For example, we rely on our merchants to make available sufficient inventory and fulfill large volumes of orders in an efficient and timely manner to ensure our user experience. To date, our buyers and merchants have been increasing in parallel as a result of the powerful network effects of our platform. However, we may experience merchant attrition in the ordinary course of business resulting from several factors, such as losses to competitors, perception that marketing on our platform is ineffective, reduction in merchants’ marketing budgets, and closures or bankruptcies of merchants. In addition, we may have disputes with merchants with respect to their compliance with our quality control policies and measures and the penalties imposed by us for violation of these policies or measures from time to time, which may cause them to be dissatisfied with our platform. Their complaints may in turn result in negative impact on our public image and reputation. If we experience significant merchant attrition, or if we are unable to attract new merchants, our revenues and results of operations may be materially and adversely affected. In addition, our agreements with merchants also typically do not restrict them from establishing or maintaining business relationships with our competitors. We cannot assure you that merchants will continue to offer merchandise on our platform if they are pressured to use only one platform to market their products.
Any change, disruption, discontinuity in the features and functions of major social networks could severely limit our ability to continue growing our buyer base, and our business may be materially and adversely affected.
Our success depends on our ability to attract and retain new buyers and expand our buyer base. Acquiring and retaining buyers on our platform is important to the growth and profitability of our business. We leverage social networks as a tool for buyer acquisition and engagement. Although buyers can access our platform and make team purchases directly through our Pinduoduo mobile app, we leverage social networks such as Weixin and QQ, to enable buyers to share product information and their purchase experiences with their friends, family and other social contacts to generate effective and organic traffic and active interactions among buyers. A portion of our buyer traffic comes from such user recommendation or product introduction feature which buyers can share with friends or contacts through social networks. Due to the nature of our business model, which resembles a dynamic and interactive shopping experience, it is impracticable for us to accurately bifurcate and quantify the buyer traffic generated directly through our platform and through social networks. Therefore, during our daily operations, we focus more on the GMV on our platform as a whole and the seamless user experience across different access points, and believe that the final purchase destination cannot be used to reflect the significance of social networks and our Pinduoduo mobile app to our business operations.
To the extent that we fail to leverage such social networks, our ability to attract or retain buyers may be severely harmed. If any of these social networks makes changes to its functions or support, such as charging fees for functions or support that is currently provided for free, or stops offering its functions or support to us, we may not be able to locate alternative platforms of similar scale to provide similar functions or support on commercially reasonable terms in a timely manner, or at all. Furthermore, we may fail to establish or maintain relationships with additional social network operators to support the growth of our business on economically viable terms, or at all. Any interruption to or discontinuation of our relationships with major social network operators may severely and negatively impact our ability to continue growing our buyer base, and any occurrence of the circumstances mentioned above may have a material adverse effect on our business, financial condition and results of operations.
15
We are dependent on app stores to disseminate our mobile apps.
We offer our services mainly through our Pinduoduo mobile platform. Our mobile apps are offered via smartphone and tablet apps stores operated by third parties, such as Apple’s App Store, which could suspend or terminate users’ access to our mobile apps, increase access costs or change the terms of access in a way that makes our apps less desirable or harder to access. As a result, our ability to expand our user base may be hindered if potential users experience difficulties in or are barred from accessing our mobile apps. In the past, our mobile apps were taken down from certain third-party app stores for a short period of time. We cannot assure you that we will not experience such incident of similar nature in the future. The occurrence of the similar incident may adversely affect our brand and reputation, business, financial condition and results of operations.
15
Any disruption to our IT systems could materially affect our ability to maintain the satisfactory performance of our IT systems and deliver consistent services to our buyers and merchants.
The proper functioning of our IT systems is essential to our business. The satisfactory performance, reliability and availability of our IT systems are critical to our success, our ability to attract and retain buyers and our ability to maintain and deliver consistent services to our buyers and merchants. However, our technology infrastructure may fail to keep pace with increased sales on our platform, in particular with respect to our new product and service offerings, and therefore our buyers may experience delays as we seek to source additional capacity, which would adversely affect our results of operations as well as our reputation.
Additionally, we must continue to upgrade and improve our technology infrastructure to support our business growth. However, we cannot assure you that we will be successful in executing these system upgrades, and the failure to do so may impede our growth. We currently rely on cloud services and servers operated by external cloud service providers to store our data, to allow us to analyze a large amount of data simultaneously and to update our buyer database and buyer profiles quickly. Any interruption or delay in the functionality of these external cloud service and server providers may materially and adversely affect the operations of our business.
We may be unable to monitor and ensure high-quality maintenance and upgrade of our IT systems and infrastructure on a real-time basis, and buyers may experience service outages and delays in accessing and using our platform to place orders. In addition, we may experience surges in online traffic and orders associated with promotional activities and generally as we scale, which can put additional demand on our platform at specific times. Our technology or infrastructure may not function properly at all times. Any system interruptions caused by telecommunications failures, computer viruses, hacking or other attempts to harm our systems that result in the unavailability or slowdown of our platform or reduced order fulfillment performance could reduce the volume of products sold and the attractiveness of product offerings on our platform. Our servers may also be vulnerable to computer viruses, physical or electronic break-ins and similar disruptions, which could lead to system interruptions, mobile app slowdown or unavailability, delays or errors in transaction processing, loss of data or the inability to accept and fulfill buyer orders. Any of such occurrencesoccurrence could cause severe disruption to our daily operations. As a result, our reputation may be materially and adversely affected, our market share could decline and we could be subject to liability claims.
We have incurred net losses in the past, and we may continuenot be able to incur lossesmaintain profitability in the future.
We have incurred net losses sincefrom our inception. We incurredinception until 2020, before recording a net lossincome of RMB6,967.6RMB7,768.7 million (US$1,000.81,219.1 million) in the twelve months ended December 31, 2019, compared to net loss of RMB10,217.1 million in the twelve months ended December 31, 2018.2021. We cannot assure you that we will be able to generate net profitsmaintain profitability in the future. In addition,particular, we expect our operating costs and expenses to increase in absolute amounts in the future due to: (i) the continued expansion of our business operations, buyer base and merchant network, (ii) the continued investment in technology infrastructure and network, (iii) our promotion and marketing efforts as we continue to enhance our brand recognition, retain and grow our buyer base, and increase our buyer activities, (iv) the launch of new services, and (v) the investment in new initiatives, which may incur upfront costs, change our existing revenue and cost structures, and affect our ability to achievemaintain profitability.
Our16
In addition to managing the foregoing costs and expenses, our ability to achievemaintain profitability depends on our ability to, among other things, attract and retain buyers and increase our number of active buyers, growbuyer activities, establish and diversify our merchant base,maintain relationships with merchants, provide valuable online marketplace services and broaden service offerings, and optimize our cost structure. We may not be able to achieve any of the above. In particular, our sales and marketing expenses increased substantiallyby 8.8% from RMB13,441.8RMB41,194.6 million in the twelve months ended December 31,20182020 to RMB27,174.2RMB44,801.7 million (US$3,903.37,030.4 million) in the twelve months ended December 31, 2019,2021, as we invested in cultivating greater user recognition and engagement through online and offline advertising campaigns and promotions. Similarly, our research and development expenses increased by 30.5% from RMB6,891.7 million in 2020 to RMB8,992.6 million (US$1,411.1 million) in 2021, as we hired additional experienced research and development personnel. If we continue to incur substantial sales and marketing expenses without being able to achieve the anticipated buyergrowth in the number of active buyers and merchant growth,merchants or their spending, our operating results may be materially and adversely affected. Moreover, if our investment in our research and development does not result in improvements to the quality or efficiency of our services or otherwise fails to generate returns as expected, our operating results may also be materially and adversely affected. As a result, we may fail to improve ourexperience decreasing operating margin, and may continue to incur net losses in the future. In addition, our ability to use our net losses, to the extent we record such net losses in future periods, to offset future taxable income may be subject to certain limitations, including limitations resulting from the reorganization of our corporate structure and change of our primary operating entities. As such, we may not be able to fully utilize our net losses or at all, even if we were to achieve profitability.all.
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We rely on certain key operating metrics to evaluate the performance of our business, and perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.
We rely on certain key operating metrics such as GMV, to evaluate the performance of our business. Our operating metrics may differ from estimates published by third parties or from similarly titled metrics used by other companies due to differences in methodology and assumptions. If these metrics are perceived to be inaccurate by investors or investors make investment decisions based on operating metrics we disclosed but with their own methodology and assumptions or those published or used by third parties or other companies, our reputation may be harmed, which could negatively affect our business, and we may also face potential lawsuits or disputes.
We face risks related to natural disasters, health epidemics and other outbreaks, most notably those related to the outbreak of COVID-19, which could significantly disrupt our operations.
We and our merchants are vulnerable to natural disasters, health epidemics, and other calamities. Any of such occurrencesoccurrence could cause severe disruption to theour and our merchants’ daily operations of us and our merchants, and may even require a temporaryor the closure of facilities and logistics delivery networks, which may disrupt our business operations and adversely affect our results of operations. In recent years, there have been outbreaks of epidemics in China and globally. For example, insince early 2020, in response to the intensifying efforts to contain the spread of COVID-19, the Chinese government tookhas taken a number of actions, which included extending the Chinese New Year holiday,including quarantining individuals suspected of having COVID-19 and asking residents in China to stay at home and to avoid public gathering,gatherings, among other things. COVID-19 has also resulted in the temporary closure of many corporate offices, retail stores, and manufacturing facilities and factories across China, and put significant strain on merchandise shipping and delivery. ReductionAny reduction in the number of product offering and delayofferings on our e-commerce platform or delays in deliverydeliveries caused by the impairment of manufacturing and delivery capacity of our merchants and services providers may damage our reputation and cause us to lose buyers, and adversely affect our results of operations. While the events relatedThe extent to which the outbreak of COVID-19 impacts our results will depend on future developments, which are highly uncertain and response tocannot be predicted, including new information which may emerge concerning the COVID-19 are expected to be temporary, our business could be adversely impacted byseverity of this outbreak and the effects of the COVID-19 or other epidemics. Measures takenactions to contain outbreaks of epidemics could reduce our business operation capacity and negatively affect our operating results.this outbreak or treat its impact, among others. In addition, our results of operations could be adversely affected to the extent that any of these epidemics or other catastrophic events, harmssuch as COVID-19, harm the Chinese economy in general.
Our success depends on the continuing efforts of our key employees. If we fail to hire, retain and motivate our key employees, our business may suffer.
Our future success is significantly dependent upon the continued service of our key executives and other key employees. If we lose the services of any member of our management or key personnel, we may not be able to locate suitable or qualified replacements, and may incur additional expenses to recruit and train new staff, which could severely disrupt our business and growth. Our foundermanagement and chief executive officer, Mr. Zheng Huang, and other management memberskey personnel are critical to our vision, strategic direction, culture and overall business success. If there is any internal organizational structure change or change in responsibilities for our management or key personnel, the operation of our business and our business prospects may be adversely affected. Our employees, including members of our management, may choose to pursue other opportunities. If we are unable to motivate or retain key employees, our business may be severely disrupted and our prospects could suffer.
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The increasing scale of our business also requires us to hire and retain a wide range of capable and experienced personnel and technology talents who can adapt to a dynamic, competitive and challenging business environment. For example, we may need to hire additional personnel with special sets of skills and experience for Duo Duo Grocery. Competition for talents is intense, and the availability of suitable and qualified candidates in China is limited. Competition for talents could cause us to offer higher compensation and other benefits to attract and retain them. Even if we were to offer higher compensation and other benefits, these individuals may choose not choose to join or continue to work for us. Any failure to attract or retain key management and key personnel could severely disrupt our business and growth.
If we are unable to manage our growth or execute our strategies effectively, our business and prospects may be materially and adversely affected.
Our business has grown substantially since our inception, and we expect continued growth in our business, revenues and number of employees. We have significantly expanded our headcount and office facilities, and we anticipate that further expansion in certain areas and geographies will be required. This expansionExpansion in general increases the complexity of our operations and places a significant strainstrains on our management, operational and financial resources. The expansionresources, and may cause additional risks and costs in relation to compliance, such as dealing with regulatory enforcement or labor disputes. We mustmay continue to hire, train and effectively manage new employees.employees and contractors. If our new hires perform poorly or if we are unsuccessful in hiring, training, managing and integrating new employees and contractors, our business, financial condition and results of operations may be materially harmed.
In addition, we plan to further establish relationships with more merchants to increase the product offerings on our platform. Such expansion may require us to introduce new products and work with a variety of additional merchants to address the evolving needs of our buyers. We may have limited or no experience for certain new product offerings, and our expansion into these new product offerings may not achieve broad buyer acceptance. These offerings may present new and difficult technological or operational challenges, and we may be subject to claims if buyers are not satisfied with the quality of the products or do not have satisfactory experiences in general.
To effectively execute our business strategies and manage the expected growth of our operations and personnel, we will need to continue to improve our transaction processing, technological, operational and financial systems, policies, procedures and controls. For example, the e-waybill system that we launched in the first quarter of 2019, the livestreaming feature that we started in November 2019, and Duo Duo Grocery that we started in August 2020, each may require financial, personnel and other resources commitment over time, including recruitment of employees and contractors, development of new technologies, collaboration with new business partners, launch of additional promotional activities and investments in logistics infrastructure. All of these endeavors involve risks and will require significant management, financial and human resources. We cannot assure you that we will be able to effectively manage our growth or to implement our strategies successfully. If we are not able to manage our growth or implement our strategies effectively, or at all, our business and prospects may be materially and adversely affected.
For example, we have developed an open, asset-light logistics technology platform. As the first pillar to such logistics technology platform, we launched our e-waybill system during the first quarter of 2019. Building on top of our e-waybill system, our aim is to build a platform that would provide technology solutions to our sizable and growing merchant base, and fundamentally improve their efficiencies and services to users as we deepen our relationships with them through C2M, cross-border e-commerce, and other initiatives.them. As a result of the development of this platform, we may incur additional costs and expenses, devote more management’s attention to its operations and compliance and allocate additional resources in dealing with potential disputes relating to its operations and intellectual property rights. In August 2020, we started Duo Duo Grocery, a next-day grocery pick-up service that allows users to order groceries and related products online and collect goods the next day at nearby designated pickup points. We cannot assure you that we will be able to manage or operate this new business initiative successfully or effectively, such as providing the requisite services to the merchants, attracting and retaining capable employees and partners and leasing suitable facilities on commercially acceptable terms. Failure to manage and operate Duo Duo Grocery could materially and adversely affect our business, financial condition and results of operations.
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We may incur liability for counterfeit, unauthorized, illegal, or infringing products sold or misleading information available on our platforms.
Under our current marketplace model, substantially all of products offered on our platform are supplied by merchants, who are separately responsible for sourcing and coordinating delivery of the products that are sold on our platform. In 2019,2021, we had 5.111.5 million active merchants on our platform, offering a broad range of product categories. We have been and may continue to be subject to allegations and lawsuits claiming that products listed or sold through our platform by us or third-party merchants are counterfeit, unauthorized, illegal, or otherwise infringe third-party copyrights, trademarks, patents or other intellectual property rights, or that content posted on our user interface contains misleading information on description of products and comparable prices. Although we have adopted strict measures to protect us against these potential liabilities, including but not limited to, proactively verifying the authenticity and authorization of products sold on our platform through working with brands and conducting offline investigations, blocking prior to product launch or immediately taking down any counterfeit or illegal products or misleading information found on our platform, closing higher-risk online stores, and freezing the accounts of merchants in violation of the platform policies, these measures may not always be successful or timely. For example, in January 2018, we were required by the relevant government authorities to strengthen supervision on the qualifications of the distributors of publications on our platform and to respond effectively to claims of copyright infringement. We have taken a number of measures in accordance with such requirements including the implementation of a comprehensive system in reviewing and tracking the qualification status of the relevant merchants. In August 2018, we met with the officials from the relevant governmental authorities to discuss the alleged sale of counterfeit and infringing products on our platform upon their request. Shortly after the meetings, we adopted a number of remediation measures including more rigorous policies of closure of stores and removal of listings with infringing products from our platform. We may implement further measures in an effort to eliminate infringing products on our platforms, including taking legal actions against merchants of counterfeit or infringing products, which may cause us to spend substantial additional resources or result in reduced revenues. In addition, these measures may not appeal to consumers, merchants or other participants on our platforms. A merchant whose account is suspended or terminated by us, regardless of our compliance with the applicable laws rules and regulations, may have disputes with us and commence action against us for damages, make public complaints or engage in publicity campaigns against us. We may incur significant costs to defend against these activities, which could harm our business.
In the event that counterfeit, illegal, unauthorized or infringing products are sold on our platform or infringing or misleading content is posted on our user interface, we could face claims or be imposed penalties. Counterfeit products sold on our platform may damage our reputation and cause buyers to refrain from making future purchases from us, which would materially and adversely affect our business operations and financial results. We have in the past received claims alleging the sales of defective, counterfeit or unauthorized items on our platform. For example, in July 2018, a complaint was filed against us in U.S. federal court alleging contributory trademark infringement and unfair competition based on certain allegedly counterfeit and unauthorized merchandise sold by merchants to U.S. consumers on our platform. In August 2019, the court granted our motion to dismiss the plaintiff's complaint and dismissed all claims against us onand awarded us attorney’s fees and costs due to the ground that the court lacked personal jurisdiction.plaintiff’s frivolous and problematic claims. Irrespective of the validity of such claims, we could incur significant costs and efforts in either defending against or settling such claims. If there is a successful claim against us in the United States, we might be required to pay substantial damages or be enjoined from permitting further sale of the relevant products or activities by certain merchants. Potential liabilities under PRC law for negligence in participating or assisting in infringement activities associated with counterfeit goods include injunctions to cease infringing activities, rectification, compensation, administrative penalties and even criminal liability.
Moreover, the alleged sales of counterfeit products and third-party claims or administrative penalties related to them could result in significant negative publicity and our reputation could be severely damaged. For example, in April 2019, the Office of the U.S. Trade Representative, or USTR, has identified our platform as a "notorious market."“notorious market” in its Special 301 Reports since 2019. The USTR may continue to identify our platform as a notorious market in the future. The negative public perception resulted therefrom could damage our reputation, harm our business, diminish the value of our brand name and negatively affect trading price of our ADSs.
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Some of our merchants interact and exchange information with our users through our livestreaming feature. As such communication is conducted in real time, we are unable to verify the information exchanged. Therefore, it is possible that users may engage in conversations or activities with illegal, obscene or infringing content that may be deemed unlawful under PRC laws and regulations on our platform. In addition, certain merchants may post and sell on our platform products that may not be sold via e-commerce platform under relevant PRC regulation, such as prescription drugs and foreign currencies. Failure to identify and remove such products and content from our platform may subject us to liability and administrative penalties. Any of these events could have a material and adverse effect on our business, results of operations or financial condition.
Under our standard form agreements, we require our merchants to indemnify us for any losses we suffer or any costs that we incur due to any products sold by these merchants. However, we may not be able to successfully enforce our contractual rights and may need to initiate costly and lengthy legal proceedings in China to protect our rights.
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In addition to fraudulent transactions with legitimate buyers, merchants on our platform may engage in fictitious transactions with themselves or collaborate with third parties in order to artificially inflate their sales records and search results rankings. Such activity may frustrate other merchants by enabling the perpetrating merchants to be favored over legitimate merchants, and may harm buyers by misleading them to believe that a merchant is more reliable or trustworthy than the merchant actually is. This activityWe are also aware that certain merchants and users engage in fictitious transactions on e-commerce platforms to facilitate illegal activities such as online gambling. Fictitious transactions may also result in inflated GMV, total orders and other key metrics on our platform.metrics. Although we have implemented strict measures to detect and penalize merchants who engaged in fraudulent activitiesfictitious transactions on our platform, there can be no assurance that such measures will be effective in preventing all fraudulent transactions.transactions or deter illegal activities.
Moreover, illegal, fraudulent or collusive activities by our employees could also subject us to liability or negative publicity. There were occasions where we found out that our employees had acceptedaccepting payments from merchants attempting to receivein exchange for preferential treatment on our platform, and we reported such behavior to the relevant government authorities.
Although we implement a zero-tolerance policy towards these activities and have not been charged with any wrongdoing, there can be no assurance that our controls and policies will completely prevent fraudall fictitious, fraudulent or illegal activityactivities by merchants, users or our employees or that similar incidents will not occur in the future. NegativeAny inquiries, investigations and other governmental actions associated with and negative publicity and user sentiment resulting from similar incidents could divert significant management time and attention, severely diminish consumer confidence in us and the value of our brand, and would materially and adversely affect our business, financial condition and results of operations.
We may be subject to claims under consumer protection laws, including health and safety claims and product liability claims, if property or people are harmed by the products and services sold on our platform. Additionally,Meanwhile, we are subject to existing and new laws and regulations may impose additionalimposing various requirements and other obligations on our business which may materially and adversely affect our business, financial conditions and results of operations.
The PRC government, media outlets and public advocacy groups have been increasingly focused on consumer protection in recent years. The products sold by third-party merchants on our platform may be defectively designed or manufactured, and offerings of defective products on our platform may expose us to liabilities associated with consumer protection laws. OperatorsThird parties who purchased defective products sold by us and sustained personal injury or property damage may bring claims or legal proceedings against us as the retailer of the product. Although we would have legal recourse against the manufacturer of such products under PRC law, attempting to enforce our rights against the manufacturer may be expensive, time-consuming and ultimately futile. Also, operators of e-commerce platforms aremay be subject to certain provisions of consumer protection laws even where the operator is not the manufacturer, provider or providerretailer of the products or services purchased by the consumer. For example, under applicable consumer protection laws in China, e-commerce platform operators may be held liable for consumer claims relating to damage if they are unablewe failed to provide consumersa consumer with the true name, address and contact details of merchants.the merchant that sold the defective product, we may be liable to compensate such consumer damages suffered by him or her. In addition, if we do not take appropriate remedial action against merchants for their actions they engage in that we know, or should have known, would infringe upon the rights and interests of consumers, we may be held jointly liable for infringement alongside the merchants. Moreover, applicable consumer protection laws in China provide that platformsa platform will be held liable for failing to meet any undertakingsundertaking that the platforms makeit made to consumers with regard to products listed on their platforms.it. Furthermore, we are required to report violations of applicable consumer protection laws, regulations or administrative rules by merchants to the State Administration for Market Regulation, formerly known asor the State Administration for Industry and Commerce, or SAIC,SAMR, or its local branches, any violation of applicable laws, regulations or SAIC rules by merchants, such as sales of goods without proper license or authorization, and we are required to take appropriate remedial measures, including ceasing to provide services to the relevant merchants.merchants, as a platform. We may also be held jointly liable with merchants who do not possess the proper licenses or authorizations to sell goods or sell goods that do not meet product standards.
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We do not maintain product liability insurance for products transacted on our platform, and our rights of indemnity from the merchants or suppliers on our platform may not adequately cover us for any liability we may incur. EvenClaims against us, even if they are eventually unsuccessful, claims could result in significant expenditure of funds and diversion of management time and resources, which could materially and adversely affect our business, financial condition and prospects.
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In addition, the PRC government authorities may continue to promulgate new laws regulations and rulesregulations governing the e-commerce industry, tighten enforcement of existing laws rules and regulations, and impose additional requirements and other obligations on our business. For example, in August 2018,business including the standing committeeoperation of our e-commerce platform and our market promotion activities. Compliance with these laws and regulations may be costly, and any incompliance or associated inquiries, investigations and other governmental actions may divert significant management time and attention and our financial resources, bring negative publicity, or subject us to liabilities or administrative penalties:
| ● | In August 2018, the Standing Committee of the National People’s Congress, or the NPC, promulgated the E-Commerce Law, which took effect in January 2019. According to the E-Commerce Law, e-commerce platform operators who fail to take necessary actions when they know or should have known that the merchants on their platform infringe others’ intellectual property rights or the products or services provided by the merchants do not meet the requirements for product safety, or otherwise infringe upon consumers’ legitimate rights, will be held jointly liable with the merchants. Additionally, with respect to the products or services affecting consumers’ life and health, the e-commerce platform operators will bear relevant responsibilities if they fail to review the qualifications of merchants or fail to safeguard the interests of the consumers. We may be held responsible if fresh produce or other products sold through Duo Duo Grocery caused harm to the interests and health of consumers. |
| ● | The E-Commerce Law requires e-commerce platform operators to take necessary actions if merchants on their platforms fail to display prominently on their platform web pages the information contained in their business licenses or administrative permits relating to their operating businesses. According to the E-Commerce Law, all e-commerce operators, including individuals and entities carrying out their business online and e-commerce platform operators and merchants on these platforms, should register with the relevant local branches of the SAMR. Individuals selling agricultural products or conducting certain transactions with minimum economic value and low volume are not subject to these registration requirements. E-commerce platform operators should provide the identity information of the merchants on their platforms to local branches of the SAMR and procure the merchants who fail to make such registrations to comply with the registration requirements. The Measures for the Supervision and Administration of Online Transactions, promulgated by the SAMR in 2021, also require e-commerce platforms to remind individual merchants to timely register with the applicable local branches of the SAMR if those merchants have an aggregate annual online business turnover of RMB100,000 or more. Our policy expressly requires all merchants on our platform to complete these registrations. We may lose existing or potential merchants who do not or are unwilling to comply with the registration and related requirements, and we may be found liable under the E-Commerce Law and related regulations if we are deemed to have failed to implement the required procedures. The E-Commerce Law and the related regulations are relatively new and subject to implementation rules by local regulatory authorities. As such, we still face uncertainties in relation to their further interpretations and applications. |
| ● | In October 2020, the SAMR issued the Interim Provisions for Regulating Promotional Activities, which became effective on December 1, 2020. Among other things, these interim provisions are designed to promote consumer protection and prohibit false or misleading commercial information used in promotional activities. As a platform operator, we are required by the interim provisions to design rules and procedures to foster fair and transparent merchandise promotional activities, and assist the authorities in their investigation of violations by platform merchants, which will add more compliance costs and enforcement uncertainties. In addition, according to the PRC Anti-unfair Competition Law and relevant laws and regulations, business operators are prohibited from inducing consumers into transactions via misleading pricing terms or engaging in other anti-competitive conducts associated with product price. If we are found to have violated these laws and regulations, we may be subject to fines and other administrative penalties. For example, in March 2021, the SAMR fined five platforms a sum of RMB6.5 million, including RMB1.5 million against us, for unfair pricing conduct with respect to their online grocery businesses. |
| ● | In February 2021, the Anti-monopoly Committee of the State Council published the Anti-monopoly Guidelines for the Platform Economy Sector, aiming at enhancing anti-monopoly administration of businesses that operate under the platform model and the overall platform economy. According to these guidelines, business practices such as deploying big data analytics to set discriminatory terms for merchandise price or other transaction terms, coercive exclusivity arrangements with transaction counterparties, blocking of competitor interface through technological means and unlawful collection of user data without consent, are prohibited. As the guidelines were newly promulgated, it is still uncertain as to the specific impact on our business or results of operations and prospects. If we are found to have any non-compliance issues by relevant authorities, we may be subject to fines and other penalties. |
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| ● | In April 2021, the SAMR, together with the Office of the Central Cyberspace Affairs Commission and the State Administration of Taxation, or SAT, held a meeting with more than 30 major platform operators, including us. All platform operators that participated in the meeting were required to conduct a self-inspection within one month to identify and correct possible violations of anti-monopoly, anti-unfair competition, tax and other related laws and regulations and submit their compliance commitments for public supervision. It is still uncertain how the requirement will be implemented and whether further legislation and administration activities will be entailed. As a result, we may incur additional costs and expenses, devote more management’s attention and allocate additional resources in the compliance with relevant laws and regulations. If we are required to take any rectifying or remedial measures or are subject to any penalty, our reputation and business operations may be materially and adversely affected. |
| ● | In October 2021, the Standing Committee of the NPC issued the Draft Amendment to the Anti-monopoly Law for public comment. This is the second draft of the proposed amendments to the Anti-monopoly Law. The draft amendment proposed to increase the maximum amount of fines that may be imposed on a business operator for violations of certain market concentration requirements to up to 10% of the business operator’s sales revenue from the preceding year. The draft amendment also proposed that the relevant authority should investigate a transaction if the concentration resulting from the transaction has or may have the effect of eliminating or restricting competition, even if such concentration does not reach the filing threshold. If the Draft Amendment to the Anti-monopoly Law is enacted as currently proposed, the heightened regulatory scrutiny of business operators may increase our compliance costs and subject us to heightened risks and challenges. |
Due to the E-Commerce Law, e-commerce platform operators who fail to take necessary actions when they know or should have known that the merchants on their platform infringe others’ intellectual property rights or the products or services provided by the merchants do not meet the requirements for product safety, or otherwise infringe upon consumers’ legitimate rights, will be held jointly liableuncertainties associated with the merchants. Additionally,evolving legislative activities and varied local implementation practices of consumer protection, anti-monopoly and competition laws and regulations in the PRC, compliance with respectthese laws, regulations, rules, guidelines and implementations may be costly, and any incompliance or associated inquiries, investigations and other governmental actions may divert significant management time and attention and our financial resources, bring negative publicity, subject us to the products or services affecting consumers’ life and health, the e-commerce platform operators will bear relevant responsibilities if they fail to review the qualifications of merchants or fail to safeguard the interests of the consumers.
The E-Commerce Law also requires e-commerce platform operators to take necessary actions if merchants on the platform fail to display prominently on their respective platform web page the information contained in their business licensesliabilities or administrative permits relating to their operating businesses. According to the E-Commerce Law, all e-commerce operators, including individuals and entities carrying out their business online and e-commerce platform operators and merchants on these platforms, should register with the relevant local branches of SAIC. Individuals selling agricultural products or conducting certain transactions with minimum economic value and low volume are not subject to these registration requirements. In addition, e-commerce platform operators should provide identity information of merchants on their platform to local branches of SAIC and procure the merchants who fail to make such registrations to comply with the relevant registration requirements. We set clear requirements for all merchants on our platform to complete such registrations. As a result of such requirements, we may lose existing merchants who do not conduct or fail to conduct such registrations and we may fail to attract potential merchants who might not be willing to cooperate with us in full compliance with the E-Commerce Law. See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Relating to E-Commerce.” Such new laws, regulations and rules may result in additional compliance obligations and increased costs or place restrictions upon our current or future operations,penalties, and may materially and adversely affect our financial conditions, operations and business financial condition and results of operations.prospects.
We may face challenges in expanding our product offerings.
The merchants on our platform carry a wide range of products, including agricultural produce, apparel, shoes, bags, mother and childcare products, food and beverage, fresh produce, electronic appliances, furniture and household goods, cosmetics and other personal care items, sports and fitness items and auto accessories. Expansion of product offerings both in categories and items involve new risks and challenges. Our lack of familiarity with these products and lack of relevant buyer data relating to these products may make it more difficult for us to anticipate buyer demand and preferences and to inspect and control quality and ensure proper handling, storage and delivery by our merchants. Our merchants may experience higher return rates on new products, receive more buyer complaints about such products and face costly product liability claims as a result of selling such products, which would harm our brand and reputation as well as our financial performance. We may also be involved in disputes with the merchants in connection with these claims and complaints.
As we broaden our product offerings, we will need to work with a large number of new merchants efficiently and establish and maintain mutually beneficial relationships with our existing and new merchants. To support our growth and our expansion, we will need to devote management, operating, financial and human resources which may divert our attention from existing businesses, incur upfront costs, and implement a variety of new and upgraded management, operating, financial and human resource systems, procedures and controls. There is no assurance that we will be able to implement all of these systems, procedures and control measures successfully or address the various challenges in expanding our future businesses and operations effectively. In addition, our newly launched “Internet + Agriculture” initiativeinitiatives such as livestreaming and Duo Duo Grocery may face risks and uncertainties and may not grow successfully.
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Tencent provides services to us in connection with various aspects of our operations. If such services become limited, restricted, curtailed or less effective or more expensive in any way or become unavailable to us for any reason, our business may be materially and adversely affected.
We collaborate with Tencent, one of our principal shareholders and owner of Weixin and QQ, with respect to various aspects of our business, including our mini-programmini-programs within Weixin and the entry point to our Pinduoduo mini-program in Weixin Pay, which serves as one of our access points to our platform, as well as services such as payment processing, advertising and cloud technology. We have entered into a strategic cooperation framework agreement with Tencent, pursuant to which we and Tencent have agreed to cooperate in a number of areas including payment solutions, cloud services and user engagement, and to explore and pursue additional opportunities for potential cooperation.
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If services provided by Tencent to us become limited, compromised, restricted, curtailed or less effective or become more expensive or unavailable to us for any reason, including the availability of our mini-programmini-programs within Weixin and the entry point to our Pinduoduo mini-program in Weixin Pay, our business may be materially and adversely affected. We may also encounter difficulties in implementing the Strategic Cooperation Framework Agreement, which may divert significant management attention from existing business operations. Failure to maintain our relationship with Tencent could materially and adversely affect our business and results of operations. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions.”
Impairment of long-lived assets could materially and adversely affect our results of operations and book value.
We have accumulated long-lived assets as a result of our operations. We review these assets, including intangible assets with finite lives, for impairment annually and whenever events or changes in circumstances arise that will impact the future use of these assets. In the event that the book value of long-lived assets is impaired, such impairment would be charged to earnings in the period when such impairment is determined. Any future impairment of long-lived assets could have a material and adverse effect on our profitability, results of operations and book value. For more information on our impairment testing, see note 2 to the consolidated financial statements included elsewhere in this annual report.
We rely on proper operation and maintenance of our mobile platform and internet infrastructure and telecommunications networks in China. Any malfunction, capacity constraint or operation interruption may have an adverse impact on our business.
Currently, all of our sales of products are generated online through our Pinduoduo mobile platform. Therefore, the satisfactory performance, reliability and availability of our mobile platform are critical to our success and our ability to attract and retain buyers. Our business depends on the performance and reliability of the internet infrastructure in China. The reliability and availability of our mobile platform depends on telecommunications carriers and other third-party providers for communications and storage capacity, including bandwidth and server storage, among other things. If we are unable to enter into and renew agreements with these providers on acceptable terms, or if any of our existing agreements with such providers are terminated as a result of our breach or otherwise, our ability to provide our services to our buyers could be adversely affected. Access to internet in China is maintained through state-owned telecommunications carriers under administrative control, and we obtain access to end-user networks operated by such telecommunications carriers and internet service providers to give buyers access to our mobile platform. The failure of telecommunications network operators to provide us with the requisite bandwidth could also interfere with the speed and availability of our mobile platform. Service interruptions prevent buyers from accessing our mobile platform and placing orders, and frequent interruptions could frustrate buyers and discourage them from attempting to place orders, which could cause us to lose buyers and harm our operating results. In addition, we have no control over the costs of the services provided by the telecommunications operators. If the prices that we pay for telecommunications and internet services rise significantly, our financial results could be adversely affected.
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We may engage in acquisitions, investments or strategic alliances, which could require significant management attention and materially and adversely affect our business and results of operations.
We may from time to time identify strategic partners to form strategic alliances, invest in or acquire additional assets, technologies or businesses that are complementary to our existing business. These transactions may involve minority investments in other companies, acquisitions of controlling stakes in other companies or acquisitions of selected assets.
Any strategic alliances, investments or acquisitions and the subsequent integration of the new assets and businesses obtained or developed from such transactions into our own may divert management from their primary responsibilities and subject us to additional liabilities. In addition, the costs of identifying and consummating investments and acquisitions may be significant. We may also incur costs and experience uncertainties in completing necessary registrations and obtaining necessary approvals from relevant government authorities in China and elsewhere in the world. The costs and duration of integrating newly acquired assets and businesses could also materially exceed our expectations. Any such negative developments could have a material adverse effect on our business, financial condition, results of operations and cash flow.
Our financial results could be adversely affected by our investments or acquisitions. The investments and acquired assets or businesses may not generate anticipated synergies with our business or achieve anticipated financial growth as we would expect. They could result in significant investments and goodwill impairment charges and amortization expenses for other intangible assets, which would adversely affect our financial condition and operating results.
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Undetected programming errors or flaws or failure to maintain effective customer service could damage our reputation or even cause direct loss to us which would materially and adversely affect our results of operations.
Our platform and internal systems rely on software that is highly technical and complex. In addition, our platform and internal systems depend on the ability of such software to store, retrieve, process and manage an immense amount of data and the ability of their operators to operate these complex systems properly. The software on which we rely may contain undetected programming errors or design defects, some of which may only be discovered after the code has been released. Improper operations or other human errors may also occur from time to time as a result of operating such software and complex systems. Programming errors or design defects within the software or human errors in connection with the operation of the software may result in negative experience to buyers using our platform, disruptions to the operations of our merchants, delay in introductions of new features or enhancements, unintended disclosure of confidential information of buyers, merchants and our platform or compromise in our ability to provide effective customer service and enjoyable user engagement or exploitation of loopholes by dishonest buyers or merchants. They could cause damage to our reputation, loss of buyers or merchants, or direct economic loss to us.
Our business generates and processes a large amount of data, and we are required to comply with PRC and other applicable laws relating to privacy and cyber security.cybersecurity. The improper use or disclosure of data could have a material and adverse effect on our business and prospects.
Our business generates and processes a large quantityamount of data. We face risks inherent in handling and protecting large volume of data.them. In particular, we face a number of challenges relating to data from transactions and other activities on our platforms, including:
| ● | protecting the data in and hosted on our system, including against attacks on our system by outside parties or fraudulent behavior or improper use by our employees; |
| ● | addressing concerns related to privacy and sharing, safety, security and other factors; and |
| ● | complying with applicable laws |
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The PRC regulatory and enforcement regime with regardrelating to data security and data protection is evolving. Weevolving and may be required by Chinese governmental authoritiessubject to share personal informationdifferent interpretations or substantive changes. Moreover, different PRC regulatory bodies, including the Standing Committee of the NPC, the Ministry of Industry and Information Technology, or the MIIT, the CAC, the Ministry of Public Security, or the MPS, and the SAMR, have enforced data that we collect to complyprivacy and protections laws and regulations with PRC laws relating to cybersecurity.varying standards and applications. See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Relating to Internet Information Security and Privacy Protection.” The law imposes heightened regulationfollowing are examples of certain recent PRC regulatory activities in this area:
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Cybersecurity and additionalData Security
| ● | PRC authorities have promulgated a number of laws and regulations relating to cybersecurity and data security in the past year. In June 2021, the Standing Committee of the NPC promulgated the Data Security Law, which took effect on September 1, 2021. In July 2021, the state council promulgated the Regulations on the Protection of Critical Information Infrastructure, which became effective on September 1, 2021. In December 2021, the CAC, together with other authorities, jointly promulgated the Cybersecurity Review Measures, which became effective on February 15, 2022. These laws and regulations impose cybersecurity review obligations on critical information infrastructure operators and network platform operators. Under the Regulations on the Protection of Critical Information Infrastructure, “critical information infrastructure” is defined as those network facilities or information systems that may endanger national security, people’s livelihoods and the public interest if such facilities or systems were to experience data breaches, damage, or system malfunctions. In particular, the network facilities or information systems used in certain critical industries or sectors (such as telecommunications, energy, transportation, finance, public services and national defense) are considered critical information infrastructure. Critical information infrastructure operators, as determined and notified by the applicable governing authorities, are required to undergo cybersecurity reviews if they procure network products and services which could affect the security of their information infrastructure, network or data. As of the date of this annual report, we have not received any notice that we are a critical information infrastructure operator by any government authority. Under the Cybersecurity Review Measures, any network platform operator that holds personal data of more than one million users must apply for a cybersecurity review before it makes any public offering on a foreign stock exchange. As these laws and regulations are relatively new, certain concepts thereunder, including the exact scope of the term “critical information infrastructure operators” and “network platform operators,” remain subject to further clarification. Therefore, it is uncertain whether we would be deemed to be a critical information infrastructure operator or a network platform operator under PRC law and become subject to the relevant PRC cybersecurity laws and regulations. |
| ● | In addition to the currently effective laws and regulations described above, PRC authorities may adopt additional laws and regulations in the future that further heighten the regulation of data security. For example, in November 2021, the CAC released a consultation draft of the Regulations on Network Data Security Management, or the Draft Network Data Security Regulations, for public comment. These regulations create cybersecurity review obligations for data processors, which are broadly defined as individuals or organizations that have discretion in deciding the objectives and means of their data processing activities, such as data collection, storage, utilization, transmission, publication and deletion. In particular, pursuant to the Draft Network Data Security Regulations, a data processor must apply for cybersecurity review if, among others, it (i) seeks a public offering on a foreign stock exchange and processes the data of more than one million users, (ii) it seeks a Hong Kong listing that affects or may affect national security, or (iii) otherwise conducts data processing activities that affect or may affect national security. However, as of the date of this annual report, there have been no clarifications from the relevant authorities as to the standards for determining whether an activity is one that “affects or may affect national security.” In addition to the foregoing cybersecurity review obligations, the Draft Network Data Security Regulations also proposed to create a system of annual data security self-assessments, whereby data processors that (i) process “important data” or (ii) are listed overseas must conduct an annual data security assessment, and submit the annual assessment report to the applicable municipal cybersecurity department by the end of January in the following year. As of the date of this annual report, the Draft Network Data Security Regulations have only been released for public comment, and their respective provisions and anticipated adoption or effective date remain subject to change with substantial uncertainty. However, if such regulations were to be adopted in their current form, we would be subject to additional regulatory obligations with respect to data security, and may face challenges in addressing their requirements and amending our internal data processing policies and practices to ensure compliance therewith. |
Personal Data and privacy protection obligations on operatorsPrivacy
| ● | The Anti-monopoly Guidelines for the Platform Economy Sector published by the Anti-monopoly Committee of the State Council, effective February 7, 2021, prohibit collection of user information through coercive means by online platforms operators. |
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| ● | In August 2021, the Standing Committee of the NPC promulgated the Personal Information Protection Law, which unified a number of hitherto separate rules with respect to personal information rights and privacy protection, and took effect on November 1, 2021. The Personal Information Protection Law strengthened the protection of personal information. As a general principle, the processing of personal data must be directly related to a specific and reasonable purpose and the related collection of personal information must be tailored to what is necessary to meet that purpose. The Personal Information Protection Law also created a number of specific requirements for the processing of personal data. For example, the law prohibits any person that processes personal data from engaging in price discrimination or otherwise applying unreasonable differential treatment to individuals based on automated analysis of collected personal information. To meet the latest regulatory requirements of the PRC authorities, we update our privacy policies from time to time and adopt technical measures to protect data and ensure that we systematically protect personal information rights. However, many of the specific requirements of the Personal Information Protection Law remain to be clarified by the CAC, other regulatory authorities, and courts in practice. We may be required to make further adjustments to our business practices to comply with personal information protection laws and regulations. |
There are uncertainties with respect to how such PRC National Security Law covers various types of national security, including technology security and information security. All the relevant laws and regulations will be implemented and interpreted in practice. Many data-related laws and regulations are relatively new and certain concepts thereunder remain subject to interpretation by the regulators. We are subject to heightened scrutiny and required to adopt stricter measures to protect and manage certain categories of data, such as sensitive personal information as defined under Personal Information Protection Law. Some of the provisions under the Cybersecurity Review Measures and the Draft Network Data Security Regulations remain unclear on whether they are, or will be, applicable to companies that are already listed in the United States, such as us. However, if the Cybersecurity Review Measures and the enacted version of the Draft Network Data Security Regulations mandate that issuers like us must clear cybersecurity review or obtain other regulatory approvals for their previous issuances of securities in the United States or future offerings, it is unclear whether we would be able to complete such regulatory procedures in a timely fashion, or at all. Failure to do so may subject us to government actions, investigations, fines, penalties, suspension of our operations or removal of our apps from the relevant application stores, which could have a material and adverse effect on our business and results of operations. In sum, complying with PRC laws and regulations relating to data security and personal information protection may be costly and result in additional expenses to us, and any non-compliance and misuse of or failure to secure personal information could have a negative impact on our financial results and may subject us to negative publicity which couldand harm our reputation and negatively affectbusiness operations.
In addition to regulations in the trading pricePRC, regulatory authorities around the world have adopted or are considering a number of our ADSs. There are also uncertainties with respect to how these laws will be implemented in practice. PRC regulators , including the MIITlegislative and regulatory proposals concerning data protection. These legislative and regulatory proposals, if adopted, and the Cyberspace Administrationuncertain interpretations and application thereof could, in addition to the possibility of China, or the Cyberspace Administration, have been increasingly focused on regulationfines, result in the areas ofan order requiring that we change our data securitypractices and data protection. On November 28, 2019, the Secretary Bureau of the Cyberspace Administration of China, the General Office of the MIIT, the General Office of the Ministry of Public Security and the General Office of the State Administration for Market Regulation promulgated the Identification Method of Illegal Collection and Use of Personal Information Through App, which provides guidance for regulatory authorities to identify the illegal collection and use of personal information through mobile apps and for mobile app operators to conduct self-examination and self-correction. We expect that data security and data protection compliance will receive greater attention and focus from regulators, as well as attract continued or greater public scrutiny and attention going forward,policies, which could increasehave an adverse effect on our compliance costs and subject us to heightened risks and challenges associated with data security and protection. If we are unable to manage these risks, we could become subject to penalties, including fines, suspension of business and revocation of required licenses, and our reputation and results of operations could be materially and adversely affected.
In addition,operations. For example, the European Union General Data Protection Regulation (“GDPR”), which came into effect on May 25, 2018, includes operational requirements for companies that receive or process personal data of residents of the European Economic Area. The GDPR establishes new requirements applicable to the processing of personal data, affords new data protection rights to individuals and imposes penalties for serious data breaches. Individuals also have a right to compensation under the GDPR for financial or non-financial losses. Although we do not conduct any business in the European Economic Area, in the event that residents of the European Economic Area access our website or our mobile platform and input protected information, we may become subject to provisions of the GDPR. If we are unable to manage these risks, we could become subject to penalties, fines, suspension of business and revocation of required licenses, and our reputation and results of operations could be materially and adversely affected. In addition, regulatory authorities around the world have recently adopted or are considering a number of legislative and regulatory proposals concerning data protection. These legislative and regulatory proposals, if adopted, and the uncertain interpretations and application thereof could, in addition to the possibility of fines, result in an order requiring that we change our data practices and policies, which could have an adverse effect on our business and results of operations.
Failure to protect confidential information of buyers, merchants and our network against security breaches could damage our reputation and brand and substantially harm our business and results of operations.
A significant challenge to the e-commerce industry is the secure storage of confidential information and its secure transmission over public networks. A majority of the orders and the payments for products offered on our platform are made through our mobile app. In addition, all online payments for products sold on our platform are settled through third-party online payment services. Maintaining complete security on our platform and systems for the storage and transmission of confidential or private information, such as buyers’ personal information, payment-related information and transaction information, is essential to maintain consumer confidence in our platform and systems.
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We have adopted strict security policies and measures, including encryption technology, to protect our proprietary data and buyer information. However, advances in technology, the expertise of hackers, new discoveries in the field of cryptography or other events or developments could result in a compromise or breach of the technology that we use to protect confidential information. We may not be able to prevent third parties, especially hackers or other individuals or entities engaging in similar activities through viruses, Trojan horses, malicious software, break-ins, phishing attacks, third-party manipulation or security breaches, from illegally obtaining such confidential or private information we hold with respect to buyers and merchants on our platform. Such individuals or entities obtaining confidential or private information may further engage in various other illegal activities using such information. The methods used by hackers and others engaging in illegal online activities are increasingly more sophisticated and constantly evolving. Significant capital, managerial and other resources, including costs incurred to deploy additional personnel and develop network protection technologies, train employees, and engage third-party experts and consultants, may be required to ensure and enhance information security or to address the issues caused by such security failure.
In addition, we have limited control or influence over the security policies or measures adopted by third-party providers of online payment services through which some of our buyers may choose to make payment for purchases. Any negative publicity on our platform’s safety or privacy protection mechanisms and policies, and any claims asserted against us or fines imposed upon us as a result of actual or perceived failures, could have a material and adverse effect on our public image, reputation, financial condition and results of operations. Any compromise of our information security or the information security measures of our contracted third-party online payment service providers could have a material and adverse effect on our reputation, business, prospects, financial condition and results of operations.
We currently rely on commercial banks and third-party online payment service providers for payment processing and escrow services on our platform. If these payment services are restricted or curtailed in any way, are offered to us on less favorable terms, or become unavailable to us or our buyers for any reason, our business may be materially and adversely affected.
All online payments for products sold on our platform are settled through third-party online payment service providers. Our business depends on the billing, payment and escrow systems of these payment service providers to maintain accurate records of payments of sales proceeds by buyers and collect such payments. If the quality, utility, convenience or attractiveness of these payment processing and escrow services declines, or we have to change the pattern of using these payment services for any reason, the attractiveness of our platform could be materially and adversely affected.
Business involving online payment services is subject to a number of risks that could materially and adversely affect third-party online payment service providers’ ability to provide payment processing and escrow services to us, including:
| ● | dissatisfaction with these online payment services or decreased use of their services by buyers and merchants; |
| ● | increasing competition, including from other established Chinese internet companies, payment service providers and companies engaged in other financial technology services; |
| ● | changes to rules or practices applicable to payment systems that link to third-party online payment service providers; |
| ● | breach of buyers’ personal information and concerns over the use and security of information collected from buyers; |
| ● | service outages, system failures or failures to effectively scale the system to handle large and growing transaction volumes; |
| ● | increasing costs to third-party online payment service providers, including fees charged by banks to process transactions through online payment channels, which would also increase our costs of revenues; and |
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| ● | failure to manage funds accurately or loss of funds, whether due to employee fraud, security breaches, technical errors or otherwise. |
Certain commercial banks in China impose limits on the amounts that may be transferred by automated payment from buyers’ bank accounts to their linked accounts with third-party online payment services. We cannot predict whether these and any additional restrictions that could be put in place would have a material adverse effect on our platform.
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The commercial banks and third-party online payment service providers that we work with are subject to the supervision of the People’s Bank of China, or the PBOC. The PBOC may publish rules, guidelines and interpretations from time to time regulating the operation of financial institutions and payment service providers that may in turn affect the pattern of services provided by such entities for us. For example, in November 2017, the PBOC published a notice, or the PBOC Notice, on the investigation and administration of illegal offering of settlement services by financial institutions and third-party payment service providers to unlicensed entities. The PBOC Notice intended to prevent unlicensed entities from using licensed payment service providers as a conduit for conducting the unlicensed payment settlement services, so as to safeguard the fund security and information security. We believe that our pattern of receiving settlement services from third-party online payment service providers is not in violation of the PBOC Notice because the relevant commercial bank opens an internal special account to receive payment from the buyers and we will submit to the bank materials verifying the truthfulness of the relevant transactions and the bank will also verify other information if it deems necessary before it distributes the payment to merchants and us. However, we cannot assure you that the PBOC or other governmental authorities will holdtake the same view withas ours. If required by the PBOC or new legislation, our cooperative payment service providers will have to suspend their services or explore new models to offer their services to us, we may not be able to claim our ownership and exclusive control of the payments from the buyers in the bank accounts opened with the relevant commercial banks, and we may incur additional expenses or invest considerable resources in complying with the requirements. If the PBOC or other governmental authorities deem our cooperation with payment service providers to be violative of law, we may also have to suspend or terminate our cooperation with these payment service providers or explore new models for using their services, and our income derived from the accrued interests in the relevant bank accounts may be confiscated, and we may be subject to a fine of one to five times of such income.
We cannot assure you that we will be successful in entering and maintaining amicable relationships with these commercial banks and online payment service providers. Identifying, negotiating and maintaining relationships with these providers require significant time and resources. Our current agreements with these service providers also do not prohibit them from working with our competitors. They could choose to terminate their relationships with us or propose terms that we cannot accept. Moreover, we cannot guarantee that the terms we negotiated with these payment service providers, including the payment processing fee rates, will remain as favorable. If the terms with these payment service providers become less favorable to us, such as the increase of payment processing fee rate, we may have to raise the transaction services fees for certain of our merchants, which may cause us to lose merchants, or absorb the additional costs by ourselves, both of which may materially and adversely affect our business, financial condition and results of operations. Furthermore, these service providers may not perform as expected under our agreements with them, and we may have disagreements or disputes with such payment service providers, any of which could adversely affect our brand and reputation as well as our business operations.
We do not control Shanghai Fufeitong and the majority of its equity interests is indirectly controlled by our executive officers. If any conflict arises between us and Shanghai Fufeitong and cannot be resolved in our favor, our business, financial condition, results of operations and prospects may be materially and adversely affected.
In April 2020, Shanghai Xunmeng, a subsidiary of our VIE, entered into a business cooperation agreement with Shanghai Fufeitong Information Service Co., Ltd., or Shanghai Fufeitong, pursuant to which both parties agreed to conduct comprehensive business cooperation in payment services, technical resources and other related professional areas. As Shanghai Fufeitong is a company which Messrs. Lei Chen and Zhenwei Zheng, our executive officers, indirectly hold 50.01% of the equity interests in, the transaction constitutes our related party transaction. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Loan to Ningbo Hexin and Business Cooperation Agreement with Shanghai Fufeitong” for more details of the transactions.
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As Shanghai Fufeitong, which we do not have control over, also provides payment services to other parties from time to time, we cannot assure you that Shanghai Fufeitong’s transactions with other parties or its pursuit of opportunities and development would not conflict with our interests. There can be no assurance that Messrs. Lei Chen and Zhenwei Zheng, in light of their control over Shanghai Fufeitong, would act in favor of our interests if any conflict arises between us and Shanghai Fufeitong. If the conflict cannot be resolved in our favor, our business, financial condition, results of operations and prospects may be materially and adversely affected.
Moreover, due to our cooperation with Shanghai Fufeitong, any event that negatively affects Shanghai Fufeitong may also negatively affect the perception of our customers, merchants, regulators and other third parties on us and may further adversely and materially affect our reputation, business, results of operations and prospects.
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Any lack of additional requisite approvals, licenses or permits or failure to comply with any requirements of PRC laws, regulations and policies may materially and adversely affect our daily operations and hinder our growth.
Our business is subject to governmental supervision and regulation by the relevant PRC governmental authorities, including the Ministry of Commerce, or MOFCOM, the Ministry of Industry and Information Technology, or the MIIT, the National Radio and Television Administration, or the NRTA, and other governmental authorities in charge of the relevant categories of products sold by us. Together, these government authorities promulgate and enforce regulations that cover many aspects of the operation of online retailing and related business, including entry into this industry, the scope of permissible business activities, licenses and permits for various business activities, and foreign investment. We are required to hold a number of licenses and permits in connection with our business operation, including the ICP license and approvals for the establishment of foreign-invested enterprises engaging in the sale of goods over the internet. We have in the past held and currently hold all material licenses and permits described above and may apply for certain additional licenses with the government authorities in the future to maintain compliance especially when we take on new business activities. See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Relating to Foreign Investment” and “Item 4. Information on the Company—B. Business Overview—Regulation—Licenses, Permits and Filings.”
As of the date of this annual report, we have not been subject to material penalties or other material disciplinary action from the relevant governmental authorities regarding conducting our business without proper approvals, licenses and permits. However, we cannot assure you that we will not receive such notice of warning or be subject to penalties or other disciplinary actions in the future. As the online retail industry is still evolving in China, new laws and regulations may be adopted from time to time to require additional licenses and permits other than those we currently have, and to address new issues that arise from time to time. As a result, substantial uncertainties exist regarding the interpretation and implementation of current and any future PRC laws and regulations applicable to online retail and related businesses. If the PRC government considers us operating without proper approvals, licenses, filings, registrations or permits or promulgates new laws and regulations that require additional approvals, filings, registrations or licenses or impose additional restrictions on the operation of any part of our business, it has the power, among other things, to levy fines, confiscate our income, revoke our business licenses, and require us to discontinue our relevant business or impose restrictions on the affected portion of our business. Any of these and other regulatory actions by the PRC governmental authorities, including issuance of official notices, change of policies, promulgation of regulations and imposition of sanctions, may adversely affect our business and have a material and adverse effect on our results of operations. In addition, if we were to use new or additional domain names to conduct our business, we would have to apply for the same set of government authorizations or amend the current ones. There is no assurance that we will be able to complete such procedures timely.
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PRC laws and regulations may also require e-commerce platform operators to take measures to protect consumer rights. Failure to do so may subject the e-commerce platform operators to rectification requirements and penalties. Although we endeavor to comply with the relevant laws and regulations, there is no assurance that we can timely react to the evolving requirements. If the competent governmental authorities deem that we fail to meet such requirements, we may receive warnings, be ordered to make rectifications, or subject to other administrative sanctions and/or penalties that may have a material adverse effect on our reputation, business, financial condition and results of operations. For example,
On November 12, 2020, the NRTA issued the Circular on Strengthening the Administration of Livestreaming, or Notice 78. Pursuant to Notice 78, platforms that provide livestreaming must register their information and business operations. On April 23, 2021, seven PRC regulatory authorities jointly promulgated the Administrative Measures on Online Livestreaming Marketing (Trial), effective May 25, 2021, which requires livestreaming platforms to adopt measures to (i) intervene in January 2019,risky or illegal transactions by limiting traffic, suspending livestreaming or other methods, and (ii) prominently warn users of the risks involved in transactions conducted outside of the livestreaming platforms. As the livestreaming and e-commerce industries in China are still evolving rapidly, regulatory authorities may promulgate new laws and regulations from time to time to address new issues and regulate emerging activities. There also remains uncertainties in the interpretation and implementation of existing laws and regulations applicable to business activities in livestreaming and e-commerce. We cannot assure you that we were ordered bywill not be found in violation of any of the local regulatory authority to pay a fine of RMB30,000 for failure to comply with the legal requirements with respectlaws and regulations currently in effect due to the displayevolving interpretation and updateimplementation of individual merchants’ identitiesthese laws and full disclosureregulations.
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We are required by PRC laws and regulations to comply with labor laws and regulations and pay overtime compensation and various government statutory employee benefit plans, including medical insurance, maternity insurance, workplace injury insurance, unemployment insurance and pension benefits through a PRC government-mandated multi-employer defined contribution plan. The relevant government agencies may examine whether an employer has made adequate payments of the requisite statutory employee benefits, and those employers who fail to make adequate payments may be subject to late payment fees, fines and/or other penalties. If the relevant PRC authorities determine that we shall make supplemental contributions, that we are not in compliance with labor laws and regulations, or that we are subject to fines or other legal sanctions, such as order of timely rectification, our business, financial condition and results of operations may be adversely affected.
Pursuant to the Individual Income Tax Law of the PRC, as amended on August 31, 2018, which became effective on January 1, 2019, an individual’s taxable income shall be an amount equal to such individual’s total annual income less a general deductible of RMB60,000 and various special deductibles permitted under relevant laws. Determination and calculation of such special deductibles in accordance with relevant laws may result in an increase of our operating costs and expenses. However, as these laws and implementing rules were only recently promulgated and their interpretations have not been entirely settled yet, our determination and calculation of the special deductibles based on our understanding may be different from how the tax authorities or our employees would do. These differences may result in inquiries or reassessment by the tax authorities, as well as disputes with our employees.
We may increasingly become a target for public scrutiny, including complaints to regulatory agencies, negative media coverage, and public dissemination of malicious reports or accusations about our business, all of which could severely damage our reputation and materially and adversely affect our business and prospects.
We process an extremely large number of transactions on a daily basis on our platform, and the high volume of transactions taking place on our platform as well as publicity about our business create the possibility of heightened attention from the public, regulators and the media. Heightened regulatory and public concerns over consumer protection and consumer safety issues may subject us to additional legal and social responsibilities and increased scrutiny and negative publicity over these issues, due to the large number of transactions that take place on our platform and the increasing scope of our overall business operations. In addition, changes in our services or policies have resulted and could result in objections by members of the public, the traditional, new and social media, social network operators, merchants on our platform or others. From time to time, these objections or allegations, regardless of their veracity, may result in consumer dissatisfaction, public protests or negative publicity, which could result in government inquiry or substantial harm to our brand, reputation and operations.
Moreover, as our business expands and grows, both organically and through acquisitions of and investments in other businesses, domestically and internationally, we may be exposed to heightened public scrutiny in jurisdictions where we already operate as well as in new jurisdictions where we may operate. There is no assurance that we would not become a target for regulatory or public scrutiny in the future or that scrutiny and public exposure would not severely damage our reputation as well as our business and prospects.
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Furthermore, our brand name and our business may be harmed by aggressive marketing and communication strategies by third parties. We may be subject to government or regulatory investigation or third-party claims as a result and we may be required to spend significant time and incur substantial costs to react to and address these consequences. There is no assurance that we will be able to effectively refute each of the allegations within a reasonable period of time, or at all. Additionally, public allegations, directly or indirectly, against us or the merchants on our platform, may be posted on internet forums, blogs or websites by anyone on an anonymous basis. The availability of information on social media platforms is virtually immediate, as is its impact. Social media platforms may not necessarily filter or check the accuracy of information before publishing them and we are often afforded little or no time to respond. As a result, our reputation may be materially and adversely affected and our ability to attract and retain customers and maintain our market share and profitability may suffer.
Our online marketing services constitute internet advertisement, which subjects us to laws rules and regulations applicable to advertising.
We derive a significant amount of our revenues from online marketing services and other related services. In July 2016, the State Administration of Industry and Commerce of the PRC, or the SAIC, which has now been merged into the SAMR, promulgated the Interim Administrative Measures on Internet Advertising, or the Internet Advertising Measures, effective September 2016, pursuant to which internet advertisements are defined as any commercial advertising that directly or indirectly promotes goods or services through internet media in any form including paid-for search results. See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Relating to Internet Advertising Business.” Under the Internet Advertising Measures, our online marketing services and other related services constitute internet advertisement.
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PRC advertising laws rules and regulations require advertisers, advertising operators and advertising distributors to ensure that the content of the advertisements they prepare or distribute is fair and accurate and is in full compliance with applicable law. In 2019, 89.0% of ourWe currently generate revenues were derivedprimarily from online marketing services. Violation of these laws, rules or regulations may result in penalties, including fines, confiscation of advertising fees and orders to cease dissemination of the advertisements. In circumstances involving serious violations, the PRC government may suspend or revoke a violator’s business license or license for operating advertising business. In addition, the Internet Advertising Measures require paid-for search results to be distinguished from natural search results so that consumers will not be misled as to the nature of these search results. As such, we are obligated to distinguish from others the merchants who purchase online marketing and related services or the relevant listings by these merchants. Complying with these requirements and any penalties or fines for any failure to comply may significantly reduce the attractiveness of our platform and increase our costs and could have a material adverse effect on our business, financial condition and results of operations.
In addition, for advertising content related to specific types of products and services, advertisers, advertising operators and advertising distributors must confirm that the advertisers have obtained requisite government approvals, including the advertiser’s operating qualifications, proof of quality inspection of the advertised products, and, with respect to certain industries, government approval of the content of the advertisement and filing with the local authorities. Pursuant to the Internet Advertising Measures, we are required to take steps to monitor the content of advertisements displayed on our platforms. ThisComplying with PRC requirements on online advertising requires considerable resources and time, and could significantly affect the operation of our business, while at the same time also exposing us to increased liability under the relevant laws rules and regulations. The costs associated with complying with these laws rules and regulations, including any penalties or fines for our failure to so comply if required, could have a material adverse effect on our business, financial condition and results of operations. Any further change in the classification of our online marketing and other related services by the PRC government may also significantly disrupt our operations and materially and adversely affect our business and prospects.
In addition, the Chinese government may, from time to time, promulgate new advertising laws and regulations in the future to impose further requirements on online advertising services. For example, on November 26, 2021, the SAMR promulgated a draft of the Measures for the Administration of Internet Advertisements for public comment, which stipulates that the promotion of commodities or services in the form of paid listings on the Internet must be prominently identified as advertisements, among other heightened obligations. To the extent these measures are enacted into law, our costs of complying with and our potential liability under the relevant laws and regulations would increase, which may have a material adverse effect on our business, financial condition and results of operations.
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We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.
We cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate patents, copyrights or other intellectual property rights held by third parties. We have been, and from time to time in the future may be, subject to legal proceedings and claims relating to the intellectual property rights of others. In addition, there may be other third-party intellectual property that is infringed by products offered by our merchants and our services or other aspects of our business. There could also be existing patents of which we are not aware that our products may inadvertently infringe. We cannot assure you that holders of patents purportedly relating to some aspect of our technology platform or business, if any such holders exist, would not seek to enforce such patents against us in China, the United States or any other jurisdictions. Further, the application and interpretation of China’s patent laws and the procedures and standards for granting patents in China are still evolving and are uncertain, and we cannot assure you that PRC courts or regulatory authorities would agree with our analysis. If we are found to have violated the intellectual property rights of others, we may be subject to liability for our infringement activities or may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives of our own. In addition, we may incur significant expenses, and may be forced to divert management’s time and other resources from our business and operations to defend against these infringement claims, regardless of their merits. Successful infringement or licensing claims made against us may result in significant monetary liabilities and may materially disrupt our business and operations by restricting or prohibiting our use of the intellectual property in question. Finally, we use open sourceopen-source software in connection with our products and services. Companies that incorporate open sourceopen-source software into their products and services have, from time to time, faced claims challenging the ownership of open sourceopen-source software and compliance with open sourceopen-source license terms. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open sourceopen-source software or noncompliance with open sourceopen-source licensing terms. Some open sourceopen-source software licenses require users who distribute open sourceopen-source software as part of their software to publicly disclose all or part of the source code to such software and make available any derivative works of the open sourceopen-source code on unfavorable terms or at no cost. Any requirement to disclose our source code or pay damages for breach of contract could be harmful to our business, results of operations and financial condition.
We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.
We regard our trademarks, copyrights, patents, domain names, know-how, proprietary technologies, and similar intellectual property as critical to our success, and we rely on a combination of intellectual property laws and contractual arrangements, including confidentiality, invention assignment and non-compete agreements with our employees and others, to protect our proprietary rights. We are aware of certain copycat websites that attempt to cause confusion or diversion of traffic from us at the moment, against which we are considering initiating lawsuits, and we may continue to become an attractive target to such attacks in the future because of our brand recognition in the online retail industry in China. Despite these measures, any of our intellectual property rights could be challenged, invalidated, circumvented or misappropriated, or such intellectual property may not be sufficient to provide us with competitive advantages. In addition, there can be no assurance that (i) our application for registration of trademarks, patents, and other intellectual property rights will be approved, (ii) any intellectual property rights will be adequately protected, or (iii) such intellectual property rights will not be challenged by third parties or found by a judicial authority to be invalid or unenforceable. Further, because of the rapid pace of technological change in our industry, parts of our business rely on technologies developed or licensed by third parties, and we may not be able to obtain or continue to obtain licenses and technologies from these third parties at all or on reasonable terms.
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Confidentiality, invention assignment and non-compete agreements may be breached by counterparties, and there may not be adequate remedies available to us for any such breach. Accordingly, we may not be able to effectively protect our intellectual property rights or to enforce our contractual rights. Policing any unauthorized use of our intellectual property is difficult and costly and the steps we take may be inadequate to prevent the infringement or misappropriation of our intellectual property. In the event that we resort to litigation to enforce our intellectual property rights, such litigation could result in substantial costs and a diversion of our management and financial resources, and could put our intellectual property at risk of being invalidated or narrowed in scope. We can provide no assurance that we will prevail in such litigation, and even if we do prevail, we may not obtain a meaningful recovery. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors. Any failure in maintaining, protecting or enforcing our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.
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Tightening of tax compliance efforts that affect merchants on our platform could materially and adversely affect our business, financial condition and results of operations.
The e-commerce industry in China is still developing, and the PRC government may require e-commerce platform operators, such as our company, to assist in the collection of taxes with respect to income generated by merchants from transactions conducted on our platforms. Merchants operating businesses on our platform may be deficient in their tax registration. PRC tax authorities may enforce registration requirements that target these merchants on our platforms and may request our assistance in these efforts. As a result, these merchants may be subject to more stringent tax compliance requirements and liabilities and their business on our platforms could suffer or they could decide to terminate their relationship with us, which could in turn negatively affect us. According to the E-Commerce Law, the e-commerce platform operators shall submit the identity information and the information related to tax payment of the merchants on the platform to the tax authorities. We may also be requested by tax authorities to assist in the enforcement of tax regulations, such as disclosure of transaction records and bank account information of the merchants, and withholding against our merchants. If that occurs, we may lose existing merchants and potential merchants might not be willing to operate their business on our platforms. We may be subject to liabilities if we fail to cooperate with the relevant PRC tax authorities to assist in the enforcement as requested. Stricter tax enforcement by the PRC tax authorities may also reduce the activities by merchants on our platforms. Any of these results could have a material adverse effect on our business, financial condition and results of operations.
Our business may be subject to seasonal sales fluctuations which could result in volatility or have an adverse effect on the market price of our ADSs.
We experience seasonality in our business, reflecting a combination of seasonal fluctuations in internet usage and traditional retail seasonality patterns. For example, we generally experience less userbuyer traffic and purchase orders during the Chinese New Year holiday season in the first quarter of each year. Furthermore, online sales in China are significantlygenerally higher in the fourth quarter of each calendar year than in the preceding three quarters. Due to the foregoing factors, our financial condition and results of operations for future quarters may continue to fluctuate and our historical quarterly results may not be comparable to future quarters. Moreover, due to our limited operating history, the seasonal trends that we have experienced in the past may not apply to, or be indicative of, our future operating results. As a result, the trading price of our ADSs may fluctuate from time to time due to seasonality.
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We have granted and may continue to grant options and other types of awards under our share incentive plan,plans, which may result in increased share-based compensation expenses.
We adopted a global share incentive plan in 2015 (the "2015 Plan"“2015 Plan”) and a share incentive plan in 2018 ( the "2018 Plan"(the “2018 Plan”)for the purpose of granting share-based compensation awards to employees, directors and consultants to incentivize their performance and align their interests with ours. Under each of the share incentive plans, we are authorized to grant options and other types of awards. The maximum aggregate number of ordinary shares which may be issued pursuant to all awards under the 2015 Plan is 581,972,860 Class A ordinary shares, subject to adjustment and amendment, and the maximum aggregate number of shares which may be issued pursuant to all awards under the 2018 Plan was initially 363,130,400 Class A ordinary shares, plus an annual increase on the first day of each fiscal year of our company during the term of the 2018 Plan commencing with the fiscal year beginning January 1, 2019, by an amount equal to the lessor of (i) 1.0% of the total number of shares issued and outstanding on the last day of the immediately preceding fiscal year, and (ii) such number of shares as may be determined by our board of directors. AsIn March 2021, our board of December 31, 2019, optionsdirectors approved an amendment to purchase 581,972,860 Class A ordinary shares had been granted and outstanding under the 2015 Plan, and options to purchase 116,348,240 Class A ordinary shares and restricted share units representing 41,375,068 Class A ordinary shares had been granted and outstanding under the 2018 Plan each excluding awards that were forfeited or cancelled afterto increase the relevant grant dates. In addition, we granted 254,473,500 Class A ordinary shares inannual increase percentage from 1.0% to 3.0% effective from the second quarter of 2018 to a company controlled by our founder to reward himfiscal year beginning January 1, 2022. See “Item 6. Directors, Senior Management and Employees—B. Compensation” for his contributions to us.further details. We recognizerecognized substantial share-based compensation expenses in our consolidated financial statements in connection with these grants, and may continue to incur such expenses in the future.
We believe the granting of share-based compensation is of significant importance to our ability to attract and retain key personnel and employees, and we will continue to grant share-based compensation to employees in the future. As a result, our expenses associated with share-based compensation may increase, which may have an adverse effect on our results of operations. We may re-evaluate the vesting schedules, lock-up period, exercise price or other key terms applicable to the grants under our currently effective share incentive plans from time to time. If we choose to do so, our expenses associated with share-based compensation may increase, which may have an adverse effect on our results of operations.
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If we fail to implement and maintain an effective system of internal control over financial reporting, our ability to accurately and timely report our financial results or prevent fraud may be adversely affected, and investor confidence and the market price of our ADSs may be adversely impacted.
We are subject to the reporting requirements of the Exchange Act of 1934, or Exchange Act, the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley Act, and the rules and regulations of the Nasdaq Global Select Market. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. Commencing with our fiscal year endingended December 31, 2019, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting in our Form 20-F filing for that year, as required by Section 404 of the Sarbanes-Oxley Act .Act. In addition, as we have ceased to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting beginning with our annual report for the fiscal year endingended December 31, 2019.2020. Our management has concluded that our internal control over financial reporting was effective as of December 31, 2019.2021. See "Item“Item 15. Controls and Procedures.” If we fail to implement and maintain an effective system of internal control, we will not be able to conclude and our independent registered public accounting firm will not be able to report that we have effective internal control over financial reporting in accordance with the Sarbanes-Oxley Act in our future annual report on Form 20-F covering the fiscal year in which this failure occurs. Effective internal control over financial reporting is necessary for us to produce reliable financial reports. Any failure to maintain effective internal control over financial reporting could prevent us from identifying fraud and result in the loss of investor confidence in the reliability of our financial statements, which in turn could have a material and adverse effect on the trading price of our ADSs. Furthermore, we may need to incur additional costs and use additional management and other resources as our business and operations further expand or in an effort to remediate any significant control deficiencies that may be identified in the future.
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If we cannot obtain sufficient cash when we need it, we may not be able to meet our payment obligations under our convertible notes.
In September 2019, we issued US$1 billion in aggregate principal amount of convertible senior notes due 2024 which included the exercise in full by the initial purchasers of their option to purchase up to an additional US$125 million in aggregate principal amount of the notes.(the “2024 Notes”). The notes2024 Notes do not bear regular interest, and will mature on October 1, 2024.
In November 2020, we issued US$2 billion in aggregate principal amount of convertible senior notes due 2025 (the “2025 Notes”). The 2025 Notes do not bear regular interest, and will mature on December 1, 2025.
We may not have sufficient funds to fulfill our payment obligations under the notes.2024 Notes and the 2025 Notes, including to repay the 2024 Notes and/or the 2025 Notes upon maturity, to settle conversions of the 2024 Notes and/or the 2025 Notes in cash, to repurchase the 2024 Notes and/or the 2025 Notes upon a tax redemption or an optional redemption thereof or, at the holders’ election, upon a fundamental change (as defined in the terms of the 2024 Notes and the 2025 Notes, respectively) or on the specified dates set forth in the terms of the 2024 Notes and/or the 2025 Notes.
We derive most of our revenues from, and hold most of our assets through, our subsidiaries. As a result, we may rely in part upon distributions and advances from our subsidiaries in order to help us meet our payment obligations under the notes2024 Notes, the 2025 Notes and our other obligations. Our subsidiaries are distinct legal entities and do not have any obligation, legal or otherwise, to provide us with distributions or advances. We may face tax or other adverse consequences, or legal limitations, on our ability to obtain funds from these entities. In addition, our ability to obtain external financing in the future is subject to a variety of uncertainties, including:
| ● | our financial condition, results of operations and cash flows; |
| ● | general market conditions for financing activities by internet companies; and |
| ● | economic, political and other conditions in the PRC and elsewhere. |
If we are unable to obtain funding in a timely manner or on commercially acceptable terms, we may not be able to meet our payment obligations under our convertible notes,the 2024 Notes and/or the 2025 Notes, which in turn may constitute a default under the existing andand/or future agreements governing our indebtedness.
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Changes in U.S. and international trade policies, particularly with regard to China, may adversely impact our business and operating results.
The U.S. government has recently proposed, among other actions, imposing new or higher tariffs on specified products imported from China to penalize China for what it characterizes as unfair trade practices and China has responded by proposing new or higher tariffs on specified products imported from the United States. For example, in 2018, the United States announced three finalized tariffs that applied exclusively to products imported from China, totaling approximately US$250 billion, and in May 2019 the United States increased from 10% to 25% the rate of certain tariffs previously levied on Chinese products. Trade tension between China and the United States may intensify, and the United States may adopt even more drastic measures in the future. Although cross-border business may not be an area of our focus, if we plan to sell our products internationally in the future, any unfavorable government policies on international trade, such as capital controls or tariffs, may affect the demand for our products and services, impact the competitive position of our products or prevent us from being able to sell products in certain countries. If any new tariffs, legislation and/or regulations are implemented, or if existing trade agreements are renegotiated such changes could have an adverse effect on our business, financial condition, results of operations. In addition, future actions or escalations by either the United States or China that affect trade relations may cause global economic turmoil and potentially have a negative impact on our business.
In addition, recent economic and trade sanctions threatened and/or imposed by the U.S. government on a number of China-based technology companies have raised concerns as to whether, in the future, there may be additional regulatory challenges or enhanced restrictions involving other China-based technology companies in areas such as data security, information technology or other business activities. For instance, in May 2019, the U.S. government announced an order effectively barring American firms from selling components and software to a Chinese company and its affiliates. This restriction, and similarSimilar or more expansive restrictions that may be imposed by the U.S. or other jurisdictions in the future, may materially and adversely affect our ability to acquire technologies, systems or devices that may be important to our technology infrastructure, service offerings and business operations.
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We do not have any business insurance coverage.
The insurance industry in China is still at an early stage of development, and insurance companies in China currently offer limited business-related insurance products. We do not have any business liability or disruption insurance to cover our operations. We have determined that the costs of insuring for these risks and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. Any uninsured risks may result in substantial costs and the diversion of resources, which could adversely affect our results of operations and financial condition.
A severe or prolonged downturn in the global economy could materially and adversely affect our business and financial condition.
The COVID-19 pandemic has had a negativewidespread impact on the Chinese and the global economy in the first quarter ofsince 2020. Whether this will leadThe pandemic remains ongoing and continues to a prolonged downturn in the economyevolve, and its long-term impact on economic growth is still unknown. Even before the outbreak of COVID-19, the global macroeconomic environment iswas facing numerous challenges. There was considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies which had been adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States and China, even before 2020.China. The conflict in Ukraine and the imposition of broad economic sanctions on Russia could raise energy prices and disrupt global markets. Unrest, terrorist threats and the potential for war in the Middle East and elsewhere may increase market volatility across the globe. There have also been concerns about the relationship between China and other countries, including the surrounding Asian countries, which may potentially have economic effects. In particular, there is significant uncertainty about the future relationship between the United States and China with respect to trade policies, treaties, government regulations and tariffs. Any severe or prolonged slowdown in the global economy may materially and adversely affect our business, results of operations and financial condition.
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We and certain of our directors and officers have been named as defendants in several shareholder class action lawsuits, which could have a material adverse impact on our business, financial condition, results of operation, cash flows and reputation.
Between August and December 2018, several putative shareholder class action lawsuits have beenwere filed against us and certain of our directors and officers. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings” for more details. We are currently unable to estimate the potential loss, if any, associated with the resolution of the outstanding lawsuit, if it proceeds. We may continue to be a target for lawsuits in the future, including putative class action lawsuits brought by shareholders.shareholders and lawsuits arising from contractual disputes in the ordinary course of our business. There can be no assurance that we will be able to prevail in our defense or reverse any unfavorable judgment on appeal, and we may decide to settle lawsuits on unfavorable terms. Any adverse outcome of these cases, including any plaintiffs’ appeal of the judgment in these cases, could result in payments of substantial monetary damages or fines, or changes to our business practices, and thus have a material adverse effect on our business, financial condition, results of operation, cash flows and reputation. In addition, all or part of the defense costs, or any liabilities that may arise from these matters may not be covered by any insurance. The litigation process may utilize a significant portion of our cash resources and divert management’s attention from the day-to-day operations of our company, all of which could harm our business. We may also may be subject to claims for indemnification related to these matters, and we cannot predict the impact that indemnification claims may have on our business or financial results.
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We are a “controlled company” within the meaning of the Nasdaq Stock Market Rules and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.
We are a “controlled company” as defined under the Nasdaq Stock Market Rules because our founder, chairman of the board of directors and chief executive officer, Mr. Zheng Huang, owns more than 50% of our total voting power. For so long as we remain a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including an exemption from the rule that a majority of our board of directors must be independent directors or that we have to establish a nominating committee and a compensation committee composed entirely of independent directors. As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. We currently do not plan to rely on these exemptions.
Risks Related to Our Corporate Structure
If the PRC government finds that the agreementsarrangements that establish the structure for operating some of our operations in China do not comply with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.
Foreign ownership of certain parts of our businesses including value-added telecommunications services (“VATS”) is subject to restrictions under current PRC laws and regulations. For example, foreign investors are not allowed to own more than 50% of the equity interests in a value-added telecommunications service provider (excluding e-commerce)(except for e-commerce, domestic multi-party communications, storage and any such foreign investor must have experience in providing value-added telecommunications services overseasforwarding classes, and maintain a good track record.call centers).
We arePinduoduo Inc. is a Cayman Islands holding company and our PRC subsidiaries, namely our WFOEs, are considered foreign-invested enterprises. Accordingly, our WFOEs are not eligible to provide value-added telecommunications services. As a result, we conduct our operations in China through (i) our PRC subsidiaries, (ii) our VIE with which we have maintained contractual arrangements, and (iii) the subsidiaries of our VIE. In particular, we currently conduct our e-commerce business activities through Shanghai Xunmeng, a subsidiary of our VIE, which holds athe VATS License for (i) online data processing and transaction processing business (operating e-commerce), (ii) internet content-related services, (iii) domestic call center business, and (iv) information services. Shanghai Xunmeng is wholly owned by our VIE, namely Hangzhou Aimi, which has obtained a VATS License covering online data processing and transaction processing business (operating commerce, excluding internet finance and e-hailing services)e-commerce) and internet content-related services (excluding information search and inquiry services and real-time interactive information services).services. We, through Hangzhou Weimi, entered into a series of contractual arrangements, including a shareholders’ voting rights proxy agreement, equity pledge agreement, spousal consent letter, exclusive consulting and services agreement and exclusive option agreement, with Hangzhou Aimi, and its shareholders and, as applicable, their spouses, which enable us to (i) exercise effective control over our VIE, (ii) receive substantially all of the economic benefits of our VIE and its subsidiaries, and (iii) have an exclusive option to purchase all or part of the equity interests and assets in our VIE when and to the extent permitted by PRC law. As a result of these contractual arrangements, we have control over and are the primary beneficiary of our VIE and its subsidiaries and hence consolidate itstheir financial results and its subsidiary into our consolidated financial statements under U.S. GAAP. Our PRC subsidiaries contributed 40.7% of our revenues in 2021. Our VIE and its subsidiaries contributed 59.3% of our revenues in 2021. See “Item 4. Information on the Company—C. Organizational Structure” for further details.
In the opinion of our PRC legal counsel, (i) the ownership structures of our VIE in China and Hangzhou Weimi are not in violation of applicable PRC laws and regulations currently in effect; and (ii) the contractual arrangements between Hangzhou Weimi, our VIE and its shareholders governed by PRC law are legal, valid, binding and enforceable in accordance with its terms and applicable PRC laws.
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However, our PRC legal counsel has also advised us that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws regulations and rules.regulations. Accordingly, the PRC regulatory authorities may take a view that is contrary to the opinion of our PRC legal counsel. It is uncertain whether any new PRC laws or regulations relating to variable interest entity structures will be adopted or if adopted, what they would provide. The PRC government has broad discretion in determining rectifiable or punitive measures for non-compliance with or violations of PRC laws and regulations. If we, or our VIE or its subsidiaries are found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures, including:including, but not limited to:
| ● | revoking the business license and/or operating license of such entities; |
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| ● | discontinuing or placing restrictions or onerous conditions on our |
| ● | imposing fines, confiscating the income from Hangzhou Weimi, |
| ● | requiring us to restructure our ownership structure or operations, including terminating the contractual arrangements with our VIE and deregistering the equity pledges of our VIE, which in turn would affect our ability to consolidate, derive economic interests from, or exert effective control over our |
| ● | restricting or prohibiting our use of the proceeds of offshore financing to finance our business and operations in China. |
The imposition of any of thesethe penalties listed above would result in a material and adverse effect on our ability to conduct our business. We may not be able to repay the notes and other indebtedness, and our shares may decline in value or become worthless, if we are unable to assert our contractual control rights over our VIE and its subsidiaries. In addition, if the PRC government authorities were to find our legal structure and contractual arrangements to be in violation of PRC laws and regulations, it is unclear what impact the PRC government actions would have on us and on our ability to consolidate the financial results of our VIE and its subsidiaries in our consolidated financial statements, if the PRC government authorities were to find our legal structure and contractual arrangements to be in violation of PRC laws and regulations.statements. If the imposition of any of these government actions causes us to lose our right to direct the activities of our VIE and its subsidiaries or our right to receive substantially all the economic benefits and residual returns from our VIE and its subsidiaries and we are not able to restructure our ownership structure and operations in a satisfactory manner, we would no longer be able to consolidate the financial results of our VIE and its subsidiaries in our consolidated financial statements. Either of these results, or any other significant penalties that might be imposed on us in this event, would have a material adverse effect on our financial condition and results of operations.
We face uncertainties with respect to the implementation of the Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations.
On March 15, 2019, the National People’s CongressNPC approved the Foreign Investment Law, which has takentook effect on January 1, 2020 and replaced most of the Sino-Foreign Equity Joint Venture Enterprise Law, the Sino-Foreign Cooperative Joint Venture Enterprise Lawlaws and the Foreign Owned Enterprise Law, together with their implementation rules and ancillary regulations to become the legal foundation forpreviously governing foreign investment in the PRC. The Foreign Investment Law embodiesis the legislative efforts to unifyfoundation for regulating foreign investments in China. Subsequently, on December 26, 2019, the corporate legal requirements for both foreign and domestic investments. State Council promulgated the Implementation Regulations on the Foreign Investment Law, which came into effect on January 1, 2020.
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Under the Foreign Investment Law, “foreign investment” refers to the investment activities directly or indirectly conducted by foreign individuals, enterprises or other foreign entities in China. The Foreign Investment Law stipulates three forms of foreign investment, and does not explicitly stipulatebut is silent as to whether contractual arrangements asare a form of foreign investment. On December 26, 2019, the State Council promulgated the Implementation Regulations on the Foreign Investment Law, which came into effect on January 1, 2020. The Implementation Regulations on the Foreign Investment Law does not stipulateare also silent as to whether contractual arrangements should be deemed asto be a form of foreign investment. However, the definition of “foreign investment” under the Foreign Investment Law is broad and covers all activities whereby foreign investors invest in China, including investments made through “any other methods” under laws, administrative regulations, or provisions prescribed by the State Council. Before clarification or confirmation by future laws, administrative regulations or provisions promulgated by the State Council on the nature of contractual arrangements, there is no assurance that contractual arrangementarrangements would not be considered asto be foreign investment under the Foreign Investment Law. In addition, the Foreign Investment Law stipulates that activities constituting “foreign investment” includes foreign investors investing in China through “any other methods” under laws, administrative regulations, or provisions prescribed by the State Council. The State Council may in the future enact laws or issue administrative regulations or provisions to classify contractual arrangements as a form of foreign investment, at which time it would be uncertain as to regulation on suchhow contractual arrangements would be regulated and whether such contractual arrangements would be deemed to be in violation of the foreign investment restrictions. There is no guarantee that our contractual arrangements and our business will not be materially and adversely affected in the future due to changes in PRC laws and regulations. If future laws, administrative regulations or provisions prescribed by the State Council mandate further actions to be completed by companies with existing contractual arrangements, we may face substantial uncertainties as to the timely completion of such actions. Failure to take timely and appropriate measures to cope with any of these or similar regulatory compliance challenges could materially and adversely affect our current corporate structure and business operations.
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The rights and functions of the Pinduoduo Partnership, once effective, may impact your ability to appoint executive directors and nominate the chief executive officer of theour company, and the interests of the Pinduoduo Partnership may conflict with your interests.
Under our currently effective articles of association, the Pinduoduo Partnership, upon and for so long as certain conditions are satisfied, will be entitled to nominate two executive directors (if there are no more than 5five directors on the board of directors) or three executive directors (if there are more than 5five but no more than 9nine directors on the board of directors) and nominate the chief executive officer candidate of our company. Such executive director candidate duly nominated by the Pinduoduo Partnership shall be approved and appointed by our board of directors and serve as an executive director of our company until expiry of his or her terms (if any), removal by the Pinduoduo Partnership, the shareholders by an ordinary resolution or vacation of office if such executive director, among other things, resigns his office by notice in writing to the Companyus or dies or is found to be or becomes of unsound mind. The chief executive officer candidate nominated by the Pinduoduo Partnership shall stand for appointment by the nominating and corporate governance committee of the board of directors. If the candidate is not appointed by the nominating and corporate governance committee in accordance with the then effective articles of association of the company, the Pinduoduo Partnership may nominate a replacement nominee until the nominating and corporate governance committee appoints such nominee as chief executive officer, or if the nominating and corporate governance committee fails to appoint more than three candidates nominated by the Pinduoduo Partnership consecutively, the board of directors may then nominate and appoint any person to serve as theour chief executive officer of the Company in accordance with the then effective articles of association of the company. See “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management—Pinduoduo Partnership.” This governance structure and contractual arrangements will limit your ability to influence corporate matters, including the matters determined at the board level.
In addition, the interests of the Pinduoduo Partnership may not coincide with your interests, including certain managerial decisions such as partner compensation. For example, each year, once an aggregate bonus pool is approved by the board of directors, the partnership committee of the Pinduoduo Partnership will make further determinations as to, among other things, the allocation of the current bonus pool among all partners and these allocations may not be entirely aligned with the interest of shareholders who are not partners. Because the partners may be largely comprised of members of our management team, the Pinduoduo Partnership and its executive director nominees may focus on the operational and financial results that may differ from the expectations and desires of shareholders. To the extent that the interests of the Pinduoduo Partnership differ from your interests on certain matters, you may be disadvantaged.
We rely on contractual arrangements with our VIE and its shareholders for a large portion of our business operations, which may not be as effective as direct ownership in providing operational control.
Our VIE contributed 100%58.5%, 77.3%65.1% and 58.5%59.3% of our consolidated total revenues in 2017, 20182019, 2020 and 2019,2021, respectively. We have relied and expect to continue to rely on contractual arrangements with our VIE and its shareholders to conduct our business. For a description of these contractual arrangements, see “Item 4. Information on the Company—C. Organizational Structure.” These contractual arrangements may not be as effective as direct ownership in providing us with control over our VIE.VIE and its subsidiaries. For example, our VIE and its shareholders could breach their contractual arrangements with us by, among other things, failing to conduct their operations in an acceptable manner or taking other actions that are detrimental to our interests.
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If we had direct ownership of our VIE, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of our VIE, which in turn could implement changes, subject to any applicable fiduciary obligations, at the management and operational level. However, under the current contractual arrangements, we rely on the performance by our VIE and its shareholders of their obligations under the contracts to exercise control over our VIE.VIE and its subsidiaries. The shareholders of our consolidated VIE may not act in the best interests of our company or may not perform their obligations under these contracts. Such risks exist throughout the period in which we intend to operate certain portions of our business through the contractual arrangements with our VIE. If any dispute relating to these contracts remains unresolved, we will have to enforce our rights under these contracts through the operations of PRC law and arbitration, litigation and other legal proceedings and therefore will be subject to uncertainties in the PRC legal system. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—Any failure by our VIE or its shareholders to perform their obligations under our contractual arrangements with them would have a material and adverse effect on our business.” Therefore, our contractual arrangements with our VIE may not be as effective in ensuring our control over the relevant portion of our business operations as direct ownership would be.
Any failure by our VIE or its shareholders to perform their obligations under our contractual arrangements with them would have a material and adverse effect on our business.
We refer toAlthough the shareholders of our VIE as its nominee shareholders because although they remain the holders ofhold equity interests on record in each of our VIE, each such shareholder has irrevocably authorized Hangzhou Weimi to exercise his her or its rights as a shareholder of the relevantour VIE pursuant to the terms of the relevant shareholders’ voting rights proxy agreement. However, if our VIE or its shareholders fail to perform their respective obligations under the contractual arrangements, we may have to incur substantial costs and expend additional resources to enforce such arrangements. We may also have to rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, and claiming damages, which may not be effective under PRC law. For example, if the shareholders of our VIE refuse to transfer their equity interest in our VIE to us or our designee if we exercise the purchase option pursuant to these contractual arrangements, or if they otherwise act in bad faith toward us, then we may have to take legal actions to compel them to perform their contractual obligations.
All of the agreementsarrangements under our contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal system in the PRC is not as developed as in some other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Uncertainties with respect to the PRC legal system and changes in laws and regulations in China could adversely affect us.” Meanwhile, there are very few precedents and little formal guidance as to how contractual arrangements in the context of a VIE should be interpreted or enforced under PRC law. There remain significant uncertainties regarding the ultimate outcome of such arbitration should legal action become necessary. In addition, under PRC law, rulings by arbitrators are final, parties cannot appeal the arbitration results in courts, and if the losing parties fail to carry out the arbitration awards within a prescribed time limit, the prevailing parties may only enforce the arbitration awards in PRC courts through arbitration award recognition proceedings, which would require additional expenses and delay. In the event we are unable to enforce these contractual arrangements, or if we suffer significant delays or other obstacles in the process of enforcing these contractual arrangements, we may not be able to exert effective control over our VIE and its subsidiaries, and our ability to conduct our business may be negatively affected.
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The shareholders of our VIE may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.
Messrs. Lei Chen and Qin Sun are beneficiary owners of our company andJianchong Zhu hold 86.6% and 13.4% equity interests in our VIE, respectively. TheThey are employees of our company and have entered into a series of contractual arrangements with Hangzhou Weimi, pursuant to which we have control over and are considered the primary beneficiary of our VIE and its subsidiaries. These shareholders of our VIE may have potential conflicts of interest with us. See “Item 4. Information on the Company—C. Organizational Structure.” These shareholders may breach, or cause our VIE to breach, or refuse to renew, the existing contractual arrangements we have with them and our VIE, which would have a material and adverse effect on our ability to effectively control our VIE and its subsidiaries and receive economic benefits from it. For example, the shareholders may be able to cause our agreementsarrangements with our VIE to be performed in a manner adverse to us by, among other things, failing to remit payments due under the contractual arrangements to us on a timely basis. We cannot assure you that when conflicts of interest arise any or all of these shareholders will act in the best interests of our company or such conflicts will be resolved in our favor.
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Currently, we do not have any arrangements to address potential conflicts of interest between these shareholders and our company, except that we could exercise our purchase option under the exclusive option agreementsarrangements with these shareholders to request them to transfer all of their equity interests in theour VIE to a PRC entity or individual designated by us, to the extent permitted by PRC law. We also rely on these shareholders to abide by the laws of the Cayman Islands, which provide that directors and officers owe a fiduciary duty to the company that requires them to act in good faith and in what they believe to be the best interests of the company and not to use their position for personal gains. The shareholders of our VIE have executed shareholders’ voting rights proxy agreement to appoint Hangzhou Weimi or a person designated by Hangzhou Weimi to vote on their behalf and exercise voting rights as shareholders of our VIE. If we cannot resolve any conflict of interest or dispute between us and the shareholders of our variable interest entities,VIE, we would have to rely on legal proceedings, which could result in disruption of our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings.
The shareholders of our VIE may be involved in personal disputes with third parties or other incidents that may have an adverse effect on their respective equity interests in the relevantour VIE and the validity or enforceability of our contractual arrangements with the relevant entity and its shareholders. For example, in the event that any of the shareholders of our VIE divorces his spouse, the spouse may claim that the equity interest of the relevantour VIE held by such shareholder is part of their community property and should be divided between such shareholder and his spouse. If such claim is supported by the court, the relevant equity interest may be obtained by the shareholder’s spouse or another third party who is not subject to obligations under our contractual arrangements, which could result in a loss of the effective control over the relevantour VIE and its subsidiaries by us. Similarly, if any of the equity interests of our VIE is inherited by a third party with whom the current contractual arrangements are not binding, we could lose our control over the relevantour VIE and its subsidiaries or have to maintain such control by incurring unpredictable costs, which could cause significant disruption to our business and operations and harm our financial condition and results of operations.
Although under our current contractual arrangements, (i) to the extent applicable, the spouse of each of the shareholders of our VIE has executed a spousal consent letter, under which the spouse agrees that she will not to raise any claimsclaim against the equity interest, and willto take every action to ensure the performance of the contractual arrangements, and (ii) it is expressly provided that the rights and obligations under the contractual agreementsarrangements shall be equally effective and binding on the heirs and successors of the parties thereto, or that our VIE shall not assign or delegate its rights and obligations under the contractual agreementsarrangements to third parties without our prior consent, we cannot assure you that these undertakings and arrangements will be complied with or effectively enforced. In the case any of them is breached or becomes unenforceable and leads to legal proceedings, it could disrupt our business, distract our management’s attention and subject us to substantial uncertainties as to the outcome of any such legal proceedings.
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Contractual arrangements in relation to our VIE may be subject to scrutiny by the PRC tax authorities and they may determine that we, or our VIE or its subsidiaries owes additional taxes, which could negatively affect our financial condition and the value of your investment.
Under applicable PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities. We could face material and adverse tax consequences if the PRC tax authorities determine that the VIE contractual arrangements were not entered into on an arm’s length basis in such a way as to result in an impermissible reduction in taxes under applicable PRC laws rules and regulations, and adjust the income of our VIE in the form of a transfer pricing adjustment. A transfer pricing adjustment could, among other things, result in a reduction of expense deductions recorded by our VIE for PRC tax purposes, which could in turn increase its tax liabilities without reducing Hangzhou Weimi’s tax expenses. In addition, the PRC tax authorities may impose late payment fees and other penalties on our VIE for the adjusted but unpaid taxes according to the applicable regulations. Our financial position could be materially and adversely affected if our VIE’s tax liabilities increase or if it is required to pay late payment fees and other penalties.
We may lose the ability to use and enjoy assets held by our VIE that are material to the operation of certain portion of our business if theour VIE goes bankrupt or become subject to a dissolution or liquidation proceeding.
As part of our contractual arrangements with our VIE, our VIE and its subsidiaries hold certain assets that are material to the operation of certain portion of our business, including intellectual property and premise and VATS licenses. If our VIE goes bankrupt and all or part of its assets become subject to liens or rights of third-party creditors, we may be unable to continue some or all of our business activities, which could materially and adversely affect our business, financial condition and results of operations. Under the contractual arrangements, our VIE may not, in any manner, sell, transfer, mortgage or dispose of their assets or legal or beneficial interests in the business without our prior consent. If our VIE undergoes a voluntary or involuntary liquidation proceeding, independent third-party creditors may claim rights to some or all of these assets, thereby hindering our ability to operate our business, which could materially and adversely affect our business, financial condition and results of operations.
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If the chops of our PRC subsidiaries and our VIE are not kept safely, are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance of these entities could be severely and adversely compromised.
In China, a company chop or seal serves as the legal representation of the company towards third parties even when unaccompanied by a signature. Each legally registered company in China is required to maintain a company chop, which must be registered with the local Public Security Bureau. In addition to this mandatory company chop, companies may have several other chops which can be used for specific purposes. The chops of our PRC subsidiaries and our VIE are generally held securely by personnel designated or approved by us in accordance with our internal control procedures. To the extent those chops are not kept safely, are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance of these entities could be severely and adversely compromised and those corporate entities may be bound to abide by the terms of any documents so chopped, even if they were chopped by an individual who lacked the requisite power and authority to do so. In addition, if the chops are misused by unauthorized persons, we could experience disruption to our normal business operations. We may have to take corporate or legal action, which could involve significant time and resources to resolve while distracting management from our operations.
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Risks Related to Doing Business in China
Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations.
Substantially all of our assets and operations are located in China. Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and social conditions in China generally. The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies.
The Chinese government also exercises significant control over China’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.
While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy, and the rate of growth has been slowing since 2012.2012, and the impact of COVID-19 on the Chinese economy in 2020 was severe. According to the National Bureau of Statistics of China, China’s real GDP growth rate was 6.9%6.0%, 2.3% and 8.1% in 2017, which slowed to 6.7% in 2018,2019, 2020 and further slowed to 6.1% in 2019.2021, respectively. There have also been concerns about the relationships among China and other Asian countries, the relationship between China and the United States, as well as the relationship between the United States and certain Asian countries such as North Korea, which may result in or intensify potential conflicts in relation to territorial, regional security and trade disputes. Any adverse changes in economic conditions in China, in the policies of the Chinese government or in the laws and regulations in China could have a material adverse effect on the overall economic growth of China. Such developments could adversely affect our business and operating results, lead to reduction in demand for our services and adversely affect our competitive position. Any disruptions or continuing or worsening slowdown could significantly reduce domestic commerce activities in China, which could lead to significant reduction in merchants’ demand for and spending on the various services we offer. An economic downturn, whether actual or perceived, a further decrease in economic growth rates or an otherwise uncertain economic outlook in China could have a material adverse effect on business and consumer spending and, as a result, adversely affect our business, financial condition and results of operations. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. The growth rate of the Chinese economy has gradually slowed since 2010, and is likely to adversely affected by outbreak of COVID-19 in 2020. Any prolonged slowdown in the Chinese economy may reduce the demand for our services and materially and adversely affect our business and results of operations.
In addition, because we hold a significant amount of cash and cash equivalents and short-term investments, if financial institutions and issuers of financial instruments that we hold become insolvent or if the market for these financial instruments become illiquid as a result of a severe economic downturn, our business and financial condition could be materially and adversely affected.
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Uncertainties with respect to the PRC legal system and changes in laws and regulations in China could adversely affect us.
We conduct our business primarily through our PRC subsidiaries and our VIE and one of its subsidiaries in China. Our operations in China are governed by PRC laws and regulations. Our PRC subsidiaries are subject to laws and regulations applicable to foreign investment in China. The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value. In addition, any new or changes in PRC laws and regulations related to foreign investment in China could affect the business environment and our ability to operate our business in China.
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From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. Any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and managementmanagement’s attention. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. These uncertainties may impede our ability to enforce the contracts we have entered into and could materially and adversely affect our business and results of operations.
Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may have retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until sometime after the violation. Such unpredictability towards our contractual, property and procedural rights could adversely affect our business and impede our ability to continue our operations.
We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related businesses and companies, and any lack of requisite approvals, licenses or permits applicable to our business may have a material adverse effect on our business and results of operations.
The PRC government extensively regulates the internet industry, including foreign ownership of, and the licensing and permit requirements pertaining to, companies in the internet industry. These internet-related laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainties.evolving. As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be in violation of applicable laws and regulations.
We only have contractual control over our Pinduoduo mobile app. We do not directly own the mobile app due to the restrictions on foreign investment in businesses providing value-added telecommunications services in China, including e-commerce services and internet content-related services. This may significantly disrupt our business, subject us to sanctions, compromise enforceability of related contractual arrangements, or have other harmful effects on us.
The evolving PRC regulatory system for the internet industry may lead to the establishment of new regulatory agencies. For example, in May 2011, the State Council announced the establishment of the State Internet Information Office (with the involvement of the State Council Information Office, the MIIT and the Ministry of Public Security)MPS). The primary role of the State Internet Information Office is to facilitate the policy-making and legislative development in this field, to direct and coordinate with the relevant departments in connection with online content administration and to deal with cross-ministry regulatory matters in relation to the internet industry.
The Circular on Strengthening the Administration of Foreign Investment in and Operation of Value-added Telecommunications Business, issued by the MIIT in July 2006, prohibits domestic telecommunications service providers from leasing, transferring or selling telecommunications business operating licensesVATS Licenses to any foreign investor in any form, or providing any resources, sites or facilities to any foreign investor for their illegal operation of a telecommunications business in China. According to this circular, either the holder of a value-added telecommunications services operation permit or its shareholders must directly own the domain names and trademarks used by such license holders in their provision of value-added telecommunications services. The circular also requires each license holder to have the necessary facilities, including servers, for its approved business operations and to maintain such facilities in the regions covered by its license. Shanghai Xunmeng owns the relevant domain names and trademarks in connection with our online platform and has the necessary personnel to operate our online platform.
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The interpretation and application of existing PRC laws, regulations and policies and possible new laws, regulations or policies relating to the internet industry have created substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of, internet businesses in China, including our business. We cannot assure you that we have obtained all the permits or licenses required for conducting our business in China or will be able to maintain our existing licenses or obtain new ones. If the PRC government considers that we were operating without the proper approvals, licenses or permits or promulgates new laws and regulations that require additional approvals or licenses or imposes additional restrictions on the operation of any part of our business, it has the power, among other things, to levy fines, confiscate our income, revoke our business licenses, and require us to discontinue our relevant business or impose restrictions on the affected portion of our business. Any of these actions by the PRC government may have a material adverse effect on our business and results of operations.
The PRC government’s significant oversight and discretion over our business operations could result in a material change in our operations and the value of our ADSs.
We conduct our business primarily in China. Our operations in China are governed by PRC laws and regulations. The PRC government has significant oversight and discretion over the conduct of our business. The PRC government has released regulations and policies that have significantly impacted various industries in general and specific operators within such industries, and may in the future release new regulations or policies that could intervene in or influence our operations or the industry sectors in which we operate. The PRC government may also require us to obtain new permits or approvals to continue our operations. If we fail to comply with these regulations, policies or requirements, it could result in a material change in our operations or the value of our ADSs. Therefore, investors of our company and our business face uncertainty from potential actions taken by regulators that may affect our business.
Discontinuation of any preferential tax treatments or imposition of any additional taxes could adversely affect our financial condition and results of operations.
Each of Shanghai Xunmeng a subsidiaryand Walnut Street (Shanghai) Information Technology Co., Ltd. (formerly known as Shanghai Pinduoduo Network Technology Co., Ltd.), or Walnut Shanghai, one of our VIE,PRC subsidiaries, was recognized as a “high and new technology enterprise” in November 2018 and wasis eligible for a preferential corporate income tax rate of 15% from 2018 to 2020. In April 2018,until 2023. Shenzhen Qianhai Xinzhijiang Information Technology Co., Ltd., a subsidiaryor Xinzhijiang, one of ours locatedour PRC subsidiaries in Qianhai District, Shenzhen, Guangdong Province, wasis also eligible for a preferential corporate income tax rate of 15% and has been applying suchuntil 2025. These preferential tax rate since then. The preferential tax rate is available from 2014 to 2020 and is awarded to companies located in Qianhai District that operate in certain encouraged industries. Government subsidies and preferentialcorporate income tax treatments are subject to discretionsthe discretion of the relevant governmental authorities and our eligibility for them are therefore out of our control. Discontinuationauthorities. The discontinuation of any preferential tax treatments or the imposition of any additional taxes could adversely affect our financial condition and results of operations.
You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us or our management named in the annual report based on foreign laws.
We are an exempted company incorporated under the laws of the Cayman Islands, we conduct substantially all of our operations in China and substantially all of our assets are located in China. In addition, allmost of our senior executivedirectors and officers reside within China for a significant portion of the time and most are PRC nationals. As a result, it may be difficult for you to effect service of process upon us or those persons inside mainland China. It may also be difficult for you to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors as most of our current directors and officers are nationals and residents of countries other than the United States and substantially all of the assets of these persons are located outside the United States. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the PRC would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state.
The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other forms of written arrangement with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States.
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We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.
We are a Cayman Islands holding company and we rely principally on dividends and other distributions on equity from our PRC subsidiaries for our cash requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders for services of any debt we may incur. If any of our PRC subsidiaries incur debt on its own behalf, in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. Under PRC laws and regulations, our PRC subsidiaries, each of which is a wholly foreign-owned enterprise may pay dividends only out of its respective accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, a wholly foreign-owned enterprise is required to set aside at least 10% of its after-tax profits each year, if any, to fund a certain statutory reserve fund, until the aggregate amount of such fund reaches 50% of its registered capital. At its discretion, a wholly foreign-owned enterprise may allocate a portion of its after-tax profits based on PRC accounting standards to a staff welfare and bonus fund. These reserve fund and staff welfare and bonus fund cannot be distributed to us as dividends.
Our PRC subsidiaries generate primarily all of their revenue in Renminbi, which is not freely convertible into other currencies. As result, any restriction on currency exchange may limit the ability of our PRC subsidiaries to use their Renminbi revenues to pay dividends to us.
The PRC government may continue to strengthen its capital controls, and more restrictions and substantial vetting process may be put forward by SAFE for cross-border transactions falling under both the current account and the capital account. Any limitation on the ability of our PRC subsidiaries to pay dividends or make other kinds of payments to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.
In addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax rate of up to 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC-resident enterprises are incorporated.
PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of our offshore financing to make loans or additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.
We are an offshore holding company conducting our operations in China. We may make loans to our PRC subsidiaries and our VIE subject to the approval, registration, and filing with governmental authorities and limitation of amount, or we may make additional capital contributions to our wholly foreign-owned subsidiaries in China. Any loans to our wholly foreign-owned subsidiaries in China, which are treated as foreign-invested enterprises under PRC law, are subject to foreign exchange loan registrations. In addition, a foreign invested enterprise shall use its capital pursuant to the principle of authenticity and self-use within its business scope. The capital of a foreign invested enterprise shall not be used for the following purposes: (i) directly or indirectly used for payment beyond the business scope of the enterprises or the payment prohibited by relevant laws and regulations; (ii) directly or indirectly used for investment in securities or investments other than banks’ principal-secured products unless otherwise provided by relevant laws and regulations; (iii) the granting of loans to non-affiliated enterprises, except where it is expressly permitted in the business license; and (iv) paying the expenses related to the purchase of real estate that is not for self-use (except for the foreign-invested real estate enterprises).
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In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals or filings on a timely basis, if at all, with respect to future loans by us to our PRC subsidiarysubsidiaries or our VIE or with respect to future capital contributions by us to our PRC subsidiary.subsidiaries. If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds from our offshore financing and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.
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Fluctuations in exchange rates could have a material and adverse effect on our results of operations and the value of your investment.
The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the People’s Bank of China. The Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. The value of Renminbi against the U.S. dollar and other currencies is affected by changes in China’s political and economic conditions and by China’s foreign exchange policies, among other things. We cannot assure you that Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between Renminbi and the U.S. dollar in the future.
Any significant appreciation or depreciation of Renminbi may materially and adversely affect our revenues, earnings and financial position, and the value of, and any dividends payable on, our ADSs in U.S. dollars. For example, to the extent that we need to convert U.S. dollars we receive from our initial public offerings,offering, follow-on offeringofferings or convertible senior notes offeringofferings into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive from the conversion. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs, payments when due on the 2024 Notes or the 2025 Notes, or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount available to us.
Very limited hedging options are available in China to reduce our exposure to exchange rate fluctuations. As of December 31, 2019,2021, we havehad not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert Renminbi into foreign currency. As a result, fluctuations in exchange rates may have a material adverse effect on your investment.
Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.
The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our revenues in Renminbi. Under our current corporate structure, our Cayman Islands holding company primarily relies on dividend payments from our PRC subsidiarysubsidiaries to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, without prior approval of SAFE, cash generated from the operations of our PRC subsidiarysubsidiaries in China may be used to pay dividends to our company. However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, we need to obtain SAFE approval to use cash generated from the operations of our PRC subsidiarysubsidiaries and our VIE to pay off their respective debt in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi.
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In light of the flood of capital outflows from China, the PRC government may from time to time impose more restrictive foreign exchange policies and step up scrutiny of major outbound capital movement. More restrictions and substantial vetting process may be required by SAFE or other government authorities to regulate cross-border transactions falling under the capital account. The PRC government may at its discretion restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of our ADSs.
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Certain PRC regulations may make it more difficult for us to pursue growth through acquisitions.
Among other things, the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex. Such regulation requires,The M&A Rules require, among other things, that MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor acquires control of a PRC domestic enterprise and involves any of the following circumstances: (i) anyan important industry is concerned, (ii) suchthe transaction involves factors that impact or may impact national economic security, or (iii) suchthe transaction will lead to a change in control of a domestic enterprise which holds a famous trademark or PRC time-honored brand. Moreover,The M&A Rules also require that, in accordance with the Anti-MonopolyAnti-monopoly Law promulgated by the Standing Committee of the NPC, which became effective in 2008, requires that transactionsany merger and acquisitions of domestic enterprises by foreign investors which are deemed concentrations and involve parties with specified turnover thresholds must be cleared by MOFCOM before they can be completed. In addition, PRC national security review rules that became effective in September 2011 require acquisitions by foreign investors of PRC companies engaged in military related or certain other industries that are crucial to national security be subject to security review before consummation of any such acquisition. We may pursue potential strategic acquisitions that are complementary to our business and operations. Complying with the requirements of these regulations to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval or clearance from MOFCOM, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.
We are subject to anti-monopoly laws and regulations with respect to investments in or by us. According to the Anti-monopoly Law, companies conducting certain investments and acquisitions relating to businesses in China as described under the Anti-monopoly Law must file a notification with the PRC regulator in advance. Furthermore, in February 2021, the Anti-monopoly Committee of the State Council published the Anti-monopoly Guidelines for the Platform Economy Sector and included concentrations involving companies with VIE structure within the ambit of the SAMR’s merger control review, if certain reporting thresholds are met. Any failure or perceived failure to comply with the relevant anti-monopoly laws and guidelines relating to investments in or by us may result in governmental investigations or enforcement actions, litigations or claims against us and could have an adverse effect on our business, financial condition and results of operations.
PRC regulations relating to offshore investment activities by PRC residents may limit our PRC subsidiaries’ ability to change their registered capital or distribute profits to us or otherwise expose us or our PRC resident beneficial owners to liability and penalties under PRC laws.
In July 2014, SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment Through Special Purpose Vehicles, or SAFE Circular 37. SAFE Circular 37 requires PRC residents (including PRC individuals and PRC corporate entities as well as foreign individuals that are deemed as PRC residents for foreign exchange administration purpose) to register with SAFE or its local branches in connection with their direct or indirect offshore investment activities. SAFE Circular 37 further requires amendment to the SAFE registrations in the event of any changes with respect to the basic information of the offshore special purpose vehicle, such as change of a PRC individual shareholder, name and operation term, or any significant changes with respect to the offshore special purpose vehicle, such as increase or decrease of capital contribution, share transfer or exchange, or mergers or divisions. SAFE Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we make in the future.
If our shareholders who are PRC residents fail to make the required registration or to update the previously filed registration, our PRC subsidiaries may be prohibited from distributing their profits or the proceeds from any capital reduction, share transfer or liquidation to us, and we may also be prohibited from making additional capital contributions into our PRC subsidiaries. In February 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or SAFE Notice 13, effective June 2015. Under SAFE Notice 13, applications for foreign exchange registration of inbound foreign direct investments and outbound overseas direct investments, including those required under SAFE Circular 37, will be filed with qualified banks instead of SAFE. The qualified banks will directly examine the applications and accept registrations under the supervision of SAFE.
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All of our shareholders who we are aware of being subject to the SAFE regulations have completed the initial registrations with the local SAFE branch or qualified banks as required by SAFE Circular 37. However, we may not be informed of the identities of all the PRC residents holding direct or indirect interest in our company, and we cannot provide any assurance that these PRC residents will comply with our request to make or obtain any applicable registrations or continuously comply with all requirements under SAFE Circular No. 37 or other related rules. The failure or inability of the relevant shareholders to comply with the registration procedures set forth in these regulations may subject us to fines and legal sanctions, such as restrictions on our cross-border investment activities, on the ability of our wholly foreign-owned subsidiaries in China to distribute dividends and the proceeds from any reduction in capital, share transfer or liquidation to us. Moreover, failure to comply with the various foreign exchange registration requirements described above could result in liability under PRC law for circumventing applicable foreign exchange restrictions. As a result, our business operations and our ability to distribute profits to you could be materially and adversely affected.
Any failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.
In February 2012, SAFE promulgated the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company, replacing earlier rules promulgated in 2007. Pursuant to these rules, PRC citizens and non-PRC citizens who reside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiaries of such overseas-listed company, and complete certain other procedures. In addition, an overseas-entrusted institution must be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests. We and our executive officers and other employees who are PRC citizens or who reside in the PRC for a continuous period of not less than one year and who have been granted options are subject to these regulations as our company is an overseas-listed company. Failure to complete SAFE registrations may subject them to fines of up to RMB300,000 for entities and up to RMB50,000 for individuals, and legal sanctions and may also limit our ability to contribute additional capital into our PRC subsidiarysubsidiaries and limit our PRC subsidiary’ssubsidiaries’ ability to distribute dividends to us. We also face regulatory uncertainties that could restrict our ability to adopt additional incentive plans for our directors, executive officers and employees under PRC law. See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Relating to Foreign Exchange—Regulations on Stock Incentive Plans.”
In addition, the State Administration of Taxation, or SAT has issued certain circulars concerning employee share options and restricted shares. Under these circulars, our employees working in China who exercise share options or are granted restricted shares will be subject to PRC individual income tax. Our PRC subsidiaries have obligations to file documents related to employee share options or restricted shares with relevant tax authorities and to withhold individual income taxes of those employees who exercise their share options. If our employees fail to pay or we fail to withhold their income taxes according to relevant laws and regulations, we may face sanctions imposed by the tax authorities or other PRC government authorities. See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Relating to Foreign Exchange—Regulations on Stock Incentive Plans.”
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CertainOur use of our leasehold interests insome leased properties have not been registered with the relevant PRCcould be challenged by third parties or government authorities, as required by PRC law, which may expose uscause interruptions to potential fines.our business operations.
Certain of our leasehold interests in leased properties have not been registered with the relevant PRC government authorities as required by PRC law, which may expose us to potential fines if we fail to remediate after receiving any notice from the relevant PRC government authorities. In case of failure to register or file a lease, the parties to the unregistered lease may be ordered to make rectifications (which would involve registering such leaseslease with the relevant authority) before being subject to penalties. The penalty ranges from RMB1,000 to RMB10,000 for each unregistered lease, at the discretion of the relevant authority. The law is not clear as to which of the parties, the lessor or the lessee, is liable for the failure to register the lease. Although we have proactively requested that the applicable lessors complete or cooperate with us to complete the registration in a timely manner, we are unable to control whether and when such lessors will do so. In the event that a fine or a portion thereof is imposed on both the lessor and lessee, and if we are unable to recover from the lessor any fine paid by us, such fine will be borne by us. Moreover, certain lessors have not provided us with valid ownership certificates or authorization of sublease for our leased properties. As a result, there is a risk that these lessors may not have the right to lease such properties to us, in which case the relevant lease agreements may be deemed invalid or we may face challenges from the property owners or other third parties regarding our right to occupy the premises. We are not aware of any actions, claims or investigations being initiated by third parties or competent governmental authorities with respect to the defects in our leased real properties. However, if we are unable to continue our operations on the current premises and cannot find a suitable replacement in a timely manner, our business, results of operations and financial condition could be materially and adversely affected.
If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or ADS holders.
Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with “de facto management body” within the PRC is considered a “resident enterprise” and will be subject to the enterprise income tax on its global income at the rate of 25%. The implementation rules define the term “de facto management body” as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise. In 2009, the State Administration of Taxation, or SAT issued a circular, known as SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect SAT’s general position on how the “de facto management body” text should be applied in determining the tax resident status of all offshore enterprises. According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.
We believe that we are not a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” If the PRC tax authorities determine that we are a PRC resident enterprise for enterprise income tax purposes, we could be subject to PRC tax at a rate of 25% on our worldwide income, which could materially reduce our net income, and we may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident enterprises, including the holders of our ADSs. In addition, non-resident enterprise shareholders (including our ADS holders) may be subject to PRC tax on gains realized on the sale or other disposition of ADSs or ordinary shares, if such income is treated as sourced from within the PRC. Furthermore, if we are deemed a PRC resident enterprise, dividends payable to our non-PRC individual shareholders (including our ADS holders) and any gain realized on the transfer of ADSs or ordinary shares by such shareholders may be subject to PRC tax at a rate of 10% in the case of non-PRC enterprises or a rate of 20% in the case of non-PRC individuals unless a reduced rate is available under an applicable tax treaty. It is unclear whether non-PRC shareholders of our company would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in the ADSs or ordinary shares.
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We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.
Pursuant to the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or SAT Circular 698, issued by SAT in 2009 with retroactive effect from January 1, 2008, where a non-resident enterprise transfers the equity interests of a PRC resident enterprise indirectly by disposition of the equity interests of an overseas holding company, or an Indirect Transfer, and such overseas holding company is located in a tax jurisdiction that: (i) has an effective tax rate less than 12.5% or (ii) does not tax foreign income of its residents, the non-resident enterprise, being the transferor, shall report to the competent tax authority of the PRC resident enterprise this Indirect Transfer.
In February 2015, SAT issued a Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties by Non-Tax Resident Enterprises, or SAT Circular 7. SAT Circular 7 supersedes the rules with respect to the Indirect Transfer under SAT Circular 698, but does not touch upon the other provisions of SAT Circular 698, which remain in force. SAT Circular 7 has introduced a new tax regime that is significantly different from the previous one under SAT Circular 698. SAT Circular 7 extends its tax jurisdiction to not only Indirect Transfers set forth under SAT Circular 698 but also transactions involving transfer of other taxable assets through offshore transfer of a foreign intermediate holding company. In addition, SAT Circular 7 provides clearer criteria than SAT Circular 698 for assessment of reasonable commercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. SAT Circular 7 also brings challenges to both foreign transferor and transferee (or other person who is obligated to pay for the transfer) of taxable assets. Where a non-resident enterprise transfers taxable assets indirectly by disposing of the equity interests of an overseas holding company, which is an Indirect Transfer, the non-resident enterprise as either transferor or transferee, or the PRC entity that directly owns the taxable assets, may report such Indirect Transfer to the relevant tax authority. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.
In October 2017, SAT issued an Announcement on Issues Relating to Withholding at Source of Income Tax of Non-resident Enterprises, or SAT Circular 37. Effective December 2017, SAT Circular 37, among others, repealed the Circular 698 and amended certain provisions in SAT Circular 7. According to SAT Circular 37, where the non-resident enterprise fails to declare the tax payable pursuant to Article 39 of the Enterprise Income Tax, the tax authority may order it to pay the tax due within required time limits, and the non-resident enterprise shall declare and pay the tax payable within such time limits specified by the tax authority. However, if the non-resident enterprise voluntarily declares and pays the tax payable before the tax authority orders it to do so within required time limits, it shall be deemed that such enterprise has paid the tax in time.
We face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved, such as offshore restructuring, sale of the shares in our offshore subsidiaries and investments. Our company may be subject to filing obligations or taxed if our company is transferor in such transactions, and may be subject to withholding obligations if our company is transferee in such transactions, under SAT Circular 7 and SAT Circular 37. For transfer of shares in our company by investors who are non-PRC resident enterprises, our PRC subsidiarysubsidiaries may be requested to assist in the filing under the SAT circulars. As a result, we may be required to expend valuable resources to comply with the SAT circulars or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that our company should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations.
The approval of or filing with the CSRC or other PRC government authorities may be required in connection with our previous or future offshore offerings under PRC laws, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.
Pursuant to the M&A Rules, an offshore special purpose vehicle that (i) was formed for listing purposes through the acquisition of PRC domestic companies and (ii) is controlled by PRC persons or entities must obtain the approval of the CSRC before it can list its securities on an overseas stock exchange. Based on the advice of our PRC legal counsel, we are of the view that we did not need, and will not need, to obtain the CSRC’s approval for our previous offshore offerings. However, the interpretation and application of the regulations could change so that we may need to obtain the CSRC’s approval with respect to our previous or future offshore offerings. To the extent such CSRC approvals are required, we cannot assure you that we would be able to obtain them in a timely manner. Any failure to obtain or delay in obtaining the requisite CSRC approvals for any of our previous or future offshore offerings would subject us to sanctions imposed by the CSRC or other PRC regulatory authorities, which could include fines and penalties on our operations in China, restrictions or limitations on our ability to pay dividends outside of China.
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The audit report includedPRC government authorities have recently indicated an intent to exert more oversight and control over securities offerings and other capital markets activities that are or have been conducted overseas and foreign investment in China-based companies like us. In July 2021, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council issued the Opinions on Strictly Scrutinizing Illegal Securities Activities in Accordance with the Law. These opinions emphasized the need to, among other things, strengthen the supervision of overseas listings by China-based companies. These opinions also proposed the development of a regulatory system to oversee China-based overseas-listed companies.
In December 2021, the State Council issued for public comment the Draft Administrative Provisions of the State Council on the Overseas Issuance and Listing of Securities by Domestic Companies, or the Draft Administrative Provisions on Overseas Securities Offerings, and the CSRC issued for public comment the Draft Measures for the Overseas Issuance and Listing of Securities Record-filings by Domestic Companies, or the Draft Measures on Overseas Securities Offerings. Pursuant to these draft regulations, in connection with an overseas offering and listing (such as an initial public offering or a follow-on offering) by a PRC company, the issuer or its affiliated PRC company, as the case may be, must make a filing with the CSRC, regardless of whether the overseas offering and listing is made directly or indirectly. Failure to comply with the filing requirements under the Draft Administrative Provisions on Overseas Securities Offerings may subject a PRC company to a warning or a fine of between RMB1 million and RMB10 million. As currently proposed, if the competent governmental authorities deem the overseas offering of securities by a PRC company to be a serious violation of the Draft Administrative Provisions on Overseas Securities Offerings or the Draft Measures on Overseas Securities Offerings, such authorities may order the PRC company to suspend its business or revoke its permits or business license.
As of the date of this annual report, the Draft Administrative Provisions on Overseas Securities Offerings and the Draft Measures on Overseas Securities Offerings have only been released for public comment. There are uncertainties as to whether they will be further amended before their official enactment. Substantial uncertainties exist with respect to the timing of their enactment and final content. For details about the Draft Administrative Provisions on Overseas Securities Offerings and the Draft Measures on Overseas Securities Offerings, please refer to “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Relating to Overseas Listings and M&A.”
In December 2021, the National Development and Reform Commission, or the NDRC, and MOFCOM jointly issued the Special Administrative Measures (Negative List) for Foreign Investment Access (2021 Version), or the 2021 Negative List, which became effective on January 1, 2022. Pursuant to the 2021 Negative List, if a PRC company that is preparedengaged in a prohibited businesses under the 2021 Negative List seeks an overseas offering and listing of securities, it must obtain approval from the competent governmental authorities. In addition, the foreign investors of such PRC company may not be involved in the company’s operations and management, and their shareholding percentage is subject to the relevant regulations on domestic securities investments by an auditor whoforeign investors, which regulations are set out in more detail under “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Relating to Foreign Investment.” As the 2021 Negative List is not inspected byrelatively new, there are substantial uncertainties as to the Public Company Accounting Oversight Boardinterpretation and implementation of these new requirements, and it is unclear as to whether and to what extent listed companies like us will be subject to these new requirements.
If it is determined in the future that approval and filing from the CSRC or other regulatory authorities or other procedures, including the cybersecurity review under the Cybersecurity Review Measures, are required for our offshore offerings, it is uncertain whether we can or how long it will take us to obtain such you are deprivedapproval or complete such filing procedures. Any failure to obtain (including possible rescission of any approvals that had been obtained) or delay in obtaining such approval or completing such filing procedures for our offshore offerings could subject us to penalties and sanctions such as fines and penalties on our operations in China, orders limiting our ability to pay dividends outside of China, reduction of our operating privileges in China, or delay or restrictions on repatriation of the benefitsproceeds from our offshore offerings into China. These penalties and sanctions could materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the trading price of our securities. Similarly, the CSRC or other PRC regulatory authorities could also require us to halt our offshore offerings before settlement and delivery of the shares offered. Consequently, if investors engage in trading or hedging activities in anticipation of and prior to settlement and delivery, they do so at the risk that settlement and delivery may not occur. In addition, if the CSRC or other regulatory authorities subsequently promulgate new rules or explanations requiring that we obtain their approvals or accomplish the required filing or other regulatory procedures for our prior offshore offerings, we may be unable to obtain a waiver of such inspectionapproval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties or negative publicity regarding such approval requirement could materially and adversely affect our business, prospects, financial condition, reputation, and the trading price of our listed securities.
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The PCAOB is currently unable to inspect our auditor in relation to their audit work performed for our financial statements.
Our independentauditor is registered with the PCAOB. The Sarbanes-Oxley Act authorizes the PCAOB to conduct regular inspections to assess the compliance of registered public accounting firm that issues the audit reports included in this annual report,firms, such as anour auditor, of companies that are traded publicly in the United States and a firm registered with the Public Company Accounting Oversight Board, or the PCAOB, is required by the laws of the United States to undergo regular inspections by the PCAOB to assess its compliance with the laws of the United States andapplicable professional standards. BecauseSince our auditors areauditor is located in China, a jurisdiction where the PCAOB is currentlyhas been unable to conduct inspections without the approval of the Chinese authorities, our auditors areauditor is not currently inspected by the PCAOB. On December 7, 2018, the SEC and the PCAOB issued a joint statement highlighting continued challenges faced by the U.S. regulators in their oversight of financial statement audits of U.S.-listed companies with significant operations in China. As part of a continued regulatory focus in the United States on access to audit and other information currently protected by national law, in particular the PRC’s, in June 2019, a bipartisan group of lawmakers introduced bills in both houses of the U.S. Congress that would require the SEC to maintain a list of issuers for which PCAOB is not able to inspect or investigate an auditor report issued by a foreign public accounting firm. The Ensuring Quality Information and Transparency for Abroad-Based Listings on our Exchanges (EQUITABLE) Act prescribes increased disclosure requirements for these issuers and, beginning in 2025, the delisting from U.S. national securities exchanges such as the New York Stock Exchange of issuers included on the SEC’s list for three consecutive years. Enactment of this legislation or other efforts to increase U.S. regulatory access to audit information could cause investor uncertainty for affected issuers, including us, and the market price of our ADSs could be adversely affected. It is unclear if this proposed legislation would be enacted. On April 21, 2020, the SEC and the PCAOB issued another joint statement reiterating the greater risk that disclosures will be insufficient in many emerging markets, including China, compared to those made by U.S. domestic companies. In discussing the specific issues related to the greater risk, the statement again highlights the PCAOB's inability to inspect audit work paper and practices of accounting firms in China, with respect to their audit work of U.S. reporting companies.
Inspections of other firms that the PCAOB has conducted outside of China have identified deficiencies in those firms’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The lack of PCAOB inspections in China prevents the PCAOB from regularly evaluating our auditors’ audits and its quality control procedures. As a result, investors may be deprived of the benefits of PCAOB inspections.
The inability of the PCAOB to conduct inspections of auditors in Chinaour auditor makes it more difficult to evaluate the effectiveness of our auditors’auditor’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections. Investors mayinspections, which could cause investors and potential investors in our ADSs to lose confidence in our audit procedures and reported financial information and procedures and the quality of our financial statements.
Proceedings instituted byOur ADSs will be prohibited from trading in the United States under the HFCA Act in 2024 if the PCAOB is unable to inspect or fully investigate auditors located in China, or in 2023 if proposed changes to the law are enacted. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.
The HFCA Act was signed into law on December 18, 2020. The HFCA Act states if the SEC against Chinese affiliates of the “big four” accounting firms, including our independentdetermines that we have filed audit reports issued by a registered public accounting firm could resultthat has not been subject to inspection by the PCAOB for three consecutive years beginning in financial statements2021, the SEC shall prohibit our shares or ADSs from being determinedtraded on a national securities exchange or in the over-the-counter trading market in the United States. On December 16, 2021, the PCAOB issued a report to not be in compliance withnotify the requirementsSEC of its determination that the Exchange Act.
Starting in 2011, the Chinese affiliates of the “big four” accounting firms, including our independentPCAOB is unable to inspect or investigate completely registered public accounting firm, were affected by a conflict between U.S. and Chinese law. Specifically, for certain U.S.-listed companies operating and auditedfirms headquartered in mainland China the SEC and theHong Kong. The PCAOB sought to obtain fromidentified our auditor as one of the Chinese firms access to their audit work papers and related documents. The firms were, however, advised and directed that under Chinese law, they could not respond directly to the U.S. regulators on those requests, and that requests by foreign regulators for access to such papers in China had to be channeled through the CSRC.
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In late 2012, this impasse led the SEC to commence administrative proceedings under Rule 102(e) of its Rules of Practice and also under the Sarbanes-Oxley Act of 2002 against the Chinese accounting firms, including our independent registered public accounting firm. A first instance trialfirms that the PCAOB is unable to inspect or investigate completely.
Whether the PCAOB will be able to conduct inspections of the proceedings in July 2013 in the SEC’s internal administrative court resulted in an adverse judgment against the firms. The administrative law judge proposed penalties on the firms including a temporary suspension of their right to practiceour auditor before the SEC, although that proposed penalty did not take effect pending review by the Commissionersissuance of the SEC. On February 6, 2015, before a review by the Commissioner had taken place, the firms reached a settlement with the SEC. Under the settlement, the SEC accepts that future requests by the SECour financial statements on Form 20-F for the production of documents will normally be madeyear ending December 31, 2023 which is due by April 30, 2024, or at all, is subject to the CSRC. The firms will receive matching Section 106 requests,substantial uncertainty and are required to abide by a detailed set of procedures with respect to such requests, which in substance require them to facilitate production via the CSRC. If they fail to meet specified criteria, the SEC retains authority to impose a variety of additional remedial measures on the firms depending on the nature of the failure. Remedies for any future noncompliance could include, as appropriate, an automatic six-month bardepends on a single firm’s performancenumber of certain audit work, commencementfactors out of a new proceeding against a firm,our, or in extreme cases the resumption of the current proceeding against all four firms.our auditor’s control. If additional remedial measuresour shares and ADSs are imposed on the Chinese affiliates of the “big four” accounting firms, including our independent registered public accounting firm, in administrative proceedings brought by the SEC alleging the firms’ failure to meet specific criteria set by the SEC with respect to requests for the production of documents, we could be unable to timely file future financial statements in compliance with the requirements of the Exchange Act.
In the event that the SEC restarts the administrative proceedings, depending upon the final outcome, listed companiesprohibited from trading in the United States, with major PRC operations may find it difficultthere is no certainty that we will be able to list on a non-U.S. exchange or impossiblethat a market for our shares will develop outside the United States. Such a prohibition would substantially impair your ability to retain auditors in respect of their operations in the PRC, which could result in financial statements being determinedsell or purchase our ADSs when you wish to not be in compliance with the requirements of the Exchange Act, including possible delisting. Moreover, any negative news about any such future proceedings against these audit firms may cause investor uncertainty regarding China-based, U.S.-listed companiesdo so, and the marketrisk and uncertainty associated with delisting would have a negative impact on the price of our ADSs may be adversely affected.
IfADSs. Also, such a prohibition would significantly affect our independent registered public accounting firm was denied, even temporarily, the ability to practice before the SEC and we were unableraise capital on terms acceptable to timely find another registered public accounting firm to audit and issue an opinionus, or at all, which would have a material adverse impact on our business, financial statements,condition, and prospects.
On June 22, 2021, the U.S. Senate passed a bill which would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two. On February 4, 2022, the U.S. House of Representatives passed a bill which contained, among other things, an identical provision. If this provision is enacted into law and the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act is reduced from three years to two, then our financial statementsshares and ADSs could be determined not to be in compliance with the requirements of the Exchange Act. Such a determination could ultimately lead to the delisting of our ADSsprohibited from the Nasdaq Global Select Market or deregistration from the SEC, or both, which would substantially reduce or effectively terminate the trading of our ADSs in the United States.States as early as 2023.
Risks Related to Our ADSs
The trading price of our ADSs may be volatile, which could result in substantial losses to investors.
Since our ADSs became listed on the Nasdaq Global Select Market on July 26, 2018, the trading price of our ADSs has ranged from US$16.53 to US$53.67 per ADS.fluctuated significantly. The trading price of our ADSs may be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, including the performance and fluctuation of the market prices of other companies with business operations located mainly in China that have listed their securities in the United States. The trading performances of other Chinese companies’ securities, including internet and e-commerce companies, may affect the attitudes of investors toward Chinese companies listed in the United States, which consequently may impact the trading performance of our ADSs, regardless of our actual operating performance. In addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure or matters of other Chinese companies may also negatively affect the attitudes of investors towards Chinese companies in general, including us, regardless of our conduct. In addition, securities markets may from time to time experience significant price and volume fluctuations that are not related to our operating performance, such as the recent large decline in share prices in the United States, which may have a material and adverse effect on the trading price of our ADSs. In addition to market and industry factors, the price and trading volume for our ADSs may be highly volatile for factors specific to our own operations, including the following:
| ● | variations in our revenues, earnings and cash flow; |
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| ● | announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors; |
| ● | announcements of new offerings, solutions and expansions by us or our competitors; |
| ● | changes in financial estimates by securities analysts; |
| ● | detrimental adverse publicity about us, our brand, our services or our industry; |
| ● | additions or departures of key personnel; |
| ● | release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; |
| ● | convertible arbitrage strategy employed by certain investors in the convertible notes offered in the 2024 Notes and/or the 2025 Notes, including related short selling of our ADS; and |
| ● | potential litigation or regulatory investigations. |
Any of these factors may result in large and sudden changes in the volume and price at which our ADSs will trade.
In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities, such as the putative class action lawsuits we disclosed in the “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings” section.Proceedings.” These putative class action suits could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suits, which could harm our results of operations. Moreover, these class action suits, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages or indemnification claims, which could have a material adverse effect on our financial condition and results of operations.
Our dual-class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial.
We have a dual-class share structure such that our ordinary shares consist of Class A ordinary shares and Class B ordinary shares. In respect of matters requiring the votes of shareholders, holders of Class A ordinary shares will be entitled to one vote per share, while holders of Class B ordinary shares will be entitled to ten votes per share based on our dual-class share structure. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition of any Class B ordinary shares by a holder thereof to any person other than Mr. Zheng Huang or any entity which is not ultimately controlled by Mr. Zheng Huang, such Class B ordinary shares shall be automatically and immediately converted into the same number of Class A ordinary shares.
As of the date of this annual report, our founder, chairman of the board of directors and chief executive officer, Mr. Zheng Huang, beneficially owns all of our issued Class B ordinary shares. As of March 31, 2020, these Class B ordinary shares constituted approximately 44.6% of our total issued and outstanding share capital and 88.9% of the aggregate voting power of our total issued and outstanding share capital due to the disparate voting powers associated with our dual-class share structure. See “Item 6. Directors, Senior Management and Employees—E. Share Ownership.” As a result of the dual-class share structure and the concentration of ownership, holders of Class B ordinary shares have considerable influence over matters such as decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. Such holders may take actions that are not in the best interest of us or our other shareholders. This concentration of ownership may discourage, delay or prevent a change in control of our company, which could have the effect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of a sale of our company and may reduce the price of our ADSs. This concentrated control will limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A ordinary shares and ADSs may view as beneficial.
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The dual-class share structure of our ordinary shares may adversely affect the trading market for our ADSs.
S&P Dow Jones and FTSE Russell have recently announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500, to exclude companies with multiple classes of shares and companies whose public shareholders hold no more than 5% of total voting power from being added to such indices. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual class structure of our ordinary shares may prevent the inclusion of our ADSs representing Class A ordinary shares in such indices and may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any such exclusion from indices could result in a less active trading market for our ADSs. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of our ADSs.
Conversion of the convertible senior notes offered2024 Notes or the 2025 Notes may dilute the ownership interest of the existing shareholders.shareholders, including holders who had previously converted their 2024 Notes or 2025 Notes.
The conversion of some or all of our convertible senior notesthe 2024 Notes and/or the 2025 Notes, will dilute the ownership interests of existing shareholders and existing holders of our ADSs. Any sales in the public market of the ADSs, if any, issuable upon such conversion may increase the opportunities to create short positions with respect to the ADSs, which could adversely affect prevailing market prices of our ADSs. In addition, the existence of the convertible senior notes2024 Notes and/or the 2025 Notes may encourage short selling by market participants because the conversion of the convertible senior notes2024 Notes and/or the 2025 Notes could depress the price of our ADSs. The price of our ADSs could be affected by possible sales of our ADSs by investors who view the convertible senior notes2024 Notes and/or the 2025 Notes as a more attractive means of equity participation in us and by hedging or arbitrage trading activity, which we expect to occur involving our ADSs.
If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our ADSs, the market price for our ADSs and trading volume could decline.
The trading market for our ADSs will be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts who cover us downgrade our ADSs, the market price for our ADSs would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our ADSs to decline.
Techniques employed by short sellers may drive down the market price of the ADSs.
Short selling is the practice of selling securities that a seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. Short sellers hope to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as short sellers expect to pay less in that purchase than they received in the sale. As it is in short sellers’ interest for the price of the security to decline, many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a security short. These short attacks have, in the past, led to selling of shares in the market.
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We have been the subject of short selling, and it is not clear what long-term effect such negative publicity could have on us. We may also be subject to short seller attacks from time to time in the future. If we were to become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we may have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short sellers by principles of freedom of speech, applicable state law or issues of commercial confidentiality. Such a situation could be costly and time-consuming, and could divert management’s attention from the day-to-day operations of our company. Even if such allegations are ultimately proven to be groundless, allegations against us could severely impact the market price of our ADSs and our business operations.
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The sale or availability for sale of substantial amounts of our ADSs could adversely affect their market price.
Sales of substantial amounts of our ADSs in the public market or the perception that these sales could occur, could adversely affect the market price of our ADSs and could materially impair our ability to raise capital through equity offerings in the future. We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our ADSs.
Because we do not expect to pay dividends in the foreseeable future, you must rely on a price appreciation of our ADSs for return on your investment.
We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our ADSs as a source for any future dividend income.
Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our ADSs will likely depend entirely upon any future price appreciation of our ADSs. There is no guarantee that our ADSs will appreciate in value or even maintain the price at which you purchased the ADSs. You may not realize a return on your investment in our ADSs and you may even lose your entire investment in our ADSs.
Our memorandum and articles of association contain anti-takeover provisions that could have a material adverse effect on the rights of holders of our ordinary shares and ADSs.
Our currently effective memorandum and articles of association contain provisions to limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. Our dual-class voting structure gives disproportionate voting power to holders of the Class B ordinary shares. Our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares, in the form of ADS or otherwise. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of our ADSs may fall and the voting and other rights of the holders of our ordinary shares and ADSs may be materially and adversely affected.
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You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.
We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association, the Companies Law (2020Act (2022 Revision) of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.
Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (except the memorandum and articles of association) or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our currently effective articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.
As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.
It may be difficult for overseas regulators to conduct investigations or collect evidence within China.
Shareholder claims or regulatory investigation that are common in the United States generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside China. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, or Article 177, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigations or evidence collection activities within the territory of the PRC. While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigations or evidence collection activities within China may further increase difficulties faced by you in protecting your interests.
ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreements, which could result in less favorable outcomes to the plaintiff(s) in any such action.
The deposit agreements governing the ADSs representing our ordinary shares provide that, subject to the depositary’s right to require a claim to be submitted to arbitration, the federal or state courts in the City of New York have exclusive jurisdiction to hear and determine claims arising under the deposit agreements and in that regard, to the fullest extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreements, including any claim under the U.S. federal securities laws.
If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable U.S. state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the U.S. federal securities laws has not been finally adjudicated by the United States Supreme Court. However, based on past court decisions, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern the deposit agreements. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the deposit agreements and the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision under the deposit agreements before investing in the ADSs.
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If you or any other holders or beneficial owners of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreements or the ADSs, including claims under U.S. federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and/or the depositary. If a lawsuit is brought against us and/or the depositary under the deposit agreements, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action.
Nevertheless, if this jury trial waiver provision is not enforced, to the extent a court action proceeds, it would proceed under the terms of the deposit agreements with a jury trial. No condition, stipulation or provision of the deposit agreements or ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with the U.S. federal securities laws and the rules and regulations promulgated thereunder.
Certain judgments obtained against us by our shareholders may not be enforceable.
We are a Cayman Islands exempted company and substantially all of our assets are located outside of the United States. Substantially all of our current operations are conducted in China. In addition, most of our current directors and officers are nationals and residents of countries other than the United States. Substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against our assets or the assets of our directors and officers.
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The voting rights of holders of ADSs are limited by the terms of the deposit agreements, and you may not be able to exercise your right to vote your Class A ordinary shares.
Holders of ADSs do not have the same rights as our registered shareholders. As a holder of our ADSs, you will not have any direct right to attend general meetings of our shareholders or to cast any votes at such meetings. As an ADS holder, you will only be able to exercise the voting rights carried by the underlying Class A ordinary shares represented by your ADSs indirectly by giving voting instructions to the depositary in accordance with the provisions of the relevant deposit agreement. Under the deposit agreements, you may vote only by giving voting instructions to the depositary. Upon receipt of your voting instructions, the depositary will try, as far as is practicable, to vote the underlying Class A ordinary shares represented by your ADSs in accordance with your instructions. If we ask for your instructions, then upon receipt of your voting instructions, the depositary will try to vote the underlying Class A ordinary shares represented by your ADSs in accordance with these instructions. If we do not instruct the depositary to ask for your instructions, the depositary may still vote in accordance with instructions you give, but it is not required to do so. You will not be able to directly exercise your right to vote with respect to the underlying Class A ordinary shares represented by your ADSs unless you withdraw such shares, and become the registered holder of such shares prior to the record date for the general meeting. When a general meeting is convened, you may not receive sufficient advance notice of the meeting to withdraw the underlying Class A ordinary shares represented by your ADSs and become the registered holder of such shares to allow you to attend the general meeting and to vote directly with respect to any specific matter or resolution to be considered and voted upon at the general meeting. In addition, under our currently effective memorandum and articles of association, for the purposes of determining those shareholders who are entitled to attend and vote at any general meeting, our directors may close our register of members and/or fix in advance a record date for such meeting, and such closure of our register of members or the setting of such a record date may prevent you from withdrawing the underlying Class A ordinary shares represented by your ADSs and becoming the registered holder of such shares prior to the record date, so that you would not be able to attend the general meeting or to vote directly. If we ask for your instructions, the depositary will notify you of the upcoming vote and will arrange to deliver our voting materials to you. We have agreed to give the depositary notice of shareholder meetings sufficiently in advance of such meetings. Nevertheless, we cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote the underlying Class A ordinary shares represented by your ADSs. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for their manner of carrying out your voting instructions. The deposit agreements provide that if the depositary does not timely receive voting instructions from the ADS holders and if voting is by poll, then such holder shall be deemed, and the depositary shall deem such holder, to have instructed the depositary to give a discretionary proxy to a person designated by us to vote the underlying Class A ordinary shares represented by the relevant ADSs, with certain limited exceptions. This means that you may not be able to exercise your right to direct how the underlying Class A ordinary shares represented by your ADSs are voted and you may have no legal remedy if the underlying Class A ordinary shares represented your ADSs are not voted as you requested.
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You may experience dilution of your holdings due to the inability to participate in future rights offerings.
We may, from time to time, distribute rights to our shareholders, including rights to acquire securities. Under the deposit agreements, the depositary will not distribute rights to holders of ADSs unless the distribution and sale of rights and the securities to which these rights relate are either exempt from registration under the Securities Act with respect to all holders of ADSs, or are registered under the provisions of the Securities Act. The depositary may, but is not required to, attempt to sell these undistributed rights to third parties, and may allow the rights to lapse. We may be unable to establish an exemption from registration under the Securities Act, and we are under no obligation to file a registration statement with respect to these rights or underlying securities or to endeavor to have a registration statement declared effective. Accordingly, holders of ADSs may be unable to participate in our rights offerings and may experience dilution of their holdings as a result.
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You may be subject to limitations on the transfer of your ADSs.
Your ADSs are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems it expedient in connection with the performance of its duties. The depositary may close its books from time to time for a number of reasons, including in connection with corporate events such as a rights offering, during which time the depositary needs to maintain an exact number of ADS holders on its books for a specified period. The depositary may also close its books in emergencies, and on weekends and public holidays. The depositary may refuse to deliver, transfer or register transfers of our ADSs generally when our share register or the books of the depositary are closed, or at any time if we or the depositary thinks it is advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the relevant deposit agreement, or for any other reason.
Your investment in our ADSs may be impacted if we are encouraged to issue CDRs in the future.
Currently theThe Chinese central government is currently proposing new rules that would allow Chinese technology companies listed outside China to list on the mainland stock market through the creation of Chinese Depositary Receipts, or CDRs. Once the CDR mechanism is in place, we might consider and be encouraged by the evolving Chinese governmental policies to issue CDRs and allow investors to trade our CDRs on Chinese stock exchanges. However, there are uncertainties as to whether a pursuit of CDRs in China would bring positive or negative impact on your investment in our ADSs.
We may incur increased costs as a result of being a public company, particularly after we have ceased to qualify as an “emerging growth company.”
As a public company, we incur significant accounting, legal and other expenses. The Sarbanes-Oxley Act, as well as rules subsequently implemented by the SEC and Nasdaq, have detailed requirements concerning corporate governance practices of public companies, including Section 404 of the Sarbanes-Oxley Act relating to internal controls over financial reporting. We expect these rules and regulations applicable to public companies to increase our accounting, legal and financial compliance costs and to make certain corporate activities more time-consuming and costly. As we are no longer an “emerging growth company” since December 31, 2018, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the other rules and regulations of the SEC. ForSEC, for example, as a resultadoption of becoming a public company, we need to adopt policies regarding internal controls and disclosure controls and procedures. In addition, we incur additional costs associated with our public company reporting requirements. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additionalcompliance costs we may incur or the timing of such costs.
As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq corporate governance listing standards.
As a Cayman Islands exempted company listed on the Nasdaq Global Select Market, we are subject to the Nasdaq Stock Market corporate governance listing standards. However, Nasdaq Stock Market rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq Stock Market corporate governance listing standards. WeAlthough we did not rely on the home country practice exemption with respect toin 2021, we have relied on the requirement for annual shareholders meetings and did not hold an annual shareholders meetingexemption in 2019.prior years. We may also opt to rely on additional home country practice exemptions in the future. As a result, our shareholders may be afforded less protection than they would otherwise enjoy under the Nasdaq Stock Market corporate governance listing standards applicable to U.S. domestic issuers.
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There can be no assurance that we will not be classified as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year, which could subject U.S. investors in our ADSs or Class A ordinary shares to significant adverse U.S. income tax consequences.
We will be a “passive foreign investment company,” or “PFIC,” if, in any particular taxable year, either (a) 75% or more of our gross income for such year consists of certain types of “passive” income or (b) 50% or more of the value of our assets (generally determined on the basis of a quarterly average) during such year produce or are held for the production of passive income (the “asset test”).income. Although the law in this regard is unclear, we intend to treat our VIE (including its subsidiaries) as being owned by us for U.S. federal income tax purposes, not only because we exercise effective control over the operation of such entity but also because we are entitled to substantially all of its economic benefits, and, as a result, we consolidate its results of operations in our consolidated financial statements. Assuming that we are the owner of our VIE (including its subsidiaries) for U.S. federal income tax purposes, we do not believe that we were a PFIC for the taxable year ended December 31, 2021 and based upon our current and expected income and assets, including goodwill, and the current and projected value of our ADSs, we do not believe that we were a PFIC for the taxable year ended December 31, 2019 and we do not expect to be a PFIC in the current taxable year or for the foreseeable future.
While we do not believe that we wereanticipate becoming a PFIC, changes in the nature of our income or assets, or fluctuations in the market price of our Class A ordinary shares and/or ADSs, may cause us to become a PFIC for thefuture taxable year ended December 31, 2019 and we do not expect to become a PFIC,years because the value of our assets for purposesthe purpose of the asset test may be determined by reference to the market price of our ADSs fluctuationsfrom time to time (which may be volatile). In particular, recent declines in the market price of our ADSs may cause us to become a PFIC for the current or subsequent taxable years. The determination of whether we will be or become a PFIC will also depend, in part, on the composition of our income and assets, which may be affected by how, and how quickly, we use our liquid assets. If we determine not to deploy significant amounts of cash for active purposes or if it were determined that we do not own the stock of our VIE for U.S. federal income tax purposes,increased our risk of beingbecoming a PFIC. The market price of our ADSs may continue to fluctuate considerably and, consequently, we cannot assure you of our PFIC may substantially increase.status for any taxable year. Because PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year.
If we are a PFIC in any taxable year, a U.S. holder (as defined in “Item 10. Additional Information—E. Taxation—U.S. Federal Income Tax Considerations”) may incur significantly increased U.S. income tax on gain recognized on the sale or other disposition of the ADSs or Class A ordinary shares and on the receipt of distributions on the ADSs or Class A ordinary shares to the extent such gain or distribution is treated as an “excess distribution” under the U.S. federal income tax rules and such holder may be subject to burdensome reporting requirements. Further, if we are a PFIC for any year during which a U.S. holder holds our ADSs or Class A ordinary shares, we generally will continue to be treated as a PFIC for all succeeding years during which such U.S. holder holds our ADSs or Class A ordinary shares. For more information see “Item 10. Additional Information—E. Taxation—U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Considerations.”Considerations” in this annual report.
Item 4. Information on the Company
A. History and Development of the Company
We commenced our commercial operations in 2015 through Hangzhou Aimi Network Technology Co., Ltd., or Hangzhou Aimi, and Shanghai Xunmeng Information Technology Co., Ltd., or Shanghai Xunmeng in parallel. In June 2016, to streamline the operations of these two companies, Hangzhou Aimi obtainedacquired 100% equity interest in Shanghai Xunmeng, and Shanghai Xunmeng became a wholly-owned subsidiary of Hangzhou Aimi.
We incorporated Walnut Street Group Holding Limited under the laws of the Cayman Islands as our offshore holding company in April 2015 to facilitate offshore financing. In the same month, we established HongKong Walnut Street Limited, or Walnut HK, our wholly-owned Hong Kong subsidiary, and Walnut HK established a wholly-owned PRC subsidiary, Hangzhou Weimi Network Technology Co., Ltd., or Hangzhou Weimi. Walnut HK subsequently established two additional wholly-owned PRC subsidiaries, Walnut Street (Shanghai) Information Technology Co., Ltd. (formerly known as Shanghai Pinduoduo Network Technology Co., Ltd.) and Shenzhen Qianhai Xinzhijiang, in January 2018 and April 2018, respectively. In July 2018, we renamed our company “Pinduoduo Inc.” We established an additional wholly-owned PRC subsidiary, Shanghai Yucan Information Technology Co., Ltd., in January 2018 and April 2018, respectively,September 2020 through offshore holding entities, which, together with Hangzhou Weimi, Walnut Shanghai and Xinzhijiang, are collectively referred to as our WFOEs in this annual report. In July 2018, we renamed our company as Pinduoduo Inc.
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Due to restrictions imposed by PRC laws and regulations on foreign ownership of companies that engage in internet and other related business, Hangzhou Weimi later entered into a series of contractual arrangements with Hangzhou Aimi, which we refer to as our VIE in this annual report, and its shareholders. We depend on these contractual arrangements with our VIE, in which we have no ownership interests, and its shareholders to conduct most aspects of our operation. We have relied and expect to continue to rely on these contractual arrangements to conduct our business in China. The shareholders of our VIE may have potential conflicts of interest with us. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—The shareholders of our VIE may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.”
Under PRC laws and regulations, our PRC subsidiaries may pay cash dividends to us out of their respective accumulated profits. However, the ability of our PRC subsidiaries to make such distribution to us is subject to various PRC laws and regulations, including the requirement to fund certain statutory funds, as well as potential restriction on currency exchange and capital controls imposed by the PRC government. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business” and “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Relating to Dividend Distributions.”
As a result of our direct ownership in our WFOEs and the variable interest entityVIE contractual arrangements, we are regarded as the primary beneficiary of our VIE.VIE and its subsidiaries. We treat it and its subsidiaries as our consolidated affiliated entities under U.S. GAAP, and have consolidated the financial results of these entities in our consolidated financial statements in accordance with U.S. GAAP.
On July 26, 2018, our ADSs commenced trading on the Nasdaq Global Select Market under the symbol “PDD.” We raised approximately US$1.7 billion in net proceeds from the issuance of new shares from the initial public offering after deducting underwriting commissions and the offering expenses payable by us. In February 2019, we completed a follow-on public offering, and raised approximately US$1.2 billion in net proceeds after deducting underwriting discounts and offering expenses payable by us. In September 2019, we completed an offering of US$1.0 billion in aggregate principal amount of convertible senior notes due 2024, which included the exercise in full by the initial purchasers of their option to purchase up to an additional US$125 million in aggregate principal amount of the notes.2024. In April 2020, we raised US$1.1 billion in net proceeds from the private placement of our Class A ordinary shares to certain long-term investors. In November 2020, we completed (i) an offering of US$2.0 billion in aggregate principal amount of convertible senior notes due 2025, and (ii) a concurrent follow-on public offering, which raised approximately US$4.1 billion in net proceeds after deducting underwriting discounts and offering expenses payable by us. In December 2020, we raised US$500 million in net proceeds from the private placement of our Class A ordinary shares to a global institutional investor.
Our principal executive offices are located at 28/F, No. 533 Loushanguan Road, Changning District, Shanghai, People’s Republic of China. Our telephone number at this address is +86 21-52661300.21-5266 1300. Our registered office in the Cayman Islands is located at the offices of Vistra (Cayman) Limited, P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands. Our agent for service of process in the United States is Puglisi & Associates, located at 850 Library Avenue, Suite 204, Newark, Delaware 19711.
B. Business Overview
We are an innovative and fast-growing “new e-commerce”Our Pinduoduo mobile platform that provides buyers with a comprehensive selection of value-for-money merchandise and fun and interactive shopping experiences. Our Pinduoduo mobile platform offers a comprehensive selection of attractively priced merchandise, featuring a dynamic social shopping experience that leverages social networks as an effective and efficient tool for buyer acquisition and engagement. As a result of our innovative business model, we have been able to quickly expand our buyer base and establish our brand recognition and market position. We are one of the leading Chinese e-commerce players in terms of GMV and the number of total orders, and the second largest platform in terms of buyer base. Our GMV in 2017, 20182019, 2020 and 20192021 was RMB141.2RMB1,006.6 billion, RMB471.6RMB1,667.6 billion and RMB1,006.6RMB2,441.0 billion (US$144.6383.0 billion), respectively. In 2017, 20182019, 2020 and 2019,2021, the number of total orders placed on our Pinduoduo mobile platform reached 4.3was 19.7 billion, 11.138.3 billion and 19.761.0 billion, respectively.
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We pioneered an innovative “team purchase” model on our platform. Buyers can access our platform and make team purchases by either visiting our platform directly or through popular social networks, such as Weixin and QQ. They are encouraged to share product information on such social networks, and invite their friends, family and social contacts to form a shopping teamteams to enjoy the more attractive prices available under the “team purchase” option. As a result, buyers on our platform actively introduce us and the products available on our platform to their friends, family and social contacts, some of whom may be new to our platform. New buyers in turn further refer our platform to their broader family and social networks, generating low-cost, effective and organic traffic andThis effectively generates frequent interactions and leadingleads to the exponential growth ofuser engagement on our buyer base.platform. In 2017, 20182019, 2020 and 2019,2021, the number of active buyers on our platform reached 244.8was 585.2 million, 418.5788.4 million and 585.2868.7 million, respectively.
Our large and highly active buyer base has helpedhelps attract merchants to our platform, and the scale of our sales volume has encouragedencourages merchants to offer even more competitive prices and customized products and services to buyers, thus forming a virtuous cycle. In 2019,2021, we had 5.111.5 million active merchants on our platform, offering a broad range of product categories.
Our “team purchase” model has transformed online shopping into a dynamic social experience. 58
We have consciously builtalways seen business opportunities in agriculture, and we seize these opportunities by leveraging our platform to resemble a “virtual bazaar” where buyers browse and explore a full spectrumpromote digital inclusion of products while interacting with one another. In contrast to the conventional search-based “inventory index” model, our platform brings out the fun and excitement of discovery and shopping. This embedded social element has fostered a highly engaged user base. In May 2018, to further provide a fun experience for users of our platform, we launched Duo Duo Orchard, an engaging in-app game that allows users to plant and grow a virtual tree on our platform to win prizes in the form of real fruits.
Not only is the “team purchase” model an efficient tool for user engagement and expansion, it also helps us understand our users better so that we could help improve the supply chain efficiency of the retail market. We can channel user preferences to merchants so that they can adjust their production and sales plans accordingly. As a result, upstream suppliers can be better informed of consumer demand and transformed by the “C2M” (Consumer-to-Manufacturer) model.
We leveraged our platform and developed the “Internet + Agriculture” initiative to facilitate direct sales between small-scale farmers and consumers. By making recommendations to consumers based on our understanding of their preferences in product variety and price through our distributed AI framework, we are ablesmallholder farmers. Our ability to aggregate demand thereby generatingand generate large volumes of orders helps create economies of scale for our farmer merchants. The large demand helps them to be less dependent on distributors and makes it possible for them toFarmers can sell directly to consumers therebythrough our platform and become less dependent on wholesale distributors. We offer dedicated training programs to enable farmers to become better business operators. We collaborate with reputable agricultural institutions to invest in technology and fund research with the objective of improving the overall supply chain efficiencyfood production, quality control, food safety and reducing cost. Through such an initiative, consumers end up gettingsustainability, so that a greater volume of better, fresher and safer agricultural products for a lower price, while farmers earn more, which can be reinvested in their farming equipment and practicesgo directly from farm to further improve production quantity and quality.table.
We have experienced substantialsteady growth since our inception in 2015. We currently generate revenues primarily from online marketplacemarketing services. Our revenues grew from RMB1,744.1RMB30,141.9 million in 20172019 to RMB13,120.0RMB59,491.9 million in 2018,2020 and further to RMB30,141.9RMB93,949.9 million (US$4,329.614,742.8 million) in 2019.2021. We incurred net loss of RMB525.1 million, RMB10,217.1RMB6,967.6 million and RMB6,967.6RMB7,179.7 million, respectively, in 2019 and 2020, and generated net income of RMB7,768.7 million (US$1,000.81,219.1 million) in 2017, 2018 and 2019, respectively.2021.
Our “New E-Commerce” Platform
We are an innovative and fast-growing “new e-commerce” platform. We are one of the leading Chinese e-commerce players in terms of GMV and the number of total orders , and the second largest platform in terms of buyer base. We conduct our business primarily through our Pinduoduo mobile platform. Buyers come to our platform to browse, explore and purchase attractive value-for-money merchandise from third-party merchants. The scale of our sales volume and our ability to enable them to achieve massive sales volume have attracted merchants to our platform, and encouraged them to offer more competitive prices and customized products and services to buyers. Since our inception,In 2021, the number of our active buyers and of our active merchants grew exponentially, and reachedwere approximately 585.2868.7 million and 5.111.5 million, respectively, in 2019.respectively. In 2017, 20182019, 2020 and 2019,2021, the number of total orders placed on our Pinduoduo mobile platform reached 4.3was 19.7 billion, 11.138.3 billion and 19.761.0 billion, respectively.
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Our platform offers “individual purchase” and “team purchase” options. A buyer who opts for the individual purchase option places the order or transacts with a merchant on an individual basis to get speedier order confirmation whereas team purchase buyers combine their purchase orders for a particular merchandise with other buyers to enjoy a lower price. Merchants on our platform typically require at least two buyers to team up in order to take advantage of the “team purchase” option. Substantially all of the transactions in 2017, 2018 and 2019 were team purchases.
With the seamless integration of our platform with major social networks in China, such as Weixin and QQ, our buyers can quickly and smoothly find other potential buyers to form a teamteams either directly on our app or through sending a team purchase invitation,invitations, or sharing product information or their Pinduoduo shopping experiences with their friends, family and social contacts. The act of sharing is then rewarded by the more attractive purchase price offered through the team purchase option. The embedded social element has also helpedhelps foster a highly engaged user base.
We cooperate with leading third-party online payment service providers in China including Weixin Pay, QQ Wallet, Alipay and Apple Pay, and enable our buyers to make payments for their purchases easily and efficiently. We do not depend on any particular provider for such services.
UponOnce an individual purchase order or once a team purchase order is formedplaced on our platform and confirmed towith the applicable merchant, the merchant will handle the fulfillment, select the most suitable third-party logistics service provider and arrange for the delivery of the products to the buyers. In order to provideOur proprietary e-waybill system efficiently integrates our merchants a more efficient integration with third-party logistics service providers, and to provideprovides our buyers greaterreal-time visibility on the delivery statusesstatus of their purchase orders, we launched our proprietary e-waybill system in the first quarter of 2019. Our e-waybill system is a paperless, digital platform that automates the bulk printing of shipment labels, track and record orders fulfillment history and shipment status, and generate real-time shipment tracking and alerts for our buyers. Most of China’s major third-party logistics service providers have integrated their backend systems with our e-waybill system in 2019. Most of our merchants now use our e-waybill system to initiate shipment orders with the third-party logistics service providers they select.orders.
Our Team Purchase Model
We pioneered an innovative “team purchase” model on our platform. For each product on our platform, a buyer can choose between buying the product individually or initiating or joining a team purchase. If the buyer chooses to initiate or join a team purchase, he or she may enjoy a lower price if enough buyers (usually two) join the team.
A buyer can initiate a team purchase and share product information on social networks, such as Weixin and QQ, to invite his or her social contacts to form a shopping team. The buyer’s social contacts can in turn refer our platform to their social contacts easily and thus enable us to reach even more potential buyers. After initiating a team purchase, a buyer may also wait for other buyers on our platform to join the team purchase. Alternatively, a buyer can choose to join an active team purchase listed on our platform, which is initiated by other buyers who may or may not be his or her social contacts. After a team purchase is initiated, it will have 24 hours to meet the minimum team size mandated by the merchant. As soon as the minimum number of buyers is reached, the team purchase will be confirmed. If the minimum team size is not reached within 24 hours, the team purchase order may be cancelled with all payments made by the buyers refunded.
The team purchase option allows us to acquire buyers effectively and efficiently and expand our buyer base organically. Buyers refer our platform to their social contacts in order to take advantage of the more attractive team purchase prices compared to the individual purchase option. The new buyers in turn introduce our platform to even more buyers. The established trust, similar shopping interests and consumption patterns shared among our buyers and their friends, family members and other social network contacts help enhance buyer engagement, grow our buyer base while keeping buyer acquisition costs low.
After the buyers receive the products, they may return to the product description pages and leave reviews on the purchased products and their shopping experiences.
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Our Fun Elements
We provide our buyers with a fun and interactive shopping experience. We embed in our mobile app a variety of fun elements such as games, livestreaming and promotions, to encourage user interactions, sharing, and platform engagement. The following are examples of the fun and engaging elements in our app.
Duo Duo Orchard. In May 2018, we launched a fun and user-engaging feature, Duo Duo Orchard. Through this feature, users on our platform can plant a virtual fruit tree in our Duo Duo Orchard and virtually water and grow it on our platform to win prizes in the form of real fruits. Our users can earn “virtual water” by accomplishing certain tasks including making purchases on our platform, logging into their accounts, inviting friends, or clicking on displays of products provided by merchants who participate in the “Duo Duo Orchard” program. Once a user’s virtual tree bears fruit, we will send him or her a basket of real fresh fruits. The straightforward gameplay and rewards for frequent visits encourage greater user engagement. The game features daily missions that incorporate fun shopping and seamless browsing elements while other game elements encourage playing and sharing with friends. In addition to being a user engagement tool, Duo Duo Orchard also helps us make an impact on underprivileged farming communities. The fruits delivered as prizes are sourced primarily from impoverished areas like Southern Xinjiang, and we also highlight different agricultural products daily from these impoverished areas to drive greater sales for these farmers while users earn additional virtual water through their purchase.
Duo Duo Live. In November 2019, we launched Duo Duo Live, our livestreaming services to empower merchants on our platform to share the stories of their brands, demonstrate and promote their products and engage directly with our substantial user base. Our livestreaming services focus on interactions and experiences, not solely on sales volume. Duo Duo Live helps our merchants to build trust and gain recognition with users and encourages our users to communicate and interact with merchants. We are also using Duo Duo Live to bring our users closer to certain offline experiences that they might not otherwise be able to appreciate in their everyday. For example, we hosted museum tours on Duo Duo Live to show case the history and behind-the-scene stories of the museums worldwide, while our users browsed through relevant products, making the experience more interactive and fun.
Our Buyers
Direct buyer traffic to our platform is primarily generated from word-of-mouth referrals by our existing buyers as well as the effect of our marketing campaigns. A portion of our buyer traffic comes from our user recommendation or product introduction feature which buyers can share with friends or contacts through social networks such as Weixin and QQ.networks. In addition, buyers may also access our platform and make purchases via our mini-program within Weixin directly. Mini-program is a light feature embedded in Weixin to facilitate discovery and download of stand-alone mobile apps. It is an enhancement of Weixin official accounts and is designed to connect service providers with mobile users. This embedded feature is currently provided to service providers for free, and theWeixin. The user interface of our mini-program is substantially identical to our own mobile app with the same product offerings by the same merchants. Therefore, the manner in which a buyer accesses our platform does not affect the way in which we derive our revenues. Due to the nature of our business model, which resembles a dynamic and interactive shopping experience, it is impracticable for us to accurately bifurcate and quantify the buyer traffic generated directly through our platform and through social networks. Therefore, during our daily operations, we focus more on the GMV on our platform as a whole and the seamless user experience across different access points, and believe that the final purchase destination cannot be used to reflect the significance of social networks and our Pinduoduo mobile app to our business operations.
Our Merchandise Selection
We provide a comprehensive suite of product categories on our platform, including agricultural produce, apparel, shoes, bags, mother and childcare products, food and beverage, fresh produce, electronic appliances, furniture and household goods, cosmetics and other personal care items, sports and fitness items and auto accessories. Our GMV in 2017, 20182019, 2020 and 20192021 was RMB141.2RMB1,006.6 billion, RMB471.6RMB1,667.6 billion and RMB1,006.6RMB2,441.0 billion (US$144.6383.0 billion), respectively. In 2019, our platform2021, we had 5.111.5 million active merchants.merchants on our platform.
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Merchants on our platform set the priceprices for their products. We encourage merchants to offer the most attractive prices for merchandise sold on our platform. Two listed prices typically apply to each merchandise, one for the individual purchase option and a lower price for the team purchase option. Due to the large sales volume generated on our platform, some of the merchants on our platform also set aside exclusive product supplies for us and offer the most competitive prices for our buyers.
At the same time, we implement strict policies and control measures aimed at ensuring the accuracy of product descriptions on our platform. Our merchant onboarding system is integrated with an identity verification system. After a merchant undergoes our registration process and is admitted to our platform but before it is allowed to place any merchandise on our platform or launch a sales event, it must make a deposit to guarantee its compliance with our platform’s policies and rules, and the amount of such deposit varies depending on merchant type and merchandise category. Before the product information is posted on our platform, we leverage our artificial intelligence-based screening system to identify potential issues and submit questionable merchandise for further review and verification. After product information has beenis posted, our system continues to monitor and conduct semantic analysis on buyer reviews, the results of which are used as inputs for evaluation of the associated merchant’s compliance with our policies. If a merchant is found to have violated our policies, wesuch merchant is required to compensate the buyers on behalf of the merchant in accordance with the service agreement with the merchant on our platform. In addition to responding to buyer complaints, our dedicated merchandise control team also conducts randomizedsample test purchases to verify whether product descriptions match the products delivered. A merchant’s record of compliance, together with other factors such as its sales volume and buyer feedback and reviews, is taken into account when our platform compiles such merchant’s ranking, which may affect the level of exposure it receives on our platform and in turn may affect its sales volume. We also continue to invest in technical capabilities relating to keyword identification, filtering images, text and video recognition and the development of a blacklisting mechanism. For example, we have developed a search algorithm that displays legitimate brand names and products even when users key in an infringing brand. In addition, we are in the process of establishing a fast-track IP channel in cooperation with government authorities to help merchants apply for their own trademarks and build their own brands. We also reward merchants who sell high-quality products and provide superb services with preferential transaction services fee rates, as part of our continued efforts to improve user experience, thereby creating a virtuous cycle that attracts high-quality merchants and weeds out counterfeit and infringing goods.
Additionally, we require merchants on our platform to strictly abide by a seven-day return period policy for nonperishable products sold by them on our platform. In accordance with the policy, buyers can return the products within the period so long as the products are in their original condition and any usage of such products does not affect the merchants’ ability to resell. Once a buyer submits a return request, the relevant merchant will first review and process the request. In the event that the request cannot be resolved within 48 hours or a dispute escalates, we will be involved to resolve the request or dispute.
Our Services and Values to Merchants
Our merchants benefit from our broad buyer reach and the high sales volume on our platform as well as value-added services such as online marketing services, data analysis and advice. We provide online marketing services to help merchants promote their merchandise more effectively and also offer them additional training resources and merchant support through Duo Duo University.Academy. Duo Duo UniversityAcademy is easily accessible through our main merchant dashboard and is frequently updated to guide merchants through the various tools available to them on our platform. Through
Digital Inclusion in Agriculture
We have always seen business opportunities in agriculture, and we seize these opportunities by leveraging our platform to promote digital inclusion of smallholder farmers.
Our ability to aggregate demand and generate large volumes of orders helps create economies of scale for our farmer merchants. Farmers can sell directly to consumers through our platform and become less dependent on wholesale distributors. Overall supply chain efficiency is improved through this broadening of direct market access for producers and growers. Consumers therefore get fresher and safer products for lower prices while farmers earn more, which can be reinvested in their farming practices and technology to further improve production efficiency and quality. We offer dedicated training programs to enable farmers to become better business operators.
We collaborate with reputable agricultural institutions to invest in technology and fund research with the same dashboard, merchantsobjective of improving food production, quality control, food safety and sustainability, so that a greater volume of better, fresher and safer agricultural products can also applygo directly from farm to participatetable. Since 2020, we have organized an annual Smart Agriculture Competition event to develop cost-effective technologies to enhance farming productivity and produce quality. In 2021, we co-hosted the event with China Agricultural University and Zhejiang University, with technical support from the Food and Agriculture Organization of the United Nations and Wageningen University and Research.
In August 2021, we launched the “10 Billion Agriculture Initiative” to address some of the critical needs in the various promotional activities onagricultural sector and rural areas. This initiative is not driven by profit or commercial goals, but instead strives to facilitate the advancement of agritech, promote digital inclusion, and provide agritech talents and workers with greater motivation and a sense of achievement. We have been funding this initiative from our platform, such as our shopping festivals.
In addition, we strive to leverage data analytics and artificial intelligence capabilities to help merchants optimize their supply chain capabilities. The large scale of our business gives us extensive data, enabling us to better understand and serve our buyers and to better predict potential sales volume of certain merchandise potentially. We can channel valuable analytical findings to merchants on our platform so that they can adjust their production, inventory planning, sales plans, and logistic services accordingly. As a result, upstream suppliers are better informed of consumer demand and transformed by the “C2M” (Consumer-to-Manufacturer). C2M is a multi-year, multi-stage process, and we are still in the early innings.profits.
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Our “Internet + Agriculture” Initiative
We leveraged our platform and developed our “Internet + Agriculture” initiative to facilitate direct sales between small-scale farmers and consumers. By making recommendations to consumers based on our understanding of their preferences in product variety and price through our distributed AI framework, we are able to aggregate demand, thereby generating large volumes of orders for our farmer merchants. The large demand helps them to be less dependent on distributors and makes it possible for them to sell directly to consumers, thereby improving the overall supply chain efficiency and reducing cost.
Through such an initiative, consumers end up getting fresher and safer products for lower price while farmers get to earn more income, which can be reinvested in their farming equipment and practices to further improve production quantity and quality. This market we created for fresh produce will also enable the logistics companies to optimize their procedures for delivering fresh produce and reduce spoilage during the delivery process, creating value in the supply chain.
With this initiative, we help to battle poverty in rural China. Going forward, we plan to continue to increase our efforts in this area and provide more platform-wide support tofocus on the developmentdigital inclusion of China’s agricultural market. In April 2019,sector as a long-term strategic priority with plans to step up our investments. We seek to generate sustainable value to our consumers, our farmer merchants, our ecosystem partners and our communities.
Duo Duo Grocery
Duo Duo Grocery is our next-day grocery pick-up service. The service caters to the rising consumer demand for more timely turnaround and better value-for-money goods without home delivery requirements. Through Duo Duo Grocery, we entered intoconnect local farmers and distributors directly to local consumers on a strategic collaboration framework agreementdaily basis and provide supporting services on the delivery of such goods to consumers. Each day consumers place their orders with People’s Government of Yunnan Province. We committedmerchants through the Duo Duo Grocery channel. The merchants supply the ordered items overnight to improveregional warehouses. The sorted goods are then delivered from regional warehouses to designated pickup points the online direct sales of agricultural products from Yunnan and to work closely with local governments and producers to reorganize and enhance the agricultural industry value chain from production to processing, and from distribution to sales. In the future, we may enter into similar collaboration with other regions of China.
Developing “Pin” Brands
In December 2018, we established a “New Brand Initiative” to help merchants launchnext day, where consumers can pick up their own brands. By leveraging the traffic on our platform and directing users to discover these value-for-money products, we are able to jump-start the growth of these domestic brands with a steady source of aggregated demand. With larger order volumes, these merchants are able to realize greater economies of scale and can re-invest those savings by sharing them with consumers or putting them into product development and marketing to build their own brands. We have also utilized our big data technology to inform merchants of emerging trends and consumer preferences, which they can take into consideration when managing their inventory or developing new products tailored for different consumer groups. Within the first wave of manufacturers we have worked with, our data insights have contributed towards the development of a number of popular products which have subsequently become signature products of those brands.purchases.
Technology
Our smooth operations and rapid growth are supported by our proprietary technology. Our leading technology team coupled with our proprietary technology infrastructure and the large volume of data generated and collected on our platform each day, havehas created opportunities for continuous improvements in our technology capabilities, which in turn draws new talents to join us. As of December 31, 2019,2021, we had a technology team withof more than 3,6005,600 engineers. Many of our engineers have post-graduate degrees and had prior working experience in Google, Microsoft and leading internet companies in China. Key components of our technology include:companies.
Big Data Analytics Platform
We build our big data analytics capability upon our distributed computing infrastructure that can efficiently handle complex computing tasks of billions of data instances and millions of analytical dimensions. Based on buyers’ purchase behaviors and usage patterns, we leverage big data analytics and artificial intelligence technology to optimize our operation and enhance user experience. For example, we not only look into the basic order information but also buyer behavioral data such as how long such buyer spent on browsing and reviewing a particular product and products of similar categories. We then strive to build predictive and statistical models based on the big data we have accumulated.
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Distributed Artificial Intelligence and Machine Learning
To date, we have applied various artificial intelligence and machine learning technologies on our platform in multiple areas to enhance user experience.
For example, we are gradually applying artificial intelligence technology to establish user profiling and model iteration, which may enable us to provide more accurate recommendation of products to our buyers to maximize consumer satisfaction. In addition, we are developing our distributed artificial intelligence system to offer a differentiated approach to data protection and infrastructure from the mainstream centralized artificial system. Our distributed artificial intelligence is built on the assumptions that people’s decisions could be influenced by people around them, people they trust, and the environment they are in, and that decision-making process is dynamic.
Our deep learning capabilities can also accelerate our innovations in areas such as image recognition, speech recognition, text and voice interaction, item recommendation and automated question answering.
Data Security and Protection
We have established a comprehensive security system, supported by our network situational awareness and risk management system that spans from the individual end users across our entire network, covering our platforms, data and services. Our back-end security system is capable of handling hundreds of millions of instances of malicious attacks each day to safeguard the security of our platform and to protect the privacy of our buyers and merchants.
We have a data security team of engineers and technicians dedicated to protecting the security of our data. We have also adopted strict data protection policypolicies to ensure the security of our proprietary data. We collect anonymized, non-confidential user behavior and pattern data based on their interactions with our platform through our social network partners, which have been pre-processed to exclude user identity or other sensitive information. We encrypt confidential personal information we gather from our own platform. To ensure data security and avoid data leakage, we have established stringent internal protocols under which we grant classified access to confidential personal data only to limited employees with strictly defined and layered access authority. We strictly control and manage the use of data within our various departments and do not share data with external third parties, nor do we cooperate with third-party vendors in data analytics efforts.
Marketing
We have been able to build a large base of loyal buyers primarily through word-of-mouth referrals via social networks. To enhance our brand awareness, we also conduct online and offline marketing and brand promotion activities including sponsoring high-profile showssuch as online advertisements and events and running commercials on national television networks. For example, we advertised our platform through sponsoring China Central Television’s live broadcasting of the 2018 FIFA World Cup and the 2019 Spring Festival Gala. In addition, we host various offline marketing activities to merchants to promote our brand image and the value of our online marketplace services.commercials. Furthermore, we offer coupons to consumers from time to time to stimulate buyer engagement on our platform. In the second quarter of 2019, we launched our “10 Billion RMB Subsidies” campaign, which provided incremental subsidies to motivate our users to explore new product categories on our platform and purchase certain coveted items that they might have otherwise dismissed because of price or lack of familiarity with our platform. This campaign enhances our users trust and engagement on our platform, which we believe accrue to the long-term value of our company.time.
Competition
The e-commerce industry in China is intensely competitive. Our current or potential competitors include (i) major e-commerce companiesoperators in China, (ii) major traditional and brick-and-mortar retailers in China, (iii) retail companies in China focused on specific product categories and (iv) major internet companies in China that do not operate e-commerce business now but may enter the e-commerce business area or are in the process of initiating their e-commerce businesses.
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We compete primarily on the basis of:
| ● | our large and active buyer base; |
| ● | the fun and interactive shopping experiences on our platform; |
| ● | our ability to seamlessly connect e-commerce with social networks; |
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| ● | pricing of products sold on our platform; |
| ● | our ability to attract and retain merchants; |
| ● | product quality and selection; |
| ● | brand recognition and reputation; and |
| ● | the experience and expertise of our management team. |
Seasonality
We experience seasonality in our business, reflecting a combination of seasonal fluctuations in internet usage and traditional retail seasonality patterns. For example, we generally experience less buyer traffic and purchase orders during the Chinese New Year holiday season in the first quarter of each year. Furthermore, sales are significantlygenerally higher in the fourth quarter of each calendar year than in the preceding three quarters. E-commercequarters, as e-commerce companies in China typically hold special promotional campaigns on November 11 and December 12 each year that boost sales in the fourth quarter relative to other quarters, and we hold a special promotional campaign in the fourth quarter of each year to celebrate the anniversary of the founding of our platform.that boost sales. Due to our limited operating history, the seasonal trends that we have experienced in the past may not apply to, or be indicative of, our future operating results.
Intellectual propertyProperty
As of December 31, 2019,2021, we owned 2885 computer software copyrights in China relating to various aspects of our operations and maintained approximately 524937 trademark registrations inside China and 35133 trademark registrations outside China. We also had 200568 trademark applications inside China. Our registered domain names include www.pinduoduo.com,, among others.
Corporate Social Responsibility and Our Impact
Corporate social responsibility has been central to how we do business, starting with operating with integrity in all we do and extending to serving the community at large in China. We are committed to leveraging our marketplace to better the lives of millions and to promote sustainable development. In 2021, we continued to support our community of merchants and users through the challenges imposed by natural disasters and the COVID-19 pandemic. We worked with the local governments to support relief efforts and maintain necessary provisions.
Our chairmanplatform connects millions of farmers to the digital economy. We coach farmers on setting up stores online, provide them with access to end demand, and chief executive officer, Mr. Zheng Huang, strongly believes in giving backhelp them to social causesincrease their household income. We support young men and women from rural areas to become e-commerce savvy “new farmers.” Many of them have become better business operators through continuous training and learning by doing.
We also launched Duo Duo Reading Month to support rural communities. In 2021, we donated over 120,000 carefully selected storybooks to rural youth communities in need and is an adamant advocate for using science and technologyaround China. We seek to benefit our society. Mr. Huang is inbroaden the process of establishing a private charitable foundation. This foundation will focus on supporting our employees who have emergency needs and promoting corporate social responsibility efforts that are consistent with our values, beliefs and vision. Mr. Huang has set aside approximately 2.1% of our total outstanding shares at the time of our initial public offering to fund this foundation. We will establish a management committee consisting of our management team or members of Pinduoduo Partnership to supervise the allocationhorizons of the fundyouth and contribute to worthy causes and initiatives and manage its daily operations.
Mr. Huang also plans to establish an additional private charitable foundation to support scientific and medical research and frontier technology. This foundation is to be funded by his ownership stake in our company with a size to be determined.
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Social Impact of Our Initiatives
Apart from Mr. Huang’s personal efforts, we have also had a meaningful impact on the rural poverty in China. In 2019, our “Internet + Agriculture” cycle connects our 585.2 million users directly to growers in rural areasbetter future for these communities through our efficient supply-chain and logistic optimization. Notable successes include Meishan County in Sichuan Province, a landlocked area that grows high-quality tangerines. The rural village has over 1,000 tangerine growers and they saw a good harvest in the autumn of 2018 but they had no choice but to allow their fruits to rot in their orchards as they had little convenient access to the market. After listing their fresh produce on our platform, the tangerine growers received over 70,000 orders in 48 hours and they sold the products at a stable selling price that was many times above the price they could fetch locally. In 2019, 49 women living in a remote village in Xinjiang Uyghur Autonomous Region set up an agricultural co-op and launched a flagship store on our platform to sell local agricultural produce. The flagship store received over 110,000 orders of walnuts in three months, amounted to RMB3.5 million (US$0.5 million).
In addition, we leverage the feature on our Duo Duo Orchard to help farmers sell their produce and increase their income while creating more fun and interactive shopping experience for our users. We will continue to step up our efforts and provide more platform-wide support to farmers on our platform.
To help alleviate the hardship from the outbreak of COVID-19, we have donated more than 1 million facial masks, 200,000 gloves, and 30 tons of disinfectant. Furthermore, we set up a RMB100.0 million (US$14.4 million) fund with Zhejiang University to support research for prevention and control of viral infection and respiratory diseases. The fund will also support research in medical resource allocation in heavily infected areas.these efforts.
Regulation
This section sets forth a summary of the most significant rules and regulations that affect our business and operations in China or the rights of our shareholders to receive dividends and other distributions from us.
Regulations Relating to Foreign Investment
Guidance CatalogueThe Foreign Investment Law
On March 15, 2019, the NPC approved the Foreign Investment Law, which took effect on January 1, 2020 and replaced most of Industries forthe laws and regulations previously governing foreign investment in the PRC. The Foreign Investment Law is the foundation for regulating foreign investments in China. Subsequently, on December 26, 2019, the State Council promulgated the Implementation Regulations on the Foreign Investment Law, which came into effect on January 1, 2020.
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Under the Foreign Investment Law, “foreign investment” refers to the investment activities directly or indirectly conducted by foreign individuals, enterprises or other foreign entities in China. As a general principle, under the Foreign Investment Law, foreign investment is accorded pre-entry national treatment, which means that the treatment given to foreign investors and their investments must not be less favorable than those given to domestic investors and their investments, except if a foreign investment falls under a negative list, such as the 2021 Negative List.
The Foreign Investment Law stipulates three forms of foreign investment, but is silent as to whether contractual arrangements are a form of foreign investment. The Implementation Regulations on the Foreign Investment Law are also silent as to whether contractual arrangements should be deemed to be a form of foreign investment. However, the definition of “foreign investment” under the Foreign Investment Law is broad and covers all activities whereby foreign investors invest in China, including investments made through “any other methods” under laws, administrative regulations, or provisions prescribed by the State Council. Before clarification or confirmation by future laws, administrative regulations or provisions promulgated by the State Council on the nature of contractual arrangements, there is no assurance that contractual arrangements would not be considered to be foreign investment under the Foreign Investment Law. The State Council may in the future enact laws or issue administrative regulations or provisions to classify contractual arrangements as a form of foreign investment, at which time it would be uncertain as to how contractual arrangements would be regulated and whether such contractual arrangements would be deemed to be in violation of the foreign investment restrictions. There is no guarantee that our contractual arrangements and our business will not be materially and adversely affected in the future due to changes in PRC laws and regulations. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—We face uncertainties with respect to the implementation of the Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations.”
The 2021 Negative List and the 2020 Encouraged Industries Catalog
The industries in which foreign investors and foreign-invested enterprises may make investments in the PRC by foreign investors are in principal governedregulated by the Guidance CatalogueCatalog of Industries in which Foreign Investment is Encouraged (2020 edition), or the 2020 Encouraged Industries Catalog, and the Special Administrative Measures for Foreign Investment which wasAccess (Negative List 2021), or the 2021 Negative List. These lists were promulgated, and isare amended from time to time, by the Ministry of Commerce, or MOFCOM and the National Development and Reform Commission, or NDRC. In June 2017, MOFCOM and NDRC promulgated a revision of the Guidance Catalogue of Industries for Foreign Investment, or the Catalogue, effective in July 2017, which was replaced by the Catalogue of Industries for Encouraging Foreign Investment (2019 Version), or the Encouraging Catalogue, promulgated by the NDRC and the MOFCOM on June 30, 2019 and effective on July 30, 2019. On June 30, 2019, the NDRC and the MOFCOM jointly promulgated the Special Administrative Measures for Access of Foreign Investment (2019 Version), or the
The 2021 Negative List effective on July 30, 2019,limits the industries in which replaced the Special Administrative Measures for Accessforeign investors may invest. It sets out a list of Foreign Investment effective in July 2018. Pursuant to the Encouraging Catalogue and the Negative List, foreign-invested projects are classified into three categories: “encouraged,” “restricted” and “prohibited.”“prohibited” industries. Foreign investors may only invest in restricted industries if they satisfy certain conditions, including government approval. Foreign investors may not invest in prohibited industries. By contrast, the 2020 Encouraged Industries Catalog includes a list of “encouraged” industries in which foreign investors are incentivized to invest. Foreign investment in industries that are not listed in the 2021 Negative List areor the 2020 Encouraged Industries Catalog is generally deemed as falling into a fourth category “permitted”permitted, unless specifically restricted by other PRC laws. Formation
The 2021 Negative List and the 2020 Encouraged Industries Catalog also regulate certain corporate matters. For example, in terms of corporate form, the formation of wholly foreign-owned enterprises is generally allowed only for investments in industries in which foreign investment is encouraged and permitted industries. Someor permitted. By contrast, for restricted industries, are limited toforeign investors may only form equity or contractual joint ventures, and in some cases Chinese partners are required to hold the majority interests in such joint ventures. In addition foreign investment in restricted category projects is subject to government approvals. Foreign investors are not allowed in industries in the prohibited category.
In addition to restrictions on shareholding ownership by foreign investors, the Negative Listregulations also sets out otherimpose requirements on corporate governance practice,practices, such as the composition of the board or senior management.
Regulations on Foreign Investment in Value-Added Telecommunications Services
Foreign investment in value-added telecommunications services (except for e-commerce, domestic multi-party communications, storage and forwarding classes, and call centers) falls within the Negative List, and foreign investors are not allowed to hold more than 50% of the total shares in such business.
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In October 2016, MOFCOM issued the Interim Measures for Record-filing Administration of the Establishment and Change of Foreign-invested Enterprises, or FIE Record-filing Interim Measures. Pursuant to the latest FIE Record-filing Interim Measures, except where a special approval is required, the formation of, and subsequent change made to foreign-invested enterprises does not require pre-approval by the MOFCOM or its local counterpart and are only subject to record-filing procedures as long as such action does not involve special entry administration measures.equity ownership limitations. In December 2019, the MOFCOM and the SAIC promulgated the Measures on Reporting of Foreign Investment Information, or the Foreign Investment Information Measures, which became effective on January 1, 2020 and replaced the FIE Record-filing Interim Measures. Pursuant to the Foreign Investment Information Measures, foreign investors and foreign-invested enterprises shall submit investment information through the Enterprise Registration System and the National Enterprise Credit Information Publicity System operated by the SAIC for their foreign investment directly or indirectly in the PRC.
Pursuantparticular, pursuant to the Provisions on Administration of Foreign-Invested Telecommunications Enterprises promulgated by the State Council in December 2001, and most recentlyas amended, in February 2016, or the FITE Regulations, the level of ultimate foreign equity ownership in a value-added telecommunications services provider may not exceed 50%. Moreover,An exception to this limitation was introduced in June 2015, when the MIIT issued the Circular on Removing the Restrictions on Equity Ratio Held by Foreign Investors in Online Data Processing and Transaction Processing (Operating E-Commerce) Business, which amended the relevant provisions in the FITE Regulations to allow foreign investors need to meet a numberown more than 50% of stringent requirements on historical performance and operation track record to be qualified to acquire anythe equity interest in an operator that conducts an e-commerce business. Foreign investors nonetheless remain prohibited from holding more than 50% of the equity interest in a provider of other subcategories of value-added telecommunications services.
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There are also limitations on foreign ownership of VATS Licenses, which are required for the provision of value-added telecommunication businessservices. Pursuant to publicly available information, the PRC government has issued VATS Licenses to only a limited number of foreign-invested enterprises, most of which are Sino-foreign joint ventures engaging in China. Foreign investors that meet these requirements must obtain approvals from the Ministry of Industry and Information Technology, or MIIT, and MOFCOM or their authorized local counterparts, which retain considerable discretion in granting approvals. MIIT issuedvalue-added telecommunication business. In addition, pursuant to the Circular on Strengthening the Administration of Foreign Investment in and Operation of Value-added Telecommunications Business, which was issued by the MIIT in July 2006. Under this circular from the MIIT Circular,2006, a domesticPRC company that holds an telecommunications business operating licensesa VATS License is prohibited from leasing, transferring or selling thesuch license to foreign investors in any form, and from providing any assistance, including providing resources, sites or facilities, to foreign investors that conduct value-added telecommunications business illegally in China.
Pursuant to publicly available information, the PRC government has issued telecommunications business operating licenses to only a limited number of FIEs, most of which are Sino-foreign joint ventures engaging in the value-added telecommunication business. In June 2015, MIIT issued the Circular on Removing the Restrictions on Equity Ratio Held by Foreign Investors in Online Data Processing and Transaction Processing (Operating E-Commerce) Business to amend the relevant provisions in the FITE Regulations, allowing foreign investors to own more than 50% of equity interest in an operator that “conducts e-commerce” business. However, other requirements provided by the Foreign Investment Telecommunications Rules (such as the track record and experience requirement for a major foreign investor) still apply, and foreign investors are still prohibited from holding more than 50% of equity interest in a provider of other subcategories of value-added telecommunications services.
To comply with PRC laws and regulations, we rely on contractual arrangements with our VIE to operate our e-commerce business in China. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—We rely on contractual arrangements with our VIE and its shareholders for a large portion of our business operations, which may not be as effective as direct ownership in providing operational control.”
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Foreign Investment LawInformation, which became effective on January 1, 2020. Pursuant to these measures, foreign investors and foreign-invested enterprises must submit investment information through the Enterprise Registration System and the National Enterprise Credit Information Publicity System operated by the SAMR for their direct or indirect foreign investments in the PRC.
The Foreign Investment Security Review Measures
On March 15, 2019,December 19, 2020, the National People’s Congress approvedNDRC and MOFCOM promulgated the Foreign Investment Law,Security Review Measures, which took effect on January 1, 2020 and replaced the Sino-Foreign Equity Joint Venture Enterprise Law, the Sino-Foreign Cooperative Joint Venture Enterprise Law and the Foreign Owned Enterprise Law, together with their implementation rules and ancillary regulations. This new law is now the foundation for regulation on18, 2021. Under these measures, foreign investments in China. The Foreign Investment Law implements a system of pre-entrymilitary, national treatment with a negative list fordefense-related areas or in locations close to military facilities, or foreign investments pursuantthat would result in a foreign entity acquiring the actual control of assets in certain key sectors, including, among others, internet products and services, are required to which (i) foreign entities and individuals are prohibitedobtain approval from investingthe competent governmental authorities in the areas that are not open to foreign investments, (ii) foreign investments in the restricted industries must satisfy certain requirements under the law, and (iii) foreign investments in business sectors outside of the negative list will be treated equally with domestic investments. The Foreign Investment Law stipulates three forms of foreign investments, but does not explicitly name contractual arrangements as a form of foreign investments. Notwithstanding the above, the Foreign Investment Law sets a very broad definition of “foreign investment” to catch any activities where foreign investors investing in China through “any other methods” under laws, administrative regulations, or provisions prescribed by the State Council. On December 26, 2019, the State Council promulgated the Implementation Regulations on the Foreign Investment Law, which came into effect on January 1, 2020. However, the Implementation Regulations on the Foreign Investment Law still remains silent on whether contractual arrangements should be deemed as a form of foreign investment. Therefore, it still leaves leeway for future laws, administrative regulations or provisions promulgated by the State Council to classify contractual arrangements as a form of foreign investments. In that case our contractual arrangements might be deemed to be in violation of the foreign investment restriction. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—We face uncertainties with respect to the implementation of the Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations.”advance.
Licenses, Permits and Filings
The PRC government puts extensive regulation overextensively regulates the telecommunications industry, particularly the internet serviceservices sector. The State Council, the MIIT, MOFCOM, the SAIC (which has now been merged into the SAMR), the former State Administration of Press, Publication, Radio, Film and Television (which has been replaced by the State Administration of Radio and Television), and other relevant government authorities have promulgated an extensive regulatory scheme governing telecommunications, online sales and e-commerce. New laws and regulations may be adopted from time to time that will require us to obtain additional licenses and permits in addition to those that we currently have, and will require us to address new issues that arise from time to time. In addition, uncertainties exist regarding the interpretation and implementation of current and any future PRC laws and regulations applicable to the telecommunications, online sales and e-commerce. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Any lack of additional requisite approvals, licenses or permits required due to regulatory changes of PRC governmental authorities or failure to comply with any requirements of PRC laws, regulations and regulationspolicies may materially and adversely affect our daily operations and hinder our growth.”
We are required to hold certain licenses and permits and to make certain filings with the relevant PRC governmental authorities in connection with various aspects of our business, including the following:
Value-Added Telecommunication Business OperatingOperation Licenses
In September 2000, the Telecommunications Regulations of the People’s Republic of China, or the Telecom Regulations, were issued by the State Council as the primary governing law on telecommunication services. The Telecom Regulations set out the general framework for the provision of telecommunication services by PRC companies. Under the this regulation, telecommunications service providers are required to obtain operating licenses prior to commencement
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The Telecom Regulations draw a distinction between “basic telecommunications services” and “value-added telecommunications services.” In December 2015, the MIIT released the Catalog of Telecommunication Business (2015 Revision), which clarified the scope of “value-added telecommunications services.” In particular, under whichthis catalog, both the online data processing and transaction processing business (i.e., operatingthe e-commerce business) and information service business, were categorized as value-added telecommunicationtelecommunications services. This catalog furtheralso specifies that the scope of information service business which coversincludes information release and delivery services, information search and query services, information community platform services, information real-time interactive services, and information protection and processing services.
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Under the Telecom Regulations, telecommunications service providers are required to obtain operating licenses before they commence operations. In March 2009, the MIIT issued the Administrative Measures for Telecommunications Business Operating Permit, which confirm the two types of telecom operating licenses for operators in China, namely, licenses for basic telecommunications services and licenses for value-added telecommunications services. The operation scope of thelicensethe license will detail the permitted activities of the enterprise to which it is granted. An approved telecommunication services operator shallmust conduct its business in accordance with the specifications recorded on its value-added telecommunication business operating licenses, or VATS Licenses.License(s). In addition, a VATS License holder is required to obtain approval from the original permit-issuing authority before any change to its shareholders or business scope could occur.may be made. In February 2015,January 2014, the State Council has issued the Decisions on Cancelling and Adjusting a Batch of Administrative Approval Items, which, among others, replaced the pre-registration approval requirement for telecommunications business with a post-registration approval requirement.
In September 2000, the State Council promulgated the Administrative Measures on Internet Information Services, pursuant to which commercial internet content-related services operators shallmust obtain a VATS License for internet content provisioncontent-related business or the ICP License, from the relevant government authorities before engaging in any commercial internet content-related services operations within China.
Our consolidated affiliated entity, Shanghai Xunmeng, the main operating entity which provides platform service to third-party merchants for their sales of products, has obtained athe VATS License forLicenses covering (i) online data processing and transaction processing business (operating e-commerce, excludinge-commerce), (ii) internet financecontent-related services, (iii) domestic call center business, and e-hailing services) and internet(iv) information services (excluding information search and inquiry services and real-time interactive information services) from Shanghai Communications Administration, and this licenseAdministration. Certain of Shanghai Xunmeng’s VATS Licenses will expire in August 2022.2022, while the remaining licenses will expire in 2025. Another consolidated affiliated entity, Hangzhou Aimi, has obtained a VATS License for online data processing and transaction processing business (operating e-commerce, excluding internet finance and e-hailing services)e-commerce) and internet information services (excluding information search and inquiry services and real-time interactive information services). The license was issued by Zhejiang Communications Administration and is scheduled tocontent-related services. Hangzhou Aimi’s VATS License will expire in July 2020.2025.
Internet Drug Information Service Qualification Certificate
The State Food and Drug Administration, or the SFDA (which has now been merged into SAIC)the SAMR), promulgated the Administrative Measures on Internet Drug Information Service in July 2004, most recently amended in November 2017, and certain implementing rules and notices thereafter. These measures set out regulations governing the classification, application, approval, content, qualifications and requirements for internet drug information services. An internet information service operator that provides information regarding drugs or medical equipment must obtain an Internet Drug Information Service Qualification Certificate from the province-level counterpart of the SFDA. Shanghai Xunmeng holds an Internet Drug Information Service Qualification Certificate issued by the Shanghai Municipal Food and Drug Administration for the provision of internet medical information services, and this license will remain valid until January 2022.expire in 2024.
Filing by Online Trading Platforms Providing Services for the Distribution of Publications
We are subject to regulations relating to online trading platform services provided for distribution of publications including books and audio-video products. Pursuant to the Regulation on the Protection of the Right to Network Dissemination of Information promulgated by the State Council, a network service provider of information storage, searching and linking services shouldmust remove the link to a work, performance or audio-video product if the work is suspected of infringing on other’s right.upon the right of another person. The removal should take place promptly by the service provider upon receipt of a notice alleging such infringement issued by the owner of such work or audio-video products. According to the Provisions on the Administration of the Publication Market, an online trading platform that provides services for the distribution of publications shallmust complete filing procedures with the competent publication administrative authority. An online trading platform is required to examine the identity of the dealers distributing publications through the platform, verify their business license and Publications Operation Permit, establish a mechanism to prevent and control the trading risks and take effective measures to rectify illicit actions conducted by the dealers distributing publications on the platform. If any entity subject to such requirements fails to complete the filing or fails to fulfill the relevant duties of examination and supervision in accordance with this regulation, it may be subject to an order to cease illegal acts and a warning by the competent publication administrative authority, as well as a penalty not exceeding RMB30,000. Shanghai Xunmeng has completed the requisite procedures with the relevant publication authority.
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Filing by Third-Party Platforms Providers for Medical Device Online Trading Services
The SFDA promulgated the Measures for the Supervision and Administration of Online Sale of Medical Devices in December 2017, which became effective in March 2018. Pursuant to such measures, a third-party platform providing online trading services for medical devices shallmust complete filing procedures with the competent provincial food and drug administrative department. According to the measures, a third-party platform that fails to complete the filing in accordance with the measures may be ordered by the competent provincial food and drug administrative department to make rectification within a prescribed time limit, and failure to make such rectification may subject the platform to public exposure of incompliance and a penalty of not exceeding RMB30,000. Shanghai Xunmeng has completed the requisite procedures with the relevant administrative authority.
Filing by Third-Party Platform Providers for Online Food Trading
In July 2016, the SFDA promulgated the Measures for Investigation and Handling of Illegal Acts Involving Online Food Safety, which became effective on October 1, 2016 and was amended on April 2, 2021, pursuant to which a third-party platform providing online food trading in the PRC shallmust file a record with the food and drug administration at the provincial level and obtain a filing number. WhereIf the platform fails to complete such filing, it may be ordered to make rectifications and given a warning by the competent food and drug administration, and the failure to make such rectification may be subject the third-party platform to fines ranging from RMB5,000 to RMB30,000. Shanghai Xunmeng has completed the requisite procedures with the competent food and drug administration.
Regulations Relating to E-Commerce
In January 2014, SAIC adopted the Administrative Measures for Online Trading, or the Online Trading Measures. Under the Online Trading Measures, e-commerce platform operators shall examine and register the identity of the merchants when such merchants apply for registration on their e-commerce platforms, review and update the identity information regularly, and keep record of the identity information. It is further provided that e-commerce platform operators shall make publicly available the link to, or the information contained, in the business licenses of such merchants (if the merchants are business entities) or a label confirming the verified identity of the merchants (if the merchants are individuals). A consumer is entitled to return the merchandise within seven days from the date after receipt of the merchandise without a reason, except for customized products, fresh and perishable goods, audio-visual products downloaded online or unpackaged by consumers, computer software and other digital products, and newspapers and journals. Merchants shall, within seven days upon receipt of the returned merchandise, provide full refunds to consumers. In addition, e-commerce platform operators shall not, through contractual terms or other means, set out the provisions that are not fair or reasonable to consumers such as those that exclude or restrain consumers’ rights, relieve or exempt operators’ responsibilities, and increase the consumers’ burdens, and shall not, through contractual terms or technical means, conduct transactions in a forcible manner.The E-Commerce Law
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In August 2018, the Standing Committee of the National People’s CongressNPC promulgated the E-Commerce Law, which took effect in January 2019. The E-commerceE-Commerce Law proposesimposes a seriesnumber of requirements on e-commerce operators, including individuals and entities carrying out business online, e-commerce platform operators and merchants on the platform. For example, the E-Commerce Law requires e-commerce platform operators to respect and indiscriminately protect consumers’ legitimate rights and provide options to consumers, and also requires e-commerce operators to clearly point out to consumers theiridentify bundle sales in which additional services or products are added by merchants to a purchase,consumers’ orders, and not to assume consumers’that consumers will consent to such bundle sales by default. E-commerce platform operators are required under the E-Commerce Law to establish a credit evaluation system and publicize the credit evaluation rules, and provide consumers with ways to evaluate products sold or services provided on the platform. The E-Commerce Law also requires any e-commerce platform operator to develop, and continuously publish or make publicly available by a prominent link on its home page, its platform service agreement and transaction rules, specifying the rights and obligations of relevant parties with respect to registration and de-registration on the platform, quality assurance and protection of consumer rights and personal information, and to ensure convenient and full access to reading and downloading such service agreement and transaction rules by merchants and consumers. Moreover, according to the E-Commerce Law, e-commerce platform operators, who fail to take necessary actions when they know or should have known any intellectual property infringement, product defects or other infringement of consumer rights by any merchant on the platform, will be imposed a joint liability with the merchants; with respect to the products or services affecting consumers’ life and health, the e-commerce platform operators will bear relevant responsibilities if they fail to review the qualifications of merchants or fail to safeguard the interests of the consumers. In addition, the E-Commerce Law requires e-commerce operators, including individuals and entities carrying out business online, e-commerce platform operators and merchants on these platforms, to display prominently on their home page the information contained in their business licenses or administrative permits relating to their operating businesses. Failure to take necessary actions against merchants on the e-commerce platforms that are not in compliance with such requirements may subject the e-commerce platform operators to rectification within a specified period and a fine between RMB20,000 and RMB100,000.
Regulations on the Registration of E-Commerce Operators
In December 2018, SAICthe SAMR issued the “OpinionsOpinions on Doing Well in E-Commerce Operator Registration,” which requires e-commerce operators, including individuals and entities carrying out business online and e-commerce platform operators and merchants on these platforms, to register with the local branches of SAIC.the SAMR. Individuals selling agricultural products or conducting certain transactions with minimum economic value and low volume are not subject to these registration requirements. Pursuant to these opinions, the e-commerce platform operators shall provide identity information of the merchants on their platform to local branches of SAICthe SAMR and prompt the merchants failing to make such registrations to comply with the relevant registration requirements.
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Regulations on Cross-Border E-Commerce
In March 2016, the State Administration of Taxation,SAT, the Ministry of Finance, or the MOF, and the General Administration of Customs jointly issued the Circular on Tax Policy for Cross-Border E-commerce Retail Imports, which took effect in April 2016. Pursuant to this circular, goods imported through the cross-border e-commerce retailchannels are subject to tariff, import value-added tax, or VAT, and consumption tax based on the types of goods. Individuals purchasing any goods imported through cross-border e-commerce retailchannels are taxpayers, and e-commerce companies, companies operating e-commerce transaction platforms or logistic companies are required to withhold the taxes.
Regulations on Livestreaming
On November 12, 2020, the NRTA issued the Circular on Strengthening the Administration of Livestreaming, or the Notice 78, which requires, among other things, platforms that provide livestreaming to register their information and business operations. Pursuant to the circular, internet platforms that operate livestreaming business are subject to a series of compliance requirements covering the areas of, among other things, maintenance of sufficient content review staff, training and registration of the content review staff and dynamic adjustment of the content review protocols. Online e-commerce livestreaming platforms are required to design mechanisms for qualification verification and real-name authentication of e-commerce business owners and individuals who conduct livestreaming marketing on their platforms and keep complete records. Subsequently, on April 23, 2021, seven PRC regulatory authorities jointly promulgated the Administrative Measures on Online Livestreaming Marketing (Trial), effective May 25, 2021, which requires livestreaming platforms to (i) intervene in risky or illegal transactions by limiting traffic, suspending livestreaming or other methods, and (ii) prominently warn users of the risks involved in transactions conducted outside of the livestreaming platforms.
Regulations on Online Transactions
In March 2021, the SAMR issued the Measures for the Supervision and Administration of Online Transactions, or the Online Transactions Supervision Measures, which became effective on May 1, 2021. The Online Transactions Supervision Measures provide a number of specific rules relating to the registration of entities that transact online, the supervision of e-commerce and other business models, and the protection of consumers’ rights and personal information. In particular, pursuant to the Online Transactions Supervision Measures, individual merchants with an aggregate annual online business turnover of RMB100,000 or more must register with the applicable local branches of the SAMR, and e-commerce platforms must remind the individual merchants on their platforms to make such registrations in a timely manner.
Regulations Relating to Internet Information Security and Privacy Protection
The PRC has extensive laws and regulations relating to internet information security and privacy protection, including with respect to the following key areas:
National Security
Internet information in China is regulated from a national security standpoint. China’s National Security Law covers technology security and information security. The National People’s Congress, orStanding Committee of the NPC has also enacted the Decisions on Preserving Internet Security, which subject violators to potential criminal punishment in China for any attempt to: (i) gain improper entry into a computer or system of strategic importance; (ii) disseminate politically disruptive information; (iii) leak state secrets; (iv) spread false commercial information; or (v) infringe intellectual property rights. The Ministry of Public Security of the PRCMPS has promulgated measures that prohibit use of the internet in ways which, among other things, result in a leakthe leakage of state secrets or athe spread of socially destabilizing content. If an internet information service provider violates these measures, the Ministry of Public SecurityMPS and its local branches may revoke its operating license and shut down its websites.
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Personal Information and Data Privacy
On August 20, 2021, the Standing Committee of the NPC promulgated the Personal Information Protection Law, which unified a number of hitherto separate rules with respect to personal information rights and privacy protection, and took effect on November 1, 2021. The Personal Information Protection Law strengthened the protection of personal information. As a general principle, the processing of personal data must be directly related to a specific and reasonable purpose and the related collection of personal information must be tailored to what is necessary to meet that purpose. The Personal Information Protection Law also created a number of specific requirements for the processing of personal data. For example, personal data processors must adopt measures necessary for safeguarding the security of the personal data that they handle. Moreover, the law prohibits personal data processors from engaging in price discrimination or otherwise applying unreasonable differential treatment to individuals based on automated analysis of collected personal information. Entities that violate the Personal Information Protection law may be subjected to a number of penalties, including (i) orders to rectify their violations, (ii) the suspension or termination of the provision of their services, (iii) confiscation of income that was illegally earned, or (iv) fines.
In recent years,addition to the Personal Information Protection Law, PRC government authorities have enacted a number of other laws and regulations on internet use to protect personal information from any unauthorized disclosure. Underand data privacy. On March 12, 2021, the SeveralCAC, the MIIT, the MPS and the SAMR jointly released the Provisions on Regulating the Market OrderScope of Necessary Personal Information for Common Types of Mobile Internet Information Services issued by the MIIT, anApplications, effective May 1, 2021. These rules introduce a number of other obligations for persons that process certain types of personal information. For example, mobile internet information service providerapplication operators may not collect any userprevent users from using the basic functions and services of their mobile apps solely because such users do not agree to provide their non-essential personal information.
Under China’s Criminal Law, certain activities that infringe upon personal information or provide any such informationprivacy are criminal offenses. The laws relating to third parties without the consent of the user. An internet information service provider must expressly inform the users of the method, content and purpose of the collection and processing of such user personal information and may only collect such information necessary for the provision of its services. An internet information service provider is also required to properly maintain the user’s personal information, andinformation-related crimes was most recently revised in case of any leak or likely leak of the user’s personal information, the internet information service provider must take immediate remedial measures and, in severe circumstances, immediately report to the telecommunications authority. Moreover, pursuant to the Ninth Amendment to the Criminal Law, issuedwhich became effective in November 2015 and was subsequently clarified in relevant part by the Standing Committee of the NPC in August 2015, any internet service provider that fails to fulfill the obligations related to internet information security administration as required by applicable laws and refuses to rectify upon orders, shall be subject to criminal penalty for the result of (i) any dissemination of illegal information in large scale; (ii) any severe effect due to the leakage of the client’s information; (iii) any serious loss of criminal evidence; or (iv) other severe situation. Any individual or entity that (i) sells or provides personal information to others in a way violating the applicable law, or (ii) steals or illegally obtains any personal information, shall be subject to criminal penalty in severe situation. In addition, the Interpretations of the Supreme People’s Court and the Supreme People’s Procuratorate of the PRC on Several Issues Concerning the Application of Law in Handling Criminal Cases of Infringing Personal Information, which was issued in May 2017, clarified certain standards2017. China’s Criminal Law imposes criminal culpability for the convictionunlawful collection, transaction, and sentencingprovision of the criminals in relationpersonal information. Moreover, pursuant to personalChina’s Criminal Law, ICP providers that fail to fulfill their obligations relating to internet information infringement. Further, the NPC promulgated a new National Security Law, effective July 2015,security under applicable laws and refuse to replace the former National Security Law and covers various types of national security including technology security and information security.rectify such failures may be subject to criminal liability.
In addition, theCybersecurity
The Standing Committee of the NPC promulgated the Cyber Security Law of the People’s Republic of China, or the Cyber SecurityCybersecurity Law, effective June 1, 2017, to protect cyberspacethe security and order.order of cyberspace. Pursuant to the Cyber SecurityCybersecurity Law, any individual or organization using the network must comply with the constitution and the applicable laws, follow the public order and respect social moralities, and must not endanger cyber security, or leveragemoralities. The Cybersecurity Law prohibits endangering cybersecurity, leveraging the network to engage in activities that endanger the national security, honor and interests, or infringe onupon the fame, privacy, intellectual property andor other legitimate rights and interests of others. The Cyber SecurityCybersecurity Law sets forthprovides for various security protection obligations for network operators, which are defined as “owners and administrators of networks and network service providers”, including,providers.” In particular, network operators must, among others, complyingother obligations, comply with a series of requirements regarding the use of tiered cyber protection systems, verifyingverify users’ real identity, localizing thestore personal informationdata and important data gathered and produced by key information infrastructure operators during operations within the PRC, and providing assistance and support toassist government authorities whereto the extent necessary for protecting national security and investigating crimes. Furthermore, MIIT’s
Critical information infrastructure operators are subject to specific cybersecurity regulations under PRC laws and regulations. Under the Regulations on the Protection of Critical Information Infrastructure, “critical information infrastructure” is defined as those network facilities or information systems that may endanger national security, people’s livelihoods and the public interest if such facilities or systems were to experience data breaches, damage, or system malfunctions. In particular, the network facilities or information systems used in certain critical industries or sectors (such as telecommunications, energy, transportation, finance, public services and national defense) are considered critical information infrastructure. The administration department of each critical industry or sector is responsible for identifying the critical information infrastructure operators in their industry or sector. In terms of legal rights and duties, the Regulations on the Protection of Critical Information Infrastructure provide, among other things, that (i) no individual or organization may intrude into, interfere with, sabotage or endanger the security of critical information infrastructure; and (ii) critical information infrastructure operators must establish a cybersecurity protection system and accountability system, and the main responsible person of a critical information infrastructure operator must take full responsibility for protecting that operator’s critical information infrastructure.
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PRC laws and regulations impose cybersecurity review obligations on critical information infrastructure operators and network platform operators. These obligations are imposed by the Cybersecurity Review Measures and the Regulations on the Protection of Critical Information Infrastructure. Critical information infrastructure operators, as determined and notified by the applicable governing authorities, are required to undergo cybersecurity reviews if they procure network products and services which could affect the security of their information infrastructure, network or data and such procurement will or may affect national security. As of the date of this annual report, we have not received any notice that we are a critical information infrastructure operator by any government authority. Under the Cybersecurity Review Measures, any network platform operator that holds personal data of more than one million users must apply for a cybersecurity review before it makes any public offering on a foreign stock exchange.
In addition to the foregoing circumstances, the Cybersecurity Review Measures also impose cybersecurity review obligations on national security grounds. In particular, if a member organization of the Cybersecurity Review Working Mechanism (consisting of the CAC, MIIT, CSRC and the other governmental authorities that jointly promulgated the Cybersecurity Review Measures) finds that an operator is engaged in offering network products and services or data processing activities affect or may affect national security, the Cybersecurity Review Office must report to the CAC for approval and may initiate a cybersecurity review, even if the operators would not otherwise have an obligation to report for a cybersecurity review in their capacity as a critical information infrastructure operator or a network platform operator. The Cybersecurity Review Measures lists a number of factors for assessing national security risks, including, among others: (i) the risk of any core data, important data or a large amount of personal data being stolen, leaked, destroyed, illegally used or illegally transferred abroad; and (ii) the risk of critical information infrastructure, core data, important data or a large amount of personal data being affected, controlled or maliciously used by foreign governments after a foreign listing.
As the Cybersecurity Review Measures and the Regulations on the Protection of Critical Information Infrastructure are relatively new, certain concepts thereunder, including the exact scope of the term “critical information infrastructure operators” and “network platform operators,” remain subject to further clarification. Therefore, it is uncertain whether we would be deemed to be a critical information infrastructure operator or a network platform operator under PRC law and become subject to the relevant PRC cybersecurity laws and regulations. In addition, some of the provisions under the Cybersecurity Review Measures remain unclear on whether they are applicable to companies that are already listed in the United States, such as us.
Besides the Cybersecurity Law and the Cybersecurity Review Measures, a number of other rules and regulations also regulate cybersecurity. In July 2013, the MIIT promulgated the Rules on the Protection of Personal Information of Telecommunications and Internet Users promulgated, which became effective in July 2013, effective September 2013 and contain detailed requirements on the use and collection of personal information, as well as the security measures required tothat must be taken by telecommunications business operators and internet information service providers. On November 28, 2019, the Secretary Bureau of the Cyberspace Administration of China,CAC, the General Office of the MIIT, the General Office of the Ministry of Public Security and the General Office of the State Administration for Market Regulation promulgated the Identification Method of Illegal Collection and Use of Personal Information Through App,Apps, which provides guidance for regulatory authorities to identify the illegal collection and use of personal information through mobile apps and for mobile app operators to conduct self-examination and self-correction. The Civil Code, promulgated in 2020, also provides specific provisions regarding the protection of personal information.
Data Security
On June 10, 2021, the Standing Committee of the NPC published the Data Security Law of the People’s Republic of China, which took effect on September 1, 2021. The Data Security Law broadly requires data processing, which includes the collection, storage, use, processing, transmission, provision, publication of data, to be conducted in a legitimate and proper manner. To that end, the Data Security Law imposes a number of data security and privacy obligations on entities and individuals that process data, requiring them to engage in in risk monitoring, take remedial measures against data security vulnerabilities and data security incidents, and timely notify users and regulators about any data security incidents.
The Data Security Law introduces a data classification and multilevel protection system, pursuant to which data is classified based on such data’s importance to China’s economic and social development, as well as the degree of harm that may be caused to national security, the public interest, and the legitimate rights and interest of individuals or organizations if such data were to be tampered with, destroyed, leaked, illegally acquired or illegal used. Data that is classified as more important will be subject to stricter management and protection requirements. For example, the Data Security Law introduces the concept of national core data, which is defined as data that relates to national security, the lifeline of the national economy, people’s livelihoods and major public interests. National core data is subject to more stringent regulatory control by central and local governments. Similarly, for data classified as important data, the Data Security Law requires the processors of such important data to regularly conduct risk assessments and submit the resultant risk assessment reports to regulators.
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74The Data Security Law imposes limitations on the cross-border transfer of data. For example, the Data Security Law prohibits organizations and individuals in the PRC from providing any data stored in China to foreign judicial bodies or foreign law enforcement authorities without the approval of the competent PRC governmental authorities.
Following the passage of the Data Security Law, the PRC government has issued additional draft regulations relating to data security. In particular, on October 29, 2021, the CAC issued the Draft Security Assessment Measures. These draft measures provide for security assessments on cross-border data transfers. Pursuant to these draft measures, a data processor must apply to the competent cyberspace department to conduct a data security assessment and obtain clearance if the proposed cross-border transfer of data involves: (i) personal data and important data collected and generated by a critical information infrastructure operator; (ii) important data; (iii) personal data collected by a data processor that processes more than one million users’ personal information; (iv) data that, in the aggregate, comprises more than one hundred thousand users’ personal data or more than ten thousand users’ sensitive personal data; or (v) other circumstances under which a security assessment for cross-border data transfer is required by the CAC. However, as the Draft Security Assessment Measures were released for public comment only, there still exists substantial uncertainties with respect to their enactment timetable and final provisions.
Subsequently, on November 14, 2021, the CAC released the Draft Network Data Security Regulations for public comment. These draft regulations create cybersecurity review obligations for data processors, which are broadly defined as individuals or organizations that have discretion in deciding the objectives and means of their data processing activities, such as data collection, storage, utilization, transmission, publication and deletion. In particular, pursuant to the Draft Network Data Security Regulations, a data processor must apply for cybersecurity review if, among others, it (i) seeks a public offering on a foreign stock exchange and processes the data of more than one million users, (ii) it seeks a Hong Kong listing that affects or may affect national security, or (iii) otherwise conducts data processing activities that affect or may affect national security. However, as of the date of this annual report, there have been no clarifications from the relevant authorities as to the standards for determining whether an activity is one that “affects or may affect national security.” In addition to the foregoing cybersecurity review obligations, the Draft Network Data Security Regulations also proposed to create a system of annual data security self-assessments, whereby data processors that (i) process “important data” or (ii) are listed overseas must conduct an annual data security assessment, and submit the annual assessment report to the applicable municipal cybersecurity department by the end of January in the following year. As of the date of this annual report, the Draft Network Data Security Regulations have only been released for public comment, and their respective provisions and anticipated adoption or effective date remain subject to change with substantial uncertainty.
To the extent the Draft Security Assessment Measures or the Draft Network Data Security Regulations are enacted into law in their current form, data processors would be subject to additional regulatory obligations. Additionally, some of the provisions under the Draft Security Assessment Measures and the Draft Network Data Security Regulations remain unclear on whether they will be applicable to companies that are already listed in the United States, such as us.
Network Products
On July 12, 2021, the MIIT and two other authorities jointly issued the Provisions on the Administration of Security Vulnerabilities of Network Products. These provisions state that organizations and individuals are prohibited from (i) abusing the security vulnerabilities of network products to engage in activities that endanger network security and (ii) illegally collecting, selling, or publishing information about such security vulnerabilities. It is also prohibited to provide technical support, advertising, payment settlement and other assistance to a person who is known to be in violation of the provisions. Additionally, network product providers, network operators, and platforms collecting network product security vulnerabilities must establish channels for receiving information about network product security vulnerabilities and keep such channels open, as well as retain logs about network product security vulnerability information for at least six months. These provisions also ban the provision of undisclosed vulnerabilities to overseas organizations or individuals other than to the providers of the products to which the vulnerabilities relate.
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Regulations Relating to Product Quality and Consumer Rights Protection
The PRC Consumer Rights and Interests Protection Law, as amended in and effective March 2014, and the Online TradingTransactions Supervision Measures, have provided stringent requirements and obligations on business operators, including internet business operators and platform service providers. For example, consumers are entitled to return goods purchased online, subject to certain exceptions, within seven days upon receipt of such goods for no reason. To ensure that sellers and service providers comply with these laws and regulations, the platform operators are required to implement rules governing transactions on the platform, monitor the information posted by sellers and service providers, and report any violations by such sellers or service providers to the relevant authorities. In addition, online marketplace platform providers may, pursuant to the relevant PRC consumer protection laws, be exposed to liabilities if the lawful rights and interests of consumers are infringed upon in connection with consumers’ purchase of goods or acceptance of services on online marketplace platforms and the online marketplace platform providers fail to provide consumers with the contact information of the seller or manufacturer. In addition, online marketplace platform providers may be jointly and severally liable with sellers and manufacturers if they are aware or should be aware that any seller or manufacturer is using the online platform to infringe upon the lawful rights and interests of consumers and fail to take measures necessary to prevent or stop such activity.
The Tort Liability LawCivil Code of the PRC, effective January 1, 2021, also provides that if an online service provider is aware that an online user is committing infringing activities, such as selling counterfeit products, through its internet services and fails to take necessary measures, it shall be jointly liable with the said online user for such infringement. If the online service provider receives any notice from the infringed party on any infringing activities, the online service provider shall take necessary measures, including deleting, blocking and unlinking the infringing content, in a timely manner. Otherwise, it will be held jointly liable with the relevant online user for the extended damages.
We are subject to the Civil Code of the PRC, the PRC Consumer Rights and Interests Protection Law, and the Online TradingTransactions Supervision Measures and the Tort Liability Law of the PRC as an e-commerce platform service provider and believe that we are currently in compliance with these regulations in all material aspects.
Regulations Relating to Anti-unfair Competition and Anti-monopoly
On April 23, 2019, the Standing Committee of the NPC amended the PRC Anti-unfair Competition Law, pursuant to which business operators may not engage in anti-competitive activities including but not limited to, unduly influencing transactions, confusing or defrauding consumers, commercial bribery, trade secret infringement and commercial libel. Failure to comply with the Anti-unfair Competition Law and related regulations could result in various administrative penalties, including fines, confiscation of illegal gains and cessation of business activities.
After its promulgation, the relevant PRC anti-monopoly authorities further strengthened enforcement under the Anti-monopoly Law. In February 2021, the Anti-monopoly Committee of the State Council published the Anti-monopoly Guidelines for the Platform Economy Sector, aiming at enhancing anti-monopoly administration of businesses that operate under the platform model and the overall platform economy. According to these guidelines, business practices such as deploying big data analytics to set discriminatory terms for merchandise price or other transaction terms, coercive exclusivity arrangements with transaction counterparties, blocking of competitor interface through technological means and unlawful collection of user data without consent, are prohibited. In addition, the guidelines included concentrations involving companies with VIE structure within the ambit of the SAMR’s merger control review, if certain reporting thresholds are met.
In addition to the currently enacted laws and regulations, PRC authorities have proposed certain draft regulations that would further strengthen unfair competition and anti-monopoly laws if enacted into law. In particular, on August 17, 2021, the SAMR issued the Draft Provisions on the Prohibition of Unfair Competition on the Internet for public comment. These draft provisions prohibit business operators from using data, algorithms and other technical methods to hijack traffic or influence users’ choices, or use technical means to illegally capture or use other business operators’ data. Subsequently, in October 2021, the Standing Committee of the NPC issued the Draft Amendment to the Anti-monopoly Law for public comment. This is the second draft of the proposed amendments to the Anti-monopoly Law. The draft amendment proposed to increase the maximum amount of fines that may be imposed on a business operator for violations of certain market concentration requirements to up to 10% of the business operator’s sales revenue from the preceding year. The draft amendment also proposed that the relevant authority should investigate a transaction if the concentration resulting from the transaction has or may have the effect of eliminating or restricting competition, even if such concentration does not reach the filing threshold.
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Regulations Relating to Internet Advertising Business
In July 2016, the SAIC issued the Interim Measures for the Administration of Internet Advertising to regulate internet advertising activities. It defines internet advertising as any commercial advertising that directly or indirectly promotes goods or services through websites, webpages, internet applications and other internet media in the forms of words, picture, audio, video or others, including promotion through emails, texts, images, video with embedded links and paid-for search results. According to these measures, no advertisement of any medical treatment,treatments, medicines, food for special medical purpose,purposes, medical apparatuses, pesticides, veterinary medicines, dietary supplement or other special commodities or services subject to examination by an advertising examination authority and may be published only published after passing the examination. In addition, no entity or individual may publish any advertisement of over-the-counter medicines or tobacco on the internet. An internet advertisement must be identifiable and clearly identified as an “advertisement” to the consumers. Paid search advertisements are required to be clearly distinguished from natural search results. In addition, the following internet advertising activities are prohibited: providing or using any applications or hardware to intercept, filter, cover, fast forward or otherwise restrict any authorized advertisement of other persons; using network pathways, network equipment or applications to disrupt the normal data transmission of advertisements, alter or block authorized advertisements of other persons or load advertisements without authorization; or using fraudulent statistical data, transmission effect or matrices relating to online marketing performance to induce incorrect quotations, seek undue interests or harm the interests of others. Internet advertisement publishers are required to verify relevant supporting documents and check the content of the advertisement and are prohibited from publishing any advertisement with unverified content or without all the necessary qualifications. Internet information service providers that are not involved in internet advertising business activities but simply provide information services are required to block any attempt to publish an illegal advisement that they are aware of or should reasonably be aware of through their information services.
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TableIn addition, the Chinese government may, from time to time, promulgate new advertising laws and regulations in the future to impose additional requirements on online advertising services. For example, on November 26, 2021, the SAMR promulgated a draft of Contentsthe Measures for the Administration of Internet Advertisements for public comment. These draft measures stipulate that the promotion of commodities or services in the form of paid listings on the Internet must be prominently identified as advertisements, among other obligations. To the extent these measures are enacted into law, internet information service providers would be subject to additional requirements under PRC online advertising laws.
Regulations Relating to Payment Services
In June 2010, the People’s Bank of China, or PBOC, issued the Administrative Measures for the Payment Services of Non-Financial Institutions, or the Payment Services Measures. Under this rule, a non-financial institution must obtain a payment business license, or the Payment License, to provide payment services and qualifies as a paying institution. With the Payment License, a non-financial institution may serve as an intermediary between payees and payers and provide some or all of the following services: online payment, issuance and acceptance of prepaid card, bank card acceptance, and other payment services as specified by PBOC. Without PBOC’s approval, no non-financial institution or individual may engage in payment business whether explicitly or in a disguised form.
In November 2017, PBOC published a notice, or the PBOC Notice, on the investigation and administration of illegal offering of settlement services by financial institutions and third-party payment service providers to unlicensed entities. The PBOC Notice intended to prevent unlicensed entities from using licensed payment service providers as a conduit for conducting the unlicensed payment settlement services, so as to safeguard the fund security of funds and information security.information. We believe that our pattern of receiving settlement services from commercial banks and third-party online payment service providers are not in violation of the PBOC Notice. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We currently rely on commercial banks and third-party online payment service providers for payment processing and escrow services on our platform. If these payment services are restricted or curtailed in any way, are offered to us on less favorable terms, or become unavailable to us or our buyers for any reason, our business may be materially and adversely affected.”
Regulations Relating to Intellectual Property in the PRC
Copyright
Pursuant to the Copyright Law of the PRC, copyrights include personal rights such as the right of publication and that of attribution as well as property rights such as the right of production and that of distribution. Reproducing, distributing, performing, projecting, broadcasting or compiling a work or communicating the same to the public via an information network without permission from the owner of the copyright therein, unless otherwise provided in the Copyright Law of the PRC, shall constitute infringements of copyrights. The infringer shall, according to the circumstances of the case, undertake to cease the infringement, take remedial action, and offer an apology, pay damages, etc.
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Trademark
Pursuant to the Trademark Law of the PRC, the right to exclusive use of a registered trademark shall be limited to trademarks which have been approved for registration and to goods for which the use of such trademark has been approved. The period of validity of a registered trademark shall be ten years, counted from the day the registration is approved. According to this law, using a trademark that is identical to or similar to a registered trademark in connection with the same or similar goods without the authorization of the owner of the registered trademark constitutes an infringement of the exclusive right to use a registered trademark. The infringer shall, in accordance with the regulations, undertake to cease the infringement, take remedial action, and pay damages, etc.
Patent
Pursuant to the Patent Law of the PRC, after the grant of the patent right for an invention or utility model, except where otherwise provided for in the Patent Law, no entity or individual may, without the authorization of the patent owner, exploit the patent, that is, make, use, offer to sell, sell or import the patented product, or use the patented process, or use, offer to sell, sell or import any product which is a direct result of the use of the patented process, for production or business purposes. After a patent right is granted for a design, no entity or individual shall, without the permission of the patent owner, exploit the patent, that is, for production or business purposes, manufacture, offer to sell, sell, or import any product containing the patented design. Once the infringement of patent is confirmed, the infringer shall, in accordance with the regulations, undertake to cease the infringement, take remedial action, and pay damages, etc.
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Domain Name
Pursuant to the Measures for the Administration of Internet Domain Names of China, “domain name” shall refer to the character mark of hierarchical structure, which identifies and locates a computer on the internet and corresponds to the internet protocol (IP) address of that computer. The principle of “first come, first serve” is followed for the domain name registration service. After completing the domain name registration, the applicant becomes the holder of the domain name registered by him/it. Any organization or individual may file an application for settlement with the domain names dispute resolution institution or file a lawsuit in the people’s court in accordance with the law, if such organization or individual consider its/his legal rights and interests to be infringed by domain names registered or used by others.
Regulations Relating to Labor Protection in the PRC
According to the Labor Law of the PRC, or the Labor Law, an employer shallmust develop and improve its rules and regulations to safeguard the rights of its workers. An employer shallmust develop and improve its labor safety and health system, stringently implement national protocols and standards on labor safety and health, conduct labor safety and health education for workers, guard against labor accidents and reduce occupational hazards.
The Labor Contract Law of the PRC and the Implementation Regulations on Labor Contract Law, regulate both parties to a labor contract, namely the employer and the employee, and contain specific provisions involving the terms of the labor contract. It is stipulated by the Labor Contract Law and the Implementation Regulations on Labor Contract Law that a labor contract must be made in writing. An employer and an employee may enter into a fixed-term labor contract, an un-fixed term labor contract, or a labor contract that concludes upon the completion of certain work assignments, after reaching agreement upon due negotiations. An employer may legally terminate a labor contract and dismiss its employees after reaching agreement upon due negotiations with the employee or by fulfilling the statutory conditions. Labor contracts concluded prior to the enactment of the Labor Contract Law and subsisting within the validity period thereof shall continue to be honored. With respect to a circumstance where a labor relationship has already been established but no formal contract has been made, a written labor contract shall be entered into within one month from the effective date of the Labor Contract Law.
According to the Interim Regulations on the Collection and Payment of Social Insurance Premiums, the Regulations on Workplace Injury Insurance, the Regulations on Unemployment Insurance and the Trial Measures on Employee Maternity Insurance of Enterprises, enterprises in the PRC shallmust provide benefit plans for their employees, which include basic pension insurance, unemployment insurance, maternity insurance, workplace injury insurance and basic medical insurance. An enterprise must provide social insurance by processing social insurance registration with local social insurance agencies, and shall pay or withhold relevant social insurance premiums for or on behalf of employees. The Law on Social Insurance of the PRC has consolidated pertinent provisions for basic pension insurance, unemployment insurance, maternity insurance, workplace injury insurance and basic medical insurance, and has elaborated in detail the legal obligations and liabilities of employers who do not comply with relevant laws and regulations on social insurance.
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According to the Interim Measures for Participation in the Social Insurance System by Foreigners Working within the Territory of China, employers who employ foreigners shallmust participate in the basic pension insurance, unemployment insurance, basic medical insurance, occupational injury insurance, and maternity leave insurance in accordance with the relevant law, with the social insurance premiums to be contributed respectively by the employers and foreigner employees as required. In accordance with such Interim Measures, the social insurance administrative agencies shall exercise their right to supervise and examine the legal compliance of foreign employees and employers, and the employers who do not pay social insurance premiums in conformity with the laws shall be subject to the administrative provisions provided in the Social Insurance Law and other relevant regulations and rules.
According to the Regulations on the Administration of Housing Provident Fund, housing provident fund contributions by an individual employee and housing provident fund contributions by his or her employer shall belong to the individual employee.
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The employer shallmust timely pay up and deposit housing provident fund contributions in full amount and late or insufficient payments shall be prohibited. The employer shallmust process housing provident fund payment and deposit registrations with the housing provident fund administration center. With respect to companies who violate the above regulations and fail to process housing provident fund payment and deposit registrations or open housing provident fund accounts for their employees, such companies shall be ordered by the housing provident fund administration center to complete such procedures within a designated period. Those who fail to process their registrations within the designated period shall be subject to a fine ranging from RMB10,000 to RMB50,000. When companies violate these regulations and fail to pay up housing provident fund contributions in full amount as due, the housing provident fund administration center shall order such companies to pay up within a designated period, and may further apply to the People’s Court for mandatory enforcement against those who still fail to comply after the expiry of such period.
See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Any lack of additional requisite approvals, licenses or permits required due to regulatory changes of PRC governmental authorities or failure to comply with any requirements of PRC laws, regulations and regulationspolicies may materially and adversely affect our daily operations and hinder our growth.”
Regulations Relating to Tax in the PRC
Income Tax
The PRC Enterprise Income Tax Law was recently amended in February 2017.December 2018. The PRC Enterprise Income Tax Law applies a uniform 25% enterprise income tax rate to both foreign-invested enterprises and domestic enterprises, except where tax incentives are granted to special industries and projects. Under the PRC Enterprise Income Tax Law, an enterprise established outside China with “de facto management bodies” within China is considered a “resident enterprise” for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income. Under the implementation regulations to the PRC Enterprise Income Tax Law, a “de facto management body” is defined as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise.
In January 2009, the State Administration of Taxation, or SAT promulgated the Provisional Measures for the Administration of Withholding of Enterprise Income Tax for Non-resident Enterprises, or the Non-resident Enterprises Measures, pursuant to which entities that have direct obligation to make certain payments to a nonresident enterprise shall be the relevant tax withholders for such non-resident enterprise. Further, the Non-resident Enterprises Measures provide that, in case of an equity transfer between two non-resident enterprises occurring outside China, which is indirectly related to the transfer of equity interests of a PRC resident enterprise, the non-resident enterprise which receives the equity transfer payment shall, by itself or engage an agent to, file tax declaration with the PRC tax authority located at the place of the PRC company whose equity has been transferred, and the PRC company whose equity has been transferred shall assist the tax authorities to collect taxes from the relevant non-resident enterprise. In April 2009, the Ministry of Finance, or MOF and the SAT jointly issued the Notice on Issues Concerning Process of Enterprise Income Tax in Enterprise Restructuring Business. In December 2009, SAT issued the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or Circular 698. Both the Notice on Issues Concerning Process of Enterprise Income Tax in Enterprise Restructuring Business and Circular 698 became effective retroactively as of January 2008. In February 2011, SAT issued the Notice on Several Issues Regarding the Income Tax of Non-PRC Resident Enterprises, or SAT Circular 24. By promulgating and implementing these circulars, the PRC tax authorities have enhanced their scrutiny over the direct or indirect transfer of equity interests in a PRC resident enterprise by a non-resident enterprise.
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In February 2015, the SAT issued the Notice on Certain Corporate Income Tax Matters on Indirect Transfer of Properties by Non-PRC Resident Enterprises, or SAT Circular 7, to supersede existing provisions in relation to the indirect transfer as set forth in Circular 698, while the other provisions of Circular 698 remain in force. SAT Circular 7 introduces a new tax regime that is significantly different from that under Circular 698. SAT Circular 7 extends its tax jurisdiction to capture not only indirect transfers as set forth under Circular 698 but also transactions involving transfer of immovable property in China and assets held under the establishment, and placement in China, of a foreign company through the offshore transfer of a foreign intermediate holding company. SAT Circular 7 also addresses transfer of the equity interest in a foreign intermediate holding company broadly. In addition, SAT Circular 7 provides clearer criteria than Circular 698 on how to assess reasonable commercial purposes and introduces safe harbor scenarios applicable to internal group restructurings. However, it also brings challenges to both the foreign transferor and transferee of the indirect transfer as they have to determine whether the transaction should be subject to PRC tax and to file or withhold the PRC tax accordingly. In October 2017, SAT issued the Announcement on Issues Relating to Withholding at Source of Income Tax of Non-resident Enterprises, or SAT Circular 37. SAT Circular 37, effective December 2017, superseded the Non-resident Enterprises Measures and SAT Circular 698 as a whole and partially amended some provisions in SAT Circular 24 and SAT Circular 7. SAT Circular 37 purports to clarify certain issues in the implementation of the above regime, by providing, among others, the definition of equity transfer income and tax basis, the foreign exchange rate to be used in the calculation of withholding amount, and the date of occurrence of the withholding obligation. Specifically, SAT Circular 37 provides that where the transfer income subject to withholding at source is derived by a non-PRC resident enterprise in instalments, the instalments may first be treated as recovery of costs of previous investments. Upon recovery of all costs, the tax amount to be withheld must then be computed and withheld.
Value-Added Tax
According to the Temporary Regulations on Value-added Tax and the Detailed Implementing Rules of the Temporary Regulations on Value-added Tax, all taxpayers selling goods, providing processing, repair or replacement services or importing goods within the PRC shall pay value-added tax. The tax rate of 17% shall be levied on general taxpayers selling or importing various goods; the tax rate of 17% shall be levied on the taxpayers providing processing, repairing or replacement service; the applicable rate for the export of goods by taxpayers shall be nil, unless otherwise stipulated.
Furthermore, according to the Trial Scheme for the Conversion of Business Tax to Value-added Tax, promulgated by MOF and the Ministry of Finance and SAT in November 2011, the State Council began to launch taxation reforms in a gradual manner in January 2012, whereby the collection of value-added tax in lieu of business tax items was implemented on a trial basis in regions showing significant radiating effects in economic development and providing outstanding reform examples, beginning with production service industries such as transportation and certain modern service industries.
In accordance with a SAT circular that took effect in May 2016, upon approval of the State Council, the pilot program of the collection of value-added tax in lieu of business tax shall be promoted nationwide in a comprehensive manner starting from May 2016, and all taxpayers of business tax engaged in the construction industry, the real estate industry, the financial industry and the life science industry shall be included in the scope of the pilot program with regard to payment of value-added tax instead of business tax.
In April 2018, MOF and the SAT jointly promulgated the Circular of the Ministry of Finance and the State Administration of Taxation on Adjustment of Value-Added Tax Rates, or Circular 32, according to which (i) for VAT taxable sales acts or importation of goods originally subject to value-added tax rates of 17% and 11% respectively, such tax rates shall be adjusted to 16% and 10%, respectively; (ii) for purchase of agricultural products originally subject to deduction rate of 11%, such deduction rate shall be adjusted to 10%; (iii) for purchase of agricultural products for the purpose of production and sales or consigned processing of goods subject to tax rate of 16%, such tax shall be calculated at the deduction rate of 12%; (iv) for exported goods originally subject to tax rate of 17% and export tax refund rate of 17%, the export tax refund rate shall be adjusted to 16%; and (v) for exported goods and cross-border taxable acts originally subject to tax rate of 11% and export tax refund rate of 11%, the export tax refund rate shall be adjusted to 10%. Circular 32 became effective on May 1, 2018 and shall supersede existing provisions which are inconsistent with Circular 32.
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In March 2019, MOF, the SAT and the General Administration of Customs jointly issued the Notice on Measures to Implement the Reform on Value-Added Tax, which came into effect on April 1, 2019. According to the above-mentioned notice, starting from April 1, 2019, taxable sales acts or importation of goods originally subject to value-added tax rates of 16% and 10%, respectively, become subject to lower value-added tax rates of 13% and 9%, respectively. No change of value-added tax rates has been made with respect to our services.
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Regulations Relating to Dividend Distributions
The principal regulations governing the distribution of dividends paid by wholly foreign-owned enterprises include the Wholly Foreign-Owned EnterprisePRC Company Law and the Implementation Regulations on the Wholly Foreign-Owned EnterpriseForeign Investment Law. Under these regulations, wholly foreign-ownedforeign-invested enterprises in China may pay dividends only out of their accumulated profits, if any, as determined in accordance with PRC accounting standards and regulations. In addition, a wholly foreign-owned enterprise in ChinaPRC company is required to set aside at least 10% of its after-tax profit based on PRC accounting standards each year to its general reserves until its cumulative total reserve funds reaches 50% of its registered capital. These reserve funds, however, may not be distributed as cash dividends.
Regulations Relating to Foreign Exchange
Regulations Relating toon Foreign Exchange Registration of Overseas Investment by PRC Residents
The Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment Through Special Purpose Vehicles, or Circular 37, issued by SAFE in and effective July 2014, regulates foreign exchange matters in relation to the use of special purpose vehicles, or SPVs, by PRC residents or entities to seek offshore investment and financing and conduct round trip investment in China. Under Circular 37, a SPV refers to an offshore entity established or controlled, directly or indirectly, by PRC residents or entities for the purpose of seeking offshore financing or making offshore investment, using legitimate domestic or offshore assets or interests, while “round trip investment” refers to the direct investment in China by PRC residents or entities through SPVs, namely, establishing foreign-invested enterprises to obtain the ownership, control rights and management rights. Circular 37 requires that, before making contribution into an SPV, PRC residents or entities are required to complete foreign exchange registration with SAFE or its local branch. Circular 37 further provides that option or share-based incentive holders of a non-listed SPV can exercise the options or share incentive grants to become a shareholder of such non-listed SPV, subject to registration with SAFE or its local branch.
PRC residents or entities who have contributed domestic or offshore interests or assets to SPVs but have yet to obtain SAFE registration before the implementation of the Circular 37 shall register their ownership interests or control in such SPVs with SAFE or its local branch. An amendment to the registration is required if there is a material change in the registered SPV, such as any change of basic information (including change of such PRC resident’s name and operation term), increases or decreases in investment amounts, transfers or exchanges of shares, or mergers or divisions. Failure to comply with the registration procedures set forth in Circular 37, or making misrepresentation or failure to disclose controllers of foreign-invested enterprise that is established through round-trip investment, may result in restrictions on the foreign exchange activities of the relevant foreign-invested enterprises, including payment of dividends and other distributions, to its offshore parent or affiliate, and the capital inflow from the offshore parent, and may also subject relevant PRC residents or entities to penalties under PRC foreign exchange administration regulations. In February 2015, SAFE further promulgated the Circular on Further Simplifying and Improving the Administration of the Foreign Exchange Concerning Direct Investment, or SAFE Circular 13. This SAFE Circular 13 has amended SAFE Circular 37 by requiring PRC residents or entities to register with qualified banks rather than SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing. Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we make in the future. All of our shareholders who, to our knowledge, are subject to the above SAFE regulations have completed the necessary registrations with the local SAFE branch or qualified banks as required by SAFE Circular 37.
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In March 2015, SAFE promulgated the Circular on Reforming the Management Approach regarding the Settlement of Foreign Exchange Capital of Foreign-invested Enterprises, or Circular 19. According to Circular 19, the foreign exchange capital of foreign-invested enterprises shall be subject to the Discretional Foreign Exchange Settlement. The Discretional Foreign Exchange Settlement refers to the foreign exchange capital in the capital account of a foreign-invested enterprise for which the rights and interests of monetary contribution has been confirmed by the local foreign exchange bureau (or the book-entry registration of monetary contribution by the banks), and this foreign exchange capital can be settled at the banks based on the actual operational needs of the foreign-invested enterprise. The proportion of Discretional Foreign Exchange Settlement of the foreign exchange capital of a foreign-invested enterprise is temporarily determined to be 100%.
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SAFE issued the Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts, or Circular 16. Pursuant to Circular 16, enterprises registered in the PRC may also convert their foreign debts from foreign currency to Renminbi on a discretionary basis. Circular 16 provides an integrated standard for conversion of foreign exchange under capital account items (including but not limited to foreign currency capital and foreign debts) on a discretionary basis which applies to all enterprises registered in the PRC. Circular 16 reiterates the principle that Renminbi converted from foreign currency-denominated capital of a company may not be directly or indirectly used for purposes beyond its business scope or prohibited by PRC laws or regulations, and such converted Renminbi shall not be provided as loans to its non-affiliated entities. As Circular 16 is newly issued, and SAFE has not provided detailed guidelines with respect to its interpretation or implementations, it is uncertain how these rules will be interpreted and implemented.
In January 2017, SAFE promulgated the Circular on Further Improving Reform of Foreign Exchange Administration and Optimizing Genuineness and Compliance Verification, or Circular 3. Circular 3 sets out various measures to tighten genuineness and compliance verification of cross-border transactions and cross-border capital flow, which include requiring banks to verify board resolutions, tax filing form, and audited financial statements before wiring foreign invested enterprises’ foreign exchange distribution above US$50,000, and strengthening genuineness and compliance verification of foreign direct investments.
On October 23, 2019, SAFE promulgated the Notice of the Administration of Foreign Exchange on Further Promoting the Convenience of Cross-Border Trade and Investment, which, among other things, non-investment foreign-invested entities may use foreign exchange capital or Renminbi funds converted from the foreign exchange capital to make domestic equity investments, provided that such investments should comply with the Negative List and other relevant PRC laws and regulations.
Our PRC subsidiaries’ distributions to their offshore parents are required to comply with the requirements as described above.
Regulations on Stock Incentive Plans
Pursuant to the Notice on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company, or Circular 7, issued by SAFE in February 2012, employees, directors, supervisors and other senior management participating in any stock incentive plan of an overseas publicly listed company who are PRC citizens or who are non-PRC citizens residing in China for a continuous period of not less than one year are generally required to register with SAFE through a domestic qualified agent. We and our directors, executive officers and other employees who are PRC citizens or who reside in the PRC for a continuous period of not less than one year and who have been granted options are subject to these regulations as our company is an overseas-listed company. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Any failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.”
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In addition, SAT has issued certain circulars concerning employee share options or restricted shares. Under these circulars, the employees working in the PRC who exercise share options or are granted restricted shares will be subject to PRC individual income tax. The PRC subsidiaries of such overseas listed company have obligations to file documents related to employee share options or restricted shares with relevant tax authorities and to withhold individual income taxes of those employees who exercise their share options. If the employees fail to pay or the PRC subsidiaries fail to withhold their income taxes according to relevant laws and regulations, the PRC subsidiaries may face sanctions imposed by the tax authorities or other PRC government authorities.
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Regulations Relating to Overseas Listings and M&A
The M&A Rules
On August 8, 2006, six PRC governmental and regulatory agencies, including MOFCOM and the CSRC, jointly promulgated the M&A Rules, which became effective on September 8, 2006 and was subsequently amended on June 22, 2009. The M&A Rules govern merger and acquisition transactions involving foreign investors. In particular, the M&A Rules apply to foreign investors that (i) purchase equity interests in, or subscribe for the increased capital of, a domestic company such that the domestic company becomes a foreign-invested enterprise, (ii) establish a foreign-invested enterprise in the PRC for the purpose of purchasing and operating the assets of a domestic company; or (iii) purchase the assets of a domestic company and transfer such assets to a foreign-invested enterprise for the purpose of operating those assets. The M&A Rules require, among other things, that MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor acquires control of a PRC domestic enterprise and which involves any of the following circumstances: (i) an important industry is concerned, (ii) the transaction involves factors that impact or may impact national economic security, or (iii) the transaction will lead to a change in control of a domestic enterprise which holds a famous trademark or PRC time-honored brand. The M&A Rules also require that, in accordance with the Anti-monopoly Law promulgated by the Standing Committee of the NPC, which became effective in 2008, any merger and acquisitions of domestic enterprises by foreign investors which are deemed concentrations and involve parties with specified turnover thresholds must be cleared by MOFCOM before they can be completed.
The M&A Rules also regulate overseas listings. Pursuant to the M&A Rules, an offshore special purpose vehicle that (i) was formed for listing purposes through the acquisition of PRC domestic companies and (ii) is controlled by PRC persons or entities must obtain the approval of the CSRC before it can list its securities on an overseas stock exchange. Based on the advice of our PRC legal counsel, we are of the view that we did not need, and will not need, to obtain the CSRC’s approval for our previous offshore offerings. However, the interpretation and application of the regulations could change so that we may need to obtain the CSRC’s approval with respect to our previous or future offshore offerings.
The 2021 Negative List
On December 27, 2021, the NDRC and MOFCOM jointly issued the 2021 Negative List, which became effective on January 1, 2022. Pursuant to the 2021 Negative List, if a PRC company that is engaged in a prohibited business under the 2021 Negative List seeks an overseas offering and listing of securities, it must obtain approval from the competent governmental authorities. In addition, the foreign investors of such PRC company may not be involved in the company’s operations and management, and their shareholding percentage is subject to the relevant regulations on domestic securities investments by foreign investors. As the 2021 Negative List is relatively new, there are substantial uncertainties as to the interpretation and implementation of these new requirements, and it is unclear as to whether and to what extent listed companies like us will be subject to these new requirements.
Opinions and Draft Regulations on Overseas Listings and Offerings
The PRC government authorities has recently indicated an intent to exert more oversight and control over securities offerings and other capital markets activities that are or have been conducted overseas and foreign investment in China-based companies like us. On July 6, 2021, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council issued the Opinions on Strictly Scrutinizing Illegal Securities Activities in Accordance with the Law. These opinions emphasized the need to, among other things, strengthen the supervision of overseas listings by China-based companies. These opinions also proposed the development of a regulatory system to oversee China-based overseas-listed companies.
Subsequently, on December 24, 2021, the State Council issued the Draft Administrative Provisions on Overseas Securities Offerings, and the CSRC issued the Draft Measures on Overseas Securities Offerings, in each case for public comment. Pursuant to these draft regulations, in connection with an overseas offering and listing (such as an initial public offering or a follow-on offering) by a PRC company, the issuer or its affiliated PRC company, as the case may be, must make a filing with the CSRC, regardless of whether the overseas offering and listing is made directly or indirectly.
These draft regulations define “indirect” offshore listings to include the offshore listings of companies whose principal business operations are conducted within the PRC, even if such companies are incorporated in non-PRC jurisdictions. A company’s principal business operations will be deemed to be conducted in the PRC if (i) the operating income, gross profit, total assets or net assets of the issuer’s affiliated PRC companies in the most recent fiscal year accounted for more than 50% of the corresponding line items in the issuer’s audited consolidated financial statements for that year, (ii) most of the senior management responsible for business operations and management are PRC citizens or are ordinarily resident in the PRC, and (iii) the business is primarily located in or carried in the PRC.
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To satisfy the filing requirements under the Draft Administrative Provisions on Overseas Securities Offerings and the Draft Measures on Overseas Security Offerings, the issuer or its affiliated PRC company, as the case may be, must file with the CSRC within a prescribed timeframe based on the type of offering and listing. In particular, a filing must be made: (i) for initial public offerings, within three business days after the initial filing of the listing application to the regulator in the place of the intended listing, (ii) for follow-on offerings, within three business days after completion of the follow-on offering, (iii) for follow-on offerings conducted for the purposes of asset acquisitions, within three business days after the first public announcement of the transaction, and (iv) for listings made via a reverse takeover, share swap, acquisition and similar transactions, within three business days after the initial filing of the listing application or the first public announcement of the transaction, as case may be.
Pursuant to the Draft Measures on Overseas Securities Offering, an overseas offering and listing is prohibited if it (i) is expressly prohibited by national laws and regulations; (ii) may threaten or endanger national security, based on the legal determination of the competent authorities under the State Council; (iii) involves material ownership disputes over the equity, major assets, core technology and other aspects of the issuer; (iv) involves a PRC company (or its controlling shareholders or actual controllers) that have committed or are under investigation for committing criminal offenses, including corruption, bribery, embezzlement, misappropriation of property or other criminal offenses disruptive to the order of the socialist market economy; (v) involves directors, supervisors, or senior executives that have been subject, or are under investigation for, major violations of the law or criminal offenses, or (vi) involves any other circumstances prescribed by the State Council.
Failure to comply with the filing requirements under the Draft Administrative Provisions on Overseas Securities Offerings may subject a PRC company to a warning or a fine of between RMB1 million and RMB10 million. As currently proposed, if the competent governmental authorities deems the overseas offering of securities by a PRC company to be a serious violation of the Draft Administrative Provisions on Overseas Securities Offerings or the Draft Measures on Overseas Securities Offerings, such authorities may order the PRC company to suspend its business or revoke its permits or business license. Furthermore, the controlling shareholder, actual controllers, directors, supervisors, and other legally appointed persons of the PRC companies may be subjected to warnings, or fined between RMB500,000 to RMB5,000,000 on an individual or collective basis.
As of the date of this annual report, the Draft Administrative Provisions on Overseas Securities Offerings and the Draft Measures on Overseas Securities Offerings have only been released for public comment. There are uncertainties as to whether they will be further amended before their official enactment. Substantial uncertainties exist with respect to the timing of their enactment and final content.
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C. Organizational Structure
The following diagram illustrates our corporate structure, including our principal subsidiaries and our VIE and its principal subsidiary, as of the date of this annual report:
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Note:
| (1) | Messrs. Lei Chen and |
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Contractual Arrangements with Our VIE and Its Shareholders
The following is a summary of the currently effective contractual arrangements by and among our wholly-owned subsidiary, Hangzhou Weimi, our VIE and its shareholders. These contractual arrangements enable us to (i) exercise effective control over our VIE;VIE and its subsidiaries; (ii) receive substantially all of the economic benefits of our VIE;VIE and its subsidiaries; and (iii) have an exclusive option to purchase all or part of the equity interests in and assets of itour VIE when and to the extent permitted by PRC law.
AgreementsArrangements that provide us effective control over our VIE and its subsidiaries
Shareholders’ Voting Rights Proxy Agreement. Pursuant to the amended and restated shareholders’ voting rights proxy agreement entered into on June 5, 2015, and amended and restated on September 23, 2019,dated July 15, 2020, by and among Hangzhou Weimi, Hangzhou Aimi and the shareholders of Hangzhou Aimi, each shareholder of Hangzhou Aimi irrevocably authorized Hangzhou Weimi or any person(s) designated by Hangzhou Weimi to exercise such shareholder’s rights in Hangzhou Aimi, including without limitation, the power to participate in and vote at shareholder’s meetings, the power to nominate and appoint the directors, senior management, the power to sell or transfer such shareholder’s equity interest in Hangzhou Aimi, the power to propose to convene an extraordinary shareholders meeting, and other shareholders’ voting rights permitted by the Articles of Association of Hangzhou Aimi. The shareholders’ voting rights proxy agreement remains irrevocable and continuously valid from the date of execution so long as each shareholder remains as a shareholder of Hangzhou Aimi.
Equity Pledge Agreement. Pursuant to the amended and restated equity pledge agreement entered into on June 5, 2015, and amended and restated on September 23, 2019,dated July 15, 2020, by and among Hangzhou Weimi, Hangzhou Aimi and the shareholders of Hangzhou Aimi, the shareholders of Hangzhou Aimi pledged all of their equity interests in Hangzhou Aimi to Hangzhou Weimi to guarantee their and Hangzhou Aimi’s obligations under the contractual arrangements including the exclusive consulting and services agreement, the exclusive option agreement and the shareholders’ voting rights proxy agreement and this equity pledge agreement, as well as any loss incurred due to events of default defined therein and all expenses incurred by Hangzhou Weimi in enforcing such obligations of Hangzhou Aimi or its shareholders. In the event of default defined therein, upon written notice to the shareholders of Hangzhou Aimi, Hangzhou Weimi, as pledgee, will have the right to dispose of the pledged equity interests in Hangzhou Aimi and priority in receiving the proceeds from such disposition. The shareholders of Hangzhou Aimi agree that, without Hangzhou Weimi’s prior written approval, during the term of the equity pledge agreement, they will not dispose of the pledged equity interests or create or allow any other encumbrance on the pledged equity interests. We have completed the registration of the equity pledges with the relevant office of the SAIC in accordance with the PRC Property Rights Law.
Spousal Consent LettersLetter. Pursuant to these letters,each spousal consent letter, the spousesspouse of Messrs. Lei Chen and Qin Sunthe signing shareholder of our VIE unconditionally and irrevocably agreed that the equity interest in Hangzhou Aimi held by themsuch shareholder and registered in their nameshis name will be disposed of pursuant to the equity interest pledge agreement, the exclusive option agreement and the shareholders’ voting rights proxy agreement. EachThe spouse of their spousesthe signing shareholder of our VIE agreed not to assert any rights over the equity interest in Hangzhou Aimi held by their respective spouses.the signing shareholder. In addition, in the event that anythe spouse of the signing shareholder of our VIE obtains any equity interest in Hangzhou Aimi held by his or her spousethe signing shareholder for any reason, he or shethe spouse agreed to be bound by the contractual arrangements.
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Agreements that allow us to receive economic benefits from our VIE
Exclusive Consulting and Services Agreement. Under the exclusive consulting and services agreement between Hangzhou Weimi and Hangzhou Aimi, dated June 5, 2015, Hangzhou Weimi has the exclusive right to provide to Hangzhou Aimi consulting and services related to, among other things, design and development, operation maintenance, product consulting, and management and marketing consulting. Hangzhou Weimi has the exclusive ownership of intellectual property rights created as a result of the performance of this agreement. Hangzhou Aimi agrees to pay Hangzhou Weimi service fee at an amount as determined by Hangzhou Weimi. This agreement will remain effective for a ten-year term and then be automatically renewed, unless Hangzhou Weimi gives Hangzhou Aimi a termination notice 90 days before the term ends.
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Agreements that provide us with the option to purchase the equity interests in our VIE
Exclusive Option Agreement. Pursuant to the amended and restated exclusive option agreement entered into on June 5, 2015, and amended and restated on September 23, 2019,dated July 15, 2020, by and among Hangzhou Weimi, Hangzhou Aimi and each of the shareholders of Hangzhou Aimi, each of the shareholders of Hangzhou Aimi irrevocably granted Hangzhou Weimi an exclusive call option to purchase, or have its designated person(s) to purchase, at its discretion, all or part of their equity interests in Hangzhou Aimi, and the purchase price shall be the lowest price permitted by applicable PRC law. In addition, Hangzhou Aimi has granted Hangzhou Weimi an exclusive call option to purchase, or have its designated person(s) to purchase, at its discretion, to the extent permitted under PRC law, all or part of Hangzhou Aimi’s assets at the book value of such assets, or at the lowest price permitted by applicable PRC law, whichever is higher. Each of the shareholders of Hangzhou Aimi undertakes that, without the prior written consent of Hangzhou Weimi or us, they may not increase or decrease the registered capital, dispose of its assets, incur any debts or guarantee liabilities, enter into any material purchase agreements, enter into any merger, acquisition or investments, amend its articles of association or provide any loans to third parties. Unless terminated by Hangzhou Weimi at its sole discretion, the exclusive option agreement will remain effective until all equity interests in Hangzhou Aimi held by the shareholders of Hangzhou Aimi and all assets of Hangzhou Aimi are transferred or assigned to Hangzhou Weimi or its designated representatives.
In the opinion of King & Wood Mallesons, our PRC legal counsel:counsel, the ownership structures of Hangzhou Weimi and Hangzhou Aimi are not in any violation of PRC laws or regulations currently in effect; and the contractual arrangements among Hangzhou Weimi and Hangzhou Aimi and its shareholders governed by PRC law are legal, valid, binding and enforceable in accordance with its terms and applicable PRC laws, and do not and will not result in any violation of PRC laws or regulations currently in effect.
However, we have been further advised by our PRC legal counsel that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws regulations and rules.regulations. If the PRC government finds that the agreementsarrangements that establish the structure for operating our e-commerce business do not comply with PRC government restrictions on foreign investment in our businesses, we could be subject to severe penalties including being prohibited from continuing operations. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—If the PRC government finds that the agreementsarrangements that establish the structure for operating some of our operations in China do not comply with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.”
D. Property, Plant and Equipment
OurAs of December 31, 2021, our principal executive offices arewere located on leased premises comprising approximately 51,95258,811 square meters in Shanghai, China. Our principal executive offices are leased from independent third parties, and we plan to renew our lease from time to time as needed.
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Our servers are hosted in leased internet data centers in different geographic regions in China. We typically enter into leasing and hosting service agreements with these internet data center providers that are renewed periodically. We believe that our existing facilities are sufficient for our current needs, and we will obtain additional facilities, principally through leasing, to accommodate our future expansion plans.
Item 4A. Unresolved Staff Comments
None.
Item 5. Operating and Financial Review and Prospects
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our audited consolidated financial statements and the related notes included elsewhere in this annual report. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information—D. Risk Factors” or in other parts of this annual report on Form 20-F.
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A. Operating Results
Key Factors Affecting Our Results of Operations
Our results of operations and financial conditions are affected by the general factors affecting China’s retail industry, including China’s overall economic growth, the increase in per capita disposable income and the growth in consumer spending in China. In addition, they are also affected by factors driving online retail in China, such as the growing number of online shoppers, the improved logistics infrastructure and the increasing adoption of mobile payment. Unfavorable changes in any of these general factors could materially and adversely affect our results of operations.
While our business is influenced by general factors affecting our industry, our results of operations are more directly affected by certain company specific factors, including:
Our ability to attract and retain buyers and increase buyer activities
User experience is our utmost priority. Attracting, engaging and retaining buyers havehas been our key focusesfocus since our inception. We measure our effectiveness in attracting and retaining buyers through several key performance indicators, including our active buyers, GMV, annual spending per active buyer and average monthly active users. During the twelve months ended December 31, 2019,In 2021, we have achieved 585.2 millions ofhad 868.7 million active buyers, RMB1,006.6RMB2,441.0 billion (US$144.6383.0 billion) ofin GMV, and RMB1,720.1RMB2,810.0 (US$247.1) of441.0) in annual spending per active buyer. For the three months of October to December of 2019,2021, the average monthly active users on our platform was 481.5733.4 million.
Our number of active buyers and annual spending per active buyer and average monthly active users have been increasing.increasing, resulting in growth of our GMV. The increases have primarily been driven by the growing popularity and recognition of our brand and platform, the consumer preferences for our innovative shopping experience, wide selection and attractive prices of merchandise offered on our platform, and the positive impact of our promotional and marketing campaigns. As a result, our GMV has also experienced significant growth.
Our ability to grow and retain our buyer base and increase buyer activities depends on our ability to continue to provide value-for-money products and fun and interactive shopping experiences. We also plan to further leverage social networks and word-of-mouth viral marketing, and conduct online and offline marketing and brand promotion activities to attract new buyers and increase buyer activities. In addition, we plan to continue to encourage buyers to place more orders with us through a variety of means, including granting coupons and holding special promotional events. As our business is still at a growth phase and in light of our ability to develop a highly engaged buyer base, we expect continuing growth in our buyer base and buyer activities.
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Our ability to establish and maintain relationships with merchants
In addition to the scale and engagement of active buyers, our growth is also driven by the scale of merchants on our platform. In 2019, the number of2021, we had 11.5 million active merchants on our platform reached 5.1 million.platform. Merchants are attracted to our platform by our large buyer base and scale of sales volume as well as targeted online marketing and other services provided by us. The increase in the number of active merchants leads to more competitive prices and broader product categories offered on our platform, which in turn helps us attract more buyers, generating powerful network effects.
Our ability to provide popular products on our platform at attractive prices also depends on our ability to maintain mutually beneficial relationships with our merchants. For example, we rely on our merchants to make available sufficient inventory and fulfill large volumes of orders in an efficient and timely manner to ensure our user experience. To date, our buyers and merchants have been increasing in parallel as a result of the network effects of our platform.
Our ability to provide innovativevaluable online marketplace services and broaden service offerings
We currently generate revenues primarily from online marketplace services that we provide to merchants. We believe that increasing the value and variety of our online marketplace services and the consequent return on investment to merchants from utilizing these services will increase demand for our services. We aim to enhance the value of our online marketplace services through such means as broadening our service offerings, increasing the size and engagement of our buyer base, improving recommendation features, developing innovative marketing services, and improving the measurement tools available to merchants. For example, in August 2020, we launched in November 2019 our livestreaming servicestarted Duo Duo LiveGrocery, a next-day grocery pick-up service that allows users to offer an interactive, live forum for our merchants to engage directly with our users, showcase theirorder groceries and related products share their personal storiesonline and build trust, allcollect goods the next day at nearby designated pickup points.
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Our ability to manage our costs and expenses by leveraging our scale of business
Our results of operations depend on our ability to manage our costs and expenses. We expect our costs and expenses to continue to increase as we grow our business and attract more buyers and merchants to our platform. Our costs of revenues currently consist primarily of payment processing fees bandwidthspaid to third party online payment platforms, costs associated with the operation of our platform and others, such as costs and expenses attributable to merchandise sales, fulfillment fees, merchant support services, bandwidth and server costs, staffamortizations, depreciation and maintenance costs, payroll, employee benefits and share-based compensation expenses, call center, surcharges and other expenses directly attributable to the online marketplace services. In addition, we have invested significantly in marketing activities to promote our brand and our products and services. Our sales and marketing expenses increased from RMB1,344.6RMB27,174.2 million in 20172019 to RMB13,441.8RMB41,194.6 million in 2018,2020 and further to RMB27,174.2RMB44,801.7 million (US$3,903.37,030.4 million) in 2019,2021, while sales and marketing expenses as a percentage of our revenues increaseddecreased from 77.1% in 2017 to 102.5% in 2018, and down to 90.2% in 2019.2019 to 69.2% in 2020, and further decreased to 47.7% in 2021.
We believe our marketplace model has significant operating leverage and enables us to realize structural cost savings. For example, due to our large buyer base, we are able to attract a large number of merchants, which in turn generates a strong source of demand for our online marketing and other services for merchants. As our business further grows in scale, we believe our massive scale, coupled with the network effects, will allow us to benefit from substantial economies of scale. For example, the costs associated with the operation of our platform as well as our operating expenses do not increase at the same pace as our GMV growth as we do not require a proportional increase in the size of our workforce to support our growth. We achieve economies of scale in our operation as a wider selection of merchandise attracts a larger number of buyers, which in turn drives an increase in the scale of our sales volume and attracts more merchants to our platform. In addition, our scale creates value for our merchants by providing an effective channel for selling large volumes of products and by offering them comprehensive data insights on buyer preferences and market demand.products. We believe this value proposition will make our platform more attractive to merchants and further increase their sales and spending on our platform. This business model also enables us to avoid the costs, risks and capital requirements associated with sourcing merchandise or holding inventory. As our business further grows, we believe we will be able to take advantage of economies of scale to further improve our operational efficiency over time.
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Impact of COVID-19 on Our Operations and Financial Performance
Substantially all of our revenues and workforce are concentrated in China. InSince early 2020, in response to the intensifying efforts to contain the spread of COVID-19, the Chinese government tookhas taken a number of actions, which included extending the Chinese New Year holiday,including quarantining individuals suspected of having COVID-19 and asking residents in China to stay at home and to avoid public gathering,gatherings, among other things. COVID-19 has also resulted in the temporary closure of many corporate offices, retail stores, and manufacturing facilities and factories across China, and put significant strain on merchandise shipping and delivery. Consequently, the COVID-19 outbreak may adversely affect our business operations, financial condition and operating results for 2020, including but not limited to negative impact to our total revenues, and downward adjustments or impairment to the our non-current assets.
There remain significant uncertainties surrounding the COVID-19 outbreakpandemic and its further development as a global pandemic.development. Hence, the extent of the business disruption and the related impact on our financial results and outlook for 20202022 and the periods beyond cannot be reasonably estimated at this time.
As of December 31, 2019,2021, we had RMB6,426.7 million (US$1,008.5 million) in cash and cash equivalents of RMB5,768.2and RMB86,516.6 million (US$828.513,576.3 million) andin short-term investments of RMB35,288.8 million (US$5,068.9 million).investments. Our short-term investments mainly include time deposits and wealth management products in financial institutions, which are highly liquid. Subsequently, in April 2020, we raised US$1.1 billion in net proceeds from the private placement of our Class A ordinary shares to certain long-term investors. We believe this level of liquidity is sufficient to successfully navigate an extended period of uncertainty. See also “Risk“Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We face risks related to natural disasters, health epidemics and other outbreaks, most notably those related to the outbreak of COVID-19, which could significantly disrupt our operations.”
Key Line Items and Specific Factors Affecting Our Results of Operations
Revenues
Under our current business model, we generate revenues primarily from online marketing services. We used toalso generate revenues from both online marketplacetransaction services and merchandise sales prior to 2018, and only from online marketplace services from 2018 onwards. Revenues from online marketplace services further include revenues from online marketing services and transaction services.sales. The following table sets forth the components of our revenues by amounts and percentages of our total revenues for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Year Ended December 31, | | For the Year Ended December 31, | ||||||||||||||||||||||||
| | 2017 | | 2018 | | 2019 | | 2019 | | 2020 | | 2021 | ||||||||||||||||
|
| RMB |
| % |
| RMB |
| % |
| RMB |
| US$ |
| % |
| RMB |
| % |
| RMB |
| % |
| RMB |
| US$ |
| % |
| | (in thousands, except for percentages) | | (in thousands, except for percentages) | ||||||||||||||||||||||||
Revenues: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Online marketplace services: | |
|
|
|
|
| | | | |
|
|
|
| ||||||||||||||
Online marketing services | | 1,209,275 |
| 69.3 |
| 11,515,575 | | 87.8 | | 26,813,641 |
| 3,851,539 |
| 89.0 | ||||||||||||||
Online marketing services and others | | 26,813,641 | | 89.0 |
| 47,953,779 | | 80.6 | | 72,563,402 |
| 11,386,782 |
| 77.2 | ||||||||||||||
Transaction services | | 531,416 |
| 30.5 |
| 1,604,415 | | 12.2 | | 3,328,245 |
| 478,072 |
| 11.0 | | 3,328,245 | | 11.0 |
| 5,787,415 | | 9.7 | | 14,140,449 |
| 2,218,945 |
| 15.1 |
Merchandise sales | | 3,385 |
| 0.2 |
| — | | — | | — |
| — |
| — | | — | | — |
| 5,750,671 | | 9.7 | | 7,246,088 |
| 1,137,069 |
| 7.7 |
Total revenues |
| 1,744,076 |
| 100.0 |
| 13,119,990 | | 100.0 | | 30,141,886 |
| 4,329,611 |
| 100.0 |
| 30,141,886 | | 100.0 |
| 59,491,865 | | 100.0 | | 93,949,939 |
| 14,742,796 |
| 100.0 |
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Online marketplace services
Under our current business model, we generate revenues only from online marketplace services. Our revenues from online marketplace services include revenues from online marketing services and transaction services.
Online marketing servicesothers. We provide online marketing services primarily to allow merchants to bid for keywords that match product listings appearing in search or browser results on our platform and advertising placements such as banners, links and logos. The placement and the price for such placement are determined through an online bidding system.
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Transaction services. We charge merchants fees for transaction-related services that we provide to merchants on our platform. As part of our continued efforts to improve user experience, we reward merchants who sell high-quality products and provide superb services with preferential fee rates.
Merchandise sales
From 2015 to the first quarter. We generate a small portion of 2017, we also operated anrevenues from online direct sales, business under the name of “Pinhaohuo” for certain categories of merchandise such as fresh produce and other perishable products. Under this model,where we acquired products from suppliers and sold them directly to buyers. During the time when we operated Pinhaohuo, we also operated our current marketplace model and completed the transition into our current business model in the first quarter of 2017. As a result, we no longer generated such revenues after the first quarter of 2017.users.
Costs of revenues
The following table sets forth the components of our costs of revenues by amounts and percentages of costs of revenues for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Year Ended December 31, | | For the Year Ended December 31, | ||||||||||||||||||||||||
| | 2017 | | 2018 | | 2019 | | 2019 | | 2020 | | 2021 | ||||||||||||||||
|
| RMB |
| % |
| RMB |
| % |
| RMB |
| US$ |
| % |
| RMB |
| % |
| RMB |
| % |
| RMB |
| US$ |
| % |
| | (in thousands, except for percentages) | | (in thousands, except for percentages) | ||||||||||||||||||||||||
Costs of revenues: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Costs of online marketplace services: |
|
|
|
|
|
| | | | |
|
|
|
| ||||||||||||||
Payment processing fees |
| (541,320) |
| 74.9 |
| (639,290) | | 22.0 | | (341,879) |
| (49,107) |
| 5.4 |
| (341,879) | | 5.4 |
| (1,545,564) | | 8.0 | | (3,108,086) |
| (487,727) |
| 9.8 |
Costs associated with the operation of our platform |
| (178,458) |
| 24.7 |
| (2,265,959) | | 78.0 | | (5,996,899) |
| (861,401) |
| 94.6 | ||||||||||||||
Costs of merchandise sales |
| (3,052) |
| 0.4 |
| — | | 0.0 | | — |
| — |
| 0.0 | ||||||||||||||
Costs associated with the operation of our platform and others |
| (5,996,899) | | 94.6 |
| (17,733,077) | | 92.0 | | (28,610,007) |
| (4,489,534) |
| 90.2 | ||||||||||||||
Total costs of revenues |
| (722,830) |
| 100.0 |
| (2,905,249) | | 100.0 | | (6,338,778) |
| (910,508) |
| 100.0 |
| (6,338,778) | | 100.0 |
| (19,278,641) | | 100.0 | | (31,718,093) |
| (4,977,261) |
| 100.0 |
Costs of online marketplace servicesrevenues consist primarily of payment processing fees paid to third party online payment platforms, costs associated with the operation of our platform and others, such as bandwidthscosts and expenses attributable to merchandise sales, fulfillment fees, merchant support services, bandwidth and server costs, amortization, depreciation and maintenance costs, payroll, employee benefits and share-based compensation expenses, call center, and merchant support services, surcharges and other expenses directly attributable to the online marketplace services. Costs of merchandise sales consist of the same elements as those of online marketplace services, as well as the purchase price of merchandise, shipping and other logistics charges and write-down of inventories.
Operating expenses
The following table sets forth the components of our operating expenses by amounts and percentages of operating expenses for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Year Ended December 31, | | For the Year Ended December 31, | ||||||||||||||||||||||||
| | 2017 | | 2018 | | 2019 | | 2019 | | 2020 | | 2021 | ||||||||||||||||
|
| RMB |
| % |
| RMB |
| % |
| RMB |
| US$ |
| % |
| RMB |
| % |
| RMB |
| % |
| RMB |
| US$ |
| % |
| | (in thousands, except for percentages) | | (in thousands, except for percentages) | ||||||||||||||||||||||||
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sales and marketing expenses |
| (1,344,582) |
| 83.2 |
| (13,441,813) | | 64.0 | | (27,174,249) |
| (3,903,337) |
| 84.0 |
| (27,174,249) | | 84.0 |
| (41,194,599) | | 83.1 | | (44,801,720) |
| (7,030,368) |
| 80.9 |
General and administrative expenses |
| (133,207) |
| 8.2 |
| (6,456,612) | | 30.7 | | (1,296,712) |
| (186,261) |
| 4.0 |
| (1,296,712) | | 4.0 |
| (1,507,297) | | 3.0 | | (1,540,774) |
| (241,781) |
| 2.8 |
Research and development expenses |
| (129,181) |
| 8.0 |
| (1,116,057) | | 5.3 | | (3,870,358) |
| (555,942) |
| 12.0 |
| (3,870,358) | | 12.0 |
| (6,891,653) | | 13.9 | | (8,992,590) |
| (1,411,134) |
| 16.3 |
Impairment of a long-term investment |
| (10,000) |
| 0.6 |
| — | | — | | — |
| — |
| — | ||||||||||||||
Total operating expenses |
| (1,616,970) |
| 100.0 |
| (21,014,482) | | 100.0 | | (32,341,319) |
| (4,645,540) |
| 100.0 |
| (32,341,319) | | 100.0 |
| (49,593,549) | | 100.0 | | (55,335,084) |
| (8,683,283) |
| 100.0 |
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Sales and marketing expenses. Sales and marketing expenses consist primarily of online and offline advertising, promotion and coupon expenses, as well as payroll, employee benefits, share-based compensation expenses and other related expenses associated with sales and marketing. We expect to continue our sales and marketing expenses to increase in absolute amountsspending in the foreseeable future as we seek to increase our brand awareness, enhance user engagement and build scale.
General and administrative expenses. General and administrative expenses consist primarily of payroll, employee benefits, share-based compensation expenses and other related expenses. We expect to continue our general and administrative expenses to increase in absolute amountsspending in the foreseeable future due to the anticipated growth of our business as well as accounting, insurance, investor relations and other public company costs.
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Research and development expenses. Research and development expenses consist primarily of payroll, employee benefits, share-based compensation expenses, R&D-related cloud services and other related expenses associated with research and platform development. We expect our research and development expenses to increase as we expand our research and development team to enhance our artificial intelligence technology and big data analytics capabilities and develop new features and functionalities on our platform.
Taxation
Cayman Islands
The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty.
There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or brought within the jurisdiction of the Cayman Islands. There are no exchange control regulations or currency restrictions in the Cayman Islands.
Payments of dividends and capital in respect of the shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the shares, nor will gains derived from the disposal of the shares be subject to Cayman Islands income or corporation tax.
Hong Kong
Walnut HK is incorporated in Hong Kong and is subject to Hong Kong profits tax of 16.5% on its activities conducted in Hong Kong and may be exempted forfrom income tax on its foreign-derived income. There are no withholding taxes in Hong Kong for distribution of dividends by a company incorporated in Hong Kong.
PRC
Generally, our PRC subsidiaries, VIEsour VIE and their subsidiaries of our VIE are subject to enterprise income tax on their taxable income in China at a statutory rate of 25%. The enterprise income tax is calculated based on the entity’s global income as determined under PRC tax laws and accounting standards. Each of Shanghai Xunmeng a subsidiary of our VIE,and Walnut Shanghai was recognized as a “high and new technology enterprise” in November 2018 and wasis eligible for a preferential corporate income tax rate of 15% from 2018 to 2020. In April 2018,until 2023. Xinzhijiang a subsidiary of ours located in Qianhai District, Shenzhen, Guangdong Province, wasis also eligible for a preferential corporate income tax rate of 15% and has been applying such preferential tax rate since then. The preferential tax rate is available from 2014 and 2020 and is awarded to companies located in Qianhai District that operate in certain encouraged industries.until 2025.
We are subject to value-added tax at a rate of (i) 16% before(before April 1, 2019 and2019) or 13% starting from(on or after April 1, 20192019) on salesthe sale of goods and (ii) 6% on the sale of services (research and development services, technology services, and/or information technology(including value-added telecommunication services), in each case less any deductible value-added tax we have already paid or borne.borne in connection with such sale of goods or services. We are also subject to surcharges on value-added tax payments in accordance with PRC law.
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Dividends paid by our wholly foreign-owned subsidiarysubsidiaries in China to our intermediary holding company in Hong Kong will be subject to a withholding tax rate of 10%, unless the relevant Hong Kong entity satisfies all the requirements under the Arrangement between China and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income and Capital, and receives approval from the relevant tax authority. If our Hong Kong subsidiary satisfies all the requirements underin which case the tax arrangement and receives approval from the relevant tax authority, then the dividends paid to the Hong Kong subsidiaryrate would be subject to withholding tax at the standard rate ofbecome 5%. Effective from November 1, 2015, the above mentioned approval requirement has been abolished, but a Hong Kong entity is still required to file application package with the relevant tax authority, and settle the overdue taxes if the preferential 5% tax rate is denied based on the subsequent review of the application package by the relevant tax authority. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.”
If our holding company in the Cayman Islands or any of our subsidiaries outside of China were deemed to be a “resident enterprise” under the PRC Enterprise Income Tax Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or ADS holders.”
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Results of Operations
The following table sets forth a summary of our consolidated results of operations for the periods presented, both in absolute amount and as a percentage of our revenues for the periods presented. This information should be read together with our audited consolidated financial statements and related notes included elsewhere in this annual report. The results of operations in any period are not necessarily indicative of our future trends.
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As disclosed in “Item 3. Key Information—A. Selected Financial Data”, due to the loss of the EGC status, we adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), as amended, effective January 1, 2018 using the modified retrospective approach. There were no changes made to our revenue recognition policy as a result of the adoption of Topic 606. We also changed the classification and presentation of restricted cash on the consolidated statements of cash flows for each of the three years in the period ended December 31, 2018 due to the adoption of ASU No. 2016-18, Statement of Cash Flows: Restricted Cash. We adopted ASU No. 2016-02: Leases on January 1, 2019 using the modified retrospective transition method. ROU assets and lease liabilities (including current and non-current) for operating leases are presented on the face of the consolidated balance sheet as of December 31, 2019, while2020 and 2021. We adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) on January 1, 2020, which requires the consolidated balance sheet datameasurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the years ended December 31, 2016, 2017 and 2018 have been prepared in accordanceincurred loss methodology with ASC Topic 840, Accounting for Leases.a forward-looking current expected credit losses.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Year Ended December 31, | | For the Year Ended December 31, | ||||||||||||||||||||||||
| | 2017 | | 2018 | | 2019 | | 2019 | | 2020 | | 2021 | ||||||||||||||||
|
| RMB |
| % |
| RMB |
| % |
| RMB |
| US$ |
| % |
| RMB |
| % |
| RMB |
| % |
| RMB |
| US$ |
| % |
| | (in thousands, except for percentages) | | (in thousands, except for percentages) | ||||||||||||||||||||||||
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Online marketplace services |
| 1,740,691 |
| 99.8 |
| 13,119,990 | | 100.0 | | 30,141,886 |
| 4,329,611 |
| 100.0 | ||||||||||||||
Online marketing services and others |
| 26,813,641 | | 89.0 |
| 47,953,779 | | 80.6 | | 72,563,402 |
| 11,386,782 |
| 77.2 | ||||||||||||||
Transaction services | | 3,328,245 | | 11.0 | | 5,787,415 | | 9.7 | | 14,140,449 | | 2,218,945 | | 15.1 | ||||||||||||||
Merchandise sales |
| 3,385 |
| 0.2 |
| — | | — | | — |
| — |
| — |
| — | | — |
| 5,750,671 | | 9.7 | | 7,246,088 |
| 1,137,069 |
| 7.7 |
Total revenues |
| 1,744,076 |
| 100.0 |
| 13,119,990 | | 100.0 | | 30,141,886 |
| 4,329,611 |
| 100.0 |
| 30,141,886 | | 100.0 |
| 59,491,865 | | 100.0 | | 93,949,939 |
| 14,742,796 |
| 100.0 |
Costs of revenues(1) |
|
|
|
|
|
| | | | |
| |
| |
| (6,338,778) | | (21.0) |
| (19,278,641) | | (32.4) | | (31,718,093) |
| (4,977,261) |
| (33.8) |
Costs of online marketplace services |
| (719,778) |
| (41.2) |
| (2,905,249) | | (22.1) | | (6,338,778) |
| (910,508) |
| (21.0) | ||||||||||||||
Costs of merchandise sales |
| (3,052) |
| (0.2) |
| — | | — | | — |
| — |
| — | ||||||||||||||
Total costs of revenues |
| (722,830) |
| (41.4) |
| (2,905,249) | | (22.1) | | (6,338,778) |
| (910,508) |
| (21.0) | ||||||||||||||
Gross profit |
| 1,021,246 |
| 58.6 |
| 10,214,741 | | 77.9 | | 23,803,108 |
| 3,419,103 |
| 79.0 |
| 23,803,108 | | 79.0 |
| 40,213,224 | | 67.6 | | 62,231,846 |
| 9,765,535 |
| 66.2 |
Operating expenses |
|
|
|
|
|
| | | | |
| |
| |
| | | |
| | | | | |
| |
| |
Sales and marketing expenses(1) |
| (1,344,582) |
| (77.1) |
| (13,441,813) | | (102.5) | | (27,174,249) |
| (3,903,337) |
| (90.2) |
| (27,174,249) | | (90.2) |
| (41,194,599) | | (69.2) | | (44,801,720) |
| (7,030,368) |
| (47.7) |
General and administrative expenses(1) |
| (133,207) |
| (7.6) |
| (6,456,612) | | (49.2) | | (1,296,712) |
| (186,261) |
| (4.3) |
| (1,296,712) | | (4.3) |
| (1,507,297) | | (2.5) | | (1,540,774) |
| (241,781) |
| (1.6) |
Research and development expenses(1) |
| (129,181) |
| (7.4) |
| (1,116,057) | | (8.5) | | (3,870,358) |
| (555,942) |
| (12.8) |
| (3,870,358) | | (12.8) |
| (6,891,653) | | (11.6) | | (8,992,590) |
| (1,411,134) |
| (9.6) |
Impairment of a long-term investment |
| (10,000) |
| (0.6) |
| — | | — | | — |
| — |
| — | ||||||||||||||
Total operating expenses |
| (1,616,970) |
| (92.7) |
| (21,014,482) | | (160.2) | | (32,341,319) |
| (4,645,540) |
| (107.3) |
| (32,341,319) | | (107.3) |
| (49,593,549) | | (83.4) | | (55,335,084) |
| (8,683,283) |
| (58.9) |
Operating loss |
| (595,724) |
| (34.1) |
| (10,799,741) | | (82.3) | | (8,538,211) |
| (1,226,437) |
| (28.3) | ||||||||||||||
Other income/(expenses) |
| |
| |
| | | | | |
| |
| | ||||||||||||||
Operating (loss)/ profit |
| (8,538,211) | | (28.3) |
| (9,380,325) | | (15.8) | | 6,896,762 |
| 1,082,252 |
| 7.3 | ||||||||||||||
Other income |
| | | |
| | | | | |
| |
| | ||||||||||||||
Interest and investment gain, net |
| 80,783 |
| 4.6 |
| 584,940 | | 4.5 | | 1,541,825 | | 221,469 | | 5.1 |
| 1,541,825 | | 5.1 |
| 2,455,366 | | 4.1 | | 3,061,662 | | 480,442 | | 3.3 |
Interest expense |
| — |
| — |
| — | | — | | (145,858) |
| (20,951) |
| (0.5) | ||||||||||||||
Foreign exchange (loss)/gain |
| (11,547) |
| (0.7) |
| 10,037 | | 0.1 | | 63,179 |
| 9,075 |
| 0.2 | ||||||||||||||
Other income/(loss), net |
| 1,373 |
| 0.1 |
| (12,361) | | (0.1) | | 82,786 |
| 11,891 |
| 0.3 | ||||||||||||||
Loss before income tax and share of results of equity investees |
| (525,115) |
| (30.1) |
| (10,217,125) | | (77.9) | | (6,996,279) |
| (1,004,953) |
| (23.2) | ||||||||||||||
Interest expenses |
| (145,858) | | (0.5) |
| (757,336) | | (1.3) | | (1,231,002) |
| (193,171) |
| (1.3) | ||||||||||||||
Foreign exchange gain |
| 63,179 | | 0.2 |
| 225,197 | | 0.4 | | 71,750 |
| 11,259 |
| 0.1 | ||||||||||||||
Other income, net |
| 82,786 | | 0.3 |
| 193,702 | | 0.3 | | 656,255 |
| 102,981 |
| 0.7 | ||||||||||||||
(Loss)/ profit before income tax and share of results of equity investees |
| (6,996,279) | | (23.2) |
| (7,263,396) | | (12.2) | | 9,455,427 |
| 1,483,763 |
| 10.1 | ||||||||||||||
Income tax expenses |
| — | | — |
| — | | — | | (1,933,585) |
| (303,422) |
| (2.1) | ||||||||||||||
Share of results of equity investees |
| — |
| — |
| — | | — | | 28,676 |
| 4,119 |
| 0.1 |
| 28,676 | | 0.1 |
| 83,654 | | 0.1 | | 246,828 |
| 38,733 |
| 0.3 |
Income tax expenses |
| — |
| — |
| — | | — | | — |
| — |
| — | ||||||||||||||
Net loss |
| (525,115) |
| (30.1) |
| (10,217,125) | | (77.9) | | (6,967,603) |
| (1,000,834) |
| (23.1) | ||||||||||||||
Net (loss)/ income |
| (6,967,603) | | (23.1) |
| (7,179,742) | | (12.1) | | 7,768,670 |
| 1,219,074 |
| 8.3 | ||||||||||||||
Note:
| (1) | Share-based compensation expenses were allocated as follows: |
| | | | | | | | | | | | | | | | |
| | For the Year Ended December 31, | | For the Year Ended December 31, | ||||||||||||
| | 2017 | | 2018 | | 2019 | | 2019 | | 2020 | | 2021 | ||||
|
| RMB |
| RMB |
| RMB |
| US$ |
| RMB |
| RMB |
| RMB |
| US$ |
| | (in thousands) | | (in thousands) | ||||||||||||
Costs of revenues |
| 796 |
| 3,488 | | 23,835 |
| 3,424 |
| 23,835 | | 32,291 | | 26,624 |
| 4,178 |
Sales and marketing expenses |
| 1,675 |
| 405,805 | | 860,862 |
| 123,655 |
| 860,862 | | 1,093,547 | | 1,612,219 |
| 252,992 |
General and administrative expenses |
| 108,141 |
| 6,296,186 | | 786,641 |
| 112,994 |
| 786,641 | | 966,985 | | 792,421 |
| 124,348 |
Research and development expenses |
| 5,893 |
| 136,094 | | 886,368 |
| 127,319 |
| 886,368 | | 1,520,220 | | 2,343,466 |
| 367,741 |
Total |
| 116,505 |
| 6,841,573 | | 2,557,706 |
| 367,392 |
| 2,557,706 | | 3,613,043 | | 4,774,730 |
| 749,259 |
9187
Year ended December 31, 20192021 compared to year ended December 31, 20182020
Revenues
Our revenues, which only consist of revenues from online marketplacemarketing services from 2018 onward,and others, transaction services and merchandise sales, increased by 129.7%57.9% from RMB13,120.0RMB59,491.9 million in 20182020 to RMB30,141.9RMB93,949.9 million (US$4,329.614,742.8 million) in 2019,2021. Revenues from online marketing services and others increased from RMB47,953.8 million in 2020 to RMB72,563.4 million (US$11,386.8 million) in 2021, primarily attributable to strongour stronger brand and market position as a result of our branding campaigns, more active merchants offering greater breadth of products and the increase in the number of our active buyers and annual spending per active buyer. Revenues from transaction services increased from RMB5,787.4 million in 2020 to RMB14,140.4 million (US$2,218.9 million) in 2021, primarily due to the increase in GMV. Revenues from merchandise sales increased from RMB5,750.7 million in 2020 to RMB7,246.1 million (US$1,137.1 million) in 2021.
Costs of revenues
Our costs of revenues increased by 64.5% from RMB19,278.6 million in 2020 to RMB31,718.1 million (US$4,977.3 million) in 2021, primarily due to the increase in payment processing fees and costs directly attributable to the operation of our platform and others. The increase in payment processing fees from RMB1,545.6 million in 2020 to RMB3,108.1 million (US$487.7 million) in 2021 was primarily due to the growth of our GMV. The increase in costs directly attributable to the operation of our platform and others from RMB17,733.1 million in 2020 to RMB28,610.0 million (US$4,489.5 million) in 2021 was primarily due to the increase of RMB8,920.3 million in fulfillment fees and merchant support services and the increase of RMB761.6 million in cost and expenses attributable to merchandise sales.
Gross profit
As a result of the foregoing, our gross profit increased to RMB62,231.8 million (US$9,765.5 million) in 2021, from RMB40,213.2 million in 2020. The improvement was primarily attributable to the continued growth in revenues.
Operating expenses
Our total operating expenses increased by 11.6% from RMB49,593.5 million in 2020 to RMB55,335.1 million (US$8,683.3 million) in 2021 primarily due to the increase in sales and marketing expenses and research and development expenses.
Sales and marketing expenses. Our sales and marketing expenses increased from RMB41,194.6 million in 2020 to RMB44,801.7 million (US$7,030.4 million) in 2021, primarily attributable to the increase of RMB2,158.9 million in advertising expenses and promotion and coupon expenses and the increase of RMB1,376.9 million in staff related costs. The increase in advertising expenses and promotion and coupon expenses was focused on building our brand awareness and driving user growth and engagement on our platform.
General and administrative expenses. Our general and administrative expenses increased slightly from RMB1,507.3 million in 2020 to RMB1,540.8 million (US$241.8 million) in 2021.
Research and development expenses. Our research and development expenses increased substantially from RMB6,891.7 million in 2020 to RMB8,992.6 million (US$1,411.1 million) in 2021, primarily due to the increase of RMB2,556.9 million in staff related costs. The increase in staff costs was primarily attributable to the increase in headcount for our research and development personnel, as we hired additional experienced research and development personnel.
Operating profit/(loss)
As a result of the foregoing, we recorded operating profit of RMB6,896.8 million (US$1,082.3 million) in 2021, compared to operating loss of RMB9,380.3 million in 2020.
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Other income/(expenses)
Interest and investment income, net. Net interest and investment income mainly represents interest earned on demand deposits, time deposits and wealth management products in financial institutions. We had net interest and investment income of RMB2,455.4 million and RMB3,061.7 million (US$480.4 million) in 2020 and 2021, respectively. The increase was primarily attributable to the increase of our time deposits and wealth management products.
Interest expense. We had interest expense of RMB1,231.0 million (US$193.2 million) in 2021, compared to interest expense of RMB757.3 million in 2020, primarily due to the increase of RMB526.0 million in interest expenses related to the convertible bonds’ amortization to face value.
Other income, net. We had other net income of RMB656.3 million (US$103.0 million) in 2021, compared to other net income of RMB193.7 million in 2020, primarily due to the increase in the amount of subsidies received, such as tax refunds, disposal gains and other non-operating income items.
Income tax expense
We had income tax expense of RMB1,933.6 million (US$303.4 million) and nil in 2021 and 2020, respectively.
Share of results of equity investees
We had share of results of equity investees of RMB246.8 million (US$38.7 million) in 2021, compared to RMB83.7 million in 2020.
Net income/(loss)
As a result of the foregoing, we had net income of RMB7,768.7 million (US$1,219.1 million) in 2021, compared to net loss of RMB7,179.7 million in 2020.
Year ended December 31, 2020 compared to year ended December 31, 2019
Revenues
Our revenues, which consist of revenues from online marketing services.services and others, transaction services and merchandise sales, increased by 97.4% from RMB30,141.9 million in 2019 to RMB59,491.9 million in 2020. Revenues from online marketing services and others increased from RMB11,515.6RMB26,813.6 million in 20182019 to RMB26,813.6RMB47,953.8 million, (US$3,851.5 million) in 2019. This increase was primarily attributable to our stronger brand and market position as a result of our branding campaigns, more active merchants offering greater breadth of products and the significant increase in the number of our active buyers and annual spending per active buyer. Revenues from transaction services increased from RMB1,604.4RMB3,328.2 million in 20182019 to RMB3,328.2RMB5,787.4 million (US$478.1 million) in 2019,2020, primarily due to the increase in GMV. Revenues from merchandise sales increased from nil to RMB5,750.7 million in 2020, primarily attributable to our online direct sales, where we acquired products from suppliers and sold them directly to users.
Costs of revenues
Our costs of revenues which only consist of costs of online marketplace services from 2018 onward, increased by 118.2%204.1% from RMB2,905.2RMB6,338.8 million in 20182019 to RMB6,338.8RMB19,278.6 million (US$910.5 million) in 2019,2020, primarily due to increases in bandwidthspayment processing fees and server costs staff costs and other expenses directly attributable to the online marketplace services, partially offset by rebatesoperation of payment processing fees.our platform and others. The increase in bandwidths and server costspayment processing fees from RMB578.9RMB341.9 million in 20182019 to RMB1,496.9RMB1,545.6 million (US$215.0 million)in 2020 was primarily due to the growth of our GMV. The increase in costs directly attributable to the operation of our platform and others from RMB5,996.9 million in 2019 to RMB17,733.1 million in 2020 was primarily due to the increase of RMB7,198.7 million in cost and expenses attributable to merchandise sales and delivery and storage fees, the increase of RMB2,061.8 million in bandwidth and server capacitycosts to keep pace with the growth of our online marketplace services. The increase in staff costs from RMB116.4 million in 2018 to RMB286.2 million (US$41.1 million) in 2019 was primarily due toservices, and the increase of annual average headcount for employees dedicated to the operations of our platform. The increaseRMB1,466.2 million in other expenses directly attributable to the online marketplace services was primarily due to the higher costs of call center and merchant support services from RMB991.6 million in 2018 to RMB3,093.8 million (US$444.4 million) in 2019. The decrease in payment processing fees from RMB639.3 million in 2018 to RMB341.9 million (US$49.1 million) in 2019 was primarily attributable to payment rebate received relating to processing fees.services.
Gross profit
As a result of the foregoing, our gross profit increased to RMB40,213.2 million in 2020, from RMB23,803.1 million (US$3,419.1 million) in 2019, from RMB10,214.7 million in 2018.2019. The improvement was primarily attributable to the continued growth in revenues and increased economiesrevenues.
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Operating expenses
Our total operating expenses increased by 53.9%53.3% from RMB21,014.5RMB32,341.3 million in 20182019 to RMB32,341.3RMB49,593.5 million (US$4,645.5 million) in 20192020 primarily due to the increases in sales and marketing expenses and research and development expenses.
Sales and marketing expenses. Our sales and marketing expenses increased substantially from RMB13,441.8RMB27,174.2 million in 20182019 to RMB27,174.2RMB41,194.6 million (US$3,903.3 million) in 2019,2020, primarily attributable to increasesthe increase of RMB12,999.9RMB13,430.1 million (US$1,867.3 million) in advertising expenses and promotion and coupon expenses. The increase in advertising expenses and promotion and coupon expenses werewas focused on building our brand awareness and driving user growth and engagement on our platform.
General and administrative expenses. Our general and administrative expenses decreased substantiallyincreased from RMB6,456.6RMB1,296.7 million in 20182019 to RMB1,296.7RMB1,507.3 million (US$186.3 million) in 2019.2020. The decreaseincrease was primarily attributable to a one-time share-based compensation expense recordedthe increase in April, 2018.headcount.
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Research and development expenses. Our research and development expenses increased substantially from RMB1,116.1RMB3,870.4 million in 20182019 to RMB3,870.4RMB6,891.7 million (US$555.9 million) in 2019,2020, primarily due to anthe increase of RMB2,037.1RMB1,987.2 million in staff related costs and anthe increase of RMB649.6RMB946.6 million in R&D-related cloud services expenses. The increase in staff costs was primarily attributable to the increase in headcount for our research and development personnel, as we hired additional experienced research and development personnel to execute our technology-related strategies of improving our platform.
Operating loss
As a result of the foregoing, we incurred operating loss of RMB10,799.7RMB8,538.2 million and RMB8,538.2RMB9,380.3 million (US$1,226.4 million) in 20182019 and 2019,2020, respectively.
Other income/(expenses)
Interest and investment gain, netincome, net.. Net interest and investment gainincome mainly represents interest earned on demand deposits, time deposits and wealth management products in financial institutions. We had net interest and investment gainincome of RMB584.9RMB1,541.8 million and RMB1,541.8RMB2,455.4 million (US$221.5 million) in 20182019 and 2019,2020, respectively. The increase was primarily attributable to the increase of our short-term investments and cash balance.
Interest expense. We had interest expense of RMB145.9RMB757.3 million (US$21.0 million) in 2019,2020, compared to interest expense of nilRMB145.9 million in 2018,2019, primarily due to the increase in interest expenses of RMB144.1RMB551.7 million (US$20.7 million) related to the convertible bonds’ amortization to face value.
Foreign exchange gain. We had foreign exchange gain of RMB63.2 million (US$9.1 million) in 2019, compared to foreign exchange gain of RMB10.0 million in 2018, primarily due to the depreciation of Renminbi against the U.S. dollar.
Other (loss)/income, netnet.. We had other net income of RMB82.8RMB193.7 million (US$11.9 million) in 2019,2020, compared to other net lossincome of RMB12.4RMB82.8 million in 2018,2019, primarily due to the tax benefit available under the Notice on Measures to Implement the Reform on Value-Added Tax, which came into effect on April 1, 2019.
Income tax expenses
We recorded nil in income tax expenses in 2018 and 2019.Tax.
Share of results of equity investees
We had share of results of equity investees of RMB83.7 million in 2020, compared to RMB28.7 million (US$4.1 million) in 2019, compared to nil in 2018.2019.
Net loss
As a result of the foregoing, we incurred net loss of RMB6,967.6RMB7,179.7 million (US$1,000.8 million) in 2019,2020, compared to net loss of RMB10,217.1RMB6,967.6 million in 2018.2019.
Year ended December 31, 2018 compared to year ended December 31, 2017
Revenues
Our revenues, which consisted of revenues from both online marketplace services and merchandise sales prior to 2017 while only online marketplace services revenue from 2018 onward, increased substantially from RMB1,744.1 million in 2017 to RMB13,120.0 million in 2018. This increase was primarily attributable to increases in revenues from online marketplace services.
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Our revenues from online marketplace services increased substantially from RMB1,740.7 million in 2017 to RMB13,120.0 million in 2018, primarily attributable to strong growth of revenues from online marketing services. Revenues from online marketing services increased from RMB1,209.3 million in 2017 to RMB11,515.6 million in 2018. This increase was primarily attributable to the launch of our online marketing system in April 2017 and our stronger brand and market position as a result of our branding campaigns, and the significant increase in the number of our active buyers and annual spending per active buyer. Revenues from transaction services increased from RMB531.4 million in 2017 to RMB1,604.4 million in 2018, primarily due to the increase in GMV.
Our revenues from merchandise sales decreased from RMB3.4 million in 2017 to nil in 2018 as we no longer generated such revenues after the first quarter of 2017 due to change of business model.
Costs of revenues
Our costs of revenues, which consist of costs of online marketplace services and costs of merchandise sales prior to 2017 while only cost of online marketplace services from 2018 onward, increased by 301.9% from RMB722.8 million in 2017 to RMB2,905.2 million in 2018. This increase was primarily due to the increase in our costs of online marketplace services.
Our costs of online marketplace services increased substantially from RMB719.8 million in 2017 to RMB2,905.2 million in 2018, primarily due to increases in payment processing fees, bandwidths and server costs, staff costs and other expenses directly attributable to the online marketplace services. The increase in payment processing fees from RMB541.3 million in 2017 to RMB639.3 million in 2018 was primarily attributable to and in line with the substantial increase in GMV. The increase in bandwidths and server costs from RMB117.5 million in 2017 to RMB578.9 million in 2018 was due to the increase in server capacity to keep pace with the growth of our online marketplace services. The increase in staff costs was primarily due to the increase in headcount for employees dedicated to the operations of our platform. The increase in other expenses directly attributable to the online marketplace services was primarily due to the higher costs of call center and merchant support services.
Our costs of merchandise sales decreased substantially from RMB3.1 million in 2017 to nil in 2018 as we no longer operated the online direct sales business after the first quarter of 2017.
Gross profit
As a result of the foregoing, our gross profit increased to RMB10,214.7 million in 2018, from RMB1,021.2 million in 2017. The improvement was primarily attributable to the continued growth in revenues and increased economies of scale achieved through our current marketplace model.
Operating expenses
Our total operating expenses increased substantially from RMB1,617.0 million in 2017 to RMB21,014.5 million in 2018 as all components of operating expenses increased.
Sales and marketing expenses. Our sales and marketing expenses increased substantially from RMB1,344.6 million in 2017 to RMB13,441.8 million in 2018, primarily attributable to increases of RMB11,608.2 million in advertising expenses and promotion and coupon expenses. The increase in advertising expenses and promotion and coupon expenses were focused on building our brand awareness and driving user growth and engagement on our platform.
General and administrative expenses. Our general and administrative expenses increased substantially from RMB133.2 million in 2017 to RMB6,456.6 million in 2018. The increase was primarily attributable to an increase of RMB6,278.1 million in staff costs due to the increase in share-based compensation expenses and headcount for our general and administrative personnel.
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Research and development expenses. Our research and development expenses increased substantially from RMB129.2 million in 2017 to RMB1,116.1 million in 2018, primarily due to an increase of RMB735.1 million in staff costs and an increase of RMB223.7 million in R&D-related cloud services expenses. The increase in staff costs was primarily attributable to the increase in headcount for our research and development personnel, as we hired additional experienced research and development personnel to execute our technology-related strategies of improving our platform.
Operating loss
As a result of the foregoing, we incurred operating loss of RMB595.7 million and RMB10,799.7 million in 2017 and 2018, respectively.
Other income/(expenses)
Interest and investment gain, net. Net interest and investment gain represents interest earned on cash deposits in financial institutions. We had net interest and investment gain of RMB80.8 million and RMB584.9 million in 2017 and 2018, respectively. The increase was primarily attributable to the increase of our cash balance.
Foreign exchange gain/(loss). We had foreign exchange gain of RMB10.0 million in 2018, compared to foreign exchange loss of RMB11.5 million in 2017, primarily due to the depreciation of Renminbi against the U.S. dollar.
Other (loss)/income, net. We had other net loss of RMB12.4 million in 2018, compared to other net income of RMB1.4 million in 2017, primarily due to decrease of donation.
Income tax expenses
We recorded nil in income tax expenses in 2017 and 2018.
Net loss
As a result of the foregoing, we incurred net loss of RMB10,217.1 million in 2018, compared to net loss of RMB525.1 million in 2017.
Critical Accounting Policies
The Jumpstart Our Business Startups Act (“JOBS Act”) provides that an emerging growth company (“EGC”) as defined therein can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an EGC to delay adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company as an EGC elected to take advantage of the extended transition period. However, the Company ceased to be an EGC on December 31, 2018 due to its rapid revenue growth in 2018.
An accounting policy is considered critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time such estimate is made, and if different accounting estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements.
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We prepare our financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates and assumptions. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experiences and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. Some of our accounting policies require a higher degree of judgment than others in their application and require us to make significant accounting estimates.
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The following descriptions of critical accounting policies, judgments and estimates should be read in conjunction with our consolidated financial statements and accompanying notes and other disclosures included in this annual report. When reviewing our financial statements, you should consider (i) our selection of critical accounting policies, (ii) the judgments and other uncertainties affecting the application of such policies, and (iii) the sensitivity of reported results to changes in conditions and assumptions.
Revenue recognition
We through our platform primarily offerRevenues are principally comprised of those generated from online marketplace services that enable third-party merchants to sell their products to consumers in China.and merchandise sales. Revenues from online marketplace services primarily consist of online marketing services revenues and transaction services revenues. Prior to 2017,fees. Revenues represent the amount of consideration that we were primarily engaged in the online merchandise sales of fresh produce and other perishable products sourced from produce suppliers. Payments for services or goods were generally received before delivery.
Effective January 1, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), using the modified retrospective method applying to those contracts not yet completed as of January 1, 2018. There were no changes made to our revenue recognition policy as a result of the adoption of Topic 606. Under Topic 606, revenues are recognized when control of the promised services are transferred to customers in amounts that reflect the consideration we expect to be entitled to in exchange for those services.the transfer of promised goods or services in the ordinary course of our activities and are recorded net of value-added tax (“VAT”). Consistent with the criteria of ASC Topic 606 (“ASC 606”), Revenue from Contracts with Customers, we recognize revenue when the performance obligation in a contract is satisfied by transferring the control of a promised good or service to a customer. We also evaluate whether it is appropriate to record the gross amounts of goods and services sold and the related costs, or the net amounts earned as commissions. Payments for services or goods are generally received before deliveries.
Online marketing services
We present value-added taxes (“VAT”) as reductions of revenues.
Online marketplace services
We charge transaction services fees to merchants for sales transactions completed on our online marketplace, where we do not take control of the products provided by the merchants at any point in the time during the transactions and do not have latitude over pricing of the merchandise. Merchants are charged transaction services fees primarily based on certain percentage of the value of merchandise being sold by the merchants with preferential rates rewarded to certain merchants at our discretion from time to time. Revenues related to transaction services are recognized in the consolidated statements of comprehensive loss at the time when our service obligations to the merchants are determined to have been completed under each sales transaction upon the consumers’ confirming the receipts of goods. Transaction services fees are not refundable if and when consumers return the merchandise to merchants.
We also entered into contractual agreements with certain merchants to provide online marketing services on our online marketplace for which we receive service fees from merchants. Online marketing services allow merchants to bid for keywords that match product listings appearing in search or browser results on our online marketplace. Merchants prepay for online marketing services that are charged on a cost-per-click basis. We provide the online marketing services on our own platforms without involvement of any other party. Under ASC 606, the related revenues are recognized at a point of time when consumers click the merchants’ product listings whenand the online marketing services are completed by us for the merchants. The positioning of such listings and the price for such positioning are determined through an online auction system, which facilitates price discovery through a market-based mechanism.
We also provide display marketing services that allow the merchants to place advertisements on the platform primarily at fixed prices. In general, the merchants need to prepay for display marketing which is accounted for as customer advances and deferred revenues and revenues are primarily recognized over the period during which the advertising services are provided.
Transaction services
We charge fees for transaction services to merchants for sales incentivestransactions completed on our platform, where we do not take control of the products provided by merchants at any point in the time during the transactions and do not have latitude over pricing of the merchandise. Transaction services fee is primarily determined as a percentage based on the purchase price of merchandise sold by the merchants. Revenues related to transaction services are recognized in consolidated statements of comprehensive income/(loss) at the time when our service obligations to the merchants are determined to have been completed under each sales transaction upon the confirmation of the receipts of goods by the consumers. The majority fees charged for transaction services are not refundable if and when consumers return the merchandise to merchants
We provide rebates to certain merchants that entitle them to receive price reduction on the online marketplace services by meeting certain requirements. We netSuch rebates are netted against the sales incentives against online marketplace services revenues.
Merchandise sales
We in certain cases acquire the merchandises from suppliers and sell directly to the consumers. We act as a principal for and take control of the merchandises, are primarily obligated for the merchandises sold to the consumers, bear inventory risks and have the latitude in establishing prices. Revenues from merchandise sales are recorded on a gross basis, net of discounts and return allowances when the products are delivered and titles are passed to the consumers who are our customers in these transactions. Proceeds received in advance of customer acceptance are recorded as current liabilities in customer advances and deferred revenues.
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Membership services
Certain consumers pay in advance for certain periods memberships in exchange for the access to a suite of benefits including coupons, which represent a single stand-ready obligation. As the members receive and consume the benefits of our promise throughout the subscription periods, the membership fees are recognized as revenue over the subscription periods on a straight-line basis. Coupons provided by us to the members are netted against the membership revenue with the resulting negative revenue, if any, being reclassed to marketing expenses for each membership contract. The membership revenue as recorded in the consolidated financial statements was immaterial during each presented period.
Incentives provided to the consumers
In order to promote itsour online marketplace and attract more registered consumers, we offerat our own discretion provide various forms of incentives, such asfor example, coupons, credits and discounts that are not specific to any merchant, to the consumers that are not customersour customers. Despite the absence of us. Evaluationany explicit contractual obligations to incentivize the non-customer consumers on behalf of the merchants, we further evaluated the varying features of different incentive programs were made to determine that incentives offered to consumers are generally not considered as payments to customers. Such evaluation included the consideration of whether the incentives represent implicit obligationobligations to the consumers on behalf of merchants and if so, whethershould be recorded as reduction of revenues. Based on that evaluation, we determined that incentives provided to the consumers would beare not considered as payments to the merchant-customers.
We, at our customers.
Couponsdiscretion, issue to the consumers coupons and credits redeemable forupon completion of certain actions to promote our platform. The coupons can only be used for future purchases of eligible merchandise offered on our online marketplace to reduce purchase price. Asprice and the consumers are required to make future purchases of the merchants’ merchandisecredits can be used to redeem the coupons, wecash from us. We recognize the amounts of redeemed coupons primarilyand credits as marketing expenses when future purchases are made.completed or when the credits are issued. Discounts unconditionally provided to the consumers are recognized as marketing expenses when the related transaction services revenues from merchants are recognized.
During the year ended December 31, 2018 and 2019, we also issued Certain discounts are provided to consumers at our discretion cash redeemable credits upon their completion of certain actions unrelated to promote the purchases of any specific merchant products on our online marketplace. As the credits were redeemable for cash,platform, we accrue forrecord the related costs in marketing expenses based onupon the cash redemption valuecompletion of each credit as it is issued, assuming all credits will be redeemed. As of December 31, 2018 and 2019, the amount of outstanding credits was immaterial.
Merchandise sales
When we conduct online merchandise sales of fresh produce and other perishable products, we are primarily obligated for the merchandise sold to the customers, subject to inventory risk, have latitude in establishing prices and selecting suppliers. Revenues from merchandise sales are recorded on the gross basis when the customers confirm the receipts of goods. Proceeds received in advance of customer acceptance are recorded as current liabilities in customer advances. We have ceased to conduct online merchandise sales in first quarter of 2017.such promotion tasks.
Income taxes
We follow the liability method of accounting for income taxes in accordance with ASC 740 (“ASC 740”), Income Taxes or ASC 740.. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. We record a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rate is recognized in tax expense in the period that includes the enactment date of the change in tax rate.
We accounted for uncertainties in income taxes in accordance with ASC 740. Interest and penalties related to unrecognized tax benefit recognized in accordance with ASC 740 are classified in the consolidated statements of comprehensive lossincome/(loss) as income tax expense.expenses.
Measurement of share-basedShare-based compensation
We adopted a global share incentive plan in 2015, which we refer to as the 2015 Plan in this annual report, for the purpose of granting share-based compensation awards to employees, directors and consultants to incentivize their performance and align their interests with ours. As of December 31, 2019,2021, the maximum aggregate number of ordinary shares which may be issued pursuant to all options granted under the 2015 Plan was 581,972,860 Class A ordinary shares, subject to adjustment and amendment.
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In July 2018, our shareholders and board of directorswe adopted the 2018 Share Incentive Plan, which we refer to as the 2018 Plan in this annual report, to attract and retain the best available personnel, provide additional incentives to employees, directors and consultants and promote the success of our business. The maximum aggregate number of shares which may be issued pursuant to all awards under the 2018 Plan was initially 363,130,400, plus an annual increase on the first day of each fiscal year of our company during the term of the 2018 Plan commencing with the fiscal year beginning January 1, 2019, by an amount equal to the lessor of (i) 1.0% of the total number of shares issued and outstanding on the last day of the immediately preceding fiscal year, and (ii) such number of shares as may be determined by our board of directors. In March 2021, our board of directors approved an amendment to the 2018 Plan to increase the annual increase percentage from 1.0% to 3.0% effective from the fiscal year beginning January 1, 2022. As of December 31, 2019,2021, the maximum aggregate numbers of ordinary shares which may be issued pursuant to all options and the restricted share units, RSUs, granted under the 2018 Plan were 116,348,240138,030,676 and 41,375,06841,518,464 Class A ordinary shares, respectively, subject to adjustment and amendment.
Share-based payment transactions with employees were accounted for as equity awards and measured at their grant date fair values. We recognize compensation expense over the requisite service period using the accelerated method. In accordance with ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting, we elected to account for forfeitures as they occurred.
Fair Value of the Options Granted to Employees
We apply ASC 718 (''ASC 718''(“ASC 718”), Compensation-Stock Compensation, to account for our employee share-based payments. In accordance with ASC 718, we determine whether an award should be classified and accounted for as a liability award or an equity award. All of our share-based awards to employees were classified as equity awards. We measure the employee share-based compensation based on the fair value of the award at the grant date. Expense is recognized using accelerated method over the requisite service period. The fair value of share options at the time of grant is determined using the binomial-lattice option pricing model. In accordance with ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting, we elected to account for forfeitures as they occurred.
We recognized total share-based compensation expenses of RMB116.5RMB2,557.7 million, RMB6,841.6RMB3,613.0 million and RMB2,557.7RMB4,774.7 million (US$367.4749.3 million), for the years ended December 31, 2017, 20182019, 2020 and 2019,2021, respectively.
As of December 31, 2019,2021, total unrecognized share-based compensation expenseexpenses relating to unvested awards was RMB9,994.4options and RSUs were RMB10,135.0 million (US$1,435.61,590.4 million). The expense is and RMB3,024.5 million (US$474.6 million), which are expected to be recognized over a weighted-average period of 4.83 years.3.06 years and 2.46 years, respectively.
Recent Accounting Pronouncements
See Item 17 of Part III, “Financial Statements—Note 2—Summary of significant accounting policies—Recent accounting pronouncements.”
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B. Liquidity and Capital Resources
The following table sets forth a summary of our cash flows for the periods presented:
| | | | | | | | |
| | For the Year Ended December 31, | ||||||
| | 2017 | | 2018 | | 2019 | ||
|
| RMB |
| RMB |
| RMB |
| US$ |
| | (in thousands) | ||||||
Summary Consolidated Cash Flow Data: | | | | | | | | |
Net cash generated from operating activities |
| 9,686,328 |
| 7,767,927 | | 14,820,976 |
| 2,128,900 |
Net cash generated from/(used in) investing activities |
| 71,651 |
| (7,548,509) | | (28,319,678) |
| (4,067,867) |
Net cash generated from financing activities |
| 1,398,860 |
| 17,344,357 | | 15,854,731 |
| 2,277,390 |
Exchange rate effect on cash, cash equivalents and restricted cash |
| (47,681) |
| 546,910 | | 450,142 |
| 64,659 |
Net increase in cash, cash equivalents and restricted cash |
| 11,109,158 |
| 18,110,685 | | 2,806,171 |
| 403,082 |
Cash, cash equivalents and restricted cash at beginning of the year(1) |
| 1,319,843 |
| 12,429,001 | | 30,539,686 |
| 4,386,751 |
Cash, cash equivalents and restricted cash at end of the year(1) |
| 12,429,001 |
| 30,539,686 | | 33,345,857 |
| 4,789,833 |
| | | | | | | | |
| | For the Year Ended December 31, | ||||||
| | 2019 | | 2020 | | 2021 | ||
|
| RMB |
| RMB |
| RMB |
| US$ |
| | | ||||||
Summary Consolidated Cash Flow Data: | | | | | | | | |
Net cash generated from operating activities |
| 14,820,976 | | 28,196,627 | | 28,783,011 |
| 4,516,683 |
Net cash used in investing activities |
| (28,319,678) | | (38,357,901) | | (35,562,365) |
| (5,580,511) |
Net cash generated from / (used in) financing activities |
| 15,854,731 | | 51,798,996 | | (1,875,154) |
| (294,253) |
Exchange rate effect on cash, cash equivalents and restricted cash |
| 450,142 | | (139,943) | | (145,157) |
| (22,779) |
Net increase / (decrease) in cash, cash equivalents and restricted cash |
| 2,806,171 | | 41,497,779 | | (8,799,665) |
| (1,380,860) |
Cash, cash equivalents and restricted cash at beginning of the year |
| 30,539,686 | | 33,345,857 | | 74,843,636 |
| 11,744,600 |
Cash, cash equivalents and restricted cash at end of the year |
| 33,345,857 | | 74,843,636 | | 66,043,971 |
| 10,363,740 |
To date, we have financed our operating and investing activities through cash generated by historical equity financing activities. We also raised proceeds from the initial public offering of our ADSs in July 2018, a follow-on offering of our ADSs in February 2019, and a convertible senior notes offering in September 2019.2019, a private placement in April 2020, a convertible senior notes offering and a concurrent follow-on offering of our ADSs in November 2020, and a private placement in December 2020. As of December 31, 2019,2021, our cash and cash equivalents were RMB5,768.2RMB6,426.7 million (US$828.51,008.5 million). Our cash and cash equivalents primarily consist of cash at banks. As of the same date, we had restricted cash of RMB27,577.7RMB59,617.3 million (US$3,961.39,355.2 million), mainly representing cash received from buyers and reserved in a bank supervised account for payments to merchants.
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We believe that our current cash and cash equivalents and our anticipated cash flows from operations will be sufficient to meet our anticipated working capital requirements and capital expenditures for at least the next 12 months. We may decide to enhance our liquidity position or increase our cash reserve for future investments through additional equity and debt financing. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in an increase in fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.
As of December 31, 2019, 55.5%2021, 92.8% of our cash and cash equivalents were held in China, and 48.8%37.8% were held by our VIE and its subsidiaries and denominated in Renminbi. Although we consolidate the results of our VIE and its subsidiaries, we only have access to the assets or earnings of our VIE and its subsidiaries through our contractual arrangements with our VIE and its shareholders. See “Item 4. Information on the Company—C. Organizational Structure.” For restrictions and limitations on liquidity and capital resources as a result of our corporate structure, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Holding Company Structure.”
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In utilizing the proceeds we received from our initial public equity offerings, follow-on offering andofferings, convertible senior notes offering,offerings and private placements, we may make additional capital contributions to our PRC subsidiaries, establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries, make loans to our PRC subsidiaries, or acquire offshore entities with operations in China in offshore transactions. However, most of these uses are subject to PRC regulations. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of our offshore financing to make loans or additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.”
A majority of our future revenues are likely to continue to be in the form of Renminbi. Under existing PRC foreign exchange regulations, Renminbi may be converted into foreign exchange for current account items, including profit distributions, interest payments and trade- and service-related foreign exchange transactions, without prior SAFE approval as long as certain routine procedural requirements are fulfilled. Therefore, our PRC subsidiaries are allowed to pay dividends in foreign currencies to us without prior SAFE approval by following certain routine procedural requirements. However, approval from or registration with competent government authorities is required where the Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may at its discretion restrict access to foreign currencies for current account transactions in the future.
Operating activities
Net cash generated from operating activities in 20192021 was RMB14,821.0RMB28,783.0 million (US$2,128.94,516.7 million), as compared to net lossincome of RMB6,967.6RMB7,768.7 million (US$1,000.81,219.1 million) in the same period. The difference was primarily due to anthe increase of RMB12,650.8RMB8,686.5 million (US$1,817.21,363.1 million) in payables to merchants, an increase of RMB3,652.6RMB2,651.2 million (US$524.7416.0 million) in merchant deposits, an increase of RMB2,648.9RMB3,492.0 million (US$380.5548.0 million) in accrued expenses and other liabilities, and an increasea decrease of RMB1,024.8RMB1,744.6 million (US$147.2273.8 million) in prepayments and other current assets, partially offset by a decrease of RMB1,422.9 million (US$223.3 million) in amounts due to related parties partially offset by an increaseand a decrease of RMB886.9RMB1,256.4 million (US$127.4197.2 million) in amounts due from related partiescustomer advances and an increase of RMB803.4 million (US$115.4 million) in receivables from online payment platforms.deferred revenues. The increase in payables to merchants, merchant deposits and accrued expenses and other liabilities werewas primarily attributable to our business expansion and the increase of number of merchants on our platform. The principal non-cash items affecting the difference between our net lossincome and our net cash generated from operating activities in 20192021 were RMB2,557.7RMB4,774.7 million (US$367.4749.3 million) in share-based compensation expenses.expenses and RMB1,495.4 million (US$234.7 million) in depreciation and amortization.
Net cash generated from operating activities in 20182020 was RMB7,767.9RMB28,196.6 million, as compared to net loss of RMB10,217.1RMB7,179.7 million in the same period. The difference was primarily due to the increase of RMB23,934.2 million in payables to merchants, an increase of RMB2,410.2RMB3,085.4 million in merchant deposits, an increase of 7,437.4 million in payables to merchants, and an increase of 1,864.2RMB5,849.1 million in accrued expenses and other liabilities, an increase of RMB1,883.0 million in amounts due to related parties, and an increase of RMB1,817.2 million in customer advances and deferred revenues, partially offset by an increase of RMB788.6RMB4,048.5 million in prepayments and other current assets.assets and an increase of RMB1,636.5 million in amounts due from related parties. The increase in merchant deposits, payables to merchants, andmerchant deposits, accrued expenses and other liabilities wereand customer advances and deferred revenues was primarily attributable to our business expansion and the increase of number of merchants on our platform. The principal non-cash itemsitem affecting the difference between our net loss and our net cash generated from operating activities in 2018 were RMB6,841.62020 was RMB3,613.0 million in share-based compensation expenses.
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Net cash generated from operating activities in 20172019 was RMB9,686.3RMB14,821.0 million, as compared to net loss of RMB525.1RMB6,967.6 million in the same period. The difference was primarily due to anthe increase of RMB8,721.7RMB12,650.8 million in payables to merchants, an increase of RMB1,558.6RMB3,652.6 million in merchant deposits, and an increase of RMB318.4RMB2,648.9 million in accrued expenses and other liabilities.liabilities, and an increase of RMB1,024.8 million in amounts due to related parties, partially offset by an increase of RMB886.9 million in amounts due from related parties and an increase of RMB803.4 million in receivables from online payment platforms. The increasesincrease in payables to merchants, merchant deposits and accrued expenses and other liabilities werewas attributable to our business expansion and the increase of number of merchants on our platform due to the transition of our business model.platform. The principal non-cash itemsitem affecting the difference between our net loss and our net cash generated from operating activities in 2017 were RMB13.42019 was RMB2,557.7 million in share-based compensation expenses, RMB10.0expenses.
Investing activities
Net cash used in investing activities in 2021 was RMB35,562.4 million in impairment(US$5,580.5 million), primarily due to purchase of short-term investments of RMB116,639.6 million (US$18,303.3 million), purchase of long-term investmentinvestments of RMB13,628.1 million (US$2,138.5 million), and RMB2.3purchase of property, equipment, software and intangible assets of RMB3,287.2 million (US$515.8 million), partially offset by proceeds from sales of short-term investments of RMB97,547.0 million (US$15,307.3 million).
Net cash used in depreciation.
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Investing activitiesshort-term investments of RMB86,438.1 million and purchase of long-term investments of RMB6,722.2 million, partially offset by proceeds from sales of short-term investments of RMB55,083.4 million.
Net cash used in investing activities in 2019 was RMB28,319.7 million, (US$4,067.9 million), primarily due to purchase of short termshort-term investments of RMB52,451.6 million, (US$7,534.2 million), partially offset by proceeds from sales of short-term investments of RMB24,797.6 million (US$3,562.0 million).million.
Financing activities
Net cash used in investingfinancing activities in 20182021 was RMB7,548.5RMB1,875.2 million (US$294.3 million), primarily dueattributable to purchasethe repayment of short term investments of RMB7,516.4 million, partially offset by repayment from a related party of RMB159.8 million.short-term borrowings.
Net cash generated from investingfinancing activities in 20172020 was RMB71.7RMB51,799.0 million, primarily dueattributable to the net proceeds from salesthe follow-on offering, net proceeds from issuance of short-term investments of RMB1,633.0 million, partially offset by purchase of short-term investments of RMB1,393.0 millionconvertible bonds, and loan to a related party of RMB159.8 million.
Financing activitiesproceeds from the private placements.
Net cash generated from financing activities in 2019 was RMB15,854.7 million, (US$2,277.4 million), primarily attributable to net proceeds from the follow-on offering, net proceeds from issuance of convertible bonds, and net proceeds from short-term borrowings.
NetMaterial cash generated from financing activities in 2018 was RMB17,344.4 million,requirements
Our material cash requirements as of December 31, 2021 and any subsequent interim period primarily attributableinclude our capital expenditures, convertible bonds obligations, operating lease commitments and investment commitments.
Our capital expenditures are primarily incurred for purchases of computer equipment relating to proceeds from the initial public offeringoperation of our ADSsplatform, furniture, office equipment and proceedsleasehold improvement for our office facilities and software. Our capital expenditures were RMB27.4 million in 2019, RMB43.0 million in 2020 and RMB3,287.2 million (US$515.8 million) in 2021.
Our convertible bonds obligations represent our principal payments. Please see “convertible bonds” under Note 12 to our audited consolidated financial statements. Payment due by December 31, 2021 for our convertible bonds obligations amounted to RMB14,193.9 million (US$2,227.3 million).
Our operating lease commitments mainly represent our obligations for leasing offices and warehouses, which include all future cash outflows under ASC Topic 842, Leases. Please see “Leases” under Note 8 to our audited consolidated financial statements. Payment due by December 31, 2021 for our operating lease commitments amounted to RMB1,032.4 million (US$162.0 million).
Our investment commitments primarily relate to capital contributions obligation under certain arrangement which does not have contractual maturity date. Payment due by December 31, 2021 for our investment commitments amounted to RMB140.0 million (US$22.0 million).
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We intend to fund our future capital expenditures with anticipated cash flows from operations, our existing cash balance and short-term investments. We will continue to make cash commitments, including capital expenditures, to meet the expected growth of our issuancebusiness.
We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of Series D preferred sharesany third parties. We do not have retained or contingent interests in assets transferred. We have not entered into contractual arrangements that support the credit, liquidity or market risk for transferred assets. We do not have obligations that arise or could arise from variable interests held in an unconsolidated entity, or obligations related to investors.
Net cash generated from financing activitiesderivative instruments that are both indexed to and classified in 2017 was RMB1,398.9 million, primarily attributable to proceedsour own equity, or not reflected in the statement of our issuance of Series C-1, Series C-2 and Series C-3 preferred shares to investors.financial position.
Holding Company Structure
Pinduoduo Inc. is a holding company with no material operations of its own. We conduct our operations primarily through our PRC subsidiaries, our VIE and its subsidiaries in China. As a result, Pinduoduo Inc.’s ability to pay dividends depends upon dividends paid by our PRC subsidiaries. If our existing PRC subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our wholly foreign-owned subsidiaries in China are permitted to pay dividends to us only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, each of our subsidiaries and our VIE in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of their registered capital. In addition, our wholly foreign-owned subsidiaries in China may allocate a portion of their after-tax profits based on PRC accounting standards to a staff welfare and bonus fund at their discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE. Our PRC subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds.
Capital expenditures
Our capital expenditures are primarily incurred for purchases of computer equipment relating to the operation of our platform, furniture, office equipment and leasehold improvement for our office facilities and software. Our capital expenditures were RMB8.9 million in 2017, RMB27.3 million in 2018 and RMB27.4 million (US$3.9 million) in 2019. We intend to fund our future capital expenditures with our existing cash balance. We will continue to make capital expenditures to meet the expected growth of our business.
C. Research and Development
See “Item 4. Information on the Company—B. Business Overview—Technology” and “Item 4. Information on the Company—B. Business Overview—Intellectual Property.”
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D. Trend Information
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 20192021 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
E. Off-Balance Sheet ArrangementsCritical Accounting Estimates
We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed toFor our sharescritical accounting estimates, see “Item 5. Operating and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.
F. Tabular Disclosure of Contractual Obligations
The following table sets forth our contractual obligations as of December 31, 2019:Financial Review and Prospects—A. Operating Results—Critical Accounting Policies.”
| | | | | | | | | | | | |
|
| |
| |
| |
| |
| 2024 and |
| |
| | 2020 | | 2021 | | 2022 | | 2023 | | after | | Total |
|
| | ||||||||||
Operating lease commitments(1) | | 142,058 |
| 150,231 |
| 128,731 |
| 94,598 |
| 97,558 |
| 613,176 |
Investment commitments(2) | | N/A | | N/A | | N/A | | N/A | | N/A | | 111,389 |
Total | | 142,058 |
| 150,231 |
| 128,731 |
| 94,598 |
| 97,558 |
| 724,565 |
Note:
As disclosed in our consolidated financial statements included elsewhere in this annual report, we did not recognize significant unrecognized tax benefits.
Other than as shown above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2019.
G. Safe Harbor
See “Forward-Looking Information”.
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Item 6. Directors, Senior Management and Employees
A. Directors and Senior Management
Pinduoduo Partnership
To ensure the sustainability and governance of our company and better align them with the interests of our shareholders, our management has established an executive partnership, the Pinduoduo Partnership, to help us better manage our business and to carry out our vision, mission and value continuously. The structure of the Pinduoduo Partnership is designed to promote people with diverse skillsets but sharing the same core values and beliefs that we hold dear.
The Pinduoduo Partnership will be operated under principles, policies and procedures that evolve with our business and encompass the following major aspects:
Nomination and Election of Partners
Partners will be elected annually through a nomination process, whereby any existing partner may propose candidates to the partnership committee (the “Partnership Committee”), which reviews the nomination and propose candidates to the entire partnership for election. Election of new partners requires the affirmative vote of at least 75% of all the partners. In order to be elected a partner, the partner candidate must meet certain quality standards including, among other things, a high standard of personal character and integrity, continued service as a director, officer or employee with our company for no less than five years (or a shorter period before our company reaches a five-year operating history), a consistent commitment to our company’s mission, vision and values as well as a track record of contribution to our business.
In order to align the interests of partners with the interests of shareholders, the Partnership Committee may require a partner to maintain a meaningful level of equity interests in our company during his or her tenure as a partner. The specific level of equity interests to be maintained shall be determined by the Partnership Committee from time to time.
The Pinduoduo Partnership’s major rights and functions, such as its right to appoint the executive director to our board and CEO nomination right, will not become effective until the Pinduoduo Partnership consists of no less than five limited partners (the “Partnership Condition”). Currently, such rights and functions have yet to come into effect.
Partnership Committee
The Partnership Committee will be the primary management body of the Pinduoduo Partnership. The Partnership Committee must consist of no more than five partners, and all decisions of the Partnership Committee will be made by majority vote of the members.
Partnership Committee members serve for a term of three years and may serve multiple terms, unless terminated upon his or her death, resignation, removal or termination of his or her membership in the partnership. Prior to each election that takes place once every three years, the Partnership Committee will nominate a number of partners equal to the number of Partnership Committee members plus three additional nominees. After voting, all except the three nominees who receive the least votes from the partners are elected to the Partnership Committee.
The initial members of the Partnership Committee include Mr. Zheng Huang and Mr. Lei Chen.
Executive Director Appointment and CEO Nomination Right
The Pinduoduo Partnership will be entitled to appoint executive directors and nominate and recommend the chief executive officer of theour company.
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An executive director refers to the director of the company that is (i) neither a director who satisfies the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules or Section 303A of the Corporate Governance Rules of the New York Stock Exchange nor a director who is affiliated with or was appointed to our board by a holder or a group of affiliated holders of preferred shares and/or Class A ordinary shares converted from preferred shares of our company prior to our initial public offering, and (ii) maintains an employment relationship with our company. Pursuant to our currently effective articles of association, our board of directors shall consist of not less than three but not more than nine directors, and shall include (i) two executive directors, if there are no more than five directors, and (ii) three executive directors, if there are more than five but no more than nine directors. The executive directors shall be nominated by the Pinduoduo Partnership for so long as certain conditions are satisfied. Our board of directors is obligated to cause the executive director candidate duly nominated by the Pinduoduo Partnership to be appointed by the board upon the delivery by the Pinduoduo Partnership of a written notice (duly executed by the general partner of the Pinduoduo Partnership) to us, and such executive director shall serve until expiry of his or her terms, unless removed by the shareholders by ordinary resolutions in accordance with our articles of association, removed by the Pinduoduo Partnership or the office is vacated upon, among other things, his or her death or resignation. Our board of directors may, by a majority of the remaining directors present and voting at a board meeting, appoint any person as a director to fill vacancy on the board upon resignation of a non-executive director member of the board. If at any time the total number of executive directors on the board nominated by the Pinduoduo Partnership is less than two or three, as applicable based on the then board composition, for any reason, the Pinduoduo Partnership shall be entitled to appoint such number of executive directors to the board as may be necessary to ensure that the board includes the number of executive directors as required pursuant to our articles of association. Such appointment of the executive directors to the board shall become effective immediately upon the delivery by the Pinduoduo Partnership of a written notice to us, without the requirement for any further resolution, vote or approval by the shareholders or the board. Mr. Zheng HuangLei Chen is an executive director of our company.
The chief executive officer candidate nominated by the Pinduoduo Partnership shall stand for appointment by the nominating and corporate governance committee of the board of directors. If the candidate is not appointed by the nominating and corporate governance committee in accordance with our articles of association, of the company, the Pinduoduo Partnership may nominate a replacement nominee until the nominating and corporate governance committee appoints such nominee as chief executive officer, or if the nominating and corporate governance committee fails to appoint more than three candidiatescandidates nominated by the Pinduoduo Partnership consecutively, the board of directors may then nominate and appoint any person to serve as the chief executive officer of theour company in accordance with our articles of association of the company.association.
Any partner may propose to the Partnership Committee any qualified individual to stand for nomination for executive director or chief executive officer. The Partnership Committee shall select from the proposed individuals one or more candidates for partnership approval. Nomination by the Pinduoduo Partnership of such candidate as the executive director or chief executive officer, as applicable, shall require the affirmative votes of a majority of the partners.
Partner Termination, Retirement and Removal
Partners may elect to retire or withdraw from the Pinduoduo Partnership at any time. All partners are required to retire upon reaching the age of sixty or upon termination of their employment. Any partner may be removed upon affirmative vote of a majority of all partners, in the event that the Partnership Committee determines that such partner fails to meet any of the qualifying standards and so recommend to the partnership.
Retired partners upon meeting certain requirements may be designated as honorary partners by the Partnership Committee. Honorary partners may not act as partner, but may be entitled to allocations from the deferred portion of the bonus pool.
Amendment of Partnership Agreement
Pursuant to the partnership agreement, amendment of the partnership agreement requires the approval of 75% of the partners.
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Directors and Executive Officers
The following table sets forth information regarding our directors and executive officers as of the date of this annual report.
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Directors and Executive Officers |
| Age |
| Position/Title |
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| Chairman of the Board of Directors and Chief Executive Officer |
Anthony Kam Ping Leung | | 61 | | Independent Director |
Haifeng Lin |
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| Director |
Qi Lu | 60 | Independent Director | ||
Nanpeng Shen |
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| Independent Director | |
George Yong-Boon Yeo |
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| Independent Director |
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| |
|
Zhenwei Zheng |
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| Senior Vice President of Product Development |
| |
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Zheng HuangLei Chen is a founding member of our foundercompany and has served as the chairman of our board of directorsdirector and our chief executive officer since July 2020. Mr. Chen was appointed as our inception.chairman of the board of directors in March 2021. Mr. Huang is a serial entrepreneur with significant experienceChen served as our chief technology officer since 2016 and expertise in the technology and internet sectors in China.as our director from February 2017 to July 2018. Prior to foundingjoining our company, Mr. Huang foundedChen served as chief technology officer of Xinyoudi Studio in 2011 to develop and operate online games. Prior to that,since 2011. Mr. Huang founded Ouku.com, a company that operated an online B2C platform for consumer electronics and home appliances, which was subsequently sold in 2010. Mr. Huang started his career at Google’sChen’s prior working experience includes internships with Google (Nasdaq: GOOG) headquarters, Yahoo Inc. and IBM (NYSE: IBM) in 2004 as a software engineer and project manager.the United States. Mr. Huang subsequently relocated to China and was part of the team that established Google China. Mr. HuangChen was trained as a data scientist and has published numerous worksis a prolific publisher on the subject of data mining, including in top peer reviewed journals, and has presented his works in a number oflarge international conferences, such as the ACM SIGMOD Conference, Very Large Data Bases (VLDB) Conferences and International Conference on Machine Learning. Mr. HuangChen received his bachelor’s degree in computer science from ZhejiangTsinghua University and his master’sdoctoral degree in computer science with a focus on data mining from University of Wisconsin-Madison.
Anthony Kam Ping Leung has served as our independent director and chairman of the audit committee since August 2019. Mr. Kam has more than 30 years of experience in the financial services industry in Asia. He is a Chartered Financial Analyst and a chartered accountant in Singapore. He also serves as an independent director of OCBC Wing Hang Bank (China) Ltd since September 2021. Mr. Kam served as the deputy chief executive officer and the executive director of HSBC Bank (China) Company Limited (“HSBC China”) from February 2016 to April 2018 and served as the chief financial officer of HSBC China from May 2013 to February 2016. Prior to that, Mr. Kam served as the chief financial officer of HSBC Bank (Singapore) Limited (“HSBC Singapore”) from September 2005 to May 2013. In addition to financial accounting and control, management accounting and tax responsibilities, Mr. Kam had direct oversight on specific risk management functions such as treasury product control and asset & liabilities management. Mr. Kam was also a member of the asset and liabilities management meeting and a member of the risk management meeting under the executive committee of HSBC Singapore and HSBC China. Mr. Kam received bachelor of science from University of Hong Kong and his master degree in applied finance from Macquarie University.
Haifeng Lin has served as our director since June 2017. Mr. Lin is currently the president of Tencent Financial Technology and a corporate vice president of Tencent Holdings Limited (HKEx: 00700). Prior to that, he served as general manager of the merger and acquisitions department of Tencent Technology (Shenzhen) Company Limited, an affiliate of Tencent Holdings.Holdings Limited. From July 2003 to November 2010, Mr. Lin served in different roles in finance, strategy and business operation at Microsoft. Prior to that, Mr. Lin worked at Nokia China from 1999 to 2001. Mr. Lin also serves as a non-executive director of Linklogis Inc. (HKEx: 09959) since October 2019. Mr. Lin received his bachelor’s degree in engineering from Zhejiang University in June 1997 and his master’s degree in business administration from the Wharton School of the University of Pennsylvania in JuneMay 2003.
Nanpeng Shen has served as our independent director since April 2018. Mr. Shen is the founding managing partner of Sequoia Capital China. Prior to founding Sequoia Capital China, Mr. Shen co-founded Trip.com Group Ltd (Nasdaq: TCOM), formerly Ctrip.com International, Ltd. (Nasdaq: CTRP), or Ctrip, a leading travel service provider in China, in 1999. Mr. Shen served as Ctrip’s president from August 2003 to October 2005 and as chief financial officer from 2000 to October 2005. Mr. Shen also co-founded and served as non-executive Co-Chairman of Homeinns Hotel Group, a leading economy hotel chain in China, which commenced operations in July 2002. Currently, Mr. Shen also serves as a director of a number of public and private companies, including Ctrip, Noah Holdings Limited (NYSE: NOAH), Meituan Dianping (HKEx: 03690) and China Renaissance Holdings Limited (HKEx: 01911). Mr. Shen received his bachelor’s degree from Shanghai Jiao Tong University and his master’s degree from Yale University.
Qi Lu has served as our independent director and chairman of our compensation committee since July 2018. Currently, he is the founding CEO of Miracle Plus. He was president and COO of Baidu, and prior to that served as Microsoft’s global executive vice president and led Applications and Services Group. Dr. Lu joined Microsoft in 2009 as president of its Online Services Division. Earlier in his career, Dr. Lu joined Yahoo! in 1998, later becoming senior vice president in charge of search and advertising technologies, and subsequently executive vice president in 2007. Dr. Lu holds both bachelor and master degrees in computer science from Fudan University in Shanghai and a Ph.D. in computer science from Carnegie Mellon University. He holds over 40 US patents and has authored many papers in his field.
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Nanpeng Shen has served as our independent director since April 2018. Mr. Shen is the founding managing partner of Sequoia Capital China since September 2005. Prior to founding Sequoia Capital China, Mr. Shen co-founded Trip.com Group Ltd (Nasdaq: TCOM), formerly Ctrip.com International, Ltd. (Nasdaq: CTRP), or Ctrip, a leading travel service provider in China, in 1999. Mr. Shen served as Ctrip’s president from August 2003 to October 2005 and as chief financial officer from 2000 to October 2005. Mr. Shen also co-founded and served as non-executive Co-Chairman of Homeinns Hotel Group, a leading economy hotel chain in China, which commenced operations in July 2002. Currently, Mr. Shen also serves as a director of a number of public and private companies, including an independent non-executive director of Ctrip since October 2008, a non-executive director of BTG Hotels Group (SHSE: 600258) since January 2017, a non-executive director of Noah Holdings Limited (NYSE: NOAH) since January 2016, a non-executive director of Meituan (formerly Meituan Dianping) (HKEx: 3690) since October 2015, and a non-executive director of Ninebot Limited (SHSE: 689009) since July 2015. Mr. Shen received his Master’s degree from Yale University in November 1992 and his Bachelor’s degree in applied mathematics from Shanghai Jiao Tong University in July 1988.
George Yong-Boon Yeo has served as our independent director and chairman of our nominating and corporate governance committee since July 2018. He currently serves as Senior Adviser to Kuok Group and is an independent non-executive director of AIA Group Limited (HKEx: 01299) and an independent non-executive director of Creative Technology Ltd. (SGX: C76). Prior to that, Mr. Yeo served 23 years in the government of Singapore, and was Minister for Information and the Arts, Health, Trade & Industry, and Foreign Affairs of Singapore. Mr. Yeo is also a member of the Board of Trustees of Berggruen Institute on Governance and International Advisory Panel of Peking University, among others. Mr. Yeo studied Engineering at Cambridge University on a President’s Scholarship, graduating with a Double First in 1976, and became a Signals Officer in the Singapore Armed Forces. After graduating from the Singapore Command and Staff College in 1979, he was posted to the Republic of Singapore Air Force. Mr. Yeo graduated with an MBA (Baker Scholar) from the Harvard Business School in 1985. He was appointed Chief-of-Staff of the Air Staff from 1985 to 1986 and Director of Joint Operations and Planning in the Defence Ministry from 1985 to 1988, attaining the rank of Brigadier-General.
Anthony Kam Ping LeungJun Liu has served as our independentvice president of finance since January 2022. Ms. Liu served as our director and chairman of the audit committee since August 2019. Mr. Kam has more than 30 years of experience in the financial services industry in Asia. He is a Chartered Financial Analyst and a chartered accountant in Singapore. Mr. Kamfinance from 2017 to 2021. Prior to joining our company, Ms. Liu served as the deputy chief executive officer and the executive director of HSBC Bank (China) Company Limited ("HSBC China") from February 2016 to April 2018finance at Xiaohongshu.com and served as the chief financial officeran associate director of HSBC China from May 2013 to February 2016. Prior to that, Mr. Kam served as the chief financial officer of HSBC Bank (Singapore) Limited from Septemberfinance at Light-In-The-Box Limited. From 2005 to May 2013. Mr. Kam2013, she was an associate and then manager at PricewaterhouseCoopers Consultants (Shenzhen) Limited. Ms. Liu received bachelor of scienceher bachelor’s degree in economics from Zhongnan University of Hong KongEconomics and his master degree in applied finance from Macquarie University.Law.
Lei ChenJunyun Xiao is a founding member of our company and has served as our chief technology officersenior vice president of operation since 2016 and our director from February 2017April 2018 to July 2018. Prior to joining our company, Mr. ChenXiao served as chief technology officeroperation director of Xinyoudi Studio since 2011. Mr. Chen’s prior working experience includes internships with Google (Nasdaq: GOOG), Yahoo Inc.Prior to that, he was a member of the founding team of Ouku.com and IBM (NYSE: IBM) in the United States. Mr. Chen was trainedserved as a data scientist and is a prolific publisher on the subject of data mining, and has presented his works in large international conferences, such as the ACM SIGMOD Conference, Very Large Data Bases (VLDB) Conferences and International Conference on Machine Learning. Mr. Chen received his bachelor’s degree in computer scienceoperation manager from Tsinghua University and his doctoral degree in computer science from University of Wisconsin-Madison.2007 to 2010.
Zhenwei Zheng is a founding member of our company and has served as our senior vice president of product development since 2016, and our director from April 2018 to July 2018. Prior to joining our company, Mr. Zheng served as chief executive officer of Xinyoudi Studio since 2011. Prior to that, he held various positions at Baidu (Nasdaq: BIDU) from 2008 to 2010. Mr. Zheng received his bachelor’s degree and master’s degree in computer science from Zhejiang University.
Junyun XiaoJianchong Zhu is a founding member of our company and has served as our general counsel since July 2020. Mr. Zhu had served as senior vice president of operationour company since 2016 and our director from April 2018 to July 2018. Prior to joining our company, Mr. Xiao served as operation directorZhu was a partner in the Beijing office of Xinyoudi Studio since 2011. PriorWhite & Case LLP. From 2010 to that,2017, he was a memberan associate and then counsel in Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Zhu received his bachelor’s degree in English language and literature from Tsinghua University, and his juris doctor’s degree from University of California Hastings College of the founding team of Ouku.com and served as operation manager from 2007 to 2010.Law.
B. Compensation
In the year ended December 31, 2019,2021, we paid an aggregate of RMB5.0US$2.6 million (US$0.7 million) in cash to our directors and executive officers as a group. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors. Our PRC subsidiaries and our VIE are required by law to make contributions equal to certain percentages of each employee’s salary for his or her medical insurance, maternity insurance, workplace injury insurance, unemployment insurance, pension benefits through a PRC government-mandated multi-employer defined contribution plan and other statutory benefits.
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Employment Agreements and Indemnification Agreements
We have entered into employment agreements with each of our executive officers. Under these agreements, each of our executive officers is employed for a specified time period. We may terminate employment for cause, at any time, without advance notice or remuneration, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties. We may also terminate an executive officer’s employment without cause upon three-month advance written notice. In such case of termination by us, we will provide severance payments to the executive officer as expressly required by applicable law of the jurisdiction where the executive officer is based. The executive officer may resign at any time with a three-month advance written notice.
Each executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information or trade secrets, any confidential information or trade secrets of our clients or prospective clients, or the confidential or proprietary information of any third party received by us and for which we have confidential obligations. The executive officers have also agreed to disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or reduce to practice during the executive officer’s employment with us and to assign all right, title and interest in them to us, and assist us in obtaining and enforcing patents, copyrights and other legal rights for these inventions, designs and trade secrets.
In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and typically for one year following the last date of employment. Specifically, each executive officer has agreed not to (i) approach our suppliers, clients, customers or contacts or other persons or entities introduced to the executive officer in his or her capacity as a representative of us for the purpose of doing business with such persons or entities that will harm our business relationships with these persons or entities; (ii) assume employment with or provide services to any of our competitors, or engage, whether as principal, partner, licensor or otherwise, any of our competitors, without our express consent; or (iii) seek directly or indirectly, to solicit the services of any of our employees who is employed by us on or after the date of the executive officer’s termination, or in the year preceding such termination, without our express consent.
We have also entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company.
2015 Global Share Plan
In September 2015, our board of directors approved a 2015 global share plan, which we refer to as the 2015 Plan, to attract and retain the best available personnel, provide additional incentives to employees, directors and consultants and promote the success of our business. The maximum aggregate number of ordinary shares which may be issued pursuant to all awards under the 2015 Plan is 581,972,860 Class A ordinary shares, subject to adjustment and amendment. As of December 31, 2019,2021, options to purchase 581,972,860 Class A ordinary shares under the 2015 Plan had been granted, and outstanding, excluding awards that were forfeited or cancelled after the relevant grant dates.
The following paragraphs describe the principal terms of the 2015 Plan.
Types of awards. The 2015 Plan permits the awards of options or restricted shares.
Plan administration. Our board of directors or a committee of one or more members appointed by our board of directors will administer the 2015 Plan. Subject to the terms of the 2015 Plan and in the case of the committee, the specific duties delegated by our board of directors to the committee, the plan administrator has the authority to determine the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each award, among others.
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Award agreement. Awards granted under the 2015 Plan are evidenced by an award agreement that sets forth terms, conditions and limitations for each award, which may include the term of the award, the provisions applicable in the event that the grantee’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award.
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Eligibility. We may grant awards to our employees, directors and consultants of our company.
Vesting schedule. In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement.
Exercise of options. The plan administrator determines the exercise price for each award, which is stated in the award agreement. The vested portion of option will expire if not exercised prior to the time as the plan administrator determines at the time of its grant. However, the maximum exercisable term is ten years from the date of a grant.
Transfer restrictions. Awards may not be transferred in any manner by the participant other than in accordance with the exceptions provided in the 2015 Plan, such as transfers by will or the laws of descent and distribution, or as provided in the relevant award agreement or otherwise determined by the plan administrator.
Termination and amendment of the 2015 Plan. Unless terminated earlier, the 2015 Plan has a term of ten years. Our board of directors has the authority to terminate, amend or modify the plan. No termination, amendment or modification may adversely affect in any material way an outstanding award granted pursuant to the 2015 Plan unless mutually agreed between the participant and the plan administrator.
2018 Share Incentive Plan
In July 2018, our shareholders and board of directorswe adopted the 2018 Share Incentive Plan, which we refer to as the 2018 Plan in this annual report, to attract and retain the best available personnel, provide additional incentives to employees, directors and consultants and promote the success of our business. The maximum aggregate number of shares which may be issued pursuant to all awards under the 2018 Plan was initially 363,130,400, plus an annual increase on the first day of each fiscal year of our company during the term of the 2018 Plan commencing with the fiscal year beginning January 1, 2019, by an amount equal to the lessor of (i) 1.0% of the total number of shares issued and outstanding on the last day of the immediately preceding fiscal year, and (ii) such number of shares as may be determined by our board of directors. In March 2021, our board of directors approved an amendment to the 2018 Plan to increase the annual increase percentage from 1.0% to 3.0% effective from the fiscal year beginning January 1, 2022. As of December 31, 2019,2021, options to purchase 116,348,240138,030,676 Class A ordinary shares and restricted share units representing 41,375,06841,518,464 Class A ordinary shares had been granted and outstanding under the 2018 Plan.
The following paragraphs describe the principal terms of the 2018 Plan.
Types of Awards. The 2018 Plan permits the awards of options, restricted shares, restricted share units or any other type of awards approved by the administration committee.
Plan Administration. Our board of directors or the administration committee will administer the 2018 Plan. The administration committee or the full board of directors, as applicable, will determine the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each award.
Award Agreement. Awards granted under the 2018 Plan are evidenced by an award agreement that sets forth terms, conditions and limitations for each award, which may include the term of the award, the provisions applicable in the event that the grantee’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award.
Eligibility. We may grant awards to our employees, directors and consultants of our company. However, we may grant options that are intended to qualify as incentive share options only to our employees and employees of our parent companies and subsidiaries.
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Vesting Schedule. In general, the administration committee determines the vesting schedule, which is specified in the relevant award agreement.
Exercise of Options. The administration committee determines the exercise price for each award, which is stated in the award agreement. The vested portion of option will expire if not exercised prior to the time as the administration committee determines at the time of its grant. However, the maximum exercisable term is ten years from the date of a grant.
Transfer Restrictions. Awards may not be transferred in any manner by the recipient other than in accordance with the exceptions provided in the 2018 Plan, such as transfers by will or the laws of descent and distribution.
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Termination and Amendment of the 2018 Plan. Unless terminated earlier, the 2018 Plan has a term of ten years. Our board of directors has the authority to amend or terminate the plan. However, no such action may adversely affect in any material way any awards previously granted unless agreed by the recipient.
The following table summarizes, as of December 31, 2019,2021, the number of Class A ordinary shares under outstanding options, restricted share units and other equity awards that we granted to our directors and executive officers, excluding awards that were forfeited or cancelled after the relevant grant dates.
| | | | | | | | |
|
| Class A |
| |
| |
| |
| | Ordinary Shares | | | | | | |
| | Underlying | | | | | | |
| | Equity Awards | | Exercise Price | | | | |
Name | | Granted | | (US$/Share) | | Date of Grant | | Date of Expiration |
|
|
|
|
|
| |||
|
|
|
|
|
| |||
Lei Chen | | * |
| Nominal |
| September 1, 2016 and September 1, 2020 |
| August 31, 2026 and August 31, 2030 |
Qi Lu | | * | | Nominal | | Various dates between February 1, 2019 and August 1, 2021 | | Various dates between January 31, 2029 and July 31, 2031 |
George Yong-Boon Yeo | | * | | Nominal | | Various dates between February 1, 2019 and August 1, 2021 | | Various dates between January 31, 2029 and July 31, 2031 |
Anthony Kam Ping Leung | | * | | Nominal | | Various dates between March 1, 2020 and September 1, 2021 | | Various dates between February 28, 2030 and August 31, 2031 |
Junyun Xiao | | * | | Nominal | | November 1, 2015 and September 1, 2016 | | October 31, 2025 and August 31, 2026 |
Zhenwei Zheng | | * |
| Nominal |
| Various dates from November 1, 2015 to March 1, 2019 |
| Various dates from October 31, 2025 to February |
| | * |
|
|
| |||
|
|
| | Nominal | | Various dates from | | Various dates from August 31, 2028 to September 30, 2031 |
Jianchong Zhu | | * | | Nominal | | June 1, 2019 | | May 31, 2029 |
All directors and executive officers as a group | | 57,572,204 | | Nominal | | Various dates between November 1, 2015 and October 1, 2021 | | Various dates between October 31, 2025 |
* Less than 1% of our total ordinary shares outstanding.
As of December 31, 2019,2021, our employees other than members of our senior management as a group held options to purchase 643,721,100662,651,244 Class A ordinary shares, with nominal exercise prices, and restricted share units representing 41,285,02841,298,552 Class A ordinary shares.
For discussions of our accounting policies and estimates for awards granted pursuant to the 2015 Plan and 2018 Plan, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Critical Accounting Policies—Measurement of share-basedShare-Based compensation.”
C. Board Practices
Board of Directors
Our board of directors consists of six directors. A director is not required to hold any shares in our company by way of qualification. A director may vote with respect to any contract or transaction or proposed contract or transaction notwithstanding that he may be interested therein provided (a) such director has declared the nature of his interest at the earliest meeting of the board at which it is practicable for him to do so, either specifically or by way of a general notice and (b) if such contract or arrangement is a transaction with a related party, such transaction has been approved by the audit committee. The directors may from time to time at their discretion exercise all the powers of the company to raise or borrow money, mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof, to issue debentures, debenture stock, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the company or of any third party. None of our non-executive directors has a service contract with us that provides for benefits upon termination of service.
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Committees of the Board of Directors
A company of which more than 50% of the voting power is held by a single entity is considered a “controlled company” under the Nasdaq Stock Market Rules. A controlled company is not required to comply with the Nasdaq corporate governance rules requiring a board of directors to have a majority of independent directors, to have independent compensation committee, and to have independent nominations/corporate governance committees. We are a “controlled company” as defined under the Nasdaq Stock Market Rules. We have no current intention to rely on the controlled company exemptions.
As a Cayman Islands exempted company listed on the Nasdaq Stock Market, we are subject to the Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards. For example, neither the Companies LawAct of the Cayman Islands nor our memorandum and articles of association requires a majority of our directors to be independent, we could include non-independent directors as members of our compensation committee and nominating committee, and our independent directors would not necessarily hold regularly scheduled meetings at which only independent directors are present. However, we currently intend to comply with the rules of the Nasdaq in lieu of following home country practice.
We have established three committees under the board of directors: an audit committee, a compensation committee and a nominating and corporate governance committee. Each committee’s members and functions are described below.
Audit Committee.Committee. Our audit committee consists of Mr. Anthony Kam Ping Leung, Mr. Nanpeng Shen and Mr. George Yong-Boon Yeo. Mr. Anthony Kam Ping Leung is the chairman of our audit committee. We have determined that Mr. Anthony Kam Ping Leung, Mr. Nanpeng Shen and Mr. George Yong-Boon Yeo each satisfies the “independence” requirements of Rule 5605(c)(2) of the Nasdaq Stock Market Rules and meet the independence standards under Rule 10A-3 under the Exchange Act, as amended. We have determined that Mr. Anthony Kam Ping Leung qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other things:
| ● | appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; |
| ● | reviewing with the independent auditors any audit problems or difficulties and management’s response; |
| ● | discussing the annual audited financial statements with management and the independent auditors; |
| ● | reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; |
| ● | reviewing and approving all proposed related party transactions; |
| ● | meeting separately and periodically with management and the independent auditors; and |
| ● | monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. |
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Compensation Committee. Our compensation committee consists of Dr. Qi Lu and Mr. Nanpeng Shen. Dr. Qi Lu is the chairman of our compensation committee. We have determined that Dr. Qi Lu and Mr. Nanpeng Shen each satisfies the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things:
| ● | reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; |
| ● | reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors; |
| ● | reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and |
| ● | selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management. |
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Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of Dr. Qi Lu and Mr. George Yong-Boon Yeo. Mr. George Yong-Boon Yeo is the chairman of our nominating and corporate governance committee. Dr. Qi Lu and Mr. George Yong-Boon Yeo each satisfies the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee is responsible for, among other things:
| ● | selecting and recommending to the board nominees for election by the shareholders or appointment by the board; |
| ● | reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; |
| ● | making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and |
| ● | advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken. |
Duties of Directors
Under Cayman Islands law, our directors owe fiduciary duties to our company, including a duty to act honestly, and a duty to act in what they consider in good faith to be in our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors also owe to our company a duty to act withA director must exercise the skill and care. It was previously consideredcare of a reasonably diligent person having both – (i) the general knowledge, skill and experience that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected fromof a person of hisin the same position (an objective test), and (ii) if greater, the general knowledge, and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.experience that that director actually possesses (a subjective test). In fulfilling their duty of care to our company, our directors must ensure compliance with our memorandum and articles of association, as amended and restated from time to time, and the rights vested thereunder in the holders of the shares. Our directors owe their fiduciary duties to our company and not to our company’s individual shareholders, and it is our company which has the right to seek damages if a duty owed by our directors is breached. In limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached.
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Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs. The functions and powers of our board of directors include, among others:
| ● | convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings; |
| ● | declaring dividends and distributions; |
| ● | appointing officers and determining the term of office of the officers; |
| ● | exercising the borrowing powers of our company and mortgaging the property of our company; and |
| ● | approving the transfer of shares in our company, including the registration of such shares in our share register. |
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Terms of Directors and Officers
Our officers are elected by and serve at the discretion of the board of directors. Our directors shall serve and hold office until expiry of his or her terms or until such time as they are removed from office by ordinary resolutions of the shareholders. Pursuant to our currently effective articles of association, our board of directors shall consist of not less than three but not more than nine directors, and shall include (i) two executive directors, if there are no more than five directors, and (ii) three executive directors, if there are more than five but no more than nine directors. The executive directors shall be nominated by the Pinduoduo Partnership. Our board of directors is obligated to cause the executive director candidate duly nominated by the Pinduoduo Partnership to be appointed by the board upon the delivery by the Pinduoduo Partnership of a written notice (duly executed by the general partner of the Pinduoduo Partnership) to us. The Pinduoduo Partnership is entitled to nominate the chief executive officer of our company, subject to appointment by the nominating and corporate governance committee of our board of directors. For additional information, see “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management—Pinduoduo Partnership.” AThe office of a director will be removed from office automaticallyvacated if the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) is found by our company to be or becomes of unsound mind; (iii) resigns his or her office by notice in writing to us; (iv) without special leave of absence from the board of directors, is absent from meetings of the board of directors for four consecutive meetings and the board of directors resolves that his office be vacated; or (v) is removed from office pursuant to the provisions of our memorandum and articles of association.
Board Diversity
| | | |||||||
Board Diversity Matrix (As of February 28, 2022) | |||||||||
Country of Principal Executive Offices: |
| People’s Republic of China | | ||||||
Foreign Private Issuer | | Yes | | ||||||
Disclosure Prohibited Under Home Country Law | | No | | ||||||
Total Number of Directors | | 6 | | ||||||
| | Female | Male | Non- | Did Not | | |||
Part I: Gender Identity | | | | ||||||
Directors | | 0 | 6 | 0 | 0 | | |||
Part II: Demographic Background | | | | ||||||
Underrepresented Individual in Home Country Jurisdiction | | 0 | | ||||||
LGBTQ+ | | 0 | | ||||||
Did Not Disclose Demographic Background | | 2 | | ||||||
D. Employees
Employees
As of December 31, 2019,2021, we had a total of 5,8289,762 employees. We had a total of 1,1595,828 and 3,6837,986 employees as of December 31, 20172019 and 2018,2020, respectively.
The following table gives breakdowns of our employees as of December 31, 20192021 by function:
| | |
|
| As of December 31, |
| |
|
Function: | |
|
Sales and marketing | |
|
Product development | |
|
Platform operation | |
|
Management and administration | |
|
Total | |
|
112106
We are dedicated to providing employees with social benefits, diversified work environment and a wide range of career development opportunities. We have invested significant resources in employee career development and training opportunities. For example, we have established training programs that cover topics such as our corporate culture, employee rights and responsibilities, team-building, professional conduct and job performance. We are committed to making continued efforts to provide better working environment and benefits to our employees.
As required by regulations in China, we participate in various government statutory employee benefit plans, including medical insurance, maternity insurance, workplace injury insurance, unemployment insurance and pension benefits through a PRC government-mandated multi-employer defined contribution plan. We are required under PRC law to contribute to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees up to a maximum amount specified by the local government from time to time.
We enter into standard labor contracts with our employees. We also enter into standard confidentiality and non-compete agreements with all of our senior management and employees. The non-compete restricted period typically expires two years after the termination of employment, and we may have to compensate the employee with a certain percentage of his or her pre-departure salary during the restricted period.
We believe that we maintain a good working relationship with our employees, and we have not experienced any major labor disputes.
E. Share Ownership
Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our Class A and Class B ordinary shares as of March 31, 2020February 28, 2022 by:
| ● | each of our directors and executive officers; and |
| ● | each person known to us to beneficially own more than 5% of our total outstanding ordinary shares. |
The calculations in the table below are based on 2,716,057,2885,057,542,676 Class A ordinary shares and 2,074,447,700no Class B ordinary sharesShares outstanding as of April 13, 2020.February 28, 2022.
113107
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.
| | | | | | | | | | | | |||||
| | Ordinary Shares Beneficially Owned*** |
| |||||||||||||
|
| Class A |
| Class B |
| Total |
| % of |
| |
| | | | | |
| | Ordinary | | Ordinary | | Ordinary | | Beneficial | | % of Aggregate |
| | Class A Ordinary Shares Beneficially Owned*** | |||
| | Shares | | Shares | | Shares | | Ownership | | Voting Power† |
|
| Number |
| % | |
Directors and Executive Officers**: |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Zheng Huang(1) | | — |
| 2,074,447,700 |
| 2,074,447,700 |
| 43.3 | % | 88.4 | % | |||||
Haifeng Lin(2) | | * |
| — |
| * |
| * |
| * | | |||||
Lei Chen | | * |
| * |
| |||||||||||
Anthony Kam Ping Leung | | * |
| * |
| |||||||||||
Haifeng Lin(1) | | * |
| * |
| |||||||||||
Qi Lu | | * |
| * |
| |||||||||||
Nanpeng Shen | | 192,356,912 |
| — |
| 192,356,912 |
| 4.0 | % | 0.8 | % | | 132,876,308 |
| 2.6 |
|
Qi Lu | | — |
| — |
| — |
| — | | — | | |||||
George Yong-Boon Yeo(4) | | * |
| — |
| * |
| * |
| * | | |||||
Anthony Kam Ping Leung | | — |
| — |
| — |
| — |
| — | | |||||
Lei Chen(5) | | * |
| — |
| * |
| * |
| * | | |||||
Zhenwei Zheng(6) | | * |
| — |
| * |
| * |
| * | | |||||
Junyun Xiao(7) | | * |
| — |
| * |
| * |
| * | | |||||
George Yong-Boon Yeo | | * |
| * |
| |||||||||||
Jun Liu | | * | | * | | |||||||||||
Junyun Xiao | | * |
| * |
| |||||||||||
Zhenwei Zheng | | * |
| * |
| |||||||||||
Jianchong Zhu | | * | | * | | |||||||||||
All Directors and Executive Officers as a Group | | 236,118,312 |
| 2,074,447,700 |
| 2,310,566,012 |
| 48.2 | % | 89.4 | % | | 186,817,482 |
| 3.7 | |
Principal Shareholders: | | |
| |
| |
| | | | | | |
| |
|
Entities affiliated with Zheng Huang(8) | | — |
| 2,074,447,700 |
| 2,074,447,700 |
| 43.3 | % | 88.4 | % | |||||
Entities affiliated with Tencent(9) | | 792,622,428 |
| — |
| 792,622,428 |
| 16.5 | % | 3.4 | % | |||||
Banyan Partners Funds(10) | | 371,152,772 |
| — |
| 371,152,772 |
| 7.7 | % | 1.6 | % | |||||
Sequoia Funds(11) | | 334,191,580 |
| — |
| 334,191,580 |
| 7.0 | % | 1.4 | % | |||||
Entities affiliated with Zheng Huang(3) | | 1,409,744,080 |
| 27.9 |
| |||||||||||
Entities affiliated with Tencent(4) | | 783,468,116 |
| 15.5 |
| |||||||||||
Entities affiliated with Pinduoduo Partnership (5) | | 370,772,220 | | 7.3 | | |||||||||||
Banyan Partners Funds(6) | | 335,312,772 |
| 6.6 |
| |||||||||||
Notes:
† For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our Class A and Class B ordinary shares as a single class. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of our Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for a vote. Our Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. Our Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis.
* Less than 1% of our total outstanding shares.
** Except as indicated otherwise below, the business address of our directors and executive officers is 28/F, No. 533 Loushanguan Road, Changning District, Shanghai, People’s Republic of China.
*** Beneficial ownership information disclosed herein represents direct and indirect holdings of entities owned, controlled or otherwise affiliated with the applicable holder as determined in accordance with the rules and regulations of the SEC.
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* | Less than 1% of our total outstanding shares. |
** | Except as indicated otherwise below, the business address of our directors and executive officers is 28/F, No. 533 Loushanguan Road, Changning District, Shanghai, People’s Republic of China. |
*** | Beneficial ownership information disclosed herein represents direct and indirect holdings of entities owned, controlled or otherwise affiliated with the applicable holder as determined in accordance with the rules and regulations of the SEC. |
| (1) |
| Represents (i) |
| Represents |
|
|
115108
| Represents (i) |
| Represents 370,772,220 Class A ordinary shares directly held by Quantum Dot Limited, a business company limited by shares incorporated in the British Virgin Islands. Quantum Dot Limited is a wholly-owned subsidiary of Qubit Partners L.P., an exempted limited partnership formed under the laws of the Cayman Islands. Qubit GP Limited, an exempted company with limited liability incorporated under the law of the Cayman Islands, is the general partner of Qubit Partners L.P. Mr. Zheng Huang is the sole director of Qubit GP Limited and the sole director of Quantum Dot Limited. Quantum Dot Limited, Qubit GP Limited and Qubit Partners L.P. are collectively referred to as entities affiliated with Pinduoduo Partnership. The principal address of the entities affiliated with Pinduoduo Partnership is 28/F, No. 533 Loushanguan Road, Changning District, Shanghai, People’s Republic of China. |
| (6) | Represents (i) |
|
|
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SCC Growth IV Holdco A, Ltd. is wholly owned by Sequoia Capital China Growth Fund IV, L.P. The general partner of Sequoia Capital China Growth Fund IV, L.P. is SC China Growth IV Management, L.P., whose general partner is SC China Holding Limited. The general partner of each of Sequoia Capital China Growth Fund V, L.P., Sequoia Capital China Growth Partners Fund V, L.P. and Sequoia Capital China Growth V Principals Fund, L.P. is SC China Growth V Management, L.P., whose general partner is SC China Holding Limited. SC China Holding Limited is wholly owned by SNP China Enterprises Limited, which in turn is wholly owned by Mr. Nanpeng Shen. Mr. Shen, together with SCC Growth IV Holdco A, Ltd., Sequoia Capital China Growth Fund IV, L.P., SC China Growth IV Management, L.P., Sequoia Capital China Growth Fund V, L.P., Sequoia Capital China Growth Partners Fund V, L.P. and Sequoia Capital China Growth V Principals Fund, L.P., SC China Growth V Management, L.P., SC China Holding Limited and SNP China Enterprises Limited, are collectively referred to as Sequoia Capital China. SC GGFII Holdco, Ltd. is owned by Sequoia Capital Global Growth Fund II, L.P. and Sequoia Capital Global Growth II Principals Fund, L.P., whose general partner is SC Global Growth II Management, L.P. The general partner of SC Global Growth II Management, L.P. is SC US (TTGP), Ltd. The directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to the shares held by SC GGFII Holdco, Ltd. are Messrs. Roelof Botha and Douglas Leone. The general partner of each of Sequoia Capital Global Growth Fund III—Endurance Partners, L.P. and Sequoia Capital Global Growth Fund III—Endurance Partners Principals Fund, L.P. is SCGGF III—Endurance Partners Management, L.P. The general partner of SCGGF III—Endurance Partners Management, L.P. is SC US (TTGP), Ltd. The directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to the shares held by each of Sequoia Capital Global Growth Fund III—Endurance Partners, L.P., L.P. and Sequoia Capital Global Growth Fund III—Endurance Partners Principals Fund, are Messrs. Botha and Leone. Messrs. Botha and Leone, together with SC GGFII Holdco, Ltd., Sequoia Capital Global Growth Fund II, L.P., Sequoia Capital Global Growth II Principals Fund, L.P., SC Global Growth II Management, L.P., Sequoia Capital Global Growth Fund III—Endurance Partners, L.P., Sequoia Capital Global Growth Fund III—Endurance Partners Principals Fund, L.P., SCGGF III—Endurance Partners Management, L.P. and SC US (TTGP), Ltd., are collectively referred to as Sequoia Capital Global Growth. Sequoia Capital China and Sequoia Capital Global Growth may be deemed to be a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, with respect to their ownership of our shares, and are collectively referred to as Sequoia Funds. The registered address of SCC Growth IV Holdco A, Ltd., Sequoia Capital China Growth Fund V, L.P., Sequoia Capital China Growth Partners Fund V, L.P. and Sequoia Capital China Growth V Principals Fund, L.P. is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, and the address for each of the Sequoia Capital Global Growth entities is 2800 Sand Hill Road, Suite 101, Menlo Park, CA, the United States of America.
To our knowledge, as of April 13, 2020,February 28, 2022, a total of 1,101,729,6761,770,530,320 Class A ordinary shares are held by one record holder in the United States, representing approximately 23.0%35.0% of our total outstanding shares. The holder is Deutsche Bank Trust Company Americas, the depositary of our ADS program. None of our outstanding Class B ordinary shares are held by record holders in the United States. The number of beneficial owners of our ADSs in the United States is likely to be much larger than the number of record holders of our ordinary shares in the United States.
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
Item 7. Major Shareholders and Related Party Transactions
A. Major Shareholders
Please refer to “Item 6. Directors, Senior Management and Employees—E. Share Ownership.”
B. Related Party Transactions
Contractual Arrangements with Our Variable Interest EntityVIE and itsIts Shareholders
For a description of these contractual arrangements, see “Item 4. Information on the Company—C. Organizational Structure.”
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Shareholders Agreement
We entered into our seventh amended and restated shareholders agreement on March 5, 2018 with our then shareholders. Pursuant to this shareholders agreement, we have granted certain registration rights to our shareholders. Set forth below is a description of the registration rights granted under the agreement.
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Demand Registration Rights. Holders holding at least 30% or more of the issued and outstanding registrable securities (on an as converted basis) held by the preferred shareholders, the Class B ordinary shareholders and Class A ordinary shareholders have the right to demand in writing that we file a registration statement covering the registration of at least 25% of their registrable securities. We have the right to defer filing of a registration statement for a period of not more than 90 days if we determine in good faith that filing of a registration statement in the near future will be materially detrimental to us or our shareholders, but we cannot exercise the deferral right for more than once during any twelve-month period and cannot register any other securities during such 90-day period. We are not obligated to effect more than two demand registrations. Further, if the registrable securities are offered by means of an underwritten offering, and the underwriters advise us that marketing factors require a limitation of the number of securities to be underwritten, the number of registrable securities that may be included in the underwriting shall be reduced as required by the underwriters and allocated among the holders of registrable securities on a pro rata basis according to the number of registrable securities requested by each holder, provided that all other equity securities are first excluded and 25% of shares of registrable securities requested by the holders are included.
Registration on Form F-3. Any holder may request us to file a registration statement on Form F-3 if we qualify for registration on Form F-3. The holders are entitled to an unlimited number of registrations on Form F-3 so long as such registration offerings are in excess of US$500,000. We, however, are not obligated to consummate a registration if we have consummated two registrations within any twelve-month period. We have the right to defer filing of a registration statement for a period of not more than 60 days if we determine in good faith that filing of a registration statement in the near future will be materially detrimental to us or our shareholders, but we cannot exercise the deferral right for more than once during any twelve-month period and cannot register any other securities during such 60-day period.
Piggyback Registration Rights. If we propose to register for a public offering or our securities other than relating to any share incentive plan or a corporate reorganization, we must notify all holders of registrable securities and offer them an opportunity to be included in such registration. If the managing underwriter determines in good faith that market factors require a limitation of the number of registrable securities to be underwritten, the managing underwriter may decide to exclude shares from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting will be allocated, first, to us, second, to each of the holders requesting inclusion of their registrable securities on a pro rata basis based on the total amount of registrable securities requested by each such holder, and third, to holders of other securities of our company, provided that all other equity securities are first excluded and 25% of shares of registrable securities requested by the holders are included.
Expenses of Registration. We will bear all registration expenses, other than the underwriting discounts and commissions, fees for special counsel for the holders participating in such registration and certain excepted expenses as described in the shareholders agreement, incurred in connection with registrations, filings or qualification pursuant to the shareholders agreement.
Termination of Obligations. We have no obligation to effect any demand, piggyback or Form F-3 registration upon (i) the fifth anniversary from the date of closing of a Qualified Initial Public Offering (as defined in the shareholders agreement), (ii) upon the termination, liquidation or dissolution of our company or a Liquidation Event (as defined in the shareholders agreement), or (iii) all registrable securities proposed to be sold by a holder may then be sold without registration in any 90-day period under Rule 144 of the Securities Act.
Employment Agreements and Indemnification Agreements
See “Item 6. Directors, Senior Management and Employees—B. Compensation.”
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Share Incentive PlanPlans
See “Item 6. Directors, Senior Management and Employees—B. Compensation.”
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Agreement and Business Cooperation with Tencent
Strategic Cooperation Framework Agreement. In February 2018, we entered into a Strategic Cooperation Framework Agreement with Tencent, a provider of internet value-added services serving the largest online community in China. Pursuant to the Strategic Cooperation Framework Agreement, Tencent agreed to offer us access points on the interface of Weixin Pay enabling us to utilize traffic from Tencent’s Weixin Pay. In addition, we and Tencent have agreed to cooperate in a number of areas including payment solutions, cloud services and user engagement, and to explore and pursue additional opportunities for potential cooperation. Tencent agreed to provide us with Weixin payment services and charge the payment processing fee corresponding to each transaction payment through WexinWeixin Wallet on our platform at a rate no higher than the normal rate of its payment solutions charged to third parties. Tencent also agreed to share technical and administrative resources with us and make reasonable efforts to provide support in a variety of professional areas, such as talent recruiting, training and technical resources. The Strategic Cooperation Framework Agreement has a term of five years.
Business Cooperation with TencentTencent.. Tencent has been a principal shareholder of us since February 2017. In 2017, 20182019, 2020 and 2019,2021, we purchased from Tencent certain services, including payment processing, advertising and cloud services, from Tencent in the total amount of RMB516.0RMB2,298.1 million, RMB1,266.4RMB10,541.5 million and RMB2,298.1RMB8,416.6 million (US$330.11,320.8 million), respectively. As of December 31, 2017, 20182019, 2020 and 2019,2021, we had a receivable balance from Tencent in the amount of RMB442.7RMB1,905.8 million, RMB1,019.0RMB3,177.5 million and RMB1,905.8RMB2,803.3 million (US$273.8439.9 million), respectively, and a payable balance to Tencent in the amount of RMB56.0RMB1,502.9 million, RMB458.1RMB3,370.9 million and RMB1,502.9RMB1,916.5 million (US$215.9300.7 million), respectively. In 2021, we purchased certain computer equipment from Tencent for a total amount of RMB1,833.5 million (US$287.7 million).
Passive Investments in Related-Party Funds
The Company set up funds as a limited partner with related parties to make investments in privately-held companies. As of December 31, 2019, 2020 and 2021, the carrying amount for the investments was RMB249.6 million, RMB252.4 million and RMB332.6 million (US$35.952.2 million). As of December 31, 2018, the advances made to set up funds was RMB182.7 million.
Loan to Ningbo Hexin and Business Cooperation Agreement with Shanghai Fufeitong
We currently rely on commercial banks and third-party online payment service providers for payment processing and escrow services on our platform. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—We currently rely on commercial banks and third-party online payment service providers for payment processing and escrow services on our platform. If these payment services are restricted or curtailed in any way, are offered to us on less favorable terms, or become unavailable to us or our buyers for any reason, our business may be materially and adversely affected.” To mitigate risk and impact on our business operations in the event of disruption or discontinuance of our relationship with commercial banks and third-party online payment service providers, we facilitated Messrs. Lei Chen and Zhenwei Zheng, our executive officers, to acquire the controlling equity interests in Shanghai Fufeitong, a licensed payment service company, by providing an interest-free loanloans in the aggregate amount of RMB459.6RMB697.6 million (US$66.0109.5 million) to Ningbo Hexin Equity Investment Partnership, or Ningbo Hexin, a limited partnership controlled by Messrs. Lei Chen and Zhenwei Zheng in November 2019.Zheng.
In January 2020,As of December 31, 2021, Ningbo Hexin increased its indirect ownership of thebeneficially owned 50.01% equity interests in Shanghai Fufeitong to 50.01%.Fufeitong. Subject to compliance with applicable laws and regulations and approval by relevant regulatory authorities, Hangzhou Aimi may require Ningbo Hexin to repay the loanloans at any time and use the proceeds to pay for the limited partnership interests in Ningbo Hexin. As of December 31, 2019,2021, the loan wasloans were still outstanding.
In April 2020, Shanghai Xunmeng entered into a business cooperation agreement with Shanghai Fufeitong, pursuant to which both parties agreed to conduct comprehensive business cooperation in payment services, technical resources and other related professional areas.
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Other Related Party Transactions
Transactions with Toshare Group Holding Limited, or Toshare Group. Toshare Group is under control of Mr. Zheng Huang, our chairman and chief executive officer. Since September 2019, Toshare Group Holding Limited was no longer our related party. Before 2017, we purchased fulfillment services from Toshare Group. Since 2017, we did not purchase any such services from Toshare Group. As of December 31, 2017 and 2018, we had a total amount of RMB19.0 million and RMB20.0 million due to Toshare Group, respectively.
Transactions with Suzhou Lebei Network Technology Co., Ltd., or Suzhou Lebei. Suzhou Lebei was controlled by one of our directors for the year ended December 31, 2017. Since June 2018, Suzhou Lebei was no longer our related party. We purchased technology services from Suzhou Lebei in the amount of RMB2.4 million in 2017. As of December 31, 2017, 2018 and 2019,2021, we had a receivable balance from Suzhou LebeiShanghai Fufeitong of RMB221 thousand, nil and nilRMB748.9 million (US$117.5 million), and a payable balance to Suzhou LebeiShanghai Fufeitong of RMB1.0RMB46.5 million nil and nil.
Transactions with Hangzhou LeGu Investment Consulting Co., Ltd., or Hangzhou LeGu(US$7.3 million). Hangzhou LeGu is controlled by Mr. Zheng Huang, our chairman and chief executive officer. In August 2017, we entered into a loan agreement with Hangzhou LeGu whereby we lent a total of RMB159.8 million to Hangzhou LeGu. The loan bears an interest rate of 4.75% per annum. As of December 31, 2017, the outstanding amount under the loan made to Hangzhou LeGu is RMB162.4 million. On April 12, 2018, we and Hangzhou LeGu agreed to an early repayment of the loan, and the interest rate was adjusted to 4.35% per annum to reflect the actual term of the loan. The loan was repaid in full in April 2018.
C. Interests of Experts and Counsel
Not applicable.
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Item 8. Financial Information
A. Consolidated Statements and Other Financial Information
We have appended consolidated financial statements filed as part of this annual report.
Legal Proceedings
From time to time, we may be involved in disputes and legal or administrative proceedings in the ordinary course of our business, including actions with respect to product quality complaints, breach of contract, labor and employment claims, copyright, trademark and patent infringement, and other matters. For example, in July 2018, a complaint was filed against us in the U.S. federal court alleging contributory trademark infringement and unfair competition based on certain allegedly counterfeit and unauthorized merchandise sold by merchants to U.S. consumers on our platform. In August 2019, the court dismissed all claims against us. Further, in MarchIn February 2020, the courtDistrict Court awarded us the feesCompany a fee award and costsentered final judgment. The time period for plaintiff to appeal the dismissal of the legal proceedings. amended complaint and the fee award expired, but plaintiff would not confirm that it would pay the fee award, and plaintiff’s U.S. counsel in the litigation stated that it no longer represents plaintiff in this matter. Accordingly, starting in April 2020, the Company commenced efforts to enforce the judgment. Those efforts were successful, and in November 2020, the plaintiff paid the Company the full amount of the judgment plus additional interest for the delay. The Company filed a Satisfaction of Judgment with the District Court, and the matter is now closed.
Between August and December 2018, several putative shareholder class action lawsuits were filed against us and certain of our officers and directors in the U.S. District Court for the Southern District of New York (“SDNY”) and the Superior Court of the State of California. The plaintiffs in these cases allege,alleged, in sum and substance, that certain disclosure and statements made by our company in connection with our initial public offering contained material misstatements and omissions in violation of the federal securities laws. In March 2020, the court granted our motion to dismiss the claims in the consolidated action in the SDNY. In August 2021, the United States Court of Appeals for the Second Circuit affirmed the district court’s dismissal of the federal action, and the matter is now closed. The consolidated action in the Superior Court of the State of California was stayed in June 2019 at our request while the abovementioned SDNY action was pending, but may resume now thatpending. In October 2020, the SDNY casestay was lifted. In February 2021, the Superior Court of the State of California dismissed all claims against us for lack of personal jurisdiction, and the time period for plaintiffs to appeal the dismissal has been resolved.expired. For risks and uncertainties relating to the pending caseslawsuits against us, please see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—We and certain of our directors and officers have been named as defendants in several shareholder class action lawsuits, which could have a material adverse impact on our business, financial condition, results of operation, cash flows and reputation” and “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—We may incur liability for counterfeit, unauthorized, illegal, or infringing products sold or misleading information available on our platforms.”
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Dividend Policy
Our board of directors has complete discretion on whether to distribute dividends, subject to our memorandum and articles of association and certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.
We do not have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.
We are a holding company incorporated in the Cayman Islands. We may rely on dividends from our subsidiaries in China for our cash requirements, including any payment of dividends to our shareholders. PRC regulations may restrict the ability of our PRC subsidiaries to pay dividends to us. See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Relating to Dividend Distributions.”
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If we pay any dividends on our ordinary shares, we will pay those dividends which are payable in respect of the Class A ordinary shares underlying our ADSs to the depositary, as the registered holder of such Class A ordinary shares, and the depositary then will pay such amounts to our ADS holders in proportion to Class A ordinary shares underlying the ADSs held by such ADS holders, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.
B. Significant Changes
Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited consolidated financial statements included in this annual report.
Item 9. The Offer and Listing
A. Offering and Listing Details
Our ADSs, each representing four Class A ordinary shares, have been listed on Nasdaq Stock Market since July 26, 2018. Our ADSs trade under the symbol “PDD.”
B. Plan of Distribution
Not applicable.
C. Markets
Our ADSs, each representing four Class A ordinary shares of ours, have been listed on Nasdaq Stock Market since July 26, 2018 under the symbol “PDD.”
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
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F. Expenses of the Issue
Not applicable.
Item 10. Additional Information
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
The following are summaries of material provisions of our currently effective memorandum and articles of association and of the Companies Law,Act, insofar as they relate to the material terms of our ordinary shares.
Objects of Our Company. Under our memorandum and articles of association, the objects of our company are unrestricted and we have the full power and authority to carry out any object not prohibited by the law of the Cayman Islands.
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Ordinary Shares. Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. Holders of our Class A ordinary shares and Class B ordinary shares will have the same rights except for voting and conversion rights. Each Class A ordinary share shall entitle the holder thereof to one (1) vote on all matters subject to vote at our general meetings, and each Class B ordinary share shall entitle the holder thereof to ten (10) votes on all matters subject to vote at our general meetings. Our ordinary shares are issued in registered form and are issued when registered in our register of members.
Conversion. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, , transfer, assignment or disposition of any Class B ordinary shares by a holder thereof to any person other than Mr. Zheng Huang or any entity which is not ultimately controlled by Mr. Zheng Huang, such Class B ordinary shares shall be automatically and immediately converted into the same number of Class A ordinary shares.
Dividends. The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors. Under the laws of the Cayman Islands, our company may declare and pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business.
Voting Rights. Our Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law or provided for in our memorandum and articles of association. In respect of matters requiring shareholders’ vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman.chairman or any shareholder present in person or by proxy.
A quorum required for a meeting of shareholders consists of one or more shareholders holding not less than a majority of all votes attaching to all of our shares in issue and entitled to vote present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative. Advance notice of at least ten calendar days is required for the convening of our annual general meeting and other shareholders meetings.
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An ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast at a meeting. A special resolution requires the affirmative vote of no less than two-thirds of the votes cast attaching to the outstanding shares at a meeting. Our articles of association provide that a special resolution shall be required, and that for the purposes of any such special resolution, the affirmative vote of no less than 95% of votes cast by the shareholders entitled to vote who are present in person or by proxy at a general meeting shall be required to approve any amendments to any provisions of our articles of association that relate to or have an impact upon: (i) the right of the Pinduoduo Partnership to appoint executive directors and nominate the chief executive officer candidate of our company as described under “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management—Pinduoduo Partnership—Executive Director Appointment and CEO Nomination Right,” and (ii) the procedures regarding the election, appointment and removal of directors or size of the board. Both ordinary resolutions and special resolutions may also be passed by a unanimous written resolution signed by all the shareholders of our company, as permitted by the Companies LawAct and our memorandum and articles of association. A special resolution will be required for important matters such as a change of name or making changes that will affect the rights, preferences, privileges or powersto our articles of the preferred shareholders.association.
General Meetings of Shareholders. As a Cayman Islands exempted company, we are not obliged by the Companies LawAct to call shareholders’ annual general meetings. Our articles of association provide that we may (but are not obliged to) in each year hold a general meeting as our annual general meeting in which case we shall specify the meeting as such in the notices calling it, and the annual general meeting shall be held at such time and place as may be determined by our directors.
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Shareholders’ general meetings may be convened by the chairman or a majority of our board of directors. Advance notice of at least ten (10) calendar days is required for the convening of our annual general shareholders’ meeting (if any) and any other general meeting of our shareholders. A quorum required for any general meeting of shareholders consists of one or more shareholders present or by proxy, representing not less than a majority of all votes attaching to all of our shares in issue and entitled to vote.
The Companies Law provides shareholders with only limited rights to requisition a general meeting, andAct does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our memorandum and articles of association provide that upon the requisition of shareholders representing in aggregate not less than one-third of all votes attaching to all issued and outstanding shares of our company that as at the date of the deposit carry the right to vote at general meetings of our company, our board of directors will convene an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting. However, our memorandum and articles of association do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders.
Transfer of Ordinary Shares. Subject to the restrictions set out below, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in writing, and shall be executed by or on behalf of the transferor, and if in respect of a nil or partly paid up share, or the directors so require, shall also be executed by the transferee.
Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:
| ● | the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; |
| ● | the instrument of transfer is in respect of only one class of ordinary shares; |
| ● | the instrument of transfer is properly stamped, if required; |
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| ● | in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; and |
| ● | a fee of such maximum sum as the Nasdaq Global Select Market may determine to be payable or such lesser sum as our directors may from time to time require is paid to us in respect thereof. |
If our directors refuse to register a transfer they shall, within three calendar months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal.
The registration of transfers may, after compliance with any notice required of the Nasdaq Stock Market, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 calendar days in any calendar year as our board may determine.
Liquidation. On the winding up of our company, if the assets available for distribution amongst our shareholders shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst our shareholders in proportion to the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all monies payable to our company for unpaid calls or otherwise. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders in proportion to the par value of the shares held by them.
Calls on Shares and Forfeiture of Shares. Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their shares in a notice served to such shareholders at least 14 calendar days prior to the specified time of payment. The shares that have been called upon and remain unpaid are subject to forfeiture.
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Redemption, Repurchase and Surrender of Shares.We may issue shares on terms that such shares are subject to redemption, at our option or at the option of the holders of these shares, on such terms and in such manner as may be determined by our board of directors, or by the shareholders by special resolutions. Our Companycompany may also repurchase any of our shares on such terms and in such manner as have been approved by our board of directors or by an ordinary resolution of our shareholders. Under the Companies Law,Act, the redemption or repurchase of any share may be paid out of our Company’scompany’s profits, out of the share premium account, or out of the proceeds of a new issue of shares made for the purpose of such redemption or repurchase, or out of capital (including share premium account and capital redemption reserve) if our company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies LawAct no such share may be redeemed or repurchased (a) unless it is fully paid up, (b) if such redemption or repurchase would result in there being no shares outstanding or (c) if theour company has commenced liquidation. In addition, our company may accept the surrender of any fully paid share for no consideration.
Variations of Rights of Shares. If at any time, our share capital is divided into different classes of shares, the rights attached to any class of shares (unless otherwise provided by the terms of issue of the shares of that class), whether or not our company is being wound-up, may be varied with the consent in writing of the holders of two-thirds of the issued shares of that class or with the sanction of a resolution passed at a separate meeting of the holders of the shares of the class by the holders of two-thirds of the issued shares of that class. The rights conferred upon the holders of the shares of any class issued shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu with such existing class of shares.
Issuance of Additional Shares. Our memorandum and articles of association authorizes our board of directors to issue additional ordinary shares from time to time as our board of directors shall determine, to the extent of available authorized but unissued shares.
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Our memorandum of association also authorizes our board of directors to establish from time to time one or more series of preference shares and to determine, with respect to any series of preference shares, the terms and rights of that series, including:
| ● | the designation of the series; |
| ● | the number of shares of the series; |
| ● | the dividend rights, dividend rates, conversion rights, voting rights; and |
| ● | the rights and terms of redemption and liquidation preferences. |
Our board of directors may issue preference shares without action by our shareholders to the extent authorized but unissued. Issuance of these shares may dilute the voting power of holders of ordinary shares.
Inspection of Books and Records. Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we will provide our shareholders with annual audited financial statements.
Anti-Takeover Provisions. Some provisions of our memorandum and articles of association may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including provisions that:
| ● | authorize our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders; and |
| ● |
However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our memorandum and articles of association for a proper purpose and for what they believe in good faith to be in the best interests of our company.
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Exempted Company. We are an exempted company with limited liability under the Companies Law.Act. The Companies LawAct distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except that an exempted company:
| ● | does not have to file an annual return of its shareholders with the Registrar of Companies; |
| ● | is not required to open its register of members for inspection; |
| ● | does not have to hold an annual general meeting; |
| ● | may issue |
| ● | may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance); |
| ● | may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; |
| ● | may register as an exempted limited duration company; |
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| ● | may register as a segregated portfolio company; and |
| ● | may apply to be registered as a special economic zone company. |
“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company.
C. Material Contracts
We have not entered into any material contracts other than in the ordinary course of business and other than those described in “Item 4. Information on the Company” and “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions” or elsewhere in this annual report on Form 20-F.
D. Exchange Controls
See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Relating to Foreign Exchange.”
E. Taxation
The following summary of the material Cayman Islands, PRC and U.S. federal income tax consequences of an investment in our ADSs or ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this annual report, all of which are subject to change. This summary does not deal with all possible tax consequences relating to an investment in our ADSs or ordinary shares, such as the tax consequences under U.S. state and local tax laws or under the tax laws of jurisdictions other than the Cayman Islands, China and the United States.
Cayman Islands Taxation
The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or brought within the jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.
Payments of dividends and capital in respect of our ordinary shares and ADSs will not be subject to taxation in the Cayman Islands, and no withholding will be required on the payment of a dividend or capital to any holder of our ordinary shares or ADSs, nor will gains derived from the disposal of our ordinary shares or ADSs be subject to Cayman Islands income or corporation tax.
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No stamp duty is payable in respect of the issue of the shares or on an instrument of transfer in respect of a share.shares in Cayman Islands exempted companies, except for those companies which hold interests in land in the Cayman Islands or if the relevant instrument is brought into the Cayman Islands.
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PRC Taxation
Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside the PRC with “de facto management body” within the PRC is considered a resident enterprise. The implementation rules define the term “de facto management body” as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise. In April 2009, the State Administration of TaxationSAT issued a circular, known as Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the State Administration of Taxation’sSAT’s general position on how the “de facto management body” text should be applied in determining the tax resident status of all offshore enterprises. According to Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.
We believe that Pinduoduo Inc. is not a PRC resident enterprise for PRC tax purposes. Pinduoduo Inc. is not controlled by a PRC enterprise or PRC enterprise group and we do not believe that Pinduoduo Inc. meets all of the conditions above. Pinduoduo Inc. is a company incorporated outside China. As a holding company, its key assets are its ownership interests in its subsidiaries, and its records (including the resolutions of its board of directors and the resolutions of its shareholders) are maintained, outside China. In addition, we are not aware of any offshore holding companies with a similar corporate structure as ours ever having been deemed a PRC “resident enterprise” by the PRC tax authorities. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.”
If the PRC tax authorities determine that Pinduoduo Inc. is a PRC resident enterprise for enterprise income tax purposes, we may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident enterprises, including the holders of our ADSs. In addition, non-resident enterprise shareholders (including our ADS holders) may be subject to a 10% PRC tax on gains realized on the sale or other disposition of ADSs or ordinary shares, if such income is treated as sourced from within China. It is unclear whether our non-PRC individual shareholders (including our ADS holders) would be subject to any PRC tax on dividends or gains obtained by such non-PRC individual shareholders in the event we are determined to be a PRC resident enterprise. If any PRC tax were to apply to such dividends or gains, it would generally apply at a rate of 20% unless a reduced rate is available under an applicable tax treaty. However, it is also unclear whether non-PRC shareholders of Pinduoduo Inc. would be able to claim the benefits of any tax treaties between their country of tax residence and China in the event that Pinduoduo Inc. is treated as a PRC resident enterprise. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavourableunfavorable tax consequences to us and our non-PRC shareholders or ADS holders.”
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U.S. Federal Income Tax Considerations
The following discussion is a summary of U.S. federal income tax considerations generally applicable to the ownership and disposition of our ADSs or Class A ordinary shares by a U.S. holder (as defined below) that holds our ADSs or Class A ordinary shares as “capital assets” (generally, property held for investment) under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). This discussion is based upon existing U.S. federal income tax law, which is subject to differing interpretations and may be changed, possibly with retroactive effect. No ruling has been sought fromThere can be no assurance that the Internal Revenue Service (the “IRS”) with respect to any U.S. federal income tax consequences described below, and there can be no assurance that the IRS or a court will not take a contrary position. This discussion does not address all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual circumstances, including investors subject to special tax rules (for example, banks and certain financial institutions, insurance companies, pension plans, cooperatives, broker-dealers, traders in securities that have elected the mark-to-market method of accounting for their securities, partnerships and their partners, regulated investment companies, real estate investment trusts, certain former U.S. citizens or long-term residents, persons liable for alternative minimum tax, and tax-exempt organizations (including private foundations)), investors who are not U.S. holders, investors who own (directly, indirectly, or constructively) 10% or more of our stock (by vote or value), investors that will hold their ADSs or Class A ordinary shares as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction for U.S. federal income tax purposes, or investors that have a functional currency other than the U.S. dollar, all of whom may be subject to tax rules that differ significantly from those summarized below. In addition, this discussion does not discuss any non-U.S., alternative minimum tax, state, or local tax or any non-income tax (such as the U.S. federal gift or estate tax) considerations, or the Medicare tax on net investment income. Each U.S. holder is urged to consult its tax advisor regarding the U.S. federal, state, local, and non-U.S. income and other tax considerations of an investment in our ADSs or Class A ordinary shares.
General
For purposes of this discussion, a “U.S. holder” is a beneficial owner of our ADSs or Class A ordinary shares that is, for U.S. federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created in, or organized under the laws of, the United States or any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise elected to be treated as a U.S. person under applicable U.S. Treasury regulations.
If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of our ADSs or Class A ordinary shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding our ADSs or Class A ordinary shares and partners in such partnerships are urged to consult their tax advisors as to the particular U.S. federal income tax consequences of an investment in our ADSs or Class A ordinary shares.
For U.S. federal income tax purposes, a U.S. holder of ADSs will generally be treated as the beneficial owner of the underlying shares represented by the ADSs. The remainder of this discussion assumes that a U.S. holder of our ADSs will be treated as the beneficial owner of the underlying shares represented by the ADSs. Accordingly, deposits or withdrawals of Class A ordinary shares for ADSs will generally not be subject to U.S. federal income tax.
Passive Foreign Investment Company Considerations
A non-U.S. corporation, such as our company, will be a “passive foreign investment company,” or “PFIC,” for U.S. federal income tax purposes, if, in any particular taxable year, either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (generally determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Cash is categorized as a passive asset and the company’s unbooked intangibles associated with active business activities may generally be classified as active assets. Passive income generally includes, among other things, dividends, interest, rents, royalties, and gains from the disposition of passive assets.
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We will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% or more (by value) of the stock. Although the law in this regard is unclear, we intend to treat our VIE (including its subsidiaries) as being owned by us for U.S. federal income tax purposes, and we treat it that way, not only because we exercise effective control over the operation of such entity but also because we are entitled to substantially all of its economic benefits, and, as a result, we consolidate its results of operations in our consolidated financial statements. Assuming that we are the owner of our VIE (including its subsidiaries) for U.S. federal income tax purposes, and based upon our current income and assets and the value of our ADSs, we do not believe that we were a PFIC for the taxable year ended December 31, 20192021 and we do not expect to be classified as a PFIC in the current taxable year or for the foreseeable future.
While we do not believe that we were a PFIC for the taxable year ended December 31, 2019 and we do not expect to be or become a PFIC in the current or the foreseeable future, taxable years, the determination of whether we are or will become a PFIC will depend in part upon the value of our goodwill and other unbooked intangibles (which will depend upon the market price of our ADSs from time-to-time, which may be volatile). In particular, recent decline in the market price of our ADSs increased our risk of becoming a PFIC. The market price of our ADSs may continue to fluctuate considerably and, consequently, we cannot assure you of our PFIC status for any taxable year. In estimating the value of our goodwill and other unbooked intangibles, we have taken into account our market capitalization. Among other matters, if our market capitalization is less than anticipated or subsequently declines, we may be or become a PFIC for the current or future taxable years. It is also possible that the IRS may challenge our classification or valuation of our goodwill and other unbooked intangibles, which may result in our company being or becoming a PFIC for the current or one or more future taxable years.
The determination of whether we will be or become a PFIC will also depend, in part, on the composition of our income and assets, which may be affected by how, and how quickly, we use our liquid assets. If we determine not to deploy significant amounts of cash for active purposes or if we were treated as not owning our VIE for U.S. federal income tax purposes, our risk of being classified as a PFIC may substantially increase. Because our PFIC status for any taxable year is a factual determination that can be made only after the close of a taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year. If we are a PFIC for any year during which a U.S. holder holds our ADSs or Class A ordinary shares, we generally will continue to be treated as a PFIC for all succeeding years during which such U.S. holder holds our ADSs or Class A ordinary shares.
The discussion below under “Dividends” and “Sale or Other Disposition of ADSs or Class A Ordinary Shares” is written on the basis that we will not be or become a PFIC for U.S. federal income tax purposes. The U.S. federal income tax rules that apply if we are a PFIC for the current taxable year or any subsequent taxable year are generally discussed below under “Passive Foreign Investment Company Rules.”
Dividends
Subject to the PFIC rules discussed below, any cash distributions paid on our ADSs or Class A ordinary shares (including the amount of any tax withheld) out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, will generally be includible in the gross income of a U.S. holder as dividend income on the day actually or constructively received by the U.S. holder, in the case of Class A ordinary shares, or by the depositary, in the case of ADSs. Because we do not intend to determine our earnings and profits on the basis of U.S. federal income tax principles, we will generally report any distribution paid as a dividend for U.S. federal income tax purposes. Dividends received on the ADSs or Class A ordinary shares will not be eligible for the dividends received deduction allowed to corporations.
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Individuals and other non-corporate U.S. holders will generally be subject to tax at the lower capital gain tax rate applicable to “qualified dividend income,” provided that certain conditions are satisfied, including that (1) our ADSs are readily tradable on an established securities market in the United States, or, in the event that we are deemed to be a PRC resident enterprise under the PRC tax law, we are eligible for the benefit of the United States-PRC income tax treaty, (2) we are neither a PFIC nor treated as such with respect to a U.S. holder (as discussed below) for the taxable year in which the dividend was paid and the preceding taxable year, and (3) certain holding period requirements are met. Our ADSs (but not our ordinary shares) are listed on the Nasdaq Global Select Market. We believe that the ADSs areMarket and is considered readily tradabletradeable on an established securities market in the United States and that we are a qualified foreign corporation with respect to dividends paid on the ADSs.States. There can be no assurance that our ADSs will continue to be considered readily tradable on an established securities market in later years. Since we do not expect that our Class A ordinary shares will be listed on established securities markets, we do not believe that dividends that we pay on our Class A ordinary shares that are not backed by ADSs currently meet the conditions required for the reduced tax rate. However, in the event we are deemed to be a resident enterprise under the PRC Enterprise Income Tax Law, we may be eligible for the benefits of the United States-PRC income tax treaty (which the U.S. Treasury Department has determined is satisfactory for this purpose) and in that case, we would be treated as a qualified foreign corporation with respect to dividends paid on our Class A ordinary shares as well as our ADSs. Each non-corporate U.S. holder is advised to consult its tax advisors regarding the availability of the reduced tax rate applicable to qualified dividend income for any dividends we pay with respect to our ADSs or Class A ordinary shares.
Dividends generally will be treated as income from foreign sources for U.S. foreign tax credit purposes and generally will constitute passive category income. In the event that we are deemed to be a PRC “resident enterprise” under the Enterprise Income Tax Law, a U.S. holder may be subject to PRC withholding taxes on dividends paid on our ADSs or Class A ordinary shares. See “Item 10. Additional Information—E. Taxation—PRC Taxation.” In that case, a U.S. holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes imposed on dividends received on ADSs or Class A ordinary shares. A U.S. holder who does not elect to claim a foreign tax credit for foreign tax withheld may instead claim a deduction, for U.S. federal income tax purposes, in respect of such withholdings, but only for a year in which such U.S. holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex. U.S. holders are advised to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.
Sale or Other Disposition of ADSs or Class A Ordinary Shares
Subject to the PFIC rules discussed below, a U.S. holder generally will recognize capital gain or loss upon the sale or other disposition of ADSs or Class A ordinary shares in an amount equal to the difference between the amount realized upon the disposition and the U.S. holder’s adjusted tax basis in such ADSs or Class A ordinary shares. Any capital gain or loss will be long-term if the ADSs or Class A ordinary shares have been held for more than one year and generally will be U.S. source gain or loss for U.S. foreign tax credit purposes. Long-term capital gains of individuals and other non-corporate U.S. holders generally are eligible for a reduced rate of taxation. The deductibility of a capital loss may be subject to limitations.
In the event that we are treated as a PRC “resident enterprise” under the Enterprise Income Tax Law and gain from the disposition of the ADSs or Class A ordinary shares is subject to tax in the PRC, a U.S. holder that is eligible for the benefits of the income tax treaty between the United States and the PRC may elect to treat the gain as PRC source income. IfPursuant to recently issued United States Treasury Regulations, however, if a U.S. holderHolder is not eligible for the benefits of the income tax treatyTreaty or failsdoes not elect to makeapply the election to treat any gain as foreign source,Treaty, then such U.S. holder may not be able to use theclaim a foreign tax credit arising from any PRC tax imposed on the disposition of the ADSs or Class A ordinary shares unless such credit can be applied (subject to applicable limitations) againstshares. The rules regarding foreign tax credits and deduction of foreign taxes are complex. U.S. federal income tax due on other income derived from foreign sources in the same income category (generally, the passive category). U.S. holders are advised toHolders should consult their tax advisors regarding the tax consequences ifavailability of a foreign tax is imposed on a dispositioncredit or deduction in light of our ADSs or Class A ordinary shares, including the availability of the foreign tax credit under their particular circumstances, including their eligibility for benefits under the Treaty and the election to treat any gain as PRC source.
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Tablepotential impact of Contentsthe recently issued United States Treasury Regulations.
Passive Foreign Investment Company Rules
If we are a PFIC for any taxable year during which a U.S. holder holds our ADSs or Class A ordinary shares, and unless the U.S. holder makes a mark-to-market election (as described below), the U.S. holder will generally be subject to special tax rules that have a penalizing effect, regardless of whether we remain a PFIC, for subsequent taxable years, on (i) any excess distribution that we make to the U.S. holder (which generally means any distribution paid during a taxable year to a U.S. holder that is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. holder’s holding period for the ADSs or Class A ordinary shares), and (ii) any gain realized on the sale or other disposition, including, under certain circumstances, a pledge, of ADSs or Class A ordinary shares. Under the PFIC rules:
| ● | such excess distribution and/or gain will be allocated ratably over the U.S. holder’s holding period for the ADSs or Class A ordinary shares; |
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| ● | such amount allocated to the current taxable year and any taxable years in the U.S. holder’s holding period prior to the first taxable year in which we are a PFIC, or pre-PFIC year, will be taxable as ordinary income; |
| ● | such amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect for that year; and |
| ● | an interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year, other than a pre-PFIC year. |
If we are a PFIC for any taxable year during which a U.S. holder holds our ADSs or Class A ordinary shares and any of our non-U.S. subsidiaries is also a PFIC, such U.S. holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. U.S. holders are advised to consult their tax advisors regarding the application of the PFIC rules to any of our subsidiaries.
As an alternative to the foregoing rules, a U.S. holder of “marketable stock” in a PFIC may make a mark-to-market election with respect to such stock, provided that such stock is regularly traded on a qualified exchange or other market, as defined in the applicable United States Treasury Regulations. For those purposes, our ADSs, but not our Class A ordinary shares, provided that the ADSs are regularly tradedlisted on the Nasdaq Global Select Market. OurMarket, which is a qualified exchange. We anticipate that our ADSs are expected toshould qualify as being regularly traded, but no assurances may be given in this regard. Because a mark-to-market election technically cannot be made for any lower-tier PFICs that a PFIC may own, a U.S. holder who makes a mark-to-market election with respect to our ADSs will generally continue to be subject to the PFIC rules with respect to such U.S. holder’s indirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.
If a U.S. holder makes a mark-to-market election with respect to our ADSs, the U.S. holder generally will (i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of ADSs held at the end of the taxable year over the adjusted tax basis of such ADSs and (ii) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of the ADSs over the fair market value of such ADSs held at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. The U.S. holder’s adjusted tax basis in the ADSs would be adjusted to reflect any income or loss resulting from the mark-to-market election. Further, in each year that we are a PFIC any gain recognized upon the sale or other disposition of the ADSs will be treated as ordinary income and loss will be treated as ordinary loss, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. If a U.S. holder makes a mark-to-market election it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the ADSs are no longer regularly traded on a qualified exchange or the IRS consents to the revocation of the election. It should also be noted that it is intended that only the ADSs and not the Class A ordinary shares will be listed on the Nasdaq Global Select Market. Consequently, if a U.S. holder holds Class A ordinary shares that are not represented by ADSs, such holder generally will not be eligible to make a mark-to-market election if we are or were to become a PFIC.
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If a U.S. holder makes a mark-to-market election in respect of a PFIC and such corporation ceases to be a PFIC, the U.S. holder will not be required to take into account the mark-to-market gain or loss described above during any period that such corporation is not a PFIC.
We do not intend to provide information necessary for U.S. holders to make qualified electing fund elections, which, if available, would result in tax treatment different from (and generally less adverse than) the general tax treatment for PFICs described above.
If a U.S. holder owns our ADSs or Class A ordinary shares during any taxable year that we are a PFIC, such holder would generally be required to file an annual IRS Form 8621. Each U.S. holder is advised to consult its tax advisors regarding the potential tax consequences to such holder if we are or become a PFIC, including the possibility of making a mark-to-market election.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
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H. Documents on Display
We are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers, and are required to file reports and other information with the SEC. Specifically, we are required to file annually an annual report on Form 20-F within four months after the end of each fiscal year, which is December 31. All information filed with the SEC can be obtained over the internet at the SEC’s website at www.sec.gov or inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of documents, upon payment of a duplicating fee, by writing to the SEC.www.sec.gov. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
We will furnish Deutsche Bank Trust Company Americas, the depositary of our ADSs, with our annual reports, which will include a review of operations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders’ meetings and other reports and communications that are made generally available to our shareholders. The depositary will make such notices, reports and communications available to holders of ADSs and, upon our request, will mail to all record holders of ADSs the information contained in any notice of a shareholders’ meeting received by the depositary from us.
In accordance with Nasdaq Stock Market Rule 5250(d), we will post this annual report on Form 20-F on our website at http://investor.pinduoduo.com.investor.pinduoduo.com. In addition, we will provide hardcopies of our annual report free of charge to shareholders and ADS holders upon request.
I. Subsidiary Information
Not applicable.
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Item 11. Quantitative and Qualitative Disclosures about Market Risk
Foreign exchange risk
Substantially all of our revenues and expenses are denominated in RMB. We do not believe that we currently have any significant direct foreign exchange risk and have not used any derivative financial instruments to hedge exposure to such risk. Although our exposure to foreign exchange risks should be limited in general, the value of your investment in our ADSs will be affected by the exchange rate between U.S. dollar and Renminbi because the value of our business is effectively denominated in RMB, while our ADSs will be traded in U.S. dollars.
The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the People'sPeople’s Bank of China. The Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between Renminbi and the U.S. dollar in the future.
To the extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the RMB amount we receive from the conversion. Conversely, if we decide to convert Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amounts available to us.
Interest rate risk
Our exposure to interest rate risk primarily relates to the interest income generated by excess cash, which is mostly held in interest-bearing bank deposits, restricted cash and short-term investments. Interest-earning instruments carry a degree of interest rate risk. We have not been exposed to material risks due to changes in interest rates, and we have not used any derivative financial instruments to manage our interest risk exposure.
Inflation
To date, inflation in China has not materially impacted our results of operations. According to the National Bureau of Statistics of China, the year-over-year percent changes in the consumer price index for December 2017, 20182019, 2020 and 20192021 were increases of 1.8%4.5%, 1.9%0.2%, and 4.5%1.5%, respectively. Although we have not been materially affected by inflation in the past, we can provide no assurance that we will not be affected by higher rates of inflation in China in the future.
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Item 12. Description of Securities Other than Equity Securities
A. Debt Securities
Not applicable.
B. Warrants and Rights
Not applicable.
C. Other Securities
Not applicable.
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D. American Depositary Shares
Fees and Expenses Our ADS Holders May Have to Pay
As an ADS holder, you will be required to pay the following service fees to the depositary bank and certain taxes and governmental charges (in addition to any applicable fees, expenses, taxes and other governmental charges payable on the deposited securities represented by any of your ADSs):
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Service |
| Fees |
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| Up to US$0.05 per ADS issued |
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| Up to US$0.05 per ADS cancelled |
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| Up to US$0.05 per ADS held |
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| Up to US$0.05 per ADS held |
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| Up to US$0.05 per ADS held |
| | |
|
| Up to US$0.05 per ADS held |
| | |
|
| Up to US$0.05 per ADS held on the applicable record date(s) established by the depositary bank |
As an ADS holder, you will also be responsible to pay certain fees and expenses incurred by the depositary bank and certain taxes and governmental charges (in addition to any applicable fees, expenses, taxes and other governmental charges payable on the deposited securities represented by any of your ADSs) such as:
| ● | Fees for the transfer and registration of Class A ordinary shares charged by the registrar and transfer agent for the Class A ordinary shares in the Cayman Islands (i.e., upon deposit and withdrawal of Class A ordinary shares). |
| ● | Expenses incurred for converting foreign currency into U.S. dollars. |
| ● | Expenses for cable, telex and fax transmissions and for delivery of securities. |
124
| ● | Taxes and duties upon the transfer of securities, including any applicable stamp duties, any stock transfer charges or withholding taxes (i.e., when Class A ordinary shares are deposited or withdrawn from deposit). |
| ● | Fees and expenses incurred in connection with the delivery or servicing of Class A ordinary shares on deposit. |
| ● | Fees and expenses incurred in connection with complying with exchange control regulations and other regulatory requirements applicable to Class A ordinary shares, deposited securities, ADSs and ADRs. |
| ● | Any applicable fees and penalties thereon. |
134
The depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary bank by the brokers (on behalf of their clients) receiving the newly issued ADSs from the depositary bank and by the brokers (on behalf of their clients) delivering the ADSs to the depositary bank for cancellation. The brokers in turn charge these fees to their clients. Depositary fees payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by the depositary bank to the holders of record of ADSs as of the applicable ADS record date.
The depositary fees payable for cash distributions are generally deducted from the cash being distributed or by selling a portion of distributable property to pay the fees. In the case of distributions other than cash (i.e., share dividends, rights), the depositary bank charges the applicable fee to the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or uncertificated in direct registration), the depositary bank sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts (via DTC), the depositary bank generally collects its fees through the systems provided by DTC (whose nominee is the registered holder of the ADSs held in DTC) from the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians who hold their clients’ ADSs in DTC accounts in turn charge their clients’ accounts the amount of the fees paid to the depositary banks.
In the event of refusal to pay the depositary fees, the depositary bank may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder.
Fees and Other Payments Made by the Depositary to Us
The depositary has agreed to make payments to us and reimburse us for certain costs and expenses upon such rates and terms as agreed between the depository and us. Pursuant to such agreement, we received from the depository US$1.33.8 million, after deduction of applicable U.S. taxes, in the year ended December 31, 2019.2021.
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
None.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
Material Modifications to the Rights of Security Holders
None.
Use of Proceeds
The following “Use of Proceeds” information relates to the registration statement on Form F-1, as amended (File Number 333-226014 ) (the “F-1 Registration Statement”) in relation to our initial public offering of 85,600,000 ADSs representing 342,400,000 Class A ordinary shares, without taking into account over-allotment, at an initial offering price of US$19.00 per ADS. Our initial public offering closed in July 2018. Credit Suisse Securities (USA) LLC, Goldman Sachs (Asia) L.L.C., China International Capital Corporation Hong Kong Securities Limited, China Renaissance Securities (Hong Kong) Limited were the representatives of the underwriters for our initial public offering.
The F-1 Registration Statement was declared effective by the SEC on July 25, 2018. For the period from the effective date of the F-1 Registration Statement to December 31, 2019, the total expenses incurred for our company’s account in connection with our initial public offering was approximately US$60.2 million, which included US$52.3 million in underwriting discounts and commissions for the initial public offering and approximately US$7.9 million in other costs and expenses for our initial public offering. We received net proceeds of approximately US$1.7 billion from our initial public offering. None of the transaction expenses included payments to directors or officers of our company or their associates, persons owning more than 10% or more of our equity securities or our affiliates. None of the net proceeds from the initial public offering were paid, directly or indirectly, to any of our directors or officers or their associates, persons owning 10% or more of our equity securities or our affiliates.
135
For the period from July 25, 2018, the date that the Form F-1 was declared effective by the SEC, to December 31, 2019, we used US$1,205.2 million of the net proceeds from our initial public offering for investment in business operations, research and development, and for general corporate purpose. There is no material change in the use of proceeds as described in the F-1 Registration statement. We still intend to use the remainder of the proceeds from our initial public offering, as disclosed in our registration statements on Form F-1.
Item 15. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, under the supervision and with the participation of our chief executive officer and vice president of finance, carried out an evaluation of the effectiveness of our disclosure controls and procedures, which is defined in Rules 13a-15(e) of the Exchange Act, as of December 31, 2019.2021. Based upon that evaluation, our management, with the participation of our chief executive officer and vice president of finance, has concluded that, as of the end of the period covered by this annual report, our disclosure controls and procedures were effective in ensuring that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and vice president of finance, as appropriate, to allow timely decisions regarding required disclosure.
125
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, , as defined in Rules 13a-15 (f) under the Exchange Act. Our management, with the participation of our chief executive officer, evaluated the effectiveness of our internal control over financial reporting based on criteria established in the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2019.2021.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
Our independent registered public accounting firm, Ernst & Young Hua Ming LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2019,2021, as stated in its report, which appears on page F-4 of this annual report.
Changes in Internal Control over Financial Reporting
Other than as described above, there were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report on Form 20-F that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 16A. Audit Committee Financial Expert
Our board of directors has determined that Mr. Anthony Kam Ping Leung, an independent director (under the standards set forth in Nasdaq Stock Market Rule 5605(a)(2) and Rule 10A-3 under the Exchange Act) and member of our audit committee, is an audit committee financial expert.
136
Item 16B. Code of Ethics
Our board of directors adopted a code of business conduct and ethics that applies to our directors, officers and employees in June 2018. We have posted a copy of our code of business conduct and ethics on our website at http://investor.pinduoduo.com.investor.pinduoduo.com.
Item 16C. Principal Accountant Fees and Services
The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by Ernst & Young Hua Ming LLP, our principal external auditors, for the periods indicated.
| | | | | | | | |
| | 2018 | | 2019 | | 2020 | | 2021 |
|
| US$ |
| US$ |
| US$ |
| US$ |
| | (in thousands) | | (in thousands) | ||||
Audit fees(1) |
| 2,324 |
| 946 |
| 2,170 |
| 3,099 |
All other fees(2) |
| 34 |
| 23 |
| 43 |
| 71 |
| (1) | “Audit fees” represents the aggregate fees billed for each of the fiscal years listed for professional services rendered by our principal auditors for the audit of our annual financial statements, issue of comfort letters in connection with our initial public offering, follow-on offering, and issuance of unsecured senior notes, assistance with and review of documents filed with the SEC. |
| (2) | “All other fees” represents the aggregate fees billed in each of the fiscal years listed for services rendered by our principal auditors other than services reported under “Audit |
The policy of our audit committee is to pre-approve all audit and non-audit services provided by Ernst & Young Hua Ming LLP, including audit services, audit-related services, tax services and other services as described above, other than those for de minimis services which are approved by the audit committee prior to the completion of the audit.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
126
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Not applicable.
Item 16F. Change in Registrant’s Certifying Accountant
Not applicable.
Item 16G. Corporate Governance
As a Cayman Islands exempted company listed on Nasdaq Stock Market, we are subject to the Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards. WeAlthough we did not rely on the home country practice exemption with respect toin 2021, we have relied on the requirement for annual shareholders meeting and did not hold an annual shareholders meetingexemption in 2019.prior years. We may also opt to rely on additional home country practice exemptions in the future. As a result, our shareholders may be afforded less protection than they would otherwise enjoy under the Nasdaq Stock Market corporate governance listing standards applicable to U.S. domestic issuers. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our ADSs—As aan exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq corporate governance listing standards.”
137
Item 16H. Mine Safety Disclosure
Not applicable.
Item 16I. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not applicable.
PART III
Item 17. Financial Statements
We have elected to provide financial statements pursuant to Item 18.
Item 18. Financial Statements
The consolidated financial statements of Pinduoduo Inc., its subsidiaries and its consolidated variable interest entity are included at the end of this annual report.
Item 19. Exhibits
Exhibit |
| Description of Document |
|---|---|---|
| | |
1.1 |
| |
|
| |
2.1 |
| Registrant’s Specimen American Depositary Receipt (included in Exhibit 2.3) |
|
| |
2.2 |
| |
|
|
127
Exhibit | Description of Document | |
|---|---|---|
| | |
2.3 |
| |
|
| |
2.4 |
| |
| | |
| | |
| | |
| | |
| | |
2.7 | | |
| | |
2.8* | ||
| | |
2.9 | | Description of the Registrant’s US$2,000,000,000 0.00% Convertible Senior Notes Due 2025 (incorporated herein by reference to (i) the section titled “Description of Debt Securities” in the Registrants’ registration statement on Form F-3 (File No. 333-250117) filed with the Securities and Exchange Commission on November 16, 2020 and (ii) the section titled “Description of the Notes” in the prospectus supplement, in the form filed by the Registrant with the Securities and Exchange Commission on November 19, 2020 pursuant to Rule 424(b) under the Securities Act of 1933, as amended) |
| | |
4.1 |
| |
|
| |
4.2 |
| |
|
| |
4.3 |
| |
|
|
138
|
| |
|---|---|---|
|
|
|
4.4 |
| |
|
| |
|
| |
| | |
|
| |
|
| |
4.7 |
|
128
Exhibit |
| Description of Document | |
|---|---|---|---|
| | | |
|
| ||
|
| ||
|
| ||
4.9 |
| ||
|
| ||
4.10 | |||
| |||
| |||
| |||
|
| ||
| | | |
8.1* |
| List of Subsidiaries and Consolidated Variable Interest | |
|
| ||
11.1 |
| ||
|
| ||
12.1* |
| CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
|
| ||
12.2* |
| CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
|
|
139
|
| |
|---|---|---|
|
|
|
13.1** |
| CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| | |
13.2** |
| CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
| |
15.1* |
| |
| | |
15.2* | | Consent of Ernst & Young Hua Ming LLP, Independent Registered Public Accounting Firm |
|
| |
101.INS* |
| Inline XBRL Instance Document |
|
| |
101.SCH* |
| Inline XBRL Taxonomy Extension Scheme Document |
|
| |
101.CAL* |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
| |
101.DEF* |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
| |
101.LAB* |
| Inline XBRL Taxonomy Extension Label Linkbase Document |
|
| |
101.PRE* |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| | |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed with this Annual Report on Form 20-F.
** Furnished with this Annual Report on Form 20-F.
140129
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| | | |
| Pinduoduo Inc. | ||
| | ||
| | ||
| By: | /s/ | |
| | Name: |
|
| | Title: | Chairman of the Board of Directors |
| | | and Chief Executive Officer |
| | | |
Date: April | | | |
141130
PINDUODUO INC.
Index to Consolidated Financial Statements
Contents |
| Page(s) |
|
| |
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 1408) | F-2 – | |
|
| |
Consolidated Balance Sheets as of December 31, |
| |
|
| |
| ||
|
| |
| ||
|
| |
| ||
|
| |
Notes to Consolidated Financial Statements |
|
F-1
Report of Independent Registered Public Accounting FirmREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Pinduoduo Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Pinduoduo Inc. (the Company) as of December 31, 20182020 and 2019,2021, the related consolidated statements of comprehensive loss, shareholders' (deficits)(loss)/income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2019,2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 20182020 and 2019,2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019,2021, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company'sCompany’s internal control over financial reporting as of December 31, 2019,2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated April 24, 202025, 2022 expressed an unqualified opinion thereon.
Adoption of New Accounting Standards
As discussed in Note 2 to the consolidated financial statements, the Company changed its method for accounting for revenue from contracts with customers in the year ended December 31, 2018 and its method for accounting for leases in the year ended December 31, 2019.
Basis for Opinion
These financial statements are the responsibility of the Company'sCompany’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
F-2
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
F-2
| ||
Description of the | As described in Note 2 to the consolidated financial statements, to promote its online marketplace and attract more registered consumers, the Company at its own discretion
Auditing the | |
| | |
How we addressed the matter in our audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s
To audit the |
/s/ Ernst & Young Hua Ming LLP
We have served as the Company’s auditor since 2018.
Shanghai, the People’s Republic of China
April 24, 2020
25, 2022
F-3
Report of Independent Registered Public Accounting FirmREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Pinduoduo Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Pinduoduo Inc.’s internal control over financial reporting as of December 31, 20192021 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Pinduoduo Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019,2021, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 20182020 and 2019,2021, and the related consolidated statements of comprehensive loss,(loss)/income, shareholders’ (deficits)/equity and cash flows for each of the three years in the period ended December 31, 20192021 and the related notes (collectively referred to as the “consolidated financial statements”) and our report dated April 24, 202025, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
F-4
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young Hua Ming LLP
Shanghai, the People’s Republic of China
April 24, 202025, 2022
F-5F-4
PINDUODUO INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands of Renminbi (“RMB”)RMB and U.S. dollars (“US$”), except for number of shares and per share data)
| | | | | | | | |
| | | | As of December 31, | ||||
| | Note | | 2018 | | 2019 | ||
|
| |
| RMB |
| RMB |
| US$ |
ASSETS | | | | | | | | |
Current assets |
|
| |
|
| | |
|
Cash and cash equivalents |
|
| | 14,160,322 |
| 5,768,186 | | 828,548 |
Restricted cash |
|
| | 16,379,364 |
| 27,577,671 | | 3,961,285 |
Receivables from online payment platforms |
|
| | 247,586 |
| 1,050,974 | | 150,963 |
Short-term investments |
| 4 | | 7,630,689 |
| 35,288,827 | | 5,068,923 |
Amounts due from related parties |
| 19 | | 1,019,033 |
| 2,365,528 | | 339,787 |
Prepayments and other current assets |
| 5 | | 953,989 |
| 950,277 | | 136,499 |
Total current assets |
|
| | 40,390,983 |
| 73,001,463 | | 10,486,005 |
Non-current assets |
|
| |
|
|
|
|
|
Property, equipment and software, net |
| 6 | | 29,075 |
| 41,273 |
| 5,928 |
Intangible asset | | 7 | | 2,579,338 | | 1,994,292 | | 286,462 |
Right-of-use assets | | 8 | | — | | 517,188 | | 74,289 |
Other non-current assets | | 9 | | 182,667 | | 503,120 | | 72,269 |
Total non-current assets |
|
| | 2,791,080 |
| 3,055,873 |
| 438,948 |
Total Assets |
|
| | 43,182,063 |
| 76,057,336 |
| 10,924,953 |
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
| | |
Current liabilities |
|
|
|
|
|
| | |
Amounts due to related parties (including amounts due to related parties of the consolidated VIE and its subsidiaries without recourse to the primary beneficiary of RMB458,147 and RMB1,502,892 (US$215,877) as of December 31, 2018 and 2019, respectively) |
| 19 |
| 478,113 |
| 1,502,892 |
| 215,877 |
Customer advances and deferred revenues (including customer advances and deferred revenues of the consolidated VIE and its subsidiaries without recourse to the primary beneficiary of RMB190,382 and RMB605,969 (US$87,042) as of December 31, 2018 and 2019, respectively) | | |
| 191,482 |
| 605,970 |
| 87,042 |
Payable to merchants (including payable to merchants of the consolidated VIE and its subsidiaries without recourse to the primary beneficiary of RMB17,275,934 and RMB29,657,227 (US$4,259,994) as of December 31, 2018 and 2019, respectively) | | |
| 17,275,934 |
| 29,926,488 |
| 4,298,671 |
Accrued expenses and other liabilities (including accrued expenses and other liabilities of the consolidated VIE and its subsidiaries without recourse to the primary beneficiary of RMB1,500,951 and RMB3,420,728 (US$491,358) as of December 31, 2018 and 2019, respectively) |
| 10 |
| 2,225,667 |
| 4,877,062 |
| 700,547 |
Merchant deposits (including merchant deposits of the consolidated VIE and its subsidiaries without recourse to the primary beneficiary of RMB4,188,273 and RMB7,840,912 (US$1,126,277) as of December 31, 2018 and 2019, respectively) | | |
| 4,188,273 |
| 7,840,912 |
| 1,126,277 |
Short-term borrowings (including short-term borrowings of the consolidated VIE and its subsidiaries without recourse to the primary beneficiary of NaN and RMB898,748 (US$129,097) as of December 31, 2018 and 2019, respectively) | | 11 | | — | | 898,748 | | 129,097 |
Lease liabilities (including lease liabilities of the consolidated VIE and its subsidiaries without recourse to the primary beneficiary of NaN and RMB90,523 (US$13,003) as of December 31, 2018 and 2019, respectively) | | 8 | | — | | 115,734 | | 16,624 |
Total current liabilities | | |
| 24,359,469 |
| 45,767,806 |
| 6,574,135 |
Convertible bonds | | 12 | | — | | 5,206,682 | | 747,893 |
Lease liabilities (including lease liabilities of the consolidated VIE and its subsidiaries without recourse to the primary beneficiary of NaN and RMB382,673 (US$54,968) as of December 31, 2018 and 2019, respectively) | | 8 | | — | | 428,593 | | 61,564 |
Other non-current liabilities | | | | — | | 7,389 | | 1,061 |
Total non-current liabilities | | | | — | | 5,642,664 | | 810,518 |
Total liabilities | | | | 24,359,469 | | 51,410,470 | | 7,384,653 |
| | | | | | | | |
| | | | As of December 31, | ||||
| | Notes | | 2020 | | 2021 | ||
|
| |
| RMB |
| RMB |
| US$ |
ASSETS | | | | | | | | |
Current assets |
|
| |
|
| | |
|
Cash and cash equivalents |
|
| | 22,421,189 |
| 6,426,715 | | 1,008,492 |
Restricted cash |
|
| | 52,422,447 |
| 59,617,256 | | 9,355,248 |
Receivables from online payment platforms |
|
| | 729,548 |
| 673,737 | | 105,724 |
Short-term investments |
| 4 | | 64,551,094 |
| 86,516,618 | | 13,576,345 |
Amounts due from related parties |
| 18 | | 4,240,069 |
| 4,250,155 | | 666,942 |
Prepayments and other current assets |
| 5 | | 5,159,531 |
| 3,424,687 | | 537,408 |
Total current assets |
|
| | 149,523,878 |
| 160,909,168 | | 25,250,159 |
Non-current assets |
|
| |
|
| |
| |
Property, equipment and software, net |
| 6 | | 202,853 |
| 2,203,323 |
| 345,749 |
Intangible assets | | 7 | | 1,276,751 | | 701,220 | | 110,037 |
Right-of-use assets | | 8 | | 629,827 | | 938,537 | | 147,277 |
Deferred tax assets | | 17 | | — | | 31,504 | | 4,944 |
Other non-current assets | | 9 | | 7,275,305 | | 16,425,966 | | 2,577,593 |
Total non-current assets |
|
| | 9,384,736 |
| 20,300,550 |
| 3,185,600 |
| | | | | | | | |
Total Assets |
|
| | 158,908,614 |
| 181,209,718 |
| 28,435,759 |
| | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
| |
| | |
|
Current liabilities |
|
|
|
|
| | |
|
Amounts due to related parties (including amounts due to related parties of the consolidated VIE and its subsidiaries without recourse to the primary beneficiary of RMB3,385,863 and RMB1,962,029 (US$307,885) as of December 31, 2020 and 2021, respectively) |
| 18 |
| 3,385,863 |
| 1,963,007 |
| 308,039 |
Customer advances and deferred revenues (including customer advances and deferred revenues of the consolidated VIE and its subsidiaries without recourse to the primary beneficiary of RMB2,422,907 and RMB1,158,738 (US$181,831) as of December 31, 2020 and 2021, respectively) | | |
| 2,423,190 |
| 1,166,764 |
| 183,091 |
Payable to merchants (including payable to merchants of the consolidated VIE and its subsidiaries without recourse to the primary beneficiary of RMB53,417,259 and RMB61,947,517 (US$9,720,917) as of December 31, 2020 and 2021, respectively) | | |
| 53,833,981 |
| 62,509,714 |
| 9,809,138 |
Accrued expenses and other liabilities (including accrued expenses and other liabilities of the consolidated VIE and its subsidiaries without recourse to the primary beneficiary of RMB6,999,827 and RMB9,360,166 (US$1,468,814) as of December 31, 2020 and 2021, respectively) |
| 10 |
| 11,193,372 |
| 14,085,513 |
| 2,210,324 |
Merchant deposits (including merchant deposits of the consolidated VIE and its subsidiaries without recourse to the primary beneficiary of RMB10,926,319 and RMB13,360,409 (US$2,096,540) as of December 31, 2020 and 2021, respectively) | | |
| 10,926,319 |
| 13,577,552 |
| 2,130,614 |
Short-term borrowings (including short-term borrowings of the consolidated VIE and its subsidiaries without recourse to the primary beneficiary of RMB1,866,316 and NaN as of December 31, 2020 and 2021, respectively) | | 11 | | 1,866,316 | | — | | — |
Lease liabilities (including lease liabilities of the consolidated VIE and its subsidiaries without recourse to the primary beneficiary of RMB134,131 and RMB138,667 (US$21,760) as of December 31, 2020 and 2021, respectively) | | 8 | | 253,036 | | 427,164 | | 67,031 |
Total current liabilities | | |
| 83,882,077 |
| 93,729,714 |
| 14,708,237 |
Non-current liabilities | | | | | | | | |
Convertible bonds | | 12 | | 14,432,792 | | 11,788,907 | | 1,849,937 |
Lease liabilities (including lease liabilities of the consolidated VIE and its subsidiaries without recourse to the primary beneficiary of RMB366,834 and RMB305,068 (US$47,872) as of December 31, 2020 and 2021, respectively) | | 8 | | 414,939 | | 544,263 | | 85,407 |
Deferred tax liabilities (including deferred tax liabilities of the consolidated VIE and its subsidiaries without recourse to the primary beneficiary of NaN and RMB19,217 (US$3,016) as of December 31, 2020 and 2021, respectively) | | 17 | | — | | 31,291 | | 4,910 |
Other non-current liabilities | | | | 2,918 | | 996 | | 156 |
Total non-current liabilities | | | | 14,850,649 | | 12,365,457 | | 1,940,410 |
Total liabilities | | | | 98,732,726 | | 106,095,171 | | 16,648,647 |
Commitments and contingencies | | 22 | | | | | | |
The accompanying notes are an integral part of the consolidated financial statements.
F-6F-5
PINDUODUO INC.
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(Amounts in thousands of Renminbi (“RMB”)RMB and U.S. dollars (“US$”), except for number of shares and per share data)
| | | | | | | | |
| | | | As of December 31, | ||||
| | Notes | | 2020 | | 2021 | ||
|
| |
| RMB |
| RMB |
| US$ |
| | | | | | | | |
Shareholders’ equity | | | | | | | | |
Class A ordinary shares (US$0.000005 par value; 77,300,000,000 shares authorized, 3,545,065,888 and 5,057,542,676 shares issued and outstanding as of December 31, 2020 and 2021, respectively) | | 14 |
| 115 |
| 161 |
| 25 |
Class B ordinary shares (US$0.000005 par value; 2,200,000,000 shares authorized, 1,409,744,080 and NaN shares issued and outstanding as of December 31, 2020 and 2021, respectively) | | 14 |
| 44 |
| — |
| — |
Additional paid-in capital | | |
| 86,698,660 |
| 95,340,819 |
| 14,961,055 |
Accumulated other comprehensive loss | | |
| (1,047,728) |
| (2,519,900) |
| (395,427) |
Accumulated deficits | | |
| (25,475,203) |
| (17,706,533) |
| (2,778,541) |
Total shareholders’ equity | | |
| 60,175,888 |
| 75,114,547 |
| 11,787,112 |
Total liabilities and shareholders’ equity | | |
| 158,908,614 |
| 181,209,718 |
| 28,435,759 |
The accompanying notes are an integral part of the consolidated financial statements.
F-6
PINDUODUO INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
(Amounts in thousands of RMB and US$, except for number of shares and per share data)
| | | | | | | | |
| | | | As of December 31, | ||||
| | Note | | 2018 | | 2019 | ||
|
| |
| RMB |
| RMB |
| US$ |
Shareholders’ equity | | | | | | | | |
Class A ordinary shares (US$0.000005 par value; 77,300,000,000 shares authorized, 2,381,240,988 issued and outstanding as of December 31, 2018; 77,300,000,000 shares authorized, 2,575,580,988 issued and outstanding as of December 31, 2019) | | 15 |
| 78 |
| 84 |
| 12 |
Class B ordinary shares (US$0.000005 par value; 2,200,000,000 authorized, 2,074,447,700 issued and outstanding as of December 31, 2018 and 2019) | | 15 |
| 64 |
| 64 |
| 9 |
Additional paid-in capital | | |
| 29,114,527 |
| 41,493,949 |
| 5,960,233 |
Accumulated other comprehensive income | | |
| 1,035,783 |
| 1,448,230 |
| 208,025 |
Accumulated deficits | | |
| (11,327,858) |
| (18,295,461) |
| (2,627,979) |
Total shareholders’ equity | | |
| 18,822,594 |
| 24,646,866 |
| 3,540,300 |
Total liabilities and shareholders’ equity | | |
| 43,182,063 |
| 76,057,336 |
| 10,924,953 |
| | | | | | | | | | |
| | | | For the years ended December 31, | ||||||
| | Notes |
| 2019 |
| 2020 |
| 2021 | ||
|
| | | RMB |
| RMB |
| RMB |
| US$ |
| | | | | | | | | | |
Revenues |
| 15 | | 30,141,886 |
| 59,491,865 |
| 93,949,939 |
| 14,742,796 |
Costs of revenues (including services received from related parties of RMB1,424,786, RMB4,570,292 and RMB5,166,381 (US$810,718) for the years ended December 31, 2019, 2020 and 2021, respectively) |
|
| | (6,338,778) |
| (19,278,641) |
| (31,718,093) |
| (4,977,261) |
Gross profit |
|
| | 23,803,108 |
| 40,213,224 |
| 62,231,846 |
| 9,765,535 |
| | | | | | | | | | |
Sales and marketing expenses (including services received from a related party of NaN, 4,166,230 and RMB2,857,063 (US$448,336) for the years ended December 31, 2019, 2020 and 2021, respectively) |
|
| | (27,174,249) |
| (41,194,599) |
| (44,801,720) |
| (7,030,368) |
General and administrative expenses |
|
| | (1,296,712) |
| (1,507,297) |
| (1,540,774) |
| (241,781) |
Research and development expenses (including services received from related parties of RMB873,288, RMB1,850,321 and RMB604,605 (US$94,876) for the years ended December 31, 2019, 2020 and 2021, respectively) |
|
| | (3,870,358) |
| (6,891,653) |
| (8,992,590) |
| (1,411,134) |
Total operating expenses |
|
| | (32,341,319) |
| (49,593,549) |
| (55,335,084) |
| (8,683,283) |
| | | | | | | | | | |
Operating (loss)/ profit |
|
| | (8,538,211) |
| (9,380,325) |
| 6,896,762 |
| 1,082,252 |
| | | | | | | | | | |
Interest and investment income, net |
|
| | 1,541,825 |
| 2,455,366 |
| 3,061,662 |
| 480,442 |
Interest expenses | | | | (145,858) | | (757,336) | | (1,231,002) | | (193,171) |
Foreign exchange gain |
|
| | 63,179 |
| 225,197 |
| 71,750 |
| 11,259 |
Other income, net |
|
| | 82,786 |
| 193,702 |
| 656,255 |
| 102,981 |
| | | | | | | | | | |
(Loss)/ profit before income tax and share of results of equity investees |
|
| | (6,996,279) |
| (7,263,396) |
| 9,455,427 |
| 1,483,763 |
Income tax expenses | | 17 | | 0 | | 0 | | (1,933,585) | | (303,422) |
Share of results of equity investees |
| 9 | | 28,676 |
| 83,654 |
| 246,828 |
| 38,733 |
Net (loss)/ income |
|
| | (6,967,603) |
| (7,179,742) |
| 7,768,670 |
| 1,219,074 |
| | | | | | | | | | |
Net (loss)/ income |
|
| | (6,967,603) |
| (7,179,742) |
| 7,768,670 |
| 1,219,074 |
| | | | | | | | | | |
(Loss)/ earnings per share: |
| 19 | |
|
|
|
|
|
|
|
Basic |
|
| | (1.51) |
| (1.51) |
| 1.55 |
| 0.24 |
Diluted |
|
| | (1.51) |
| (1.51) |
| 1.36 |
| 0.21 |
Shares used in (loss)/ earnings per share computation: |
|
| |
|
|
|
|
|
|
|
Basic |
|
| | 4,627,278,394 |
| 4,768,343,300 |
| 5,012,651,334 |
| 5,012,651,334 |
Diluted |
|
| | 4,627,278,394 |
| 4,768,343,300 |
| 5,713,764,297 |
| 5,713,764,297 |
| | | | | | | | | | |
Other comprehensive income/(loss), net of tax of NaN |
|
| |
|
|
|
|
|
|
|
Foreign currency translation difference, net of tax of NaN |
|
| | 412,447 |
| (2,495,958) |
| (1,472,172) |
| (231,016) |
Comprehensive (loss)/ income |
|
| | (6,555,156) |
| (9,675,700) |
| 6,296,498 |
| 988,058 |
The accompanying notes are an integral part of the consolidated financial statements.
F-7
PINDUODUO INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSSHAREHOLDERS’ EQUITY
(Amounts in thousands of RMB and US$, except for number of shares and per share data)
| | | | | | | | | | | | | | |
|
| |
| |
| |
| |
| Accumulated |
| |
| |
| | | | Number of | | | | Additional | | other | | | | |
| | | | ordinary | | Ordinary | | paid-in | | comprehensive | | Accumulated | | Total shareholders’ |
| | Notes | | shares | | shares | | capital | | income | | deficits | | equity |
| | | | |
| RMB |
| RMB |
| RMB |
| RMB |
| RMB |
Balance as of January 1, 2019 |
| | | 4,455,688,688 |
| 142 |
| 29,114,527 |
| 1,035,783 |
| (11,327,858) |
| 18,822,594 |
Net loss |
| | | — |
| — |
| — |
| — |
| (6,967,603) |
| (6,967,603) |
Foreign currency translation difference |
| | | — |
| — |
| — |
| 412,447 |
| — |
| 412,447 |
Follow-on offering | | 14 | | 193,740,000 | | 6 | | 7,993,822 | | — | | — | | 7,993,828 |
Equity component of convertible bonds | | | | — |
| — |
| 1,827,894 |
| — |
| — |
| 1,827,894 |
Shares issued to depository bank | | 19 | | 600,000 | | — | | — | | — | | — | | — |
Exercise of share-based awards | | | | 567,636 | | — | | — | | — | | — | | — |
Settlement of share-based compensation with shares held by depository bank |
| 19 | | (567,636) |
| — |
| — |
| — |
| — |
| — |
Share-based compensation |
| 16 | | — |
| — |
| 2,557,706 |
| — |
| — |
| 2,557,706 |
Balance as of December 31, 2019 | | | | 4,650,028,688 | | 148 | | 41,493,949 | | 1,448,230 | | (18,295,461) | | 24,646,866 |
The accompanying notes are an integral part of the consolidated financial statements.
F-8
PINDUODUO INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (CONTINUED)
(Amounts in thousands of RMB and US$, except for number of shares and per share data)
| | | | | | | | | | |
| | | | For the years ended December 31, | ||||||
| | Note |
| 2017 |
| 2018 |
| 2019 | ||
|
| | | RMB |
| RMB |
| RMB |
| US$ |
| | | | | | | | | | |
Revenues |
| 16 | | |
|
|
|
|
|
|
Online marketplace services |
|
| | 1,740,691 |
| 13,119,990 |
| 30,141,886 |
| 4,329,611 |
Merchandise sales |
|
| | 3,385 |
| — |
| — |
| — |
Total revenues |
|
| | 1,744,076 |
| 13,119,990 |
| 30,141,886 |
| 4,329,611 |
| | | | | | | | | | |
Costs of revenues |
|
| |
|
| |
| |
| |
Costs of online marketplace services (including services received from a related party of RMB1,042,630 and RMB1,424,786 (US$204,658) for the years ended December 31, 2018 and 2019, respectively) |
|
| | (719,778) |
| (2,905,249) |
| (6,338,778) |
| (910,508) |
Costs of merchandise sales |
|
| | (3,052) |
| — |
| — |
| — |
Total costs of revenues |
|
| | (722,830) |
| (2,905,249) |
| (6,338,778) |
| (910,508) |
| | | | | | | | | | |
Gross profit |
|
| | 1,021,246 |
| 10,214,741 |
| 23,803,108 |
| 3,419,103 |
Sales and marketing expenses |
|
| | (1,344,582) |
| (13,441,813) |
| (27,174,249) |
| (3,903,337) |
General and administrative expenses |
|
| | (133,207) |
| (6,456,612) |
| (1,296,712) |
| (186,261) |
Research and development expenses (including services received from a related party of RMB223,732 and RMB873,288 (US$125,440) for the years ended December 31, 2018 and 2019, respectively) |
|
| | (129,181) |
| (1,116,057) |
| (3,870,358) |
| (555,942) |
Impairment of a long-term investment |
|
| | (10,000) |
| — |
| — |
| — |
Total operating expenses |
|
| | (1,616,970) |
| (21,014,482) |
| (32,341,319) |
| (4,645,540) |
| | | | | | | | | | |
Operating loss |
|
| | (595,724) |
| (10,799,741) |
| (8,538,211) |
| (1,226,437) |
Interest and investment gain, net |
|
| | 80,783 |
| 584,940 |
| 1,541,825 |
| 221,469 |
Interest expense | | | | — | | — | | (145,858) | | (20,951) |
Foreign exchange (loss)/gain |
|
| | (11,547) |
| 10,037 |
| 63,179 |
| 9,075 |
Other income/(loss), net |
|
| | 1,373 |
| (12,361) |
| 82,786 |
| 11,891 |
Loss before income tax and share of results of equity investees |
|
| | (525,115) |
| (10,217,125) |
| (6,996,279) |
| (1,004,953) |
Income tax expenses | | 18 | | — | | — | | — | | — |
Share of results of equity investees |
| 9 | | — |
| — |
| 28,676 |
| 4,119 |
Net loss |
|
| | (525,115) |
| (10,217,125) |
| (6,967,603) |
| (1,000,834) |
Deemed distribution to certain holders of convertible preferred shares |
| | | — |
| (80,496) |
| — |
| — |
Contribution from a holder of convertible preferred shares |
| | | 26,413 |
| — |
| — |
| — |
Net loss attributable to ordinary shareholders |
|
| | (498,702) |
| (10,297,621) |
| (6,967,603) |
| (1,000,834) |
Loss per share: |
| 20 | |
|
|
|
|
|
|
|
Basic |
|
| | (0.28) |
| (3.47) |
| (1.51) |
| (0.22) |
Diluted |
|
| | (0.28) |
| (3.47) |
| (1.51) |
| (0.22) |
| | | | | | | | | | |
Shares used in loss per share computation: |
|
| |
|
|
|
|
|
|
|
Basic |
|
| | 1,764,799,346 |
| 2,968,319,549 |
| 4,627,278,394 |
| 4,627,278,394 |
Diluted |
|
| | 1,764,799,346 |
| 2,968,319,549 |
| 4,627,278,394 |
| 4,627,278,394 |
Other comprehensive (loss)/income, net of tax of NaN |
|
| |
|
|
|
|
|
|
|
Foreign currency translation difference, net of tax of NaN |
|
| | (47,681) |
| 1,058,884 |
| 412,447 |
| 59,244 |
Comprehensive loss |
|
| | (572,796) |
| (9,158,241) |
| (6,555,156) |
| (941,590) |
| | | | | | | | | | | | | | |
|
| |
| |
| |
| |
| Accumulated |
| |
| |
| | | | Number of | | | | Additional | | other | | | | |
| | | | ordinary | | Ordinary | | paid-in | | comprehensive | | Accumulated | | Total shareholders’ |
| | Notes | | shares | | shares | | capital | | income/(loss) | | deficits | | equity |
| | | | |
| RMB |
| RMB |
| RMB |
| RMB |
| RMB |
Balance as of January 1, 2020 |
| | | 4,650,028,688 |
| 148 |
| 41,493,949 |
| 1,448,230 |
| (18,295,461) | | 24,646,866 |
Net loss |
| | | — |
| — |
| — |
| — |
| (7,179,742) | | (7,179,742) |
Foreign currency translation difference |
| | | — |
| — |
| — |
| (2,495,958) |
| — | | (2,495,958) |
Issuance of ordinary shares for private placements | | 14 | | 150,810,912 | | 5 | | 11,063,334 | | — | | — | | 11,063,339 |
Follow-on offering |
| 14 | | 132,020,000 |
| 5 |
| 26,805,433 |
| — |
| — | | 26,805,438 |
Conversion of the convertible bonds into ordinary shares | | 12 | | 9,900,368 | | 1 | | 317,541 | | — | | — | | 317,542 |
Equity component of convertible bonds | | 12 | | — | | — | | 3,405,360 | | — | | — | | 3,405,360 |
Shares issued to depository bank | | 19 | | 12,050,000 | | — | | — | | — | | — | | — |
Exercise of share-based awards |
| | | 4,950,492 | | — |
| — |
| — |
| — |
| — |
Settlement of share-based compensation with shares held by depository bank |
| 19 | | (4,950,492) |
| — |
| — |
| — |
| — |
| — |
Share-based compensation | | 16 | | — | | — | | 3,613,043 | | — | | — | | 3,613,043 |
Balance as of December 31, 2020 | | | | 4,954,809,968 | | 159 | | 86,698,660 | | (1,047,728) | | (25,475,203) | | 60,175,888 |
The accompanying notes are an integral part of the consolidated financial statements.
F-8F-9
PINDUODUO INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ (DEFICITS)/EQUITY (CONTINUED)
(Amounts in thousands of RMB and US$, except for number of shares and per share data)
| | | | | | | | | | | | | | |
|
| | | |
| |
| |
| Accumulated |
| |
| |
| | | | Number of | | | | Additional | | other | | | | Total |
| | | | ordinary | | Ordinary | | paid-in | | comprehensive | | Accumulated | | shareholders’ |
| | Note | | shares | | shares | | capital | | income/(loss) | | deficits | | deficits |
| | | | |
| RMB |
| RMB |
| RMB |
| RMB |
| RMB |
Balance as of January 1, 2017 |
| | | 1,815,200,000 |
| 56 |
| 21,531 |
| 24,580 |
| (472,445) |
| (426,278) |
Net loss |
| | | — |
| — |
| — |
| — |
| (525,115) |
| (525,115) |
Foreign currency translation difference |
| | | — |
| — |
| — |
| (47,681) |
| — |
| (47,681) |
Repurchase and cancellation of Class B ordinary shares | | 13 | | (56,430,180) |
| (2) |
| 2 |
| — |
| (32,677) |
| (32,677) |
Contribution from a holder of convertible preferred shares | | 13 | | — | | — | | 26,413 | | — | | — | | 26,413 |
Share-based compensation |
| 17 | | — |
| — |
| 13,380 |
| — |
| — |
| 13,380 |
Balance as of December 31, 2017 |
| | | 1,758,769,820 |
| 54 |
| 61,326 |
| (23,101) |
| (1,030,237) |
| (991,958) |
| | | | | | | | | | | | | | |
|
| | | |
| |
| |
| Accumulated |
| |
| |
| | | | Number of | | | | Additional | | other | | | | Total |
| | | | ordinary | | Ordinary | | paid-in | | comprehensive | | Accumulated | | shareholders’ |
| | Note | | shares | | shares | | capital | | (loss)/income | | deficits | | (deficits)/equity |
| | | | |
| RMB |
| RMB |
| RMB |
| RMB |
| RMB |
Balance as of January 1, 2018 |
| | | 1,758,769,820 |
| 54 |
| 61,326 |
| (23,101) |
| (1,030,237) |
| (991,958) |
Net loss |
| | | — |
| — |
| — |
| — |
| (10,217,125) |
| (10,217,125) |
Foreign currency translation difference |
| | | — |
| — |
| — |
| 1,058,884 |
| — |
| 1,058,884 |
Deemed distribution to certain holders of convertible preferred shares | | 13 | | — | | — | | — | | — | | (80,496) | | (80,496) |
Conversion of convertible preferred shares to ordinary shares |
| 13 | | 2,075,502,060 |
| 67 |
| 10,950,438 |
| — |
| — |
| 10,950,505 |
Initial public offering | | 15 | | 366,943,308 | | 13 | | 11,523,618 | | — | | — | | 11,523,631 |
Share-based compensation |
| 17 | | 254,473,500 | | 8 |
| 6,579,145 |
| — |
| — |
| 6,579,153 |
Balance as of December 31, 2018 |
| | | 4,455,688,688 |
| 142 |
| 29,114,527 |
| 1,035,783 |
| (11,327,858) |
| 18,822,594 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | |
| |
| |
| Accumulated |
| |
| |
| | | |
| |
| |
| Accumulated |
| |
| |
| | | | Number of | | | | Additional | | other | | | | Total | | | | Number of | | | | Additional | | other | | | | |
| | | | ordinary | | Ordinary | | paid-in | | comprehensive | | Accumulated | | shareholders' | | | | ordinary | | Ordinary | | paid-in | | comprehensive | | Accumulated | | Total shareholders’ |
| | Note |
| shares | | shares | | capital | | income | | deficits | | equity | | Notes |
| shares | | shares | | capital | | loss | | deficits | | equity |
| | | | | | RMB | | RMB | | RMB | | RMB | | RMB | | | | | | RMB | | RMB | | RMB | | RMB | | RMB |
Balance as of January 1, 2019 |
| | | 4,455,688,688 |
| 142 |
| 29,114,527 | | 1,035,783 | | (11,327,858) |
| 18,822,594 | ||||||||||||||
Net loss |
| | | — |
| — |
| — | | — | | (6,967,603) |
| (6,967,603) | ||||||||||||||
Balance as of January 1, 2021 |
| | | 4,954,809,968 |
| 159 |
| 86,698,660 | | (1,047,728) | | (25,475,203) |
| 60,175,888 | ||||||||||||||
Net income |
| | | — |
| — |
| — | | — | | 7,768,670 |
| 7,768,670 | ||||||||||||||
Foreign currency translation difference |
| | | — |
| — |
| — | | 412,447 | | — |
| 412,447 |
| | | — |
| — |
| — | | (1,472,172) | | — |
| (1,472,172) |
Follow-on offering |
| | | 193,740,000 |
| 6 |
| 7,993,822 | | — | | — |
| 7,993,828 | ||||||||||||||
Equity component of convertible bonds |
| | | — |
| — |
| 1,827,894 | | — | | — |
| 1,827,894 | ||||||||||||||
Conversion of the convertible bonds into ordinary shares | | 12 | | 62,732,708 | | 2 | | 3,867,054 | | — | | — | | 3,867,056 | ||||||||||||||
Shares issued to depository bank | | 20 | | 600,000 | | — | | — | | — | | — | | — | | 19 | | 40,000,000 | | — | | — | | — | | — | | — |
Restricted share units vested | | | | (567,636) | | — | | — | | — | | — | | — | ||||||||||||||
Exercise of share-based awards | | | | 24,395,952 | | — | | 375 | | — | | — | | 375 | ||||||||||||||
Settlement of share-based compensation with shares held by depository bank | | 20 | | 567,636 | | — | | — | | — | | — | | — | | 19 | | (24,395,952) | | — | | — | | — | | — | | — |
Share-based compensation |
| 17 | | — |
| — |
| 2,557,706 | | — | | — |
| 2,557,706 |
| 16 | | — |
| — |
| 4,774,730 | | — | | — |
| 4,774,730 |
Balance as of December 31, 2019 | | | | 4,650,028,688 | | 148 |
| 41,493,949 | | 1,448,230 | | (18,295,461) |
| 24,646,866 | ||||||||||||||
Balance as of December 31, 2019 (US$) |
| | | 4,650,028,688 |
| 21 |
| 5,960,233 | | 208,025 | | (2,627,979) |
| 3,540,300 | ||||||||||||||
Balance as of December 31, 2021 |
| | | 5,057,542,676 |
| 161 |
| 95,340,819 | | (2,519,900) | | (17,706,533) |
| 75,114,547 | ||||||||||||||
Balance as of December 31, 2021 (US$) | | | | | | 25 |
| 14,961,055 | | (395,427) | | (2,778,541) |
| 11,787,112 | ||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
F-9F-10
PINDUODUO INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands of RMB and US$, except for number of shares and per share data)
)
| | | | | | | | | | | | | | | | |
| | For the years ended December 31, | | For the years ended December 31, | ||||||||||||
| | 2017 | | 2018 | | 2019 | | 2019 | | 2020 | | 2021 | ||||
|
| RMB |
| RMB |
| RMB |
| US$ |
| RMB |
| RMB |
| RMB |
| US$ |
CASH FLOW FROM OPERATING ACTIVITIES |
| | |
|
|
|
|
|
| | |
|
|
|
|
|
Net loss |
| (525,115) | | (10,217,125) |
| (6,967,603) |
| (1,000,834) | ||||||||
Net (loss)/income |
| (6,967,603) |
| (7,179,742) |
| 7,768,670 |
| 1,219,074 | ||||||||
Adjustments to reconcile net (loss)/income to net cash provided by operating activities: | | | | | | | | | ||||||||
Interest expense | | — | | — | | 145,858 | | 20,951 | | 145,858 | | 757,336 | | 1,231,002 | | 193,171 |
Provision for prepayments made on behalf of merchants | | — | | 2,155 | | 11,782 | | 1,692 | ||||||||
Allowance for credit losses | | 11,782 | | 43,434 | | 49,300 | | 7,736 | ||||||||
Depreciation and amortization |
| 2,265 | | 497,003 |
| 637,831 |
| 91,619 |
| 637,831 |
| 651,523 |
| 1,495,380 |
| 234,658 |
Lease expense to reduce right-of-use assets | | — | | — | | 73,206 | | 10,515 | ||||||||
Impairment of a long-term investment |
| 10,000 | | — |
| — |
| — | ||||||||
Deferred income tax, net | | — | | — | | (213) | | (34) | ||||||||
Amortization of right-of-use assets | | 73,206 | | 148,945 | | 348,863 | | 54,744 | ||||||||
Interest and investment gain, net |
| (2,573) | | (78,267) |
| (209,580) |
| (30,104) |
| (209,580) |
| (469,486) |
| (146,972) |
| (23,063) |
Loss on disposal of property and equipment |
| 64 | | 13 |
| 175 |
| 25 | ||||||||
Loss/(gain) on disposal of property and equipment |
| 175 |
| 24 |
| (258) |
| (40) | ||||||||
Share-based compensation |
| 13,380 | | 6,841,573 |
| 2,557,706 |
| 367,392 |
| 2,557,706 |
| 3,613,043 |
| 4,774,730 |
| 749,259 |
Foreign exchange gain | | — | | — | | (5,380) | | (773) | | (5,380) | | (225,197) | | (71,750) | | (11,259) |
Share of results of equity investees | | — | | — | | (28,676) | | (4,119) | | (28,676) | | (83,654) | | (246,828) | | (38,733) |
Fair value change of investments | | — | | (104,068) | | 22,170 | | 3,479 | ||||||||
Gain on extinguishment of convertible bonds | | — | | (5,188) | | (2,788) | | (437) | ||||||||
| | | | | | | | | | | | | | | | |
Changes in operating assets and liabilities: |
| | |
|
|
|
|
|
|
|
|
|
| |
|
|
Receivables from online payment platforms |
| (77,891) | | (159,413) |
| (803,388) |
| (115,399) |
| (803,388) |
| 321,426 |
| 55,811 |
| 8,758 |
Amounts due from related parties |
| (350,265) | | (576,121) |
| (886,863) |
| (127,390) |
| (886,863) |
| (1,636,541) |
| (10,086) |
| (1,583) |
Prepayments and other current assets |
| (87,614) | | (790,732) |
| 12,449 |
| 1,788 |
| 12,449 |
| (4,048,536) |
| 1,744,645 |
| 273,773 |
Customer advances and deferred revenues |
| 54,299 | | 135,029 |
| 414,488 |
| 59,537 |
| 414,488 |
| 1,817,220 |
| (1,256,426) |
| (197,161) |
Amounts due to related parties |
| 51,081 | | 402,056 |
| 1,024,779 |
| 147,200 |
| 1,024,779 |
| 1,882,971 |
| (1,422,856) |
| (223,277) |
Payable due to merchants |
| 8,721,721 | | 7,437,415 |
| 12,650,833 |
| 1,817,180 | ||||||||
Payable to merchants |
| 12,650,833 |
| 23,934,151 |
| 8,686,493 |
| 1,363,100 | ||||||||
Accrued expenses and other liabilities |
| 318,363 | | 1,864,153 |
| 2,648,869 |
| 380,486 |
| 2,648,869 |
| 5,849,148 |
| 3,492,038 |
| 547,979 |
Merchant deposits | | 1,558,613 | | 2,410,188 | | 3,652,639 | | 524,669 | | 3,652,639 | | 3,085,407 | | 2,651,233 | | 416,036 |
Right-of-use assets | | — | | — | | (590,394) | | (84,805) | ||||||||
Lease liabilities | | — | | — | | 544,327 | | 78,188 | | (46,067) | | (137,936) | | (354,123) | | (55,570) |
Other non-current assets | | — | | — | | (69,471) | | (9,979) | | (69,471) | | (13,182) | | (23,102) | | (3,625) |
Other non-current liabilities |
| — | | — |
| 7,389 |
| 1,061 |
| 7,389 |
| (4,471) |
| (1,922) |
| (302) |
Net cash provided by operating activities |
| 9,686,328 | | 7,767,927 |
| 14,820,976 |
| 2,128,900 |
| 14,820,976 |
| 28,196,627 |
| 28,783,011 |
| 4,516,683 |
CASH FLOW FROM INVESTING ACTIVITIES |
| | | |
|
|
|
|
|
|
|
|
| |
|
|
Purchase of short-term investments | | (1,393,000) | | (7,516,370) | | (52,451,615) | | (7,534,202) | | (52,451,615) | | (86,438,068) | | (116,639,550) | | (18,303,291) |
Proceeds from sales of short-term investments |
| 1,633,000 | | 50,000 |
| 24,797,630 |
| 3,561,957 |
| 24,797,630 |
| 55,083,390 |
| 97,547,038 |
| 15,307,259 |
Purchase of long-term investments | | — | | (184,637) | | (214,100) | | (30,754) | | (214,100) | | (6,722,228) | | (13,628,052) | | (2,138,539) |
Proceeds from disposal of a long-term investment |
| — | | 5,000 |
| — |
| — | ||||||||
Purchase of property, equipment and software |
| (8,921) | | (27,331) |
| (27,436) |
| (3,941) | ||||||||
Purchase of property, equipment and software and intangible assets | | (27,436) | | (43,046) | | (3,287,232) | | (515,838) | ||||||||
Proceeds from disposal of property and equipment | | 362 | | 39 | | 475 | | 68 | | 475 | | 51 | | 394 | | 62 |
Loans to related parties | | (159,790) | | — | | (459,632) | | (66,022) | ||||||||
Repayments from related parties | | — | | 159,790 | | — | | — | ||||||||
(Loans to)/Repayments from third parties | | — | | (35,000) | | 35,000 | | 5,027 | ||||||||
Net cash provided by/(used in) investing activities |
| 71,651 | | (7,548,509) |
| (28,319,678) |
| (4,067,867) | ||||||||
Loans to a related party | | (459,632) | | (238,000) | | — | | — | ||||||||
Repayments from third parties | | 35,000 | | — | | — | | — | ||||||||
Others | | — | | — | | 445,037 | | 69,836 | ||||||||
Net cash used in investing activities |
| (28,319,678) |
| (38,357,901) |
| (35,562,365) |
| (5,580,511) | ||||||||
CASH FLOW FROM FINANCING ACTIVITIES |
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
Proceeds from the initial public offering |
| — | | 11,879,944 |
| — |
| — | ||||||||
Costs incurred for the initial public offering | | — | | (356,313) | | — | | — | ||||||||
Proceeds from follow-on offering |
| — | | — |
| 8,194,597 |
| 1,177,080 | ||||||||
Costs incurred for the follow-on offering | | — | | — | | (200,769) | | (28,839) | ||||||||
Proceeds from issuance of convertible preferred shares |
| 1,446,906 | | 5,824,568 |
| — |
| — | ||||||||
Costs incurred for the issuance of convertible preferred shares |
| (15,369) | | (3,842) |
| — |
| — | ||||||||
Repurchase of Class B ordinary shares | | (32,677) | | — | | — | | — | ||||||||
Proceeds from issuance of convertible bonds | | — | | — | | 7,073,101 | | 1,015,987 | ||||||||
Costs incurred for the issuance of convertible bonds | | — | | — | | (109,220) | | (15,688) | ||||||||
Net proceeds from the follow-on offerings |
| 7,993,828 |
| 26,805,438 |
| — |
| — | ||||||||
Proceeds from the private placements | | — | | 11,063,339 | | — | | — | ||||||||
Net proceeds from the issuance of convertible bonds | | 6,963,881 | | 13,024,199 | | — | | — | ||||||||
Proceeds from short-term borrowings | | — | | — | | 897,022 | | 128,850 | | 897,022 | | 1,828,923 | | — | | — |
Net cash provided by financing activities |
| 1,398,860 | | 17,344,357 |
| 15,854,731 |
| 2,277,390 | ||||||||
Repayment of short-term borrowings | | — | | (922,897) | | (1,875,472) | | (294,303) | ||||||||
Others | | — | | (6) | | 318 | | 50 | ||||||||
Net cash provided by/ (used in) financing activities |
| 15,854,731 |
| 51,798,996 |
| (1,875,154) |
| (294,253) | ||||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
| (47,681) | | 546,910 |
| 450,142 |
| 64,659 |
| 450,142 |
| (139,943) |
| (145,157) |
| (22,779) |
Increase in cash, cash equivalents and restricted cash |
| 11,109,158 | | 18,110,685 |
| 2,806,171 |
| 403,082 | ||||||||
Cash, cash equivalents and restricted cash at beginning of year |
| 1,319,843 | | 12,429,001 |
| 30,539,686 |
| 4,386,751 | ||||||||
Cash, cash equivalents and restricted cash at end of year |
| 12,429,001 | | 30,539,686 |
| 33,345,857 |
| 4,789,833 | ||||||||
Supplement disclosure of cash flow information : |
| | |
|
|
|
|
| ||||||||
Interest income received |
| 52,150 | | 433,390 |
| 1,211,443 |
| 174,013 | ||||||||
Increase/(decrease) in cash, cash equivalents and restricted cash |
| 2,806,171 |
| 41,497,779 |
| (8,799,665) |
| (1,380,860) | ||||||||
Cash, cash equivalents and restricted cash at beginning of the year |
| 30,539,686 |
| 33,345,857 |
| 74,843,636 |
| 11,744,600 | ||||||||
Cash, cash equivalents and restricted cash at end of the year |
| 33,345,857 |
| 74,843,636 |
| 66,043,971 |
| 10,363,740 | ||||||||
Supplement disclosure of cash flow information： |
|
|
|
|
| |
|
| ||||||||
Interest received |
| 1,211,443 |
| 1,881,812 |
| 2,936,860 |
| 460,857 | ||||||||
| | | | | | | | | | | | | | | | |
Supplement disclosure of non-cash operating activities : | | | | | | | | | ||||||||
Supplement disclosure of non-cash operating activities： | | | | | | | | | ||||||||
Recognition of right-of-use assets and lease liabilities | | — | | — | | 632,507 | | 90,854 | | 632,507 | | 265,821 | | 704,142 | | 110,495 |
| | | | | | | | | | | | | | | | |
Supplement disclosure of non-cash investing activities : |
| | | | | |
| | ||||||||
Supplement disclosure of non-cash investing activities： |
| | | | | |
| | ||||||||
Purchase of property, equipment and software included in accrued expenses and other liabilities | | 198 | | 1,319 | | 2,160 | | 310 | | 2,160 | | 162,641 | | 194,385 | | 30,503 |
Acquisition of intangible asset | | — | | 2,852,370 | | — | | — | ||||||||
Reconciliation of cash, cash equivalents and restricted cash: | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | 3,058,152 | | 14,160,322 | | 5,768,186 | | 828,548 | | 5,768,186 | | 22,421,189 | | 6,426,715 | | 1,008,492 |
Restricted cash | | 9,370,849 | | 16,379,364 |
| 27,577,671 |
| 3,961,285 | | 27,577,671 |
| 52,422,447 |
| 59,617,256 |
| 9,355,248 |
Total cash, cash equivalents and restricted cash in the statements of cash flows |
| 12,429,001 | | 30,539,686 |
| 33,345,857 |
| 4,789,833 |
| 33,345,857 |
| 74,843,636 |
| 66,043,971 |
| 10,363,740 |
The accompanying notes are an integral part of the consolidated financial statements.
F-10F-11
PINDUODUO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands of RMB and US$, except for number of shares and per share data)
1. Organization
| 1. | Organization |
Pinduoduo Inc. (the ‘‘Company’’“Company”) was incorporated in the Cayman Islands on April 20, 2015 under the Cayman Islands Companies Law as an exempted company with limited liability. The Company through its consolidated subsidiaries, variable interest entity (the ‘‘VIE’’“VIE”) and the subsidiaries of the VIE (collectively, the ‘‘Group’’“Group”) are principally engaged in the merchandise sales and the provision of online marketplace to help merchants leverage the power of the internet to engage with their customers in the People’s Republic of China (the ‘‘PRC’’“PRC” or ‘‘China��’“China”). Due to the PRC legal restrictions on foreign ownership and investment in such business, the Company conducts its primary business operations through its VIE and subsidiaries of the VIE. The Company is ultimately controlled by Mr. Zheng Huang (the ‘‘Founder’’) since its establishment.
As of December 31, 2019,2021, the details of the Company’s major subsidiaries, consolidated VIE and the subsidiaries of the VIE are as follows:
| | | | | | | | | | |
|
| |
| |
| Percentage of |
| | ||
| | Date of | | Place of | | ownership by the | | Principal | ||
Entity | | incorporation | | incorporation | | Company | | activities | ||
| | | | | | Direct |
| Indirect | | |
Subsidiaries: |
|
|
|
|
|
|
|
|
|
|
HongKong Walnut Street Limited | | April 28, 2015 |
| Hong Kong |
| 100 | % | — |
| Holding company |
Hangzhou Weimi Network Technology Co., Ltd. | | May 28, 2015 |
| PRC |
| 100 | % | — |
| Technology research and development |
Walnut Street (Shanghai) Information Technology Co., Ltd. (“Walnut Shanghai”) | | January 25,2018 |
| PRC |
| 100 | % |
|
| Technology research and development |
Shenzhen Qianhai Xinzhijiang Information Technology Co., Ltd. (“Xinzhijiang”) | | April 25, 2018 | | PRC | | 100 | % | — | | E-commerce platform |
Shanghai Yucan Information Technology Co., Ltd. | | September 14, 2020 | | PRC | | 100 | % | — | | E-commerce platform |
| | | | | | | | | | |
VIE: | |
|
|
|
|
|
|
|
|
|
Hangzhou Aimi Network Technology Co., Ltd. | | April 14, 2015 |
| PRC |
| — |
| 100 | % | E-commerce platform |
| | | | | | | | | | |
VIE’s subsidiary: | |
|
|
|
|
|
|
|
|
|
Shanghai Xunmeng Information Technology Co., Ltd. | | January 9, 2014 |
| PRC |
| — |
| 100 | % | E-commerce platform |
In June 2016, the Company obtained 100% equity interest
F-12
PINDUODUO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in Shanghai Xunmeng which was controlled by the Founder since its establishment. The transaction undertaken by the Companythousands of RMB and the Founder to restructure the Group was accountedUS$, except for as a legal reorganizationnumber of entities under common control in a manner similar to a pooling of interest using historical cost. The accompanying consolidated financial statements have been prepared as if the current corporate structure had been in existence throughout the periods presented.shares and per share data)
| 1. | Organization (Continued) |
The VIE agreements
The PRC laws and regulations currently place certain restrictions on foreign ownership of companies that engage in internet content and other restricted businesses. To comply with PRC laws and regulations, the Group conducts the majority of its business in China through the VIE and subsidiaries of the VIE. Despite the lack of technical majority ownership, the Company has effective control of the VIE through a series of contractual arrangements (the "Contractual Agreements’’“Contractual Agreements”) and a parent-subsidiary relationship exists between the Company and the VIE. The equity interests of the VIE are legally held by PRC individuals (the ‘‘Nominee Shareholders’’“Nominee Shareholders”). Through the Contractual Agreements, the Nominee Shareholders of the VIE effectively assigned all of their voting rights underlying their equity interests in the VIE to the Company, via the WFOE, and therefore, the Company has the power to direct the activities of the VIE that most significantly impact its economic performance. The Company also has the right to receive economic benefits and obligations to absorb losses from the VIE, via the WFOE, that potentially could be significant to the VIE. Based on the above, the Company consolidates the VIE in accordance with SEC Regulation SX-3A-02 and ASC810-10, Consolidation: Overall.
F-11
Table of Contents
PINDUODUO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of RMB and US$, except for number of shares and per share data)
1. Organization (Continued)
The VIE agreements (Continued)Overall.
The following is a summary of the Contractual Agreements:
Exclusive Option Agreements Pursuant to the Exclusive Option Agreements entered into among the Nominee Shareholders, the VIE and the WFOE, the Nominee Shareholders granted to the WFOE or its designees proxy of shareholders rights and voting rights of their respective equity interests in the VIE. The WFOE has the sole discretion as to when to exercise the options, whether in part or full. The exercise price of the options to purchase all or part of the equity interests in the VIE will be the minimum amount of consideration permitted by the applicable PRC laws. Any proceeds received by the Nominee Shareholders from the exercise of the options shall be remitted to the WFOE or its designated party, to the extent permitted under PRC laws. The Exclusive Option Agreements will remain in effect until all the equity interests in VIE held by Nominee Shareholders are transferred to the WFOE or its designated party. The WFOE may terminate the Exclusive Option Agreements at its sole discretion, whereas under no circumstances may the VIE or the Nominee Shareholders terminate the agreements.
Equity Pledge Agreement Pursuant to the Equity Pledge Agreement entered into among the WFOE (the ''Pledge Agreement''”Pledge Agreement”), the Nominee Shareholders and the VIE, the Nominee Shareholders pledged all of their equity interests in the VIE to the WFOE as collateral to secure their obligations under the Contractual Agreements. The Nominee Shareholders further undertake that they will remit any distributions in connection with such shareholders’ equity interests in the VIE to the WFOE, to the extent permitted by PRC laws. If the VIE or any of their Nominee Shareholders breach any of their respective contractual obligations under the above agreements, the WFOE, as the pledgee, will be entitled to certain rights, including the right to sell, transfer or dispose of the pledged equity interest. The Nominee Shareholders of the VIE agree not to create any encumbrance on or otherwise transfer or dispose of their respective equity interest in the VIE, without the prior consent of the WFOE. The Equity Pledge Agreement will be valid until the VIE and the shareholders fulfill all the contractual obligations under the Contractual Agreements in full and the pledged equity interests have been transferred to the WFOE and/or its designee.
F-13
PINDUODUO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of RMB and US$, except for number of shares and per share data)
| 1. | Organization (Continued) |
The VIE agreements (Continued)
Shareholders’ Voting Rights Proxy Agreement Pursuant to the Shareholders’ Voting Rights Proxy Agreement entered into among the Nominee Shareholders, the VIE and the WFOE (the ''Proxy Agreement''”Proxy Agreement”), the Nominee Shareholders authorized the WFOE or its designated party to (1) act on behalf of the Nominee Shareholders as exclusive agent and attorney with all respect to all matters concerning the shareholding including but not limited to attend shareholders’ meetings of the VIE; (2) exercise all the shareholders’ rights, including voting rights; and (3) designate and appoint on behalf of each shareholder and the senior management members of the VIE. The proxy remains irrevocable and continuously valid from the date of execution so long as each Nominee Shareholder remains as a shareholder of the VIE. The proxy agreements were subsequently reassigned to the Company.
Exclusive Consulting and Services Agreement Pursuant to the Exclusive Consulting and Services Agreement (the ''Consulting”Consulting and Services Agreement''Agreement”), WFOE retains exclusive right to provide to the VIE the technical support and consulting services, including but not limited to, technology development and maintenance service, marketing consulting service and administrative consulting service. WFOE owns the intellectual property rights developed in the performance of the agreement. In exchange for these services, WFOE is entitled to charge the VIE annual service fees which typically amount to what would be substantially all of the VIE’s pre-tax profits, resulting in a transfer of substantially all of the profits from the VIE to the WFOE. The term of the agreement is 10 years, expiring on June 5, 2025, which will be automatically renewed every ten-year thereafter if the WFOE does not provide notice of termination to the Nominee Shareholders three months prior to expiration.
F-12
Table of Contents
PINDUODUO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of RMB and US$, except for number of shares and per share data)
1. Organization (Continued)
The VIE agreements (Continued)
Financial support undertaking letter The Company and the VIE entered into a financial support undertaking letter pursuant to which, the Company is obligated and hereby undertakes to provide unlimited financial support to the VIE, to the extent permissible under the applicable PRC laws and regulations, whether or not any such operational loss is actually incurred. The Company will not request repayment of the loans or borrowings if the VIE or its shareholders do not have sufficient funds or are unable to repay.
In the opinion of the Company’s management and PRC counsel, (i) the ownership structure of the Group, including its subsidiaries, the VIE and the subsidiaries of the VIE, is not in violation with any applicable PRC laws and (ii) each of the VIE agreements is legal, valid, binding and enforceable to each party of such agreements in accordance with its terms and applicable PRC Laws.
However, uncertainties in the PRC legal system could cause the relevant regulatory authorities to find the current Contractual Agreements and businesses to be in violation of any existing or future PRC laws or regulations. If the Company, the WFOE or any of its current or future VIE are found in violation of any existing or future laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion in dealing with such violations, which may include, but not limited to, revocation of business and operating licenses, being required to discontinue or restrict its business operations, restriction of the Group’s right to collect revenues, being required to restructure its operations, imposition of additional conditions or requirements with which the Group may not be able to comply, or other regulatory or enforcement actions against the Group that could be harmful to its business. The imposition of any of these or other penalties may result in a material and adverse effect on the Group’s ability to conduct its business. In addition, if the imposition of any of these penalties causes the Company to lose the rights to direct the activities of the VIE or the right to receive their economic benefits, the Company would no longer be able to consolidate the VIE.
F-14
PINDUODUO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of RMB and US$, except for number of shares and per share data)
| 1. | Organization (Continued) |
The VIE agreements (Continued)
In addition, if the VIE or the Nominee Shareholders fail to perform their obligations under the Contractual Agreements, the Group may have to incur substantial costs and expend resources to enforce the primary beneficiary’ rights under the contracts. The Group may have to rely on legal remedies under PRC laws, including seeking specific performance or injunctive relief and claiming damages, which may not be effective. All of the Contractual Agreements are governed by PRC laws and provide for the resolution of disputes through arbitration in the PRC. Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes would be resolved in accordance with PRC legal procedures. The legal system in PRC is not as developed as in other jurisdictions, such as the United States. As a result, uncertaintiesUncertainties in the PRC legal system could limit the Group’s ability to enforce these contractual arrangements. Under PRC laws, rulings by arbitrators are final, parties cannot appeal the arbitration results in courts, and prevailing parties may only enforce the arbitration awards in PRC courts through arbitration award recognition proceedings, which would incur additional expenses and delay. In the event the Group is unable to enforce the Contractual Agreements, the primary beneficiary may not be able to exert effective control over its VIE, and the Group’s ability to conduct its business may be negatively affected.
The VIE and its subsidiaries contributed to 100%58.5%, 77.3%65.1% and 58.5%59.3% of the Group’s consolidated revenues for the years ended December 31, 2017, 20182019, 2020 and 2019,2021, respectively. As of December 31, 20182020 and 2019,2021, the VIE and its subsidiaries accounted for an aggregate of 53.1%48.2% and 54.1%48.7%, respectively of the consolidated total assets, and 96.9%80.5% and 86.4%83.2%, respectively of the consolidated total liabilities.
Other revenue-producing assets held by the VIE and its subsidiaries mainly include licenses, such as the internet content provision license and internally-developed intangible assets including trademarks, patents, copyrights and domain names.
F-13F-15
PINDUODUO INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of RMB and US$, except for number of shares and per share data)
| 1. | Organization (Continued) |
1. Organization (Continued)
Other revenue-producing assets held by theThe VIE and its subsidiaries mainly include licenses, such as the internet content provision license and internally-developed intangible assets including trademarks, patents, copyrights and domain names.agreements (Continued)
The following tables represent the financial information for the VIE as of December 31, 20182020 and 20192021 and for the years ended December 31, 2017, 20182019, 2020 and 20192021 before eliminating the inter-company balances and transactions between the VIE, the subsidiaries of the VIE and other entities within the Group:
| | | | | | | | | | | | |
| | As of December 31, | | As of December 31, | ||||||||
| | 2018 | | 2019 | | 2020 | | 2021 | ||||
|
| RMB |
| RMB |
| US$ |
| RMB |
| RMB |
| US$ |
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
| | | | | | | | | | | | |
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
| 3,529,316 |
| 2,816,894 |
| 404,622 |
| 3,593,192 |
| 2,430,440 |
| 381,389 |
Restricted cash |
| 16,379,364 |
| 27,528,793 |
| 3,954,264 |
| 52,148,852 |
| 59,402,079 |
| 9,321,482 |
Receivables from online payment platforms |
| 247,586 |
| 1,050,974 |
| 150,963 |
| 726,063 |
| 668,953 |
| 104,973 |
Short-term investments |
| 1,300,000 |
| 6,560,665 |
| 942,381 |
| 7,026,442 |
| 12,306,340 |
| 1,931,133 |
Amounts due from related parties (i) |
| 1,018,963 |
| 2,360,267 |
| 339,031 |
| 3,999,612 |
| 4,198,391 |
| 658,819 |
Amounts due from Group companies | | 565,101 | | 3,337,273 | | 479,369 | | 9,932,418 | | 40,425,872 | | 6,343,701 |
Prepayments and other current assets |
| 441,590 |
| 295,377 |
| 42,428 |
| 4,062,849 |
| 1,330,772 |
| 208,827 |
Total current assets |
| 23,481,920 |
| 43,950,243 |
| 6,313,058 |
| 81,489,428 |
| 120,762,847 |
| 18,950,324 |
|
| �� |
|
|
|
|
|
|
| |
|
|
Non-current assets |
| | | | | |
| | | | | |
Property, equipment and software, net |
| 16,578 |
| 27,719 |
| 3,982 |
| 186,403 |
| 2,116,566 |
| 332,135 |
Intangible asset | | — | | 27,163 | | 4,262 | ||||||
Right-of-use assets |
| — |
| 452,883 |
| 65,053 |
| 468,387 |
| 417,455 |
| 65,508 |
Deferred tax assets | | — | | 19,908 | | 3,124 | ||||||
Other non-current assets |
| — |
| 60,306 |
| 8,662 |
| 4,380,476 |
| 5,300,938 |
| 831,833 |
Total non-current assets |
| 16,578 |
| 540,908 |
| 77,697 |
| 5,035,266 |
| 7,882,030 |
| 1,236,862 |
Total assets | | 23,498,498 |
| 44,491,151 |
| 6,390,755 | | 86,524,694 |
| 128,644,877 |
| 20,187,186 |
| | | | | | | | | | | | |
| | As of December 31, | | As of December 31, | ||||||||
| | 2018 | | 2019 | | 2020 | | 2021 | ||||
|
| RMB |
| RMB |
| US$ |
| RMB |
| RMB |
| US$ |
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Amounts due to related parties (i) |
| 458,147 |
| 1,502,892 |
| 215,877 |
| 3,385,863 |
| 1,962,029 |
| 307,885 |
Amounts due to Group companies |
| 1,575,534 |
| 5,393,858 |
| 774,779 |
| 9,759,506 |
| 27,978,153 |
| 4,390,383 |
Customer advances and deferred revenues |
| 190,382 |
| 605,969 |
| 87,042 |
| 2,422,907 |
| 1,158,738 |
| 181,831 |
Payable to merchants |
| 17,275,934 |
| 29,657,227 |
| 4,259,994 |
| 53,417,259 |
| 61,947,517 |
| 9,720,917 |
Accrued expenses and other liabilities |
| 1,500,951 |
| 3,420,728 |
| 491,358 |
| 6,999,827 |
| 9,360,166 |
| 1,468,814 |
Merchant deposits |
| 4,188,273 |
| 7,840,912 |
| 1,126,277 |
| 10,926,319 |
| 13,360,409 |
| 2,096,540 |
Short-term borrowings | | — | | 898,748 | | 129,097 | | 1,866,316 | | — | | — |
Lease liabilities | | — | | 90,523 | | 13,003 | | 134,131 | | 138,667 | | 21,760 |
Total current liabilities | | 25,189,221 | | 49,410,857 | | 7,097,427 | | 88,912,128 | | 115,905,679 | | 18,188,130 |
Lease liabilities | | — | | 382,673 | | 54,968 | | 366,834 | | 305,068 | | 47,872 |
Deferred tax liabilities | | — | | 19,217 | | 3,016 | ||||||
Total non-current liabilities |
| — |
| 382,673 |
| 54,968 |
| 366,834 |
| 324,285 |
| 50,888 |
Total liabilities |
| 25,189,221 |
| 49,793,530 |
| 7,152,395 |
| 89,278,962 |
| 116,229,964 |
| 18,239,018 |
i) Information with respect to related parties is discussed in Note 19.F-16
F-14