Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM
20-F

(Mark One)

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g)(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018.

2022.

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report. . . . . . . . . . . . . . . . . . .

report

For the transition period from                to

Commission file number:
001-38587

Aurora Mobile Limited
(Exact name of Registrant as specified in its charter)

N/A
(Translation of Registrant’s name into English)

Cayman Islands
(Jurisdiction of incorporation or organization)

3/

14/F, China Certification and Inspection Building,
No. 7, Zhiheng Industrial Park

No. 15, Guankou6, Keji South 12th Road, 2, Anle Community, Nantou Street, Nanshan District

Shenzhen, Guangdong 518052
518057
People’s Republic of China

(Address of principal executive offices)

Shan-Nen Bong,
Chief Financial Officer

3/ 14/F, China Certification and Inspection Building,

No. 7, Zhiheng Industrial Park

No. 15, Guankou6, Keji South 12th Road, 2, Anle Community, Nantou Street, Nanshan District

Shenzhen, Guangdong 518052
518057
People’s Republic of China
Phone: +86
755-8388-1462
Email:
bongsn@jiguang.cn
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Act.

Title of Each Class

Trading Symbol
Name of Each Exchange On Which Registered

American depositary shares, every three of which represent two Class A common shares
JG
The Nasdaq Stock Market LLC (The Nasdaq Global Market)
Class A common shares, par value US$0.0001 per share*

*
Not for trading, but only in connection with the listing on the Nasdaq Global Market of American depositary shares.

The Nasdaq Stock Market LLC

(The Nasdaq Global Market)

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Act.

None
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Act.

None
(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

As of December 31, 2018,2022, there were 76,548,01279,732,160 common shares outstanding, par value of US$0.0001 per share, being the sum of 59,547,82362,731,971 Class A common shares (excluding treasury shares), par value of US$0.0001 per share and 17,000,189 Class B common shares, par value of US$0.0001 per share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.       Yes       No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.      Yes      No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      Yes      No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).      Yes      No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, or an emerging growth company. See the definitionsdefinition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Non-accelerated
filer
Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  ☐

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the Financial Accounting Standards Boardregistered public accounting firm that prepared or issued its audit report.  ☐
If securities are registered pursuant to its Accounting Standards Codification after April 5, 2012.

Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.  ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b).  ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP  

International Financial Reporting Standards as issued

Other  

by the International Accounting Standards Board

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.      Item 17      Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act).      Yes      No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.      Yes      No


TABLE OF CONTENTS

 


Table of Contents

TABLE OF CONTENTS

INTRODUCTION

1

FORWARD-LOOKING STATEMENTS

2

PARTPart I

3

Item 1.

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

3

Item 2.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

3

Item 3.

ITEM 3. KEY INFORMATION

3

Item 4.

ITEM 4. INFORMATION ON THE COMPANY

35

63

Item 4A.

ITEM 4A. UNRESOLVED STAFF COMMENTS

61

101

Item 5.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

61

101

Item 6.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

77

123

Item 7.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

85

133

Item 8.

ITEM 8. FINANCIAL INFORMATION

88

135

Item 9.

ITEM 9. THE OFFER AND LISTING

89

136

Item 10.

ITEM 10. ADDITIONAL INFORMATION

89

136

Item 11.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

98

147

Item 12.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

99

148

PART II.Part II

101

149

Item 13.

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

101

149

Item 14.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

101

149

Item 15.

ITEM 15. CONTROLS AND PROCEDURES

101

149

Item 16A.

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

102

150

Item 16B.

ITEM 16B. CODE OF ETHICS

102

150

Item 16C.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

103

151

Item 16D.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

103

151

Item 16E.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

103

151

Item 16F.

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT151

Item 16G.

CORPORATE GOVERNANCE152

Item 16H.

MINE SAFETY DISCLOSURE152

103Item 16I.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS152

ITEM 16G. CORPORATE GOVERNANCEPart III

104

153

ITEM 16H. MINE SAFETY DISCLOSUREItem 17.

104

FINANCIAL STATEMENTS
153

PART III.Item 18.

105

FINANCIAL STATEMENTS
153

ITEM 17. FINANCIAL STATEMENTSItem 19.

105

ITEM 18. FINANCIAL STATEMENTSEXHIBITS

105

ITEM 19. EXHIBITS

153

105


Table of Contents

INTRODUCTIONINTRODUCTION

Unless otherwise indicated and except where the context otherwise requires, references in this annual report on Form 20-F to:

“ADSs” are to our American depositary shares, every three of which represent two Class A common shares;

Aurora,” “we,” “us,” “our company” and “our”Aurora” are to Aurora Mobile Limited, our Cayman Islands holding company, and its subsidiaries and its consolidated variable interest entity;company;

“BVI” are to the British Virgin Islands;

“China” or the “PRC” are to the People’s Republic of China, excluding, for the purposes of this annual report only,including Hong Kong Macau and Taiwan;Macau;

“Class A common shares” are to our Class A common shares of par value US$0.0001 per share;

“Class B common shares” are to our Class B common shares of par value US$0.0001 per share;

“common shares” are to our common shares, par value US$0.0001 per share;

“cumulative app installations” as of a certain date are to the cumulative number of apps that have installed one or more of the SDKs offered as part of our developer services as of the same date;

“cumulative SDK installations” as of a certain date are to the cumulative number of times the SDKs offered as part of our developer services that are integrated into mobile apps have been downloaded and installed on mobile devices as of the same date. If an SDK is integrated into an app and the app is downloaded and installed on a specific mobile device, that specific single installation counts as one SDK installation. Moreover, the same SDK may be integrated into multiple apps installed on a single mobile device, and an app installed on a mobile device may have integrated more than one of our SDKs. Both scenarios count as multiple SDK installations;

“customers” in a given period are to those that purchase at least one of our paid-for SAAS Businesses or targeted marketing during the same period. We treat each contracting party as a separate customer although it is possible that a company may have more than one contracting party to enter into contracts with us and multiple entities within one corporate group may use the same contracting party to enter into contracts with us;

“customers” in a given period are to those that purchase at least one of our paid-for developer services or data solutions during the same period. We treat each contracting party as a separate customer although it is possible that a company may have more than one contracting party to enter into contracts with us and multiple entities within one corporate group may use the same contracting party to enter into contracts with us;

“monthly active SDKs” in a given period are to the number of SDKs offered as part of our developer services and integrated into apps that have been installed on mobile devices, which have established active connection with our servers in the last month of the same period;

“monthly active unique mobile devices” in a given period are to the number of unique mobile devices that have at least one app establishing active connection with our servers in the last month of the same period;

“our SAAS Businesses” are to our developer services and vertical applications;

VIE” are to Shenzhen Hexun Huagu Information Technology Co., Ltd., or Hexun Huagu;

“our WFOE” are to JPush Information Consultation (Shenzhen) Co., Ltd., or Shenzhen JPush;

“RMB” and “Renminbi” are to the legal currency of mainland China; and

“SAAS” are to Software-as-a-Service;

“US$,” “U.S. dollars,” “$,” and “dollars” are to the legal currency of the United States.States; and

“we,” “us,” “our company” and “our” are to Aurora Mobile Limited, our Cayman Islands holding company, and its subsidiaries.

Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this annual report are made at a rate of RMB6.8755RMB6.8972 to US$1.00, the exchange rate in effect as of December 28, 201830, 2022 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.

1


Table of Contents

FORWARD-LOOKINGFORWARD-LOOKING STATEMENTS

This annual report on Form 20-F contains forward-looking statements that relate to our current expectations and views of future events. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigations Reform Act of 1995.

You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:

our goals and strategies;

our future business development, financial conditions and results of operations;

the expected growth of the mobile internet industry and the mobile app developer services market in China;

the expected growing application of big data technology in China, including in areas such as mobile online marketing, financial risk management, market intelligence and location-based intelligence services;

our expectations regarding demand for and market acceptance of our developer servicesSAAS Businesses and data solutions;targeted marketing;

our expectations regarding our relationships with app developers, customers, strategic partners and other stakeholders;

competition in our industry; and

relevant government policies and regulations relating to our industry.

You should read this annual report and the documents that we refer to in this annual report and have filed as exhibits to this annual report completely and with the understanding that our actual future results may be materially different from what we expect. Other sections of this annual report discuss factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

 

2


Table of ContentsPART I

 

Item 1.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2.

Item 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM

Item 3.

KEY INFORMATION

Our Holding Company Structure and Contractual Arrangements with the VIE

Aurora Mobile Limited is not an operating company in China but a Cayman Islands holding company with no equity ownership in its variable interest entity, or VIE. We conduct our operations in mainland China primarily through our subsidiaries incorporated in mainland China, or mainland China subsidiaries, and the VIE with which we have maintained contractual arrangements. Our value-added telecommunications services businesses in the mainland China have been conducted through the VIE in order to comply with the laws and regulations of mainland China, which restrict and impose conditions on foreign direct investment in companies involved in the provision of such businesses. Accordingly, we operate these businesses in mainland China through the VIE, and such structure is used to provide investors with exposure to foreign investment in China-based companies where laws and regulations in mainland China prohibit or restrict direct foreign investment in certain operating companies, and rely on contractual arrangements among our mainland China subsidiaries, the VIE and their shareholders to control the business operations of the VIE. Investors in our ADSs are not purchasing equity interest in our operating entities in mainland China but instead are purchasing equity interest in a holding company incorporated in the Cayman Islands. As used in this annual report, “Aurora” refers to Aurora Mobile Limited, and “we,” “us,” “our company,” or “our” refers to Aurora Mobile Limited and its subsidiaries. We refer to Shenzhen Hexun Huagu Information Technology Co., Ltd., or Hexun Huagu, as “the VIE,” and to JPush Information Consultation (Shenzhen) Co., Ltd., or Shenzhen JPush, as “our WFOE” in this annual report.

We, through our WFOE, have entered into a series of contractual arrangements with the VIE and the nominee shareholders of the VIE. These contractual arrangements enable us to: (i) direct the activities of the VIE, (ii) receive the economic benefits that could potentially be significant to the VIE in consideration for the services provided by our WFOE; and (iii) hold an exclusive option to purchase all or part of the equity interests in and assets of the VIE when and to the extent permitted by the laws of mainland China. Because of these contractual arrangements, we are considered the primary beneficiary of the VIE and hence consolidate its financial results with ours under U.S. GAAP for accounting purpose. In 2020, 2021 and 2022, we derived 97.7%, 95.0% and 96.7% of our external revenues from the VIE, respectively.

These contractual agreements include exclusive option agreements, exclusive business cooperation agreement, financial support agreement, shareholder voting proxy agreement and equity interest pledge agreements. Pursuant to the exclusive option agreements, each shareholder of the VIE has irrevocably granted our WFOE an exclusive option to purchase all or part of his equity interests in the VIE, and the VIE has irrevocably granted our WFOE an exclusive option to purchase all or part of its assets. Pursuant to the exclusive business cooperation agreement, our WFOE has the exclusive right to provide the VIE comprehensive business support, technical services, consulting services and other services. Pursuant to the financial support agreement, we undertake to provide unlimited financial support to the VIE to the extent permissible under the applicable laws and regulations of mainland China, whether or not any operational loss is actually incurred by the VIE. Each of the shareholders of the VIE has also executed a shareholder voting proxy agreement to irrevocably authorize our company to act as his attorney-in-fact to exercise all of his rights as a shareholder of the VIE. Pursuant to the equity interest pledge agreements, the shareholders of the VIE have pledged 100% equity interests in the VIE to our WFOE to guarantee performance by the shareholders of their obligations under the exclusive option agreements, the shareholder voting proxy agreement and the financial support agreement, as well as the performance by the VIE of its obligations under the exclusive business cooperation agreement and the exclusive option agreements. For a summary of the material provisions of the contractual arrangements, see “Item 4. Information on the Company—C. Organizational Structure.”

3


However, the contractual arrangements may not be as effective as direct ownership in directing the business operations of the VIE and we may incur substantial costs to enforce the terms of the arrangements. In addition, these agreements have not been tested in mainland China courts. See “Item 3. KEY INFORMATIONKey Information—D. Risk Factors—Risks Related to Our Corporate Structure—We rely on contractual arrangements with the VIE and its shareholders for substantially all of our and the VIE’s business operation, which may not be as effective as direct ownership” and “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—The shareholders of the VIE may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.”

The legal environment in the mainland China is not as developed as in other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability, as a Cayman holding company, to enforce these contractual arrangements and doing so may be quite costly. There are also substantial uncertainties regarding the interpretation and application of current and future laws, regulations and rules of mainland China regarding the status of the rights of our Cayman Islands holding company with respect to its contractual arrangements with the VIE and its shareholders. It is uncertain whether any new laws or regulations of mainland China relating to variable interest entity structures will be adopted or if adopted, what they would provide. If we or the VIE are found to be in violation of any existing or future laws or regulations of mainland China, or fail to obtain or maintain any of the required permits or approvals, the relevant regulatory authorities of mainland China would have broad discretion to take action in dealing with such violations or failures. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Uncertainties with respect to the legal system and changes in laws and regulations in mainland China could adversely affect us,” “—Risks Related to Our Corporate Structure—If the PRC government finds that the agreements that establish the structure for operating some of our or the VIE’s business operations in mainland China do not comply with regulations of mainland China 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 interest in those operations,” and “—Our business may be significantly affected by the newly enacted PRC Foreign Investment Law of mainland China.”

Our corporate structure is subject to risks associated with our contractual arrangements with the VIE. If the PRC government deems that our contractual arrangements with the VIE do not comply with regulatory restrictions of mainland China on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. Our holding company, our mainland China subsidiaries and VIE, and investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the VIE and, consequently, significantly affect the financial performance of the VIE and our company as a whole. For a detailed description of the risks associated with our corporate structure, please refer to risks disclosed under “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure.”

In addition, the VIE is owned principally by Mr. Weidong Luo, who holds 80% of the VIE. Mr. Luo also has 76. 1% of the total voting power of Aurora. Accordingly, the enforceability of the various contracts described above by our company against the VIE is dependent upon Mr. Luo. If he fails to perform his obligations under the contractual arrangements, we could be unable to enforce the contractual arrangements that enable us to direct the business operations of the VIE. If this happens, we would need to deconsolidate the VIE. The majority of our assets, including the necessary licenses to conduct business in mainland China are held by the VIE. A significant part of our revenues is generated by the VIE. An event that results in the deconsolidation of the VIE would have a material effect on our operations and result in the value of the securities diminish substantially or even become worthless. For a detailed description of the risks associated with our corporate structure, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure.”

We face various risks and uncertainties related to doing business in mainland China. Our and the VIE’s business operations are primarily conducted in mainland China, and we are subject to complex and evolving laws and regulations of mainland China. For example, we face risks associated with regulatory approvals on offshore offerings, anti-monopoly regulatory actions, and oversight on cybersecurity and data privacy as disclosed in this annual report. This may impact our ability to conduct certain businesses, accept foreign investments, or list on a United States or other foreign exchange. These risks could result in a material adverse change in our operations and the value of our ADSs, significantly limit or completely hinder our ability to continue to offer securities to investors, or cause the value of such securities to significantly decline. For a detailed description of risks related to doing business in China, please refer to risks disclosed under “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China.”

4


PRC government’s significant authority in regulating our operations and its oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Implementation of industry-wide regulations, including data security or anti-monopoly related regulations, in this nature may cause the value of such securities to significantly decline. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The PRC government’s significant oversight over our or the VIE’s business operation could result in a material adverse change in our and the VIE’s operations and the value of our ADSs.”

Permissions Required from the PRC Authorities for Our Operations

We conduct our business in mainland China through our subsidiaries and the VIE in mainland China. The operations of our subsidiaries and the VIE in mainland China are governed by laws and regulations of mainland China. As of the date of this annual report, and except otherwise disclosed in this annual report, our mainland China subsidiaries and the VIE have obtained the requisite licenses and permits from the PRC government authorities that are material for the business operations of our holding company and the VIE in mainland China, including, among others, two value-added telecommunication business licenses covering different scope of operations and a foreign-related investigation license. The VIE may also be required to obtain the personal credit reporting business license. The PRC government has adopted several regulations governing personal credit reporting businesses. According to the Administrative Regulations on the Credit Reporting Industry, which was promulgated by the State Council and became effective in 2013, “personal credit reporting business” means the activities of collecting, organizing, storing and processing “information related to the credit standing” of individuals as well as providing the information to others, and a “credit reporting agency” refers to a duly established agency whose primary business is credit reporting. Under the Administrative Regulations on the Credit Reporting Industry and the Administrative Measures for Credit Reporting Agencies, the latter of which was promulgated by the People’s Bank of China and became effective in 2013, no entity may engage in personal credit reporting business without approval by the credit reporting industry regulatory department under the State Council. On September 27, 2021, the People’s Bank of China, or the PBOC, promulgated the Administrative Measures for Credit Information Services, or the Credit Information Services Measures, which took effect on January 1, 2022. Pursuant to the Credit Information Services Measures, Credit Information Services, shall mean the collection, sorting, retention, and processing of credit information of enterprises and individuals, and the provision of the foregoing information to information users. Credit information, shall mean the basic individual information, lending information and other relevant information used for identification and determination of creditworthiness status of enterprises and individuals, and collected pursuant to the law for the purpose of providing services for financial activities, as well as the analyzed and evaluated information formed based on the foregoing information. Persons engaging in personal credit information services shall obtain the personal credit information organization license issued by the PBOC pursuant to the Credit Information Services Measures. The VIE provides financial risk management solutions to financial institutions as well as emerging technology companies based on device-level mobile behavior data. Due to the lack of further interpretations of the current regulations governing personal credit reporting businesses, the exact definition and scope of “information related to credit standing” and “personal credit reporting business” under the current regulations are unclear. It is therefore uncertain whether the VIE would be deemed to engage in personal credit reporting business because of the VIE’s financial risk management solutions. As of the date of this annual report, we and the VIE have not been subject to any fines or other penalties under any laws or regulations of mainland China related to personal credit reporting business. See “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations on Credit Reporting.” Given the uncertainties of interpretation and implementation of relevant laws and regulations and the enforcement practice by relevant government authorities, we and the VIE may be required to obtain additional licenses, permits, filings or approvals for the functions and services of our platform in the future. For more detailed information, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—We and the VIE may be adversely affected by the complexity, uncertainties and changes in the regulation of internet-related businesses and companies in mainland China, and any lack of requisite approvals, licenses or permits applicable to our and the VIE’s business may have a material adverse effect on our and the VIE’s business and results of operations.”

5


Furthermore, except as disclosed in this annual report, in connection with our issuance of securities to foreign investors, under current laws, regulations and regulatory rules of mainland China, as of the date of this annual report, we, our mainland China subsidiaries and the VIE, (i) are not required to obtain permissions from the China Securities Regulatory Commission, or the CSRC, and (ii) have not received or were denied such requisite permissions by any PRC authority. We and the VIE are subject to the risks of uncertainty of any future actions of the PRC government in this regard including the risk that we inadvertently conclude that the permission or approvals discussed here are not required, that applicable laws, regulations or interpretations change such that we and the VIE are required to obtain approvals in the future.

However, the PRC government has recently indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers. On December 28, 2021, the Cyberspace Administration of China, or the CAC, together with other authorities, jointly promulgated the Measures for Cybersecurity Reviews, or the Cybersecurity Review Measures, which became effective on February 15, 2022, and replaces its predecessor regulation. Pursuant to the Cybersecurity Review Measures, critical information infrastructure operators that procure internet products and services must be subject to the cybersecurity review if their activities affect or may affect national security. The Cybersecurity Review Measures further stipulate that network platform operators that hold personal information of over one million users shall apply with the Cybersecurity Review Office for a cybersecurity review before any public offering at a foreign stock exchange. The Cybersecurity Review Measures remain unclear on whether the relevant requirements will be applicable to further equity or debt offerings by companies that have completed the initial public offering in the United States. In addition to the potential review before foreign listings, the CAC has the discretion to initiate cybersecurity review on data processing activities which are deemed to affect or may affect national security. Thus, we cannot preclude the possibility that we would be subject to such ex officio security reviews, and it is uncertain whether the fact of us being listed in the United States would increase such a possibility. On November 14, 2021, the CAC released the Regulations on the Network Data Security (Draft for Comments), or the Draft Regulations. The Draft Regulations provided that data processors refer to individuals or organizations that autonomously determine the purpose and the manner of processing data. If a data processor that processes personal data of more than one million users would like to list overseas, it shall apply for a cybersecurity review according to the Draft Regulations. Besides, data processors that are listed overseas shall carry out an annual data security assessment. As the Draft Regulations is released for public comment only, and its provisions and anticipated adoption or effective date may be subject to change and thus its interpretation and implementation remain substantially uncertain. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Our and the VIE’s business generates and processes a large amount of data, and we and the VIE 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 and the VIE’s business and prospects.”

Under the Cybersecurity Review Measures and other cybersecurity laws and regulations of mainland China, critical information infrastructure operators that intend to purchase internet products and services that affect or may affect national security must be subject to the cybersecurity review. As advised by our PRC legal counsel, the PRC governmental authorities may have wide discretion in the interpretation and enforcement of these laws, including the interpretation of the scope of “critical information infrastructure operators.” See “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations on Information Security—Regulations on Personal Information Protection.” In addition, the Cybersecurity Review Measures also stipulate that any internet platform operator carrying out data processing activities that affect or may affect national security should also be subject to the cybersecurity review. In anticipation of the strengthened implementation of cybersecurity laws and regulations and the continued expansion of our and the VIE’s business, we and the VIE face potential risks if we and the VIE are deemed as a critical information infrastructure operator under the cybersecurity laws and regulations of mainland China. In such case, we and the VIE must fulfill certain obligations as required under the cybersecurity laws and regulations of mainland China, including, among others, storing personal information and important data collected and produced within the mainland China territory during our operations in mainland China, which we and the VIE have fulfilled in our and the VIE’s business, and we and the VIE may be subject to review when purchasing internet products and services. We and the VIE may be subject to review when conducting data processing activities, and may face challenges in addressing its requirements and make necessary changes to our internal policies and practices in data processing. As of the date of this annual report, we and the VIE have not been involved in any investigations on cybersecurity review made by the Cyberspace Administration of China on such basis, and we and the VIE have not received any inquiry, notice, warning, or sanctions in such respect.

6


On July 6, 2021, the relevant PRC governmental authorities made public the Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies. As these opinions are recently issued, official guidance and related implementation rules have not been issued yet and the interpretation of these opinions remains unclear at this stage. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The approval and/or other requirements of the CSRC or other PRC governmental authorities may be required in connection with an offering under rules, regulations or policies of mainland China, and, if required, we and the VIE cannot predict whether or how soon we will be able to obtain such approval.” As of the date of this annual report, we and the VIE have not received any inquiry, notice, warning, or sanctions regarding offshore offering from the CSRC or any other PRC governmental authorities.

On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, which took effective on March 31, 2023. According to the Trial Measures, among other requirements, (1) domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedures with the CSRC; if a domestic company fails to complete the filing procedure, such domestic company may be subject to administrative penalties; (2) if the issuer meets both of the following conditions, the overseas offering and listing shall be determined as an indirect overseas offering and listing by a domestic company: (i) any of the total assets, net assets, revenues or profits of the domestic operating entities of the issuer in the most recent accounting year accounts for more than 50% of the corresponding figure in the issuer’s audited consolidated financial statements for the same period; (ii) its major operational activities are carried out in China or its main places of business are located in China, or the senior managers in charge of operation and management of the issuer are mostly Chinese citizens or are domiciled in China; and (3) where a domestic company seeks to indirectly offer and list securities in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and such filings shall be submitted to the CSRC within three business days after the submission of the overseas offering and listing application. Further, at the press conference held for the Trial Measures on February 17, 2023, officials from the CSRC clarified that the PRC domestic companies that have already been listed overseas on or before the effective date of the Trial Measures (i.e. March 31, 2021) shall be deemed as existing issuers, or the Existing Issuers. Existing Issuers are not required to complete the filing procedures immediately but shall carry out filing procedures as required if they conduct refinancing or are involved in other circumstances that require filing with the CSRC. The officials from the CSRC have also confirmed that for the PRC domestic companies that seek to list overseas with VIE structure, the CSRC will solicit opinions from relevant regulatory authorities and complete the filing of the overseas listing of companies with VIE structure which meet the compliance requirements.

On February 24, 2023, the CSRC, Ministry of Finance of the PRC, National Administration of State Secrets Protection and National Archives Administration of China promulgated the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies, or the Archives Rules, which took effect on March 31, 2023. Pursuant to the Archives Rules, domestic companies that seek for overseas offering and listing shall strictly abide by applicable laws and regulations of the PRC and the Archives Rules, enhance legal awareness of keeping state secrets and strengthening archives administration, institute a sound confidentiality and archives administration system, and take necessary measures to fulfill confidentiality and archives administration obligations. Such domestic companies shall not leak any state secret and working secret of government agencies, or harm national security and public interest. Furthermore, a domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities companies, securities service providers and overseas regulators, any document and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level. Moreover, a domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals and entities including securities companies, securities service providers and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations. The Archives Rules also stipulate that a domestic company that provides accounting archives or copies of accounting archives to any entities including securities companies, securities service providers and overseas regulators and individuals shall fulfill due procedures in compliance with applicable national regulations.

7


In addition to the approval of the CSRC or other PRC government authorities that may be required in connection with our offshore offerings, the VIE is required to obtain and maintain applicable licenses and approvals from different regulatory authorities to provide their current services. Under the current regulatory scheme of mainland China, a number of regulatory agencies, including, but not limited to, the Ministry of Industry and Information Technology, or MIIT, and Cyberspace Administration of China, jointly regulate all major aspects of the internet industry, including the mobile internet business. Operators must obtain government approvals and licenses for relevant telecommunications business. The VIE also provides mobile app data analysis product to both domestic and foreign financial industry clients, and may be considered as engaging in foreign-related investigation business. As such, under the current regulatory scheme of mainland China, the VIE may be required to obtain a foreign-related investigation license. See “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations on Telecommunications Services and Foreign Ownership Restrictions” and “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations on Foreign-related Investigation.”

Except as disclosed in this annual report, we believe that we and the VIE are currently not required to obtain any other permission or approval from Chinese authorities to operate our and the VIE’s business or to issue securities in follow-on offerings to foreign investors under the appliable laws and regulations of mainland China currently in effect as of the date of this annual report. However, there is no guarantee that this will continue to be the case in the future in relation to our and the VIE’s business development, a follow-on offering or the continued listing of our securities on a U.S. securities exchange, or even in the event such permission or approval is required and obtained, it will not be subsequently revoked or rescinded. If we or the VIE do not receive or maintain the permissions or approvals, or if we inadvertently conclude that such permissions or approvals are not required, or applicable laws, regulations, or interpretations change such that we and the VIE are required to obtain permission or approval in the future, we and the VIE may be subject to an investigation by competent regulators, fines or penalties, or an order prohibiting us from conducting an offering, and these risks could result in a material adverse change in our and the VIE’s operations and the value of our ADSs, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.

The Holding Foreign Companies Accountable Act

Pursuant to the Holding Foreign Companies Accountable Act, or the HFCAA, if the Securities and Exchange Commission, or the SEC, determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the Public Company Accounting Oversight Board, or the PCAOB, for two consecutive years, the SEC will prohibit our shares or the ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States. On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including our auditor. In April 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year, and if we were so identified for two consecutive years, we would become subject to the prohibition on trading under the HFCAA. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections.” and “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.”

8


Cash Flows through Our Organization

Aurora is a holding company with no material operations of its own. We conduct our operations primarily through our WFOE and the VIE. As a result, Aurora’s ability to pay dividends depends upon dividends paid by our WFOE. If our WFOE or any newly formed mainland China subsidiaries 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 WFOE is permitted to pay dividends to us only out of its retained earnings, if any, as determined in accordance with mainland China’s accounting standards and regulations. Under law of mainland China, each of our WFOE and the VIE 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 its registered capital. In addition, our WFOE may allocate a portion of its after-tax profits based on mainland China’s accounting standards to enterprise expansion funds and staff bonus and welfare funds at its discretion, and the VIE may allocate a portion of its after-tax profits based on mainland China’s accounting standards to a discretionary surplus fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. For more details, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Holding Company Structure.”

Under laws and regulations of mainland China, our mainland China subsidiaries and VIE 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 company out of mainland China is subject to examination by the banks designated by SAFE. Our WFOE has not paid dividends and will not be able to pay dividends until it generates accumulated profits and meets the requirements for statutory reserve funds. As of the date of this annual report, no subsidiaries paid dividends or made other distributions to the holding company, and no dividends or distributions were paid or made to our investors. The net liabilities of the VIE, in which we have no legal ownership, amounted to RMB240 million, RMB326 million and RMB358 million (US$52 million) as of December 31, 2020, 2021 and 2022, respectively. For restrictions and limitations on our ability to distribute earnings from our businesses, including subsidiaries and VIE, to Aurora and investors as well as the ability to settle amounts owed under the VIE agreements, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The regulation of mainland China on loans to and direct investment in mainland China entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of our initial public offering to make loans or additional capital contributions to our mainland China subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand our business”, “—We may rely on dividends and other distributions on equity paid by our mainland China subsidiary to fund any cash and financing requirements we may have, and any limitation on the ability of our mainland China subsidiary to make payments to us could have a material and adverse effect on our ability to conduct our business” and “—Governmental control of currency conversion may limit our ability to utilize our cash balance effectively and affect the value of your investment.”

Our subsidiaries and the VIE conduct business transactions that include provision of services and intercompany loans, and collection of employee’s individual income tax from the exercise of share options, subject to satisfaction of applicable government registration and approval requirements. The cash flows occurred between our subsidiaries and the VIE are summarized below:

   For the year ended December 31, 
   2020   2021   2022 
             
   (RMB in thousands) 

Loans from our WFOE, JPush Information Consulting (Shenzhen) Co., Ltd. to the VIE

   —      80,000    —   

Repayment of loans and interests by the VIE to our WFOE, JPush Information Consulting (Shenzhen) Co., Ltd.

   156,124    56,341    80,620 

Employee’s individual income tax from the exercise of share options from our WFOE, JPush Information Consulting (Shenzhen) Co., Ltd. to the VIE

   878    2,630    52 

Intercompany receivables from the VIE to our WFOE, JPush Information Consulting (Shenzhen) Co., Ltd.

   —      —      168,830 

9


With respect to intercompany loans, the VIE received cash from our WFOE amounted to nil, RMB80.0 million and nil for the year ended December 31, 2020, 2021 and 2022, respectively, and repaid cash to our WFOE amounted to RMB156.1 million, RMB56.3 million and RMB80.6 million (US$11.7 million) for the year ended December 31, 2020, 2021 and 2022, respectively. With respect to the collection of employee’s individual income tax from the exercise of share options, the VIE received cash from our WFOE amounted to RMB0.9 million, RMB2.6 million and RMB52 thousand (US$7.5 thousand) for the year ended December 31, 2020, 2021 and 2022, respectively, which were then remitted to local tax authorities on behalf of our employees. With respect to intercompany receivables from the VIE to our WFOE, the VIE paid cash to our WFOE amounted to nil, nil and RMB168.8 million (US$24.5 million) for the year ended December 31, 2020, 2021 and 2022, respectively.

We have established stringent cash management policies and procedures for cash flows within our organization. Each transfer of funds among our Cayman Islands holding company, our subsidiaries and the VIE is subject to internal approval. In general, transfer of funds is required to be effected through online banking system. Cash is transferred through our organization primarily in the manner as follows: (i) Aurora may transfer funds to the WFOE, Shenzhen JPush, through its Hong Kong subsidiary, KK Mobile Investment Limited, by additional capital contributions or shareholder loans, as the case may be, (ii) the WFOE may provide loans to the VIE, subject to statutory limits and restrictions, (iii) the VIE may repay loans to the WFOE at a fixed annual rate, and (iv) the WFOE may make dividends or other distributions to Aurora through KK Mobile Investment Limited. Our management is directly supervising cash management. The VIE initiates a cash request by putting forward a cash demand plan, which explains the specific amount and timing of cash requested, and submitting it to the finance department. The cashier specialists of our financial department examine the needs of cash and submit it to the director of financial department or the CEO of the Company for final approval. To ensure the liquidity, there is no limit on the amount of cash that can be transferred through our organization. However, the annual cash flow plan between the VIE and the WFOE will be determined based on our annual business objectives approved by the board of directors and approved by the CEO. In addition, we monitor our cash balance on a daily basis and conduct periodic review on our cash holdings. See “—Our Holding Company Structure and Contractual Arrangements with the VIE” and “—Financial Information Related to the VIE, Parent and Its Subsidiaries.”

Aurora has not declared or paid any cash dividends, nor does it has 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 mainland China and United States federal income tax considerations of an investment in our ADSs, see “Item 10. Additional Information—E. Taxation.”

Financial Information Related to the VIE, Parent and Its Subsidiaries

The following tables provide condensed consolidating schedules depicting the financial position, cash flows, and results of operations for the parent, subsidiaries, the consolidated VIE, and any eliminating adjustments and consolidated totals (in thousands of RMB) as of and for the years ended December 31, 2020, 2021 and 2022.

Selected Condensed Consolidating Schedule of Results of Operations

   For the year ended December 31, 2022 
   Parent  VIE and
VIE’s
subsidiaries
  Other
subsidiaries
  Eliminating
adjustments
  Consolidated
total
 
                 
   (RMB in thousands) 

Revenues

   —     322,066   82,889   (76,133  328,822 

Loss from subsidiaries and VIE

   (85,448  —     —     85,448   —   

Net loss

   (106,964  (75,486  (11,448  85,448   (108,450

10


   For the year ended December 31, 2021 
   Parent  VIE and
VIE’s
subsidiaries
  Other
subsidiaries
  Eliminating
adjustments
  Consolidated
total
 
                 
   (RMB in thousands) 

Revenues

   —     351,243   116,306   (110,227  357,322 

Loss from subsidiaries and VIE

   (117,029  —     —     117,029   —   

Net loss

   (140,584  (100,782  (16,247  117,029   (140,584

   For the year ended December 31, 2020 
   Parent  VIE and
VIE’s
subsidiaries
  Other
subsidiaries
  Eliminating
adjustments
  Consolidated
total
 
                 
   (RMB in thousands) 

Revenues

   —     465,066   103,435   (96,887  471,614 

(Loss)/profit from subsidiaries and VIE

   (193,109  —     —     193,109   —   

Net loss

   (225,075  (173,865  (19,244  193,109   (225,075

Selected Condensed Consolidating Schedule of Financial Position

   As of December 31, 2022 
   Parent   VIE and VIE’s
subsidiaries
  Other
subsidiaries
   Eliminating
adjustments
  Consolidated
total
 
                   
   (RMB in thousands) 

Cash and cash equivalents

   33,871    64,719   17,538    —     116,128 

Restricted cash

   —      132   —      —     132 

Total current assets

   61,857    352,224   639,818    (877,256  176,643 

Investments in subsidiaries

   296,231    —     1,772,026    (2,068,257  —   

Total non-current assets

   334,988    212,196   2,034,537    (2,325,257  256,464 

Total assets

   396,845    564,420   2,674,355    (3,202,513  433,107 

Total liabilities

   269,155    922,390   231,292    (1,147,972  274,865 

Redeemable noncontrolling interests

   —      30,552   —      —     30,552 

Total equity/(deficit)

   127,690    (388,522  2,443,063    (2,054,541  127,690 

Total liabilities, redeemable noncontrolling interests and equity

   396,845    564,420   2,674,355    (3,202,513  433,107 

   As of December 31, 2021 
   Parent   VIE and VIE’s
subsidiaries
   Other
subsidiaries
   Eliminating
adjustments
  Consolidated
total
 
                    
   (RMB in thousands) 

Cash and cash equivalents

   6,724    55,946    27,882    —     90,552 

Restricted cash

   5,998    158,032    —      —     164,030 

Total current assets

   32,896    394,640    446,052    (492,452  381,136 

Investments in subsidiaries

   349,501    —      1,622,191    (1,971,692  —   

11


   As of December 31, 2021 
   Parent   VIE and VIE’s
subsidiaries
  Other
subsidiaries
   Eliminating
adjustments
  Consolidated
total
 
                   
   (RMB in thousands) 

Total non-current assets

   401,447    144,382   1,917,264    (2,248,692  214,401 

Total assets

   434,343    539,022   2,363,316    (2,741,144  595,537 

Total liabilities

   218,900    865,202   60,174    (764,182  380,094 

Total equity

   215,443    (326,180  2,303,142    (1,976,962  215,443 

Total liabilities and equity

   434,343    539,022   2,363,316    (2,741,144  595,537 

Selected Condensed Consolidating Schedules of Cash Flows

   For the Year Ended December 31, 2022 
   Parent  VIE and
VIE’s
subsidiaries
  Other
subsidiaries
  Eliminating
adjustments
  Consolidated
total
 
                 
   (RMB in thousands) 

Net cash provided by/(used in) operating activities

   195,530   (113,809  (99,197  —     (17,476

Net cash (used in)/provided by investing activities

   (2,690  29,682   69,861   (70,000  26,853 

Net cash used in financing activities

   (153,040  (65,000  —     70,000   (148,040

Effect of exchange rate fluctuation on cash and cash equivalents and restricted cash

   (18,651  —     18,992   —     341 

Net change in cash and cash equivalents and restricted cash

   21,149   (149,127  (10,344  —     (138,322

Cash, cash equivalents and restricted cash at the beginning of year

   12,722   213,978   27,882   —     254,582 

Cash, cash equivalents and restricted cash at the end of year

   33,871   64,851   17,538   —     116,260 

12


   For the Year Ended December 31, 2021 
                 
   Parent  VIE and
VIE’s
subsidiaries
  Other
subsidiaries
  Eliminating
adjustments
  Consolidated
total
 
                 
   (RMB in thousands) 

Net cash (used in)/provided by operating activities

   (24,383  68,336   (120,603  —     (76,650

Net cash (used in)/provided by investing activities

   (4,859  (186  1,487   30,000   26,442 

Net cash provided by/(used in) financing activities

   (54,520  30,000   —     (30,000  (54,520

Effect of exchange rate fluctuation on cash and cash equivalents and restricted cash

   4,361   —     (1,281  —     3,080 

Net change in cash and cash equivalents and restricted cash

   (79,401  98,150   (120,397  —     (101,648

Cash, cash equivalents and restricted cash at the beginning of year

   92,123   115,828   148,279   —     356,230 

Cash, cash equivalents and restricted cash at the end of year

   12,722   213,978   27,882   —     254,582 

   For the Year Ended December 31, 2020 
   Parent  VIE and
VIE’s
subsidiaries
  Other
subsidiaries
  Eliminating
adjustments
  Consolidated
total
 
                 
                 
   (RMB in thousands) 

Net cash (used in)/provided by operating activities

   (17,412  168,971   (75,749  —     75,810 

Net cash (used in)/provided by investing activities

   (6,525  (108,450  121,742   (151,182  (144,415

Net cash provided by/(used in) financing activities

   5,257   (156,124  —     151,182   315 

Effect of exchange rate fluctuation on cash and cash equivalents and restricted cash

   (3,686  —     (3,368  —     (7,054

Net change in cash and cash equivalents and restricted cash

   (22,366  (95,603  42,625   —     (75,344

Cash, cash equivalents and restricted cash at the beginning of year

   114,489   211,429   105,656   —     431,574 

Cash, cash equivalents and restricted cash at the end of year

   92,123   115,828   148,279   —     356,230 

A.

Selected Financial Data

The following tables present the selected consolidated financial information for our company. The selected consolidated statements of operations data for the years ended December 31, 2016, 20172020, 2021 and 2018,2022, selected consolidated balance sheets data as of December 31, 20172020, 2021 and 20182022 and selected consolidated cash flows data for the years ended December 31, 2016, 20172020, 2021 and 20182022 have been derived from our audited consolidated financial statements, which are included in this annual report beginning on page F-1.

The selected consolidated statements of operations data for the year ended December 31, 2018 and 2019, the selected consolidated balance sheets data as of December 31, 20162018 and 2019 and selected consolidated cash flows data for the year ended December 31, 2018 and 2019 have been derived from our audited consolidated financial statements not included in this annual report. Our historical results do not necessarily indicate results expected for any future periods. The selected consolidated financial data should be read in conjunction with, and are qualified in their entirety by reference to, our audited consolidated financial statements and related notes and “Item 5. Operating and Financial Review and Prospects”.Prospects.” Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP.

 

13


  For the Year Ended December 31, 

 

For the Year Ended December 31,

 

  2018 2019 2020 2021 2022 

 

2016

 

 

2017

 

 

2018

 

  RMB RMB RMB RMB RMB US$ 

 

RMB

 

 

RMB

 

 

RMB

 

 

US$

 

              

 

(in thousands, except for per share data)

 

  (in thousands, except for per share data) 

Consolidated Statements of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

       

Revenues

 

 

70,322

 

 

 

284,709

 

 

 

714,141

 

 

 

103,868

 

   714,141   906,458   471,614   357,322   328,822   47,675 

Cost of revenues

 

 

(47,722

)

 

 

(213,370

)

 

 

(517,074

)

 

 

(75,205

)

Cost of revenues(1)

   (517,074  (649,596  (265,436  (92,393  (103,057  (14,942
  

 

  

 

  

 

  

 

  

 

  

 

 

Gross profit

 

 

22,600

 

 

 

71,339

 

 

 

197,067

 

 

 

28,663

 

   197,067   256,862   206,178   264,929   225,765   32,733 

Operating expenses:(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

       

Research and development expenses

 

 

(33,717

)

 

 

(71,651

)

 

 

(134,358

)

 

 

(19,542

)

   (134,358  (176,248  (174,597  (206,722  (154,476  (22,397

Sales and marketing expenses

 

 

(33,062

)

 

 

(59,673

)

 

 

(83,853

)

 

 

(12,196

)

   (83,853  (118,548  (102,319  (116,415  (98,324  (14,256

General and administrative expenses

 

 

(13,480

)

 

 

(32,431

)

 

 

(71,641

)

 

 

(10,419

)

   (71,641  (109,291  (119,087  (79,922  (105,404  (15,282

Total operating expenses

 

 

(80,259

)

 

 

(163,755

)

 

 

(289,852

)

 

 

(42,157

)

   (289,852  (404,087  (396,003  (403,059  (358,204  (51,935

Loss from operations

 

 

(57,659

)

 

 

(92,416

)

 

 

(92,785

)

 

 

(13,494

)

   (92,785  (147,225  (189,825  (138,130  (132,439  (19,202

Loss before income taxes

 

 

(57,472

)

 

 

(94,271

)

 

 

(66,167

)

 

 

(9,623

)

   (66,167  (109,679  (224,989  (140,552  (108,905  (15,790
  

 

  

 

  

 

  

 

  

 

  

 

 

Net loss

 

 

(61,382

)

 

 

(90,291

)

 

 

(66,197

)

 

 

(9,627

)

   (66,197  (109,841  (225,075  (140,584  (108,450  (15,724
  

 

  

 

  

 

  

 

  

 

  

 

 

Net loss attributable to Aurora Mobile Limited’s shareholders

 

 

(61,382

)

 

 

(90,291

)

 

 

(66,197

)

 

 

(9,627

)

   (66,197  (109,841  (225,075  (140,584  (106,964  (15,509
  

 

  

 

  

 

  

 

  

 

  

 

 

Accretion of contingently redeemable convertible preferred shares

 

 

(12,427

)

 

 

(26,391

)

 

 

(24,094

)

 

 

(3,504

)

   (24,094  —     —     —     —     —   

Net loss attributable to common shareholders

 

 

(73,809

)

 

 

(116,682

)

 

 

(90,291

)

 

 

(13,131

)

   (90,291  (109,841  (225,075  (140,584  (106,964  (15,509

Net loss per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

(1.73

)

 

 

(2.73

)

 

 

(1.57

)

 

 

(0.23

)

Weighted average number of shares used in calculating basic and

diluted loss per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares ― Basic and diluted

 

 

42,666,670

 

 

 

42,666,670

 

 

 

 

 

 

 

Class A common share ― Basic and diluted

 

 

 

 

 

 

 

 

40,441,999

 

 

 

40,441,999

 

Class B common share ― Basic and diluted

 

 

 

 

 

 

 

 

17,000,189

 

 

 

17,000,189

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net loss per share for class A and class B common shares:

       

Class A and B common shares—basic and diluted

   (1.57  (1.43  (2.91  (1.78  (1.35  (0.20

Shares used in net loss per share computation:

       

Class A common share—Basic and diluted

   40,441,999   59,721,341   60,415,978   61,809,501   62,296,172   62,296,172 

Class B common share—Basic and diluted

   17,000,189   17,000,189   17,000,189   17,000,189   17,000,189   17,000,189 

 

Notes:Note:

(1)

Share-based compensation expenses are allocated in cost of revenues and operating expenses as follows:

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Table of Contents

   For the Year Ended December 31, 
   2018   2019   2020   2021   2022 
   RMB   RMB   RMB   RMB   RMB   US$ 
                         
   (in thousands) 

Cost of revenue

   —      73    4    41    2    —   

Research and development expenses

   9,448    12,819    7,176    13,801    368    53 

Sales and marketing expenses

   3,347    6,040    3,965    2,609    1,188    172 

General and administrative expenses

   11,766    28,352    17,713    13,761    13,957    2,024 

Total

   24,561    47,284    28,858    30,212    15,515    2,249 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

14


 

 

For the Year Ended December 31,

 

 

 

2016

 

 

2017

 

 

2018

 

 

 

RMB

 

 

RMB

 

 

RMB

 

 

US$

 

Cost of revenues

 

 

 

 

 

 

 

 

 

 

 

 

Research and development expenses

 

 

664

 

 

 

1,408

 

 

 

9,448

 

 

 

1,374

 

Sales and marketing expenses

 

 

189

 

 

 

944

 

 

 

3,347

 

 

 

487

 

General and administrative expenses

 

 

1,850

 

 

 

5,923

 

 

 

11,766

 

 

 

1,711

 

Total

 

 

2,703

 

 

 

8,275

 

 

 

24,561

 

 

 

3,572

 

   As of December 31, 
   2018   2019   2020   2021   2022 
   RMB   RMB   RMB   RMB   RMB   US$ 
                         
   (in thousands) 

Consolidated Balance Sheet Data:

            

Cash and cash equivalents

   576,562    431,459    356,115    90,552    116,128    16,837 

Accounts receivable, net

   141,911    135,417    44,886    43,860    29,727    4,310 

Prepayments and other current assets

   80,578    86,087    49,013    46,670    30,401    4,407 

Total assets

   992,068    939,923    787,427    595,537    433,107    62,794 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Accounts payable

   18,811    19,996    16,592    18,292    18,169    2,634 

Deferred revenue and customer deposits

   59,483    77,561    109,182    119,991    138,804    20,125 

Accrued liabilities and other current liabilities

   76,666    96,277    109,136    85,305    75,333    10,922 

Total liabilities

   390,408    432,135    466,188    380,094    274,865    39,851 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Redeemable noncontrolling interests

   —      —      —      —      30,552    4,430 

Total shareholders’ equity

   601,660    507,788    321,239    215,443    127,690    18,513 

Total liabilities, redeemable noncontrolling interests and shareholders’ equity

   992,068    939,923    787,427    595,537    433,107    62,794 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

 

As of December 31,

 

 

 

2016

 

 

2017

 

 

2018

 

 

 

RMB

 

 

RMB

 

 

RMB

 

 

US$

 

 

 

(in thousands)

 

Consolidated Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

103,168

 

 

 

208,161

 

 

 

576,562

 

 

 

83,857

 

Accounts receivable, net

 

 

9,444

 

 

 

49,594

 

 

 

141,911

 

 

 

20,640

 

Prepayments and other current assets

 

 

13,508

 

 

 

34,228

 

 

 

80,578

 

 

 

11,719

 

Total assets

 

 

165,944

 

 

 

359,450

 

 

 

992,068

 

 

 

144,290

 

Accounts payable

 

 

1,110

 

 

 

8,340

 

 

 

18,811

 

 

 

2,736

 

Deferred revenue and customer deposits

 

 

18,148

 

 

 

49,557

 

 

 

59,483

 

 

 

8,651

 

Accrued liabilities and other current liabilities

 

 

19,737

 

 

 

52,639

 

 

 

76,666

 

 

 

11,151

 

Total liabilities

 

 

53,819

 

 

 

117,197

 

 

 

390,408

 

 

 

56,782

 

Total mezzanine equity

 

 

220,539

 

 

 

466,637

 

 

 

 

 

 

 

Total shareholders’ deficit

 

 

(108,414

)

 

 

(224,384

)

 

 

601,660

 

 

 

87,508

 

Total liabilities, mezzanine equity and equity

 

 

165,944

 

 

 

359,450

 

 

 

992,068

 

 

 

144,290

 

   For the Year Ended December 31, 
   2018  2019  2020  2021  2022 
   RMB  RMB  RMB  RMB  RMB  US$ 
                    
   (in thousands) 

Consolidated Cash Flow Data:

       

Net cash (used in)/provided by operating activities

   (97,925  (25,758  75,810   (76,650  (17,476  (2,533

Net cash (used in)/provided investing activities

   (139,206  (88,966  (144,415  26,442   26,853   3,893 

Net cash provided by/(used in) financing activities

   614,884   (33,883  315   (54,520  (148,040  (21,464

Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash

   (9,352  3,504   (7,054  3,080   341   49 

Net increase/(decrease) in cash and cash equivalents and restricted cash

   368,401   (145,103  (75,344  (101,648  (138,322  (20,055

Cash and cash equivalents and restricted cash at the beginning of year

   208,276   576,677   431,574   356,230   254,582   36,911 

Cash and cash equivalents and restricted cash at the end of year

   576,677   431,574   356,230   254,582   116,260   16,856 

 

 

 

For the Year Ended December 31,

 

 

 

2016

 

 

2017

 

 

2018

 

 

 

RMB

 

 

RMB

 

 

RMB

 

 

US$

 

 

 

(in thousands)

 

Consolidated Cash Flow Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

 

(42,152

)

 

 

(75,532

)

 

 

(97,925

)

 

 

(14,241

)

Net cash used in investing activities

 

 

(29,928

)

 

 

(28,644

)

 

 

(139,206

)

 

 

(20,246

)

Net cash provided by financing activities

 

 

135,348

 

 

 

217,446

 

 

 

614,884

 

 

 

89,431

 

Effect of foreign currency exchange rate changes on cash and cash

equivalents and restricted cash

 

 

2,450

 

 

 

(8,282

)

 

 

(9,352

)

 

 

(1,362

)

Net increase (decrease) in cash and cash

equivalents and restricted cash

 

 

65,718

 

 

 

104,988

 

 

 

368,401

 

 

 

53,582

 

Cash and cash equivalents and restricted cash at the beginning of year

 

 

37,570

 

 

 

103,288

 

 

 

208,276

 

 

 

30,292

 

Cash and cash equivalents and restricted cash at the end of year

 

 

103,288

 

 

 

208,276

 

 

 

576,677

 

 

 

83,874

 

B.

Capitalization and Indebtedness

Not applicable.

C.

Reasons for the Offer and Use of Proceeds

Not applicable.

4

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Table of Contents

D.

Risk Factors

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 is a summary of material risks we and the VIE face, organized under relevant headings. These risks are discussed more fully in Item 3. Key Information—D. Risk Factors.

Risks Related to Our Business and Industry

We and the VIE are subject to risks and uncertainties related to our and the VIE’s business and industry, including, but not limited to, the following:

We have experienced rapid growth in SAAS Businesses in recent periods, and our recent growth rates may not be indicative of our future growth;

We have incurred net losses in the past, which we may continue to experience in the future;

If we cannot successfully execute our strategy and continue to develop and effectively market SAAS Businesses and our other business initiatives that anticipate and respond to the needs of app developers and our customers, our business, operating results and financial condition may suffer;

If we are not able to continue to gain access to mobile data in the future, our business, operating results and financial condition could be materially and adversely affected;

If the market for our SAAS Businesses and other business initiatives develops more slowly than we expect, our growth may slow or stall and our operating results could be harmed;

Our and the VIE’s business generates and processes a large amount of data, and we and the VIE 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 and the VIE’s business and prospects;

Our business depends on strong brand and failing to maintain and enhance our brand would hurt our ability to expand our base of app developers and customers;

If we fail to keep up with rapid changes in technologies, our future success may be adversely affected; and

We may not be able to compete successfully with our current or future competitors.

Risks Related to Our Corporate Structure

We and the VIE are also subject to risks and uncertainties related to our corporate structure, including, but not limited to, the following:

Aurora is a Cayman Islands holding company with no equity ownership in the VIE, and we conduct our operations in mainland China primarily through (i) our mainland China subsidiary and (ii) the VIE with which we have maintained contractual arrangements. Investors in our ADSs thus are not purchasing equity interest in our operating entities in China but instead are purchasing equity interest in Cayman Islands holding company. If the PRC government finds that the agreements that establish the structure for operating some of our or the VIE’s business operations in mainland China do not comply with regulations of mainland China relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we and the VIE could be subject to severe penalties, or be forced to relinquish interest in those operations. Our holding company in the Cayman Islands, our mainland China subsidiary, the VIE, and investors of Aurora face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements without VIE and, consequently, significantly affect the financial performance of the VIE and our company as a whole;

16


We rely on contractual arrangements with the VIE and its shareholders for substantially all of our business operation, which may not be as effective as direct ownership. we rely on the performance by the VIE and its shareholders of their obligations under the contracts to direct the business operations of the VIE. However, 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 the VIE;

Any failure by the VIE or its shareholders to perform their obligations under our contractual arrangements with them would have a material and adverse effect on our business. if the 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 law of mainland China, including seeking specific performance or injunctive relief, and claiming damages, which we cannot assure will be effective under law of mainland China; and

The shareholders of the VIE may have potential conflicts of interest with Aurora, which may materially and adversely affect our business and financial condition. These shareholders may breach, or cause the VIE to breach, or refuse to renew, the existing contractual arrangements we have with them and the VIE, which would have a material and adverse effect on our ability to direct the business operations of the VIE and receive economic benefits from them. If we cannot resolve any conflict of interest or dispute between us and the shareholders of the 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.

Risks Related to Doing Business in China

We and the VIE face risks and uncertainties related to doing business in China in general, including, but not limited to, the following:

Changes in mainland China’s economic, political or social conditions or government policies could have a material adverse effect on our and the VIE’s business and operations. The enforcement of laws and rules and regulations in China may change quickly with little advance notice, which could result in a material adverse change in our and the VIE’s operations and the value of our ADSs;

We and the VIE may be adversely affected by the complexity, uncertainties and changes in the regulation of internet-related businesses and companies in mainland China, and any lack of requisite approvals, licenses or permits applicable to our and the VIE’s business may have a material adverse effect on our and the VIE’s business and results of operations;

The approval and/or other requirements of the CSRC or other PRC governmental authorities may be required in connection with an offering under the rules, regulations or policies of mainland China, and, if required, we and the VIE cannot predict whether or how soon we will be able to obtain such approval. Any failure to obtain or delay in obtaining the requisite governmental approval for an offering, or a rescission of such approval, would subject us and the VIE to sanctions imposed by the relevant PRC regulatory authority;

The PRC government’s significant oversight over our or the VIE’s business operation could result in a material adverse change in our and the VIE’s operations and the value of our ADSs. The PRC government may intervene or influence our and the VIE’s operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers. Any actions by the PRC government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or become worthless;

The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections; and

17


Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment. In April 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021.

Risks Related to our ADSs

We face risks and uncertainties related to our ADSs, including, but not limited to, the following:

Our ADSs may be delisted from the Nasdaq Global Market as a result of our failure of meeting the Nasdaq Global Market continued listing requirements.

The trading price of the ADSs is likely to be volatile, which could result in substantial losses to investors; and

Our dual-class voting structure 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 common shares and the ADSs may view as beneficial.

Risks Related to Our Business and Industry

We have experienced rapid growth in SAAS Businesses in recent periods, and our recent growth rates may not be indicative of our future growth.

We started operation in 2012. As a result of our relatively limited operating history, our ability to forecast our future results of operations is limited and subject to a number of uncertainties, including our ability to plan for and model future growth. Our revenue has increased substantially since our inception, but we may not be able to sustain revenue growth consistent with our recent history, or at all. Our revenue growth in recent periods may not be indicative of our future performance. In future periods, our revenue could decline or grow more slowly than we expect. We believe growth of our revenue depends on a number of factors, including our ability to:

attract new app developers and customers, including from diversified industry verticals, and retain and expand our relationships with existing app developers and customers on a cost-effective basis;

maintain the breadth of our ad publisher network and attract new publishers;

innovate and adapt our services and solutions to meet evolving needs of current and potential customers, including to address market trends;

maintain and increase our access to data necessary for the development and performance of our solutions;

maintain the proper functioning of developer servicesSAAS Businesses which include Developer Services and data solutionsVertical Applications, and other business initiatives as we continue to collect increasing amounts of data from a growing user base;

continuously improve on the algorithms underlying the products and the technologies;

adapt to a changing regulatory landscape governing privacy matters;

keep pace with the new technological development in the industry;

invest sufficiently in our technology and infrastructure, at the pace required to support our growth;

productize new solutions;

introduce our services and solutions to new geographic markets;

18


increase awareness of our brand among more businesses; and

attract and retain employees.

We cannot assure you that we will be able to successfully accomplish any of these objectives.

We have incurred net losses in the past, which we may continue to experience in the future.

We have incurred net losses since our inception, including loss from operations of RMB57.7RMB189.8 million, RMB92.4RMB138.1 million and RMB92.8RMB132.4 million (US$13.519.2 million) for the years ended December 31, 2016, 20172020, 2021 and 2018,2022, and net losses of RMB61.4RMB225.1 million, RMB90.3RMB140.6 million and RMB66.2RMB108.5 million (US$9.615.7 million) for the years ended December 31, 2016, 20172020, 2021 and 2018,2022, respectively. These losses reflect the substantial investments we made to grow our business, including commercialization of our platform, development of our AI and machine learning capabilities, improvement of our technology infrastructure, and our sales and marketing efforts. We cannot assure you that we will be able to generate net profits in the future.

We expect to continue to make significant future expenditures related to the continuous development and expansion of our business, including:

investments in our research and development team and in the development of new solutions and enhancement of our solutions;

investments in sales and marketing, including expanding our sales force, increasing our customer base and increasing market awareness of our platform;

expanding our operations and infrastructure, including internationally; and

incurring costs associated with general administration, including legal, accounting and other expenses related to being a public company.

5


Table of Contents

As a result of these increased expenses, we will have to generate and sustain increased revenue to be profitable in future periods. Further, in future periods, our revenue growth rate could decline, and we may not be able to generate sufficient revenue to offset higher costs and achieve or sustain profitability. If we fail to achieve, sustain or increase profitability, our business and operating results could be adversely affected.

We generate a significant portion of our revenues from targeted marketing solutions, and the reduction in spending by or loss of our marketing customers could materially harm our business.

The term of the contracts with our advertisers is generally one year, and advertisers may terminate the contracts with us upon the expiration of the term. Those advertisers may not continue to do business with us if we do not create more value (such as increased return on investment) than their available alternatives. If we do not provide superior value or deliver ads efficiently and competitively, we could see a decrease in revenue and other adverse impacts to our business. In addition, expenditures by advertisers tend to be cyclical and subject to changes in overall economic conditions and industry specific events or regulation. Adverse macroeconomic conditions can also have a material negative impact on user activity and the demand for advertising and cause our advertisers to reduce the amounts they spend on advertising, which could adversely affect our revenues and targeted marketing solution business.

The preferred format and technology associated with digital advertising may continue to evolve and may become less compatible with our solutions, which could adversely affect our revenues and targeted marketing solution business.

If we cannot successfully execute our strategy and continue to develop and effectively market developer servicesSAAS Businesses and data solutionsour other business initiatives that anticipate and respond to the needs of app developers and our customers, our business, operating results and financial condition may suffer.

The market for mobile developer servicesSAAS Businesses and data solutionsother business initiatives is characterized by constant change and innovation, and we expect it to continue to rapidly evolve. Moreover, many of our customers operate in industries characterized by changing technologies and business models, which require them to develop and manage increasingly complex mobile application and IT infrastructure environments. Our historical success has been based on our ability to offer high quality in-app functionalities needed by app developers and innovative data solutionsSAAS and other products with industry-specific and actionable insights for our customers, and the resulting benefits to customers’ businesses and brands. Our success has also depended upon our ability to identify, target and reach customers that need our services and data solutionsSAAS Businesses and targeted marketing and successfully convert app developers into paying customers through our sales and marketing activities and then increase the cross-sale among each line of our businesses. If we do not respond to the rapidly changing needs of our customers by developing and enhancing our developer servicesSAAS Businesses and data solutions,other business initiatives, developing new products on a timely basis that can address evolving customer needs, and selling and marketing them effectively, our competitive position and business prospects will be harmed.

Additionally, the process of developing new technology, and data solutionsSAAS Businesses may be complex and uncertain, and if we fail to accurately predict developers’ and customers’ changing needs and emerging technological trends, our business could be harmed. We believe that we must continue to dedicate significant resources to our research and development efforts. Our enhancement of existing services, SAAS Businesses and data solutions andtargeted marketing development of new products could fail to attain sufficient market acceptance for many reasons, including:

the failure to accurately predict market or customer demands;

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defects, errors or failures in the design or performance of our new products or product enhancements;

negative publicity about the performance or effectiveness of our developer services and data solutions;SAAS Businesses;

delays in developing and enhancing existing products or releasing our new products to the market;

the introduction or anticipated introduction of competing products by our competitors;

poor business conditions for our customers, causing them to delay purchases; and

the perceived value of our services and data solutionsSAAS Businesses relative to their cost.

To the extent we are not able to continue to execute on our business model to timely and effectively develop and market our developer servicesSAAS Businesses and data solutionsother business initiatives to address these challenges, our business, operating results and financial condition will be adversely affected.

There can be no assurance that we will successfully identify new opportunities, develop and bring new developer services or data solutionsSAAS Businesses and other business initiatives to market on a timely basis or achieve market acceptance of our services and products, or that products and technologies developed by others will not render our comprehensive suite of services obsolete or non-competitive.

Further, we may make changes to our services and products that our customers do not like or find useful. We may also discontinue certain features, begin to charge for certain features that are currently free, such as certain developer services, or increase fees for any of our features or usage of our developer servicesSAAS Businesses and data solutions.other business initiatives. If our services or products do not achieve adequate acceptance in the market, our competitive position will be impaired, our revenue may decline or grow more slowly than expected and the negative impact on our operating results may be particularly acute and we may not receive a return on our investment because of the upfront research and development, sales and marketing and other expenses we incur.

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If we are not able to continue to gain access to mobile data in the future, our business, operating results and financial condition could be materially and adversely affected.

By providing services to mobile app developers, we gain access to massive mobile data that we use to develop our industry-specific data solutions.SAAS Businesses and targeted marketing. Data is sourced only based on our services provided to developers and primarily consists of unstructured anonymous meta data. Based on our centralized proprietary data processing platform and leveraging our AI and machine learning capabilities, we are able to gain actionable and effective insights from the data and develop a variety of data solutions.SAAS Businesses and targeted marketing. Our business plan assumes that the demand for data solutionsSAAS Businesses will increase.

We may not be able to maintain and grow the number of app developers we serve. Furthermore, certain of our app developers may prohibit or limit our access to or use of this data. The broad adoption of certain end-user computer software or programs may pose technical restrictions on our ability to access user data or end-users may dispute our use of the data. Interruptions, failures or defects in our data access and processing systems, as well as privacy concerns regarding the user data, could also limit our ability to analyze data. In addition, our ability to collect data may be restricted by new laws and regulations. If we are not able to continue to gain access to extensive mobile data in the future, we will lose our competitive strengths, and we may not be able to effectively and efficiently offer and improve our existing data solutionsSAAS Businesses or develop new products that respond to the needs of our customers. Accordingly, demand for our solutions may not continue to develop as we anticipate, or at all, and because we derive a substantial portion of our revenue from data solutions,SAAS Businesses and targeted marketing, the growth of our business and results of operations may be adversely affected.

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If the market for our developer servicesSAAS Businesses and data solutionsother business initiatives develops more slowly than we expect, our growth may slow or stall and our operating results could be harmed.

The market for developer servicesSAAS Businesses and data solutionsother business initiatives is rapidly growing. Our future success will depend in large part on our ability to penetrate the existing market, as well as the continued growth and expansion of that market. It is difficult to predict customer adoption and renewals of our subscriptions, customer demand for our platform, the size, growth rate and expansion of this market, the entry of competitive products or the success of existing competitive products. Our ability to penetrate the existing market for developer servicesSAAS Businesses and data solutions andother business initiatives any expansion of that market depends on a number of factors, including the cost, performance and perceived value associated with our service and products, as well as potential customers’ willingness to adopt our service and products. If we or other developer servicesSAAS Businesses or data solutionsother providers experience security incidents, loss of customer or user data, disruptions in delivery or other problems, the market as a whole, including our business, may be negatively affected. If our service and products, especially data solutions,SAAS Businesses, do not achieve widespread adoption, or there is a reduction in demand caused by a lack of customer acceptance, technological challenges, weakening economic conditions, security or privacy concerns, competing technologies and products, decreases in corporate spending or otherwise, it could result in decreased revenue and our business could be adversely affected.

Actual or alleged failureOur and the VIE’s business generates and processes a large amount of data, and we and the VIE 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 and the VIE’s business and prospects.

Our and the VIE’s business generates and processes a large quantity of data. We and the VIE face risks inherent in handling and protecting large volume of data. In particular, we and the VIE face a number of challenges relating to data from transactions, developer services, 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 and other factors; and

complying with applicable laws, rules and regulations relating to the collection, use, storage, transfer and disclosure of personal information, including any requests from regulatory and government authorities relating to these data.

In general, we expect that data privacy and data protection compliance will receive greater attention and focus from regulators, both domestically and globally, as well as attract continued or greater public scrutiny and attention going forward, which could increase 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.

The regulatory and enforcement regime of mainland China with regard to data privacy and data protection is evolving and may be subject to different interpretations or significant changes. Moreover, different regulatory bodies of mainland China, including the Standing Committee of the NPC, the MIIT, the CAC, the MPS and the SAMR, have enforced data privacy and protection laws and regulations could damage our reputation,with varying standards and discourage current and potential app developers and customers from doing business with us.

Concerns about our practice of accessing, storing, processing and using data from mobile devices, even if unfounded, could damage our reputation, business and results of operations. We are subject to various data privacy and protection laws and regulations in China, including, without limitation, the PRC Cyber Security Law. To protect personal information, these laws and regulations regulate data collection, storage, use, processing, disclosure and transfer of personal information. Pursuant to these laws and regulations, an internet information service provider is required to obtain a user’s consent to collect the user’s personal information, and is prohibited from gathering personal information that is unrelated to the services it provides, and the internet information service provider must also inform the user of the purposes, the means and the scope of the information collection and uses.applications. See “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations on Information Security,”Security” and “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations on Privacy Protection.” The following are examples of certain recent regulatory activities in mainland China in this area:

The Anti-monopoly Guidelines for the Platform Economy Sector published by the Anti-monopoly Committee of the State Council, effective on February 7, 2021, prohibits collection of user information through coercive means by online platforms operators.

In August 2021, the Standing Committee of the NPC promulgated the Personal Information Protection Law, which integrates the scattered rules with respect to personal information rights and privacy protection and took effect on November 1, 2021. We update our privacy policies from time to time to meet the latest regulatory requirements of PRC Cyber Securitygovernment authorities and adopt technical measures to protect data and ensure cybersecurity in a systematic way. Nonetheless, the Personal Information Protection Law iselevates the protection requirements for personal information processing, and many specific requirements of this 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 the personal information protection laws and regulations.

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Many of the data-related legislations are relatively new and certain concepts thereunder remain subject to interpretation by the regulator.regulators. In addition, according to the institutional reform plan of the State Council approved by the National People’s Congress on March 10, 2023, China will establish the National Data Bureau, which will be administered by the National Development and Reform Commission, or the NDRC. The National Data Bureau will be responsible for advancing the development of data-related fundamental institutions, coordinating the integration, sharing, development and application of data resources, and pushing forward the planning and building of a digital China, the digital economy and a digital society. Although we only gain access to anonymous device-level mobile behavioral data that is necessary for, and relevant to, the services provided, the data we obtain and use may include information that is deemed as “personal information” under the PRC Cyber Security Law of mainland China and related data privacy and protection laws and regulations. As such, we have adopted a series of measures in order to comply with the laws and regulations relating to the protection of personal information. We enter into a service agreement with each app developer that uses our developer services in their mobile apps, and we display privacy policies on our official website. Our service agreement and the privacy policies require each app developer to obtain consent from the end users of its apps in connection with data collection and use pursuant to the PRC Cyber Security Law of mainland China and related laws and regulations. We periodically check the app developers’ own agreements with their end users on a sampling basis, and we remind the app developers to rectify the situation where we find instances of non-compliance with our service agreements, such as their failure to obtain sufficient consents from their end users. Moreover, once the original mobile behavioral data is collected through developer services, our data processing platform immediately stores, cleanses, structures and encrypts the data, and we then utilize AI and machine learning technologies to conduct modeling exercises and data mining and develop data solutionsSAAS Businesses and targeted marketing that offer industry-specific, actionable insights for customers, in aggregated and anonymized form. In addition, we have adopted rigorous data security measures to prevent our data from unauthorized access or use or being retrieved to establish any connection with the device owners’ identities.

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While we take all these measures to comply with all applicable data privacy and protection laws and regulations, we cannot guarantee the effectiveness of the measures undertaken by us, app developers and business partners. If any data that we and the VIE possess belongs to data categories that are subject to heightened scrutiny, we may be required to adopt stricter measures for protection and management of such data. The activities of third partiesCybersecurity Review Measures and the Draft Regulations remain unclear on whether the relevant requirements will be applicable to companies that are already listed in the United States, such as us. We cannot predict the impact of the Cybersecurity Review Measures and the Draft Regulations, if any, at this stage, and we will closely monitor and assess any development in the rule-making process. If the Cybersecurity Review Measures and the enacted version of the Draft Regulations mandate clearance of cybersecurity review and other specific actions to be taken by issuers like us, we and the VIE face uncertainties as to whether these additional procedures can be completed by us or the VIE timely, or at all, which may subject us to government enforcement actions and investigations, fines, penalties, suspension of our non-compliant operations, or removal of our app developersfrom the relevant application stores, and business partners are beyond our control. Ifmaterially and adversely affect our business partners or app developers violateand results of operations. As of the PRC Cyber Security Lawdate of this annual report, we and relatedthe VIE have not been involved in any formal investigations on cybersecurity review made by the CAC on such basis.

In general, compliance with the existing laws and regulations relating to the protection of personal information, or fail to fully comply with the service agreements with us, or if any of our employees fail to comply with our internal control measures and misuse the information, we may be subject to penalties. For further information, see “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations on Privacy Protection.” Any failure or perceived failure to comply with all applicable data privacy and protectionmainland China, as well as additional laws and regulations or any failure or perceived failurethat regulatory bodies of our business partners or app developersmainland China may enact in the future, related to do so, or any failure or perceived failure of our employees to comply with our internal control measures,data security and personal information protection, may be costly and result in negative publicity and legal proceedings or regulatory actions againstadditional expenses to us, and could damage our reputation, discourage current and potential app developers and customers from using our services and/or data solutions and subject us to negative publicity, which could harm our reputation and business operations. There are also uncertainties with respect to how such laws and regulations will be implemented and interpreted in practice.

In addition, regulatory authorities around the world have 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 damages,policies, which could have a materialan adverse effect on our business and results of operations.

Furthermore, the interpretation and application of personal information protection laws and regulations and standards are still uncertain and evolving. We cannot assure you that relevant governmental authorities will not interpret or implement the laws or regulations in ways that negatively affect us. In addition, it is possible that we may become subject to additional or new laws and regulations regarding the protection of personal information or privacy-related matters in connection with the data we have access to and the data solutions we provide to customers. Moreover, as we implement our strategy to expand into selected global markets, we may become subject to personal information protection laws and regulations in the jurisdictions that we expand into. We may also become subject to regulatory requirements as a result of installations of apps integrated with our SDKs by residents of, or travelers who visit, certain jurisdictions, such as the 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 Union. Complying with additional orEconomic Area. The GDPR establishes new regulatory requirements could force us to incur substantial costs or require us to change our business practices. In additionapplicable to the regulatory requirements, user attitudes towardsprocessing of personal data, privacy areaffords new data protection rights to individuals and imposes penalties for serious data breaches. Individuals also evolving, and user concerns abouthave a right to compensation under the extentGDPR for financial or non-financial losses. In August 2022, we entered a cooperation agreement with WhatsApp to which personal information is accessible to, used by or shared withenable our customers or others may adversely affectto access WhatsApp’s messaging channels through our abilityplatform. In the event our customers send message to gain access to data and provide certain data solutions to our customers. Any occurrencethe residents of the abovementioned circumstances may negatively affect our businessEuropean Economic Area through these WhatsApp’s messaging channels, we would fulfill the data security protection obligations pursuant to relevant regulations and results of operations.

We rely on certain ad publishers for our targeted marketing business.

Our revenues from targeted marketing solutions are derived from placing display ads on publisher apps that we do not own. We currently access ad inventory through various channels, including major online media networkscustomers’ requirements, and we rely on certain advertisement publishers,implement security protection measures to process the protected information, such as Tencent, for access to a large amount of ad inventory. Our agreements with these publishers generally also do not include long-term obligations requiring them to make their inventory available to us.encrypting and desensitizing the data. As a result, our ability to continue to purchase inventory from these publishers depends in part on our ability to consistently pay sufficiently competitive fees for their internet display ad inventory as well as other factors. Similarly, as more companies compete for ad impressions on major platforms with a large amount of supply of ad inventory, ad inventory may become more expensive, which may adversely affect our ability to acquire ad inventory and resell it on a profitable basis. Any interference with our ability to maintain access to such inventory could materially reduce the amount of ad inventory that our solution relies on in order to deliver ads for our clients. In addition, since we rely on a limited number of publishers for access to significant portions of advertising inventory that our targeted marketing business depends on, the loss of access to ad inventory from one of those publishers would negatively impact our ability to deliver internet display ads for our targeted marketing customers. Any of these consequences could therefore adversely affect our results of operations and financial condition.

With the expansion of the breadth and quality of businesses that utilize our solution, we expect that our publisher base will grow. In addition, in order to grow our advertiser base, we must expand our access to new sources of internet display ad inventory and maintain a steady supplydate of this inventory. Our ability to attract new publishers will dependannual report, we and the VIE have not been involved in any investigations or aware of any claims on various factors, some of which are beyond our control. Therefore, we cannot assure you that we will successfully grow our relationships with new publishers or maintain and expand our access to ad inventory through other channels. In addition, even if we do grow our relationships, we cannot assure you that those relationships with publishers will be on favorable terms to us.such basis.

Therefore, if we are unable to acquire sufficient ad inventory through stable publisher relationships or intermediaries, our business and results of operations could be harmed.

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Security and privacy breaches may hurt our business.

We currently retain data from other parties, including data from mobile devices in secure database servers. It is essential for us to maintain the security of data that we store and process properly. We maintain a data security program. Once the original anonymous device-level mobile behavioral data is collected and aggregated, our platform stores, cleanses, structures and encrypts data. We also design and adopt other security controls to protect our data from breaches, including separation of data from external servers by firewalls, granting of limited access to designated employees, and maintaining a proper visit log. See “Item 4. Information Onon the Company—B. Business Overview—Our AI-Powered Data Processing Platform—Data Security.”

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TableGiven the nature of Contents

our business as an internet services provider to developers, we face the challenge of 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. Any security breach and data decryption, including those resulting from a cybersecurity attack, or any unauthorized access, unauthorized usage, virus or similar breach or disruption could result in the loss of the information that we gain access to and store, damage to our reputation, early termination of our contracts, litigation, regulatory investigations or other liabilities. If our data security measures or the data security measures utilized by app developers and customers are breached as a result of third-party action, employee error, malfeasance or otherwise and, as a result, someone obtains unauthorized access to confidential information of developers, customers and app end users, our reputation may be damaged, our business may suffer and we could incur significant liability.

Techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target. As a result, we may be unable to anticipate these techniques or to implement adequate preventative measures. If an actual or perceived security breach occurs, the market perception of our data security measures could be harmed and we could lose sales and customers.

In addition, the regulatory and enforcement regime of mainland China with regard to data security and data protection is evolving and may be subject to different interpretations or significant changes. For instance:

In June 2021, the Standing Committee of the NPC promulgated the Data Security Law, which took effect in September 2021. The Data Security Law, among other things, provides for security review procedure for data-related activities that may affect national security. In July 2021, the State Council promulgated the Regulations on the Security Protection of Critical Information Infrastructure, which became effective on September 1, 2021. Pursuant to this regulation, critical information infrastructure means key network facilities or information systems of critical industries or sectors, such as public communication and information service, energy, transportation, water conservation, finance, public services, e-government affairs and national defense science, the damage, malfunction or data leakage of which may endanger national security, people’s livelihoods and the public interest. In December 2021, the CAC, together with other authorities, jointly promulgated the Cybersecurity Review Measures, which became effective on February 15, 2022, and replaces its predecessor regulation. Pursuant to the Cybersecurity Review Measures, critical information infrastructure operators that procure internet products and services must be subject to the cybersecurity review if their activities affect or may affect national security. The Cybersecurity Review Measures further stipulates that network platform operators that hold personal information of over one million users shall apply with the Cybersecurity Review Office for a cybersecurity review before any public offering at a foreign stock exchange. The Cybersecurity Review Measures remain unclear on whether the relevant requirements will be applicable to further equity or debt offerings by companies that have completed the initial public offering in the United States. In addition to the potential review before foreign listings, the CAC has the discretion to initiate cybersecurity review on data processing activities which are deemed to affect or may affect national security. Thus, we cannot preclude the possibility that we would be subject to such ex officio security reviews, and it is uncertain whether the fact of us being listed in the United States would increase such a possibility. If we are subject to such a cybersecurity review, we may be ordered to suspend our business by disconnecting our products from our clients’ mobile apps, stopping developing new clients, businesses, among others. If we fail to pass the cybersecurity review, we may face penalties such as fines, orders to suspend relevant business, suspension of business, closure of websites, revocation of relevant business licenses and permits, and any of these could have a material adverse effect on our business and results of operations. However, the exact scope of “critical information infrastructure operators” under the current regulatory regime remains unclear, and the PRC government authorities may have wide discretion in the interpretation and enforcement of the applicable laws. Therefore, we cannot rule out the possibility that we may be deemed to be a critical information infrastructure operator under law of mainland China. If we are deemed to be a critical information infrastructure operator under the cybersecurity laws and regulations of mainland China, we may be subject to obligations in addition to what we have fulfilled under the cybersecurity laws and regulations of mainland China. At this stage, we are unable to predict the possible consequences of the Draft Regulations, if any, and we are monitoring and assessing the rulemaking process closely.

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In November 2021, the CAC released the Draft Regulations. The Draft Regulations provide that data processors refer to individuals or organizations that, during their data processing activities such as data collection, storage, utilization, transmission, publication and deletion, have autonomy over the purpose and the manner of data processing. In accordance with the Draft Regulations, data processors shall apply for a cybersecurity review for certain activities, including, among other things, (i) the listing abroad of data processors that process the personal information of more than one million users and (ii) any data processing activity that affects or may affect national security. However, there have been no clarifications from the relevant authorities as of the date of this annual report as to the standards for determining whether an activity is one that “affects or may affect national security.” In addition, the Draft Regulations requires that data processors that process “important data” or are listed overseas must conduct an annual data security assessment by itself or commission a data security service provider to do so, and submit the assessment report of the preceding year to the municipal cybersecurity department by the end of January each year. As of the date of this annual report, the Draft Regulations was released for public comment only, and their respective provisions and anticipated adoption or effective date may be subject to change with substantial uncertainty.

The uncertainties with respect to how such laws and regulations will be implemented and interpreted in practice, and the potential further enactment of laws and regulations by the regulatory bodies of mainland China may result in additional expenses to us, and subject us to negative publicity, which could harm our reputation and business operations.

Moreover, if a high profilehigh-profile security breach occurs with respect to another developer services or data solution provider,SAAS Businesses, our customers and potential customers may lose trust in the security of our developer services or data solutionsSAAS Businesses generally, which could adversely impact our ability to retain existing customers or attract new ones. Besides, any failure, or perceived failure to maintain the security of our data or to comply with applicable PRC or foreign privacy, data security and personal information protection laws and obligations may result in civil or regulatory liability, including governmental or data protection authority enforcement actions and investigations, fines, penalties, enforcement orders requiring us to cease operating in a certain way, litigation, or adverse publicity, and may require us to expend significant resources in responding to and defending allegations and claims.

Our business depends on strong brand and failing to maintain and enhance our brand would hurt our ability to expand our base of app developers and customers.

We believe that maintaining and enhancing our “Jiguang” brand identity and increasing market awareness of our company and products, particularly among app developers and publishers, is critical to achieving widespread acceptance of our platform, to strengthening our relationships with our existing customers and to our ability to attract new customers. The successful promotion of our brand will depend largely on our continued marketing efforts, our ability to continue to offer high quality products, our ability to maintain our leadership position and our ability to successfully differentiate our products and platform from competing products and services. Our brand promotion activities may not be successful or yield increased revenue. In addition, independent industry analysts may provide reviews of our products and competing products and services, which may significantly influence the perception of our products in the market. If the reviews are negative or not as strong as reviews of our competitors’ products and services, then our brand may be harmed.

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In addition, if we do not handle product complaints effectively, then our brand and reputation may suffer, app developers and customers may lose confidence in us and they may reduce or cease their use of our products. App developers and our customers may post and discuss on social media about internet-based products and services, including our products and platform. Our reputation depends, in part, on our ability to generate positive feedback and minimize negative feedback on social media channels where existing and potential customers seek and share information. If actions we take or changes we make to our products or platform upset these app developers and our customers, then their online commentary could negatively affect our brand and reputation. Complaints or negative publicity about us, our products or our platform could materially and adversely impact our ability to attract and retain users and customers, our business, results of operations and financial condition.

The promotion of our brand also requires us to make expenditures, and we anticipate that these expenditures will increase as our market becomes more competitive and as we expand into new markets. To the extent that these activities increase revenue, this revenue still may not be enough to offset the increased expenses we incur. If we do not successfully maintain and enhance our brand, then our business may not grow, we may see our pricing power reduced relative to competitors and we may lose users and customers, all of which would adversely affect our business, results of operations and financial condition.

If we fail to keep up with rapid changes in technologies, our future success may be adversely affected.

We utilize AI and machine learning technology and other advanced data technology tools to process data and productize our data solutions.SAAS Businesses and targeted marketing. The success of our business will depend, in part, on our ability to adapt and respond effectively to the technology development on a timely basis. If we are unable to develop new products that satisfy our customers and provide enhancements and new features for our existing products that keep pace with rapid technological and industry change, our business, results of operations and financial condition could be adversely affected. If new technologies emerge that are able to deliver competitive products and services at lower prices, more efficiently, more conveniently or more securely, such technologies could adversely impact our ability to compete effectively.

Our platform integrates with a variety of network, hardware, mobile and software platforms and technologies, and we need to continuously modify and enhance our products and platform to adapt to changes and innovation in these technologies. If app developers or customers adopt new software platforms or infrastructure, we may be required to develop new versions of our products to work with those new platforms or infrastructure. This development effort may require significant resources, which would adversely affect our business, results of operations and financial condition. Any failure of our products and platform to operate effectively with evolving or new platforms and technologies could reduce the demand for our products. We must continue to invest substantial resources in research and development to enhance our technology. If we are unable to respond to these changes in a cost-effective manner, our products may become less marketable and less competitive or obsolete, and our business, results of operations and financial condition could be adversely affected.

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We may not be able to compete successfully with our current or future competitors.

The market for developer servicesSAAS Businesses and data solutionsother business initiatives is intensely competitive and characterized by rapid changes in technology, developer and customer requirements, industry standards and frequent new product introductions and improvements. We face competition in all lines of business. In the future, as we further grow, we anticipate continued challenges from current competitors, as well as by new entrants into the industry including major online media networks, which may enjoy greater resources than us. See “Item 4. Information Onon the Company—B. Business Overview—Competition.” If we are unable to anticipate or effectively react to these competitive challenges, our competitive position could be weakened, and we could experience a decline in our growth rate or revenue that could adversely affect our business and results of operations.

Some of our existing competitors especially the competitors for our data solutionsSAAS Businesses have, and our potential competitors could have, substantial competitive advantages such as:

greater name recognition, longer operating histories and larger user bases;

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broader, deeper or otherwise more established relationships with technology, channel and business partners, including ad publishers and customers;

greater resources to make acquisitions;

larger and more mature intellectual property portfolios;

larger sales and marketing budgets and resources and the capacity to leverage their sales efforts and marketing expenditures across a broader portfolio of products; and

substantially greater financial, technical and other resources to provide support, to make acquisitions and to develop and introduce new products.

We may not compete successfully against our current or potential competitors. If we are unable to compete successfully, or if competing successfully requires us to take costly actions in response to the actions of our competitors, our business, financial condition and results of operations could be adversely affected. In addition, companies competing with us may have an entirely different pricing or distribution model. Increased competition could result in fewer customer subscriptions and transactions, price reductions, reduced operating margins and loss of market share. Further, we may be required to make substantial additional investments in research, development, marketing and sales in order to respond to such competitive threats, and we cannot assure you that we will be able to compete successfully in the future.

If any system failure, interruption or downtime occurs, our business, financial condition and results of operations may be materially and adversely affected.

Although we seek to reduce the possibility of disruptions and other outages, our platform may be disrupted by problems with our own cloud-based technology and system, such as malfunctions in our software or other facilities or network overload. Our systems may be vulnerable to damage or interruption caused by telecommunication failures, power loss, human error, computer attacks or viruses, earthquakes, floods, fires, terrorist attacks and similar events. While we locate our servers in multiple data centers across China, our system may not be fully redundant or backed up, and our disaster recovery planning may not be sufficient for all eventualities. Despite any precautions we may take, the occurrence of natural disasters or other unanticipated problems at our hosting facilities could result in interruptions in the availability of our products and services. Any interruption in the ability of app developers or customers to use our services and solutions could damage our reputation, reduce our future revenues, harm our future profits, subject us to regulatory scrutiny and lead users to seek alternative products.

Our servers may experience downtime from time to time, which may adversely affect our operations, brands and user perception of the reliability of our systems. Any scheduled or unscheduled interruption in the ability of users to use our servers could result in an immediate, and possibly substantial, loss of revenues.

We currently host our cloud service from third-party data center facilities operated by several different providers located in China.mainland China and Singapore. Any damage to, or failure of, our cloud service that is hosted by these third parties, whether as a result of our actions, actions by the third-party data centers, actions by other third parties, or acts of God, could result in interruptions in our cloud service and/or the loss of data. While the third-party hosting centers host the server infrastructure, we manage the cloud services through our technological operations team and need to support version control, changes in cloud software parameters and the evolution of our solutions. As we continue to add data centers and capacity in our existing data centers, we may move or transfer our data and our customers’ data. Despite precautions taken during this process, any unsuccessful data transfers may impair the delivery of our service. Impairment of, or interruptions in, our cloud services may reduce our revenues, subject us to claims and litigation, cause our customers to terminate their subscriptions and adversely affect our subscription renewal rates and our ability to attract new customers. Our business will also be harmed if app developers, customers and potential customers believe our services are unreliable.

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We do not control, or in some cases have limited control over, the operation of the data center facilities we use, and they are vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunications failures and similar events. They may also be subject to break-ins, sabotage, intentional acts of vandalism and similar misconduct, and to adverse events caused by operator error. We cannot rapidly switch to new data centers or move customers from one data center to another in the event of any adverse event. Despite precautions taken at these facilities, the occurrence of a natural disaster, an act of terrorism or other act of malfeasance, a decision to close the facilities without adequate notice, or other unanticipated problems at these facilities could result in lengthy interruptions in our service and the loss of accumulated data and our business.

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Interruption or failure of China’s internet infrastructure or information technology and communications systems of app developers and customers could impair our ability to effectively deliver our products.

Our business depends on the performance and reliability of the internet infrastructure in mainland China and the stability of information technology and communications systems of app developers, customers and publishers. The availability of our developer servicesSAAS Businesses and data solutions,targeted marketing, in part, depends on telecommunications carriers and other third-party providers for communications and storage capacity, including bandwidth and server storage, among other things. Almost all access to the internet in mainland China is maintained through state-owned telecommunication carriers under administrative control, and we obtain access to developers’ networks operated by such telecommunications carriers and internet service providers to deliver our developer services. We have experienced internet interruptions in the past, which were typically caused by service interruption of the value-added telecommunications service providers. In addition, since we rely on the performance of our publishers to deliver the ads, any interruption or failure of their information technology and communications systems may undermine the effectiveness of our advertising services and solutions and cause us to lose customers, which may harm our operating results.

We may not be able to prevent unauthorized use of our intellectual property, which could harm our business and competitive position.

We regard our trademarks, service marks, patents, domain names, trade secrets, proprietary technologies, know-how and similar intellectual property as critical to our success, and we rely on trademark and patent law, trade secret protection and confidentiality and invention assignment agreements with our employees and third parties to protect our proprietary rights. As of December 31, 2018,2022, within mainland China, we have 43had 58 patent applications pending and 35 patents registered. We own 5198 computer software copyrights, relating to various aspects of our developer servicesSAAS Businesses and data solutions.targeted marketing. In addition, we have filed 7 trademark applications and have maintained 33119 trademark registrations and 34 artwork copyrights in mainland China. We have also registered 16162 domain names, including www.jiguang.cn.www.jiguang.cn. There can be no assurance that any of our pending patent, trademark, software copyrights or other intellectual property applications will issue or be registered. Any intellectual property rights we have obtained or may obtain in the future may not be sufficient to provide us with a competitive advantage, and could be challenged, invalidated, circumvented, infringed or misappropriated. Given the potential cost, effort, risks and disadvantages of obtaining patent protection, we have not and do not plan to apply for patents or other forms of intellectual property protection for certain of our key technologies. If some of these technologies are later proven to be important to our business and are used by third parties without our authorization, especially for commercial purposes, our business and competitive position may be harmed.

Monitoring for infringement or other unauthorized use of our intellectual property rights is difficult and costly, and we cannot be certain that we can effectively prevent such infringement or unauthorized use of our intellectual property. From time to time, we may need to resort to litigation or other proceedings to enforce our intellectual property rights, which could result in substantial cost and diversion of resources. Our efforts to enforce or protect our intellectual property rights may be ineffective and could result in the invalidation or narrowing of the scope of our intellectual property or expose us to counterclaims from third parties, any of which may adversely affect our business and operating results.

In addition, it is often difficult to create and enforce intellectual property rights in mainland China and other countriesjurisdictions outside of the United States. Even where adequate, relevant laws exist in mainland China and other countriesjurisdictions outside of the United States, it may not be possible to obtain swift and equitable enforcement of such laws, or to enforce court judgments or arbitration awards delivered in another jurisdiction. Accordingly, we may not be able to effectively protect our intellectual property rights in such countries. Additional uncertainty may result from changes to intellectual property laws enacted in the jurisdictions in which we operate, and from interpretations of intellectual property laws by applicable courts and government bodies.

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Our confidentiality and invention assignment agreements with our employees and third parties, such as consultants and contractors, may not effectively prevent unauthorized use or disclosure of our confidential information, intellectual property or technology and may not provide an adequate remedy in the event of such unauthorized use or disclosure. Trade secrets and know-how are difficult to protect, and our trade secrets may be disclosed, become known or be independently discovered by others. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our service and solution features, software and functionality or obtain and use information that we consider confidential and proprietary. If we are not able to adequately protect our trade secrets, know-how and other confidential information, intellectual property or technology, our business and operating results may be adversely affected.

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We may be subject to intellectual property infringement claims or other allegations, which could result in our payment of substantial damages, penalties and fines, removal of data or technology from our system.

Third parties may own technology patents, copyrights, trademarks, trade secrets and internet content, which they may use to assert claims against us. Our internal procedures and licensing practices may not be effective in completely preventing the unauthorized use of copyrighted materials or the infringement of other rights of third parties by us or our users. The validity, enforceability and scope of protection of intellectual property rights in internet-related industries, particularly in mainland China, is uncertain and still evolving. For example, as we face increasing competition and as litigation becomes a more common way to resolve disputes in mainland China, we face a higher risk of being the subject of intellectual property infringement claims.

Although we have not been subject to claims or lawsuits outside China, we cannot assure you that we will not become subject to intellectual property laws in other jurisdictions, such as the United States. If a claim of infringement brought against us in the United States or another jurisdiction is successful, we may be required to pay substantial penalties or other damages and fines, enter into license agreements which may not be available on commercially reasonable terms or at all or be subject to injunction or court orders. Even if allegations or claims lack merit, defending against them could be both costly and time consuming and could significantly divert the efforts and resources of our management and other personnel.

Competitors and other third parties may claim that our officers or employees have infringed, misappropriated or otherwise violated their software, confidential information, trade secrets or other proprietary technology in the course of their employment with us. Although we take steps to prevent the unauthorized use or disclosure of such third-party information, intellectual property or technology by our officers and employees, we cannot guarantee that any policies or contractual provisions that we have implemented or may implement will be effective. If a claim of infringement, misappropriation or violation is brought against us or one of our officers or employees, we may suffer reputational harm and may be required to pay substantial damages, subject to injunction or court orders or required to remove the data and redesign our products or technology, any of which could adversely affect our business, financial condition and results of operations.

Further, we license and use technologies from third parties in our applications and platform. These third-party technology licenses may not continue to be available to us on acceptable terms or at all, and may expose us to liability. Any such liability, or our inability to use any of these third-party technologies, could result in disruptions to our business that could materially and adversely affect our operating and financial results.

Our use of open sourceopen-source technology could impose limitations on our ability to develop our products and platform.

We use open sourceopen-source software in our applications and platform and expect to continue to use open sourceopen-source software in the future. Although we monitor our use of open sourceopen-source software to avoid subjecting our applications and platform to conditions we do not intend, we may face allegations from others alleging ownership of, or seeking to enforce the terms of, an open sourceopen-source license, including by demanding release of the open sourceopen-source software, derivative works, or our proprietary source code that was developed using such software. These allegations could also result in litigation. The terms of many open sourceopen-source licenses have not been interpreted by U.S. courts or foreign courts. As a result, there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to develop our applications and technology and further commercialize our products and platform. In such an event, we could be required to seek licenses from third parties to continue applying our applications, to make our proprietary code generally available in source code form, to re-engineer our applications or to discontinue the offering of our service if re-engineering could not be accomplished on a timely basis, any of which could adversely affect our business, operating results and financial condition. In addition to risks related to license requirements, our use of certain open sourceopen-source software may lead to greater risks than use of third partythird-party commercial software, as open sourceopen-source licensors generally do not provide warranties or controls on the origin of the software. Additionally, because any software source code we contribute to open sourceopen-source projects is publicly available, our ability to protect our intellectual property rights with respect to such software source code may be limited or lost entirely, and we are unable to prevent our competitors or others from using such contributed software source code. Any of these risks could be difficult to eliminate or manage and, if not addressed, could adversely affect our business, financial condition and results of operations.

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Our technologies may include design or performance defects and may not achieve their intended results, any of which may impair our future revenue.

Our technologies for data processing and solutions are relatively new, and they may contain design or performance defects that are not detectable even after extensive internal testing and may become apparent only after widespread and long term of commercial use. Any defect in those technologies as well as their subsequent alterations and improvements could hinder the effectiveness of our platform, which would have a material and adverse effect on our competitiveness, reputation and future prospects. It is not clear whether China’s existing product liability laws apply to software systems like ours. We cannot assure you that if our technologies are found to have design or performance defects, we will not be liable for product liability claims in China. Although we have not experienced any product liability claims to date, we cannot assure you that we will not do so in the future.

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App developer growth and engagement depend upon effective interoperation with the apps, mobile operating systems, networks, mobile devices and standards that we do not control.

We make our developer services available across a variety of mobile apps, mobile operating systems and devices. We are dependent on the interoperability of our services with popular mobile apps and devices and mobile operating systems that we do not control, such as Android and iOS. Any changes in such app functions, mobile operating systems or devices that degrade the functionality of our developer services or give preferential treatment to competitive services could adversely affect usage of our services. Mobile operating systems or device manufacturers may develop competing solutions which may interface more effectively with their operating systems and devices. In order to deliver high quality services, it is important that our services work well across a range of apps, mobile operating systems, networks, mobile devices and standards that we do not control.

We may not be successful in developing relationships with key participants in the mobile industry or in developing services that operate effectively with these apps, operating systems, networks, devices and standards. In the event that it is difficult for our app developers to access and use our services, our app developer growth and engagement could be harmed, our data resources may be limited and our business and operating results could be adversely affected.

If we fail to obtain and maintain the requisite licenses and approvals required under complex regulatory environment applicable to our business in mainland China, or if we are required to take actions that are time-consuming or costly, our business, financial condition and results of operations may be materially and adversely affected.

The internet and mobile industries in mainland China are highly regulated. OurThe VIE is required to obtain and maintain applicable licenses and approvals from different regulatory authorities in order to provide their current services. Under the current PRC regulatory scheme of mainland China, a number of regulatory agencies, including but not limited to, the Ministry of Industry and Information Technology, or MIIT, and the State Internet Information Office, or the SIIO,Cyberspace Administration of China, jointly regulate all major aspects of the internet industry, including the mobile internet business. OurThe VIE also provides mobile app data analysis product to both domestic and foreign financial industry clients, and may be considered as engaging in foreign-related investigation business. Under the current PRC regulatory scheme ourof mainland China, the VIE may be required to obtain a foreign-related investigation license. Operators must obtain various government approvals and licenses for relevant internet or mobile business. See “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations on Telecommunications Services and Foreign Ownership Restrictions” and “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations on Foreign-related Investigation.”

We have obtained two value-added telecommunication business licenses covering different scope of operations and a foreign-related investigation license. These licenses are essential to the operation of our business and are generally subject to regular government review or renewal. However, we cannot assure you that we can successfully renew these licenses in a timely manner or that these licenses are sufficient to conduct all of our present or future business.

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We may also be required to obtain the personal credit reporting business license. See “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations on Credit Reporting.” The PRC government has adopted several regulations governing personal credit reporting businesses. According to the Administrative Regulations on the Credit Reporting Industry, which was promulgated by the State Council and became effective in 2013, “personal credit reporting business” means the activities of collecting, organizing, storing and processing “information related to the credit standing” of individuals as well as providing the information to others, and a “credit reporting agency” refers to a duly established agency whose primary business is credit reporting. These regulations, together with the Administrative Measures for Credit Reporting Agencies, which was promulgated by the People’s Bank of China and became effective in 2013, set forth qualification standards for entities conducting a credit reporting business in mainland China, rules and requirements for credit reporting businesses and operating standards for credit reporting agencies. According to these regulations and measures, no entity may engage in personal credit reporting business without approval by the credit reporting industry regulatory department under the State Council. If any entity directly engages in personal credit reporting business without such approval, the entity is subject to penalties including suspension of business, confiscation of revenues related to personal credit reporting business, fines of RMB50,000 to RMB500,000 and criminal liabilities. On September 27, 2021, the PBOC promulgated the Administrative Measures for Credit Information Services, or the Credit Information Services Measures, which took effect on January 1, 2022. Pursuant to the Credit Information Services Measures, Credit Information Services, shall mean the collection, sorting, retention, and processing of credit information of enterprises and individuals, and the provision of the foregoing information to information users. Credit information, shall mean the basic individual information, lending information and other relevant information used for identification and determination of creditworthiness status of enterprises and individuals, and collected pursuant to the law for the purpose of providing services for financial activities, as well as the analyzed and evaluated information formed based on the foregoing information. Persons engaging in personal credit information services shall obtain the personal credit information organization license issued by the PBOC pursuant to the Credit Information Services Measures. We provide financial risk management solutions to financial institutions as well as emerging technology companies based on device-level mobile behavior data. Due to the lack of further interpretations of the current regulations governing personal credit reporting businesses, the exact definition and scope of “information related to credit standing” and “personal credit reporting business” under the current regulations are unclear. It is therefore uncertain whether we or the VIE would be deemed to engage in personal credit reporting business because of our or the VIE’s financial risk management solutions. As of the date of this annual report, we and the VIE have not been subject to any fines or other penalties under any PRC laws or regulations of mainland China related to personal credit reporting business. However, given the evolving regulatory environment of the personal credit reporting industry, we cannot assure you that we will not be required in the future by the relevant governmental authorities to obtain approval or license for personal credit reporting business in order to continue offering our financial risk management solutions. Our business may also become subject to other rules and requirements related to credit reporting business, or new rules and requirements (including approval or license regime) promulgated by the relevant authorities in the future. The existing and future rules and regulations may be costly to comply with, and we may not be able to obtain any required license or other regulatory approvals in a timely manner, or at all. If we are subject to penalties for any of the foregoing reasons, our business, financial condition, results of operations and prospects could be materially and adversely affected.

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Considerable uncertainties exist regarding the interpretation and implementation of existing and future laws and regulations governing our business activities. We cannot assure you that we will not be found in violation of any future laws and regulations or any of the laws and regulations currently in effect due to changes in the relevant authorities’ interpretation of these laws and regulations. If we fail to complete, obtain or maintain any of the required licenses or approvals or make the necessary filings, we may be subject to various penalties, such as confiscation of the net revenues that were generated through the unlicensed internet or mobile activities, the imposition of fines and the discontinuation or restriction of our operations.Any such penalties may disrupt our and the VIE’s business operations and materially and adversely affect our business, financial condition and results of operations.

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Future acquisitions, strategic investments, partnerships or alliances could be difficult to integrate, and could require significant management attention, disrupt our business, dilute shareholder value, involve anti-monopoly concerns and adversely affect our results of operations.

We may seek to acquire, or make investment in additional businesses, products or technologies in both domestic and overseas markets. For example, we acquired the MLINK business from Shanghai Liehong Informationa majority equity interest of Wuhan SendCloud Technology Limited CompanyCo., Ltd., or SendCloud, in March 20192022 for a total cash consideration of RMB8.0RMB34.5 million (US$1.25.4 million). However, we have limited experience in acquiring, investing in and integrating businesses, products and technologies. If we identify an appropriate candidate for acquisition or investment, we may not be successful in negotiating the terms and/or financing of the transaction, and our due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired business, product or technology, including issues related to intellectual property, product quality or architecture, regulatory compliance practices, revenue recognition or other accounting practices or employee or customer issues.

Any acquisition or investment may require us to use significant amounts of cash, issue potentially dilutive equity securities or incur debt. In addition, acquisitions involve numerous risks, any of which could harm our business, including:

difficulties in integrating the operations, technologies, services and personnel of acquired businesses, especially if those businesses operate outside of our core competency;

cultural challenges associated with integrating employees from the acquired company into our organization;

reputation and perception risks associated with the acquired product or technology by the general public;

ineffectiveness or incompatibility of acquired technologies or services;

potential loss of key employees of acquired businesses;

inability to maintain the key business relationships and the reputations of acquired businesses;

diversion of management’s attention from other business concerns;

litigation for activities of the acquired company, including claims from terminated employees, clients, former shareholders or other third parties;

failure to identify all of the problems, liabilities or other shortcomings or challenges of an acquired company, technology, or solution, including issues related to intellectual property, solution quality or architecture, regulatory compliance practices, revenue recognition or other accounting practices or employee or client issues;

in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries;

costs necessary to establish and maintain effective internal controls for acquired businesses;

failure to successfully further develop the acquired technology in order to recoup our investment; and

increased fixed costs.

If we are unable to successfully integrate any future business, product or technology we acquire, our business and results of operations may suffer.

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Any loss of key personnel or inability to attract, retain and motivate qualified personnel may impair our ability to expand our business.

Our success is substantially dependent upon the continued service and performance of our senior management team and key technical, marketing and sales personnel, including our senior management. The replacement of any members of our senior management team likely would involve significant time and costs and may significantly delay or prevent the achievement of our business objectives.

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Our future success also depends, in part, on our ability to continue to attract, integrate and retain highly skilled personnel. Competition for highly skilled personnel, including, in particular, engineers, is frequently intense. We must offer competitive compensation and opportunities for career growth in order to attract and retain these highly skilled employees. Any failure to successfully attract, integrate, or retain qualified personnel to fulfill our current or future needs may negatively impact our growth.

Allegations or lawsuits against us or our management may harm our reputation and business.

We have been, and may in the future be, subject to allegations or lawsuits brought by our competitors, customers, employees or other individuals or entities, including claims of breach of contract or unfair competition. As of December 31, 2018,the date of this annual report, there were two lawsuitsno lawsuit in respect of labor disputesdispute pending against us with an aggregate amount of damages sought of approximately RMB300 thousand (US$45 thousand).us. Any suchpotential allegation or lawsuits, with or without merit, or any perceived unfair, unethical, fraudulent or inappropriate business practice by us or perceived malfeasance by our management could harm our reputation and user base and distract our management from our daily operations. Allegations or lawsuits against us may also generate negative publicity that significantly harms our reputation, which may materially and adversely affect our user base and our ability to attract app developers and customers. In addition to the related cost, managing and defending litigation and related indemnity obligations can significantly divert management’s attention. We may also need to pay damages or settle the litigation with a substantial amount of cash. All of these could have a material adverse impact on our business, results of operation and cash flows.

If we fail to developmaintain proper and maintain an effective system of internal controls, we mayour ability to produce accurate financial statements on a timely basis could be unable to accurately or timely report our financial results or prevent fraud, and investor confidence and the market price of the ADSs may be materially and adversely affected.impaired.

Prior toSince our initial public offering we have been a private company with limited accounting personnel and other resources with which to address our internal control over financial reporting. In connection with the audits of our consolidated financial statements as of December 31, 2017 and 2016 and for the years ended December 31, 2017 and 2016, we and our independent registered public accounting firm identified a material weakness in our internal control over financial reporting.

As defined in the standards established by the U.S. Public Company Accounting Oversight Board, or PCAOB, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness that has been identified related to our lack of sufficient financial reporting personnel with appropriate level of knowledge and experience in application of U.S. GAAP and SEC reporting requirements to properly address complex U.S. GAAP accounting issues and to prepare and review our consolidated financial statements and related disclosures to fulfill U.S. GAAP and SEC financial reporting requirements.

We have begun to implement measures to address the material weakness. See “Item 15. Controls and Procedures—Internal Control Over Financial Reporting.” However, the implementation of these measures may not fully address the material weakness in our internal control over financial reporting, and our management concluded that the material weakness still existed as of December 31, 2018. Our failure to correct the material weakness or our failure to discover and address any other control deficiencies could result in inaccuracies in our financial statements and impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations and prospects, as well as the trading price of our ADSs may be materially and adversely affected. Moreover, ineffective internal control over financial reporting could significantly hinder our ability to prevent fraud.

Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. It is possible that, had our independent registered public accounting firm conducted an audit of our internal control over financial reporting, such firm mighton Nasdaq in July 2018, we have identified additional material weaknesses and deficiencies. We arebecome subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act or Section 404, required that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending December 31, 2019. In addition, once we cease 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. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue an adverse report if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, as a public company, our reporting obligations may place a significant strain on ourFurthermore, we have incurred and anticipate that we will continue to incur considerable costs, management operationaltime and financialother resources in an effort to comply with Section 404 and systems forother requirements of the foreseeable future.Sarbanes-Oxley Act. We may be unable to timely complete our evaluation testing and any required remediation.

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TableOur management conducted an evaluation of Contents

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify other weaknesses and deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the adequacyeffectiveness of our internal control over financial reporting as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basisand concluded that we have effectiveour internal control over financial reporting was effective as of December 31, 2022. See “Item 15. Controls and Procedures.” However, there is no assurance that we will not have any material weakness in accordance with Section 404. If we failthe future. Failure to achievediscover and maintain an effective internaladdress any control environment, wedeficiencies could suffer material misstatementsresult in inaccuracies in our financial statements and failimpair our ability to meet ourcomply with applicable financial reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations,requirements and lead torelated regulatory filings on a decline in the trading price of the ADSs. Additionally,timely basis. Moreover, ineffective internal control over financial reporting could expose ussignificantly hinder our ability to increased riskprevent fraud. If we fail to develop or maintain an effective system of internal control over financial reporting, our management and our independent registered public accounting firm may not conclude on an on-going basis that our internal control over financial reporting is effective. This conclusion could adversely impact the market price of our ADSs due to a loss of investor confidence in the reliability of our reporting processes.

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In addition, our internal control over financial reporting may not prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or misuseif we are unable to maintain proper and effective internal controls, we may not be able to produce timely and accurate financial statements. If that were to happen, the market price of corporate assetsour ADSs could decline and we could be subject us to potential delisting fromsanctions or investigations by the Nasdaq, SEC or other regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements for prior periods.authorities.

Our results of operations may be subject to seasonal fluctuation due to a number of factors, any of which could adversely affect our business and operation results.

The historical seasonality of our business has been relatively mild due to our rapid growth in SAAS Businesses, but it may increase further in the future. 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 we grow, our quarterly revenues and operating results may be subject to seasonal fluctuations, depending upon a number of factors which may be out of our control. We may experience weaker demands for targeted marketing business in the first quarter of each year due to the Chinese New Year holidays. Expenditures by advertisers vary in cycles and tend to reflect overall economic conditions, both in China and globally, as well as budgeting and buying patterns in different industries and companies. Advertisers may alternate between periods with major advertising campaigns and periods of relative inactivity. Because most advertising campaigns are short in duration and we typically sign contracts on a campaign-by-campaign basis, it is difficult for us to forecast our results of operations for future quarters. Our quarterly revenues and our costs and expenses as a percentage of our revenues may be significantly different from our historical or projected rates. Our operating results in future quarters may fall below expectations. Any of these events could cause the price of the ADSs to fall. If our revenues for a particular quarter are lower than expected, we may be unable to reduce our operating expenses and cost of revenues for that quarter by a corresponding amount, which would harm our operating results for that quarter relative to our operating results from prior quarters.

We may be the subject of anti-competitive, harassing or other detrimental conduct that could harm our reputation and cause us to lose users and customers.

In the future we may be the target of anti-competitive, harassing, or other detrimental conduct by third parties. Allegations, directly or indirectly against us or any of our executive officers, may be posted in internet chat-rooms or on blogs or websites by anyone, whether or not related to us, on an anonymous basis. The availability of information on social media platforms and devices is virtually immediate, as is its impact. Social media platforms and devices immediately publish the content their subscribers and participants post, often without filters or checks on the accuracy of the content posted. Information posted may be inaccurate and adverse to us, and it may harm our business, annual report or financial performance. The harm may be immediate without affording us an opportunity for redress or correction. In addition, such conduct may include complaints, anonymous or otherwise, to regulatory agencies. We may be subject to regulatory or internal investigation as a result of such third-party conduct and may be required to expend significant time and incur substantial costs to address such third-party conduct, and there is no assurance that we will be able to conclusively refute each of the allegations within a reasonable period of time, or at all. Additionally, our reputation could be harmed as a result of the public dissemination of anonymous allegations or malicious statements about our business, which in turn may cause us to lose users and customers and adversely affect the price of the ADSs.

Non-compliance on the part of third parties with whom we cooperate to conduct business, deterioration of their service quality or termination of their services, could disrupt our business and adversely affect our results of operations.

Our business partners, including publishers and third partythird-party data service providers, may be subject to regulatory penalties or punishments because of their regulatory compliance failures, which may disrupt our business. Any legal liabilities of, or regulatory actions against, our business partners may affect our business activities and reputation and, in turn, our results of operations. For example, we collaborate with third-party data service providers who supplement our dataset and maintain a strict vetting process before engaging such third-party data service providers to ensure the integrity and quality data, but we cannot assure that these service providers have accessed and processed data in a proper and legal manners and any noncompliance on their part may cause potential liabilities to us and disrupt our operations.

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We exercise no control over the third parties with whom we have business arrangements. If such third parties increase their prices, fail to provide their services effectively or in high quality, terminate their service or agreements or discontinue their relationships with us, we could suffer service interruptions, reduced revenues or increased costs, any of which may have a material adverse effect on our business, financial condition and results of operations.

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We have granted and may continue to grant share options or other equity incentives in the future, which may result in increased share-based compensation expenses.

We adopted a stock incentive plan in July 2014, or the 2014 Plan, and a stock incentive plan in March 2017, or the 2017 Plan and a stock incentive plan in December 2021, or the 2021 Plan. Under the 2014 Plan, we are authorized to grant share awards for issuance of up to a maximum of 5,500,000 common shares. Under the 2017 Plan, as amended, we are authorized to grant awards for issuance of up to a maximum of 6,015,137 Class A common shares. Under the 2021 Plan, we are authorized to grant share awards for issuance of up to a maximum of 4,000,000 common shares. In 20172020, 2021 and 2018,2022, we recorded RMB8.3RMB28.9 million, RMB30.2 million and RMB24.6RMB15.5 million (US$3.62.2 million) in share-based compensation expenses, respectively. The amount of these expenses is based on the fair value of the share-based compensation awards we granted, and the recognition of unrecognized share-based compensation cost will depend on the forfeiture rate of our unvested restricted shares. Expenses associated with share-based compensation have affected our net income and may reduce our net income in the future, and any additional securities issued under share-based compensation schemes will dilute the ownership interests of our shareholders, including holders of the ADSs. We believe the granting of share-based compensation is of significant importance to our ability to attract and retain key personnel, employees and consultants, and we will continue to grant share-based compensation 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 need additional capital, and financing may not be available on terms acceptable to us, or at all.

We believe our cash and cash equivalents on hand will be sufficient to meet our current and anticipated needs for general corporate purposes for at least the next 12 months. We may, however, need additional cash resources in the future if we experience changes in business conditions or other developments. We may also need additional cash resources in the future if we find and wish to pursue opportunities for investment, acquisition, capital expenditure or similar actions. If we determine in the future that our cash requirements exceed the amount of cash and cash equivalents we have on hand, we may seek to issue equity or equity linked securities or obtain debt financing. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased 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.

Our business, financial condition and results of operations, as well as our ability to obtain financing, Further, we may be adversely affected by a crisis in the banking industry. For example, on March 10, 2023, the Federal Deposit Insurance Corporation, took control and was appointed as the receiver of Silicon Valley Bank, or SVB. We have not held funds at SVB other than a negligible amount as of December 31, 2022, and we have withdrawn all remaining funds from SVB by March 31, 2023.If banks and financial institutions enter receivership or become insolvent in the future and a portion of our cash or cash equivalents is held in such banks and financial institutions, our ability to access our existing cash and cash equivalents may be impacted and could have a material adverse effect on our business and financial condition.

A severe or prolonged downturn in the Chinese or global or Chinese economy.economy could materially and adversely affect our business and financial condition.

TheCOVID-19 pandemic has had a widespread impact on the global economy since 2020. The pandemic remains ongoing and continues to evolve, and its long-term impact on economic growth is unknown, especially considering the multiple recent outbreaks in various countries and regions as well as the uncertainties brough by the vaccination programs. Even before the outbreak of COVID-19, the global macroeconomic environment is facing challenges, including the end of quantitative easing by the U.S. Federal Reserve, the economic slowdown in the Eurozone since 2014 and uncertainties over the impact of Brexit.numerous challenges. The growth rate of the Chinese economy has gradually slowed down since 2012 compared to the previous decade2010 and the trend may continue. According to the National Bureau of Statistics of China, China’s gross domestic product (GDP) growth was 6.6% in 2018. There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States and China. There have been concerns over unrestThe 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 Europe and Africa.elsewhere may increase market volatility across the globe. There have also been concerns onabout the relationship between China and other countries, including the surrounding Asian countries, as well aswhich may potentially have economic effects. In particular, there is significant uncertainty about the future relationship between the United States which may potentially leadand China with respect to foreign investors closing down their business or withdrawing their investment in Chinatrade policies, treaties, government regulations and thus exiting the China market, and other economic effects.tariffs. Economic conditions in China are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China.

Any severe or prolonged slowdown in the global or Chinese economy may have a negative impact onmaterially and adversely affect our business, results of operations and financial condition, and continued turbulence in the international markets may adversely affect our ability to access the capital markets to meet liquidity needs. Our customers may reduce or delay spending with us, while we may have difficulty expanding our customer base fast enough, or at all, to offset the impact of decreased spending by our existing customers. In addition, to the extent we offer credit to any customer and the customer experiences financial difficulties due to the economic slowdown, we could have difficulty collecting payment from the customer. Moreover, a slowdown or disruption in the global or Chinese economy may have a material and adverse impact on the financing available to us. The weakness in the economy could erode investor confidence, which constitutes the basis of the credit market.condition.

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We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.

We are subject to rules and regulations by various governing bodies, including, for example, the Securities and Exchange Commission, which is charged with the protection of investors and the oversight of companies whose securities are publicly traded, and the various regulatory authorities in mainland China and the Cayman Islands, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs

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necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

If we fail to establish branch offices in all areas we operate, we may be subject to penalties and our business operations could be adversely affected.

Under PRC law, a company setting up premises for business operations outside its residence address must register the premises as branch offices with the competent local industry and commerce bureau and obtain business licenses for them as branch offices. As of the date of this annual report, we have not been able to register all the premises as branch offices in the relevant cities where we operate our business, including Beijing, Shanghai, Guangzhou and Chengdu. We are in the process of applying for the registration of these premises and we cannot assure you whether the registration can be completed in a timely manner. Although we have not been subject to any query or investigation by any PRC government authority regarding the absence of such registration and the net revenue attributable to the operation from these premise is insignificant, if the PRC regulatory authorities determine that we are in violation of the relevant laws and regulations, we may be subject to penalties, including fines, confiscation of income and suspension of operation. If we become subject to these penalties, our business, results of operations, financial condition and prospects could be materially and adversely affected.

We have limited business insurance coverage.

The insurance companies in mainland China currently offer limited business-related insurance products. We do not maintain business interruption insurance or general third-party liability insurance, nor do we maintain property insurance, product liability insurance or key-man insurance. We consider this practice to be reasonable in light of the nature of our business and the insurance products that are available in mainland China and in line with the practices of other companies in the same industry of similar size in mainland China. Any uninsured risks may result in substantial costs and the diversion of resources, which could adversely affect our results of operations and financial condition.

We face risks related to health epidemics, severe weather conditions and other outbreaks.

Our business could be adversely affected by the effects of avian influenza, severe acute respiratory syndrome (SARS), the influenza A virus, Ebola virus, severe weather conditions or other epidemics or outbreaks. Health or other government regulations adopted in response to an epidemic, severe weather conditions such as snow storms,snowstorms, floods or hazardous air pollution, or other outbreaks may require temporary closure of our offices. Such closures may disrupt our and the VIE’s business operations and adversely affect our results of operations. For example, our business has been adversely affected by the outbreak of COVID-19. See “ —Our business may continue to be materially and adversely affected by the effects of the COVID-19 pandemic in China.”

We are also vulnerable to natural disasters and other calamities. Fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events may give rise to server interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to provide content and services on our platform.

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Our business may continue to be materially and adversely affected by the effects of the COVID-19 pandemic in China.

Beginning in 2020, outbreaks of COVID-19 resulted in the temporary closure of many corporate offices, retail stores, and manufacturing facilities across China. Normal economic life throughout China was sharply curtailed. We took a series of measures to protect our employees, including temporarily closing our offices, facilitating remote working arrangements for our employees, and canceling business meetings and travels.The operations of our business partners in mainland China were also impacted. The population in most of the major cities was locked down to a greater or lesser extent at various times and opportunities for discretionary consumption were extremely limited. In particular, our customers in healthcare, travel, auto/transportation, and financial services industries were negatively impacted by the outbreak of COVID-19, which reduced their budgets on advertising and marketing and adversely impacted our revenue from advertisement. In addition, customers may require additional time to pay us or fail to pay us at all, which could significantly increase the amount of accounts receivable and require us to record additional allowances for doubtful accounts. These events have materially and adversely affected our business since 2020 and contributed to lower revenues, additional allowances for doubtful accounts, write-off of bad debts and rising costs.

China began to modify its zero-COVID policy at the end of 2022, and most of the travel restrictions and quarantine requirements were lifted in December. There were surges of cases in many cities during this time which caused disruption to our and our customers’ operations, and there remains uncertainty as to the future impact of the virus, especially in light of this change in policy. The extent to which the pandemic impacts our results of operations going forward will depend on future developments which are highly uncertain and unpredictable, including the frequency, duration and extent of outbreaks of COVID-19, the appearance of new variants with different characteristics, the effectiveness of efforts to contain or treat cases, and future actions that may be taken in response to these developments. China may experience lower domestic consumption, higher unemployment, severe disruptions to exporting of goods to other countries and greater economic uncertainty, which may impact the customer demand for some of our products in a materially negative way. Our customers will need time to recover from the economic effects of the pandemic even after business conditions begin to return to normal. Consequently, the COVID-19 pandemic may continue to materially and adversely affect our business, financial condition and results of operations in the current and future years.

Certain of our leasehold interests in leased properties have not been registered with the relevant PRC governmental authorities as required by relevant PRC laws.laws of mainland China. The failure to register leasehold interests may expose us to potential fines.

We have not registered certain of our lease agreements with the relevant government authorities.    Under the relevant PRC laws and regulations of mainland China, we may be required to register and file with the relevant government authority executed leases. The failure to register the lease agreements for our leased properties will not affect the validity of these lease agreements, but the competent housing authorities may order us to register the lease agreements in a prescribed period of time and impose a fine ranging from RMB1,000 to RMB10,000 for each non-registered lease if we fail to complete the registration within the prescribed timeframe.

We lease premises and may not be able to fully control the rental costs, quality, maintenance and our leasehold interest in these premises, nor can we guarantee that we will be able to successfully renew or find suitable premises to replace our existing premises upon expiration of the existing leases.

We lease all the premises used in our operations from third parties. We require the landlords’ cooperation to effectively manage the condition of such premises, buildings and facilities. In the event that the condition of the office premises, buildings and facilities deteriorates, or if any or all of our landlords fail to properly maintain and renovate such premises, buildings or facilities in a timely manner or at all, the operation of our offices could be materially and adversely affected.

Moreover, certain lessors have not provided us with valid ownership certificates or authorization of sublease for our leased properties. Under the relevant PRC laws and regulations of mainland China, if the lessors are unable to obtain certificate of title because such real estates were built illegally or failed to pass the inspection, such lease contracts may be recognized as void. In addition, if our lessors are not the owners of the properties and they have not obtained consents from the owners or their lessors or permits from the relevant government authorities, our leases could be invalidated. If this occurs, we may have to renegotiate the leases with the owners or the parties who have the right to lease the properties, and the terms of the new leases may be less favorable to us.

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As of the date of this annual report, we are not aware of any material claims or actions being contemplated or initiated by government authorities, property owners or any other third parties with respect to our leasehold interests in or use of such properties. However, we cannot assure you that our use of such leased properties will not be challenged.

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Failure to make adequate contributions to various employee benefit plans as required by PRCthe regulations of mainland China may subject us to penalties.

Companies operating in mainland China are required to participate in various government sponsored employee benefit plans, including certain social insurance, housing funds and other welfare-oriented payment obligations, and contribute to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of our employees up to a maximum amount specified by the local government from time to time at locations where we operate our businesses. The requirement of employee benefit plans has not been implemented consistently by the local governments in mainland China given the different levels of economic development in different locations. Our PRCmainland China entities have not made adequate employee benefit payments and have not made employee benefit payments for all employees and we have recorded accruals for estimated underpaid amounts in our financial statements. We may be required to make up the contributions for these plans as well as to pay late fees and fines. If we are subject to late fees or fines in relation to the underpaid employee benefits, our financial condition and results of operations may be adversely affected.

Risks Related to Our Corporate Structure

If the PRC government finds that the agreements that establish the structure for operating some of our or the VIE’s business operations in mainland China do not comply with PRC regulations of mainland China 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 interest in those operations.

Foreign ownership of certain parts of our businesses including value-added telecommunications services is subject to restrictions under current PRC laws and regulations.regulations of mainland China. The PRC government regulates internet access, distribution of online information and online advertising through strict business licensing requirements and other government regulations. For example, foreign investors, with a few exceptions, are not allowed to own more than 50% of the equity interests in a value-added telecommunications service provider (excluding e-commerce) and any such foreign investor must have experience in providing value-added telecommunications services overseas and maintain a good track record. On March 29, 2022, the Decision of the State Council on Revising and Repealing Certain Administrative Regulations, which took effect on May 1, 2022, was promulgated to amend certain provisions of regulations including the Provisions on the Administration of Foreign-Invested Telecommunications Enterprises (2016 Revision), the requirement for major foreign investor to demonstrate a good track record and experience in operating value-added telecommunications businesses is deleted.

We areAurora is a Cayman Islands exempted company and our PRCmainland China subsidiary, namely our WFOE, is a foreign-invested enterprise. Accordingly, our WFOE is not eligible to provide value-added telecommunications services in mainland China. As a result, ourthe variable interest entity in PRC,mainland China, namely Hexun Huagu, holds a value-added telecommunications business operation licenseslicense as a value-added telecommunications service provider. We entered into a series of contractual arrangements with Hexun Huagu, or ourthe VIE, and its shareholders, which enable us to (i) exercise effective control over ourdirect the activities of the VIE, (ii) receive substantially all of the economic benefits of ourthe VIE, and (iii) have an exclusive call option to purchase all or part of the equity interests and assets in ourthe VIE when and to the extent permitted by PRC law.the laws of mainland China. As a result of these contractual arrangements, we have control over and are considered the primary beneficiary of ourthe VIE and hence consolidate theirits financial results into our consolidated financial statements under U.S. GAAP. See “Item 4. Information onGAAP for accounting purposes. In 2020, 2021 and 2022, we derived 97.7%, 95.0% and 96.7% of our external revenues from the Company—C. Organizational Structure” for further details.VIE, respectively.

In the opinion of our PRC legal counsel, Han Kun Law Offices, (i) the ownership structure of ourthe PRC subsidiary and the VIE in China and our WFOE are not in violation of applicable PRC laws and regulations currently in effect; and (ii) the contractual arrangements between our WFOE, our VIE and its shareholders governed by PRC laws and regulations are valid, binding and enforceable, and willdoes not result in any violation of applicableany explicit requirements under any PRC laws and regulations.regulations in all material aspects; (ii) each of the VIE agreements is valid, binding and enforceable in accordance with its terms; and (iii) the execution, delivery and performance of the contractual arrangements do not result in any violation of the provisions of the articles of association and business licenses of the VIE. 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 and regulations.regulations of mainland China. Accordingly, the PRC regulatory authorities may take a view that is contrary to the opinion of our PRC legal counsel.

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However, Aurora is a Cayman Islands holding company with no equity ownership in the VIE and we conduct our operations in mainland China through (i) our mainland China subsidiary and (ii) the VIE with which we have maintained contractual arrangements. Investors in our Class A common shares or the ADSs thus are not purchasing equity interest in our consolidated affiliated entities in mainland China but instead are purchasing equity interest in a Cayman Islands holding company. If wethe PRC government deems that our contractual arrangements with the VIE do not comply with regulatory restrictions of mainland China on foreign investment in the relevant industries, or our VIE were found to be in violation of any existing or future PRC laws orif these regulations or failthe interpretation of existing regulations change or are interpreted differently in the future, we and the VIE could be subject to obtainsevere penalties or maintain anybe forced to relinquish our interests in those operations. Our holding company in the Cayman Islands, the VIE, and investors of Aurora face uncertainty about potential future actions by the required permits or approvals,PRC government that could affect the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures, including:

levying fines or confiscating our income or the incomeenforceability of our PRC subsidiary or our VIE;

revoking or suspending the business licenses or operating licenses of our PRC subsidiary or our VIE;

discontinuing or placing restrictions or onerous conditions on our operations through any transactions between our WFOE and our VIE;

requiring us to restructure our ownership structure or operations, including terminating the contractual arrangements with ourthe VIE and, deregisteringconsequently, significantly affect the equity pledgesfinancial performance of the VIE and our company as a group.

There are substantial uncertainties regarding the interpretation and application of laws and regulations of mainland China, including, but not limited to, the laws and regulations governing our and the VIE’s business, or the enforcement and performance of our contractual arrangements with the VIE and its shareholders. The Guideline No.2 on the Application of Regulatory Rules on Overseas Securities Offerings and Listings, or the Guideline No.2, as one of the supporting guidelines for the Trial Measures, provides that the filing documents submitted to the CSRC shall specify, among other things: (i) whether the issuer’s business, licenses or qualifications are not allowed to be controlled by way of contractual arrangements by PRC laws, administrative regulations or relevant provisions; (ii) whether the domestic operating entities controlled by way of contractual arrangements are subject to any restricted or prohibited industries for foreign investments. The officials from the CSRC clarified at the press conference held for the Trial Measures on February 17, 2023 that, the CSRC will solicit opinions from relevant regulatory authorities and complete the filing of the overseas listing of companies with VIE structure which duly meet the compliance requirements. These laws and regulations may be subject to change, and their official interpretation and enforcement may involve substantial uncertainty. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. Due to the uncertainty and complexity of the regulatory environment, we cannot assure you that we and the VIE would always be in turnfull compliance with applicable laws and regulations, the violation of which may have adverse effect on our and the VIE’s business and our reputation.

Although we believe we, our mainland China subsidiary and the VIE are not in violation of current laws and regulations of mainland China, we cannot assure you that the PRC government would affectagree that our abilitycontractual arrangements comply with licensing, registration or other regulatory requirements of mainland China, with existing policies or with requirements or policies that may be adopted in the future. The PRC government has broad discretion in determining rectifiable or punitive measures for non-compliance with or violations of laws and regulations of mainland China. If the PRC government determines that we or the VIE do not comply with applicable law, it could revoke the VIE’s business and operating licenses, require the VIE to consolidate, derive economic interests from,discontinue or exert effective control overrestrict the VIE’s operations, restrict the VIE’ right to collect revenues, block the VIE’s websites, require the VIE to restructure our VIE;

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restricting or prohibiting our use of the proceeds of our initial public offering to finance our business and operations in China; and

takingoperations, impose additional conditions or requirements with which the VIE may not be able to comply, impose restrictions on the VIE’s business operations or on their customers, or take other regulatory or enforcement actions against the VIE that could be harmful to their business. Any of these or similar occurrences could significantly disrupt our business.

The impositionor the VIE’ business operations or restrict the VIE from conducting a substantial portion of their business operations, which could materially and adversely affect the VIE’s business, financial condition and results of operations. If any of these occurrences results in our inability to direct the activities of any of these penalties would result in a material and adverse effect onthe VIE that most significantly impact its economic performance, and/or our abilityfailure to conduct our business. In addition, it is unclear what impactreceive the PRC government actions would have on us and on our abilityeconomic benefits from any of the VIE, we may not be able to consolidate the financial results of our VIEthese entities in our consolidated financial statements in accordance with U.S. GAAP. In addition, our shares may decline in value or become worthless if we are unable to assert our contractual control rights over the assets of our mainland China subsidiaries that conduct a significant part of our operations.

The approval, filing or other requirements of the China Securities Regulatory Commission or other PRC government authorities weremay be required under the law of mainland China in connection with our issuance of securities overseas.

The Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, purport to findrequire offshore special purpose vehicles that are controlled by companies or individuals in mainland China and that have been formed for the purpose of seeking a public listing on an overseas stock exchange through acquisitions of domestic companies registered in mainland China or assets to obtain CSRC approval prior to publicly listing their securities on an overseas stock exchange. The interpretation and application of the regulations remain unclear. If CSRC approval under the M&A Rules is required, it is uncertain whether it would be possible for us to obtain the approval, and any failure to obtain or delay in obtaining CSRC approval for our legalfuture issuance of securities overseas would subject us to sanctions imposed by the CSRC and other PRC regulatory agencies.

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Furthermore, the recent issued Opinions on Strictly Cracking Down on Illegal Securities Activities emphasized the need to strengthen the administration over “illegal securities activities” and the supervision on overseas listings by China-based companies, and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China- based overseas-listed companies, although such opinions did not specify the definition of “illegal securities activities.” On February 17, 2023, the CSRC promulgated the Trial Measures and five supporting guidelines, which took effect on March 31, 2023. According to the Trial Measures, among other requirements, (1) domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedures with the CSRC; if a domestic company fails to complete the filing procedure, such domestic company may be subject to administrative penalties; (2) if the issuer meets both of the following conditions, the overseas offering and listing shall be determined as an indirect overseas offering and listing by a domestic company: (i) any of the total assets, net assets, revenues or profits of the domestic operating entities of the issuer in the most recent accounting year accounts for more than 50% of the corresponding figure in the issuer’s audited consolidated financial statements for the same period; (ii) its major operational activities are carried out in China or its main places of business are located in China, or the senior managers in charge of operation and management of the issuer are mostly Chinese citizens or are domiciled in China; and (3) where a domestic company seeks to indirectly offer and list securities in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and such filings shall be submitted to the CSRC within three business days after the submission of the overseas offering and listing application. Further, at the press conference held for the Trial Measures on February 17, 2023, officials from the CSRC clarified that the PRC domestic companies that have already been listed overseas on or before the effective date of the Trial Measures (i.e. March 31, 2021) shall be deemed as existing issuers, or the Existing Issuers. Existing Issuers are not required to complete the filing procedures immediately but shall carry out filing procedures as required if they conduct refinancing or are involved in other circumstances that require filing with the CSRC. The officials from the CSRC have also confirmed that for the PRC domestic companies that seek to list overseas with VIE structure, the CSRC will solicit opinions from relevant regulatory authorities and contractual arrangementscomplete the filing of the overseas listing of companies with VIE structure which meet the compliance requirements. On February 24, 2023, the CSRC, Ministry of Finance of the PRC, National Administration of State Secrets Protection and National Archives Administration of China promulgated the Archives Rules, which took effect on March 31, 2023. Pursuant to be in violation of PRCthe Archives Rules, domestic companies that seek for overseas offering and listing shall strictly abide by applicable laws and regulations of the PRC and the Archives Rules, enhance legal awareness of keeping state secrets and strengthening archives administration, institute a sound confidentiality and archives administration system, and take necessary measures to fulfill confidentiality and archives administration obligations. Such domestic companies shall not leak any state secret and working secret of government agencies, or harm national security and public interest. Furthermore, a domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities companies, securities service providers and overseas regulators, any document and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level. Moreover, a domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals and entities including securities companies, securities service providers and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations. IfThe Archives Rules also stipulate that a domestic company that provides accounting archives or copies of accounting archives to any entities including securities companies, securities service providers and overseas regulators and individuals shall fulfill due procedures in compliance with applicable national regulations.

However, given that the impositionTrial Measures and the Archives Rules were recently promulgated, there are substantial uncertainties as to the implementation and interpretation. We cannot predict the impact of the Trial Measures and the Archives Rules on us, including but not limited to, the maintenance of the listing status of our ADSs and/or other securities, or any of these government actions causes usour future offerings of securities overseas at this stage. If we or the VIE do not receive or maintain the permissions or approvals, including but not limited to, lose our right to directcomplete the activities of our VIE or our right to receive substantially allfiling with the economic benefits and residual returns from our VIE 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 in our consolidated financial statements. Either of these results,CSRC for any future offering or any other significantactivities which are subject to the filing requirements under the Trial Measures, or if we inadvertently conclude that such permissions or approvals are not required, or applicable laws, regulations, or interpretations change such that we and the VIE are required to obtain permission or approval in the future, we and the VIE may be subject to an investigation by competent regulators, fines or penalties, or an order prohibiting us from conducting an offering, and these risks could result in a material adverse change in our and the VIE’s operations and the value of our ADSs, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.

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In addition, on December 28, 2021, the CAC and several other regulatory authorities in mainland China jointly promulgated the Cybersecurity Review Measures, which came into effect on February 15, 2022. Pursuant to the Cybersecurity Review Measures, (i) where the relevant activity affects or may affect national security, a critical information infrastructure operators, or CIIO, that mightpurchases network products and services, or an internet platform operator that conducts data process activities, shall be imposedsubject to the cybersecurity review, (ii) an application for cybersecurity review shall be made by an issuer who is an internet platform operator holding personal information of more than one million users before such issuer applies to list its securities on a foreign stock exchange, and (iii) relevant governmental authorities in the mainland China may initiate cybersecurity review if they determine an operator’s network products or services or data processing activities affect or may affect national security. As the Cybersecurity Review Measures was newly issued, there remain uncertainties as to how it would be interpreted and enforced, and to what extent it may affect us.

Furthermore, if there are any other approvals, filings and/or other administration procedures to be obtained from or completed with the CSRC or other PRC regulatory agencies as required by any new laws and regulations for any of our future proposed offering of securities overseas or the listing of the ADSs, we cannot assure you that we can obtain the required approval or complete the required filings or other regulatory procedures in a timely manner, or at all. Any failure to obtain the relevant approvals or complete the filings and other relevant regulatory procedures may subject us in this event, wouldto regulatory actions or other sanctions from the CSRC or other PRC regulatory agencies, which may have a material adverse effect on our business, financial condition andor results of operations.

Our business may be significantly affected by the newly enacted PRC Foreign Investment Law of the PRC.

On March 15, 2019, the National People’s Congress adopted the PRC Foreign Investment Law, of the PRC, which will becomebecame effective on January 1, 2020 and replace three existing laws regulating foreign investment in mainland China, namely, the Wholly Foreign-Invested Enterprise Law of the PRC, the Sino-Foreign Cooperative Joint Venture Enterprise Law of the PRC and the Sino-Foreign Equity Joint Venture Enterprise Law of the PRC, together with their implementation rules and ancillary regulations. The PRC Foreign Investment Law of the PRC embodies an expected PRCmainland China regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic investments. However, since it is relatively new, uncertainties still exist in relation to its interpretation and implementation. For example, the PRC Foreign Investment Law of the PRC adds a catch-all clause to the definition of “foreign investment” so that foreign investment, by its definition, includes “investments made by foreign investors in mainland China through other means defined by other laws or administrative regulations or provisions promulgated by the State Council” without further elaboration on the meaning of “other means”. It leaves leeway for the future legislations promulgated by the State Council to provide for contractual arrangements as a form of foreign investment. It is therefore uncertain whether our corporate structure will be seen as violating the foreign investment rules as we are currently leverage the contractual arrangement to operate certain businesses in which foreign investors are prohibited from or restricted to investing. Furthermore, if future legislations prescribed by the State Council mandate further actions to be taken by companies with respect to existing contractual arrangement, we may face substantial uncertainties as to whether we can complete such actions in a timely manner, or at all. If we fail to take appropriate and timely measures to comply with any of these or similar regulatory compliance requirements, our current corporate structure, corporate governance and business operations could be materially and adversely affected.

We rely on contractual arrangements with ourthe VIE and its shareholders for substantially all of our and the VIE’s business operation, which may not be as effective as direct ownership.

OurThe VIE contributed 99.8%98.6%, 98.9%95.2% and 99.4%96.7% of our consolidated total net revenues for the years ended December 31, 2016, 20172020, 2021 and 2018,2022, respectively. We have relied and expect to continue to rely on contractual arrangements with ourthe VIE and its shareholders to conduct our business. These contractual arrangements may not be as effective as direct ownership in providing us with control over ourdirecting the business operations of the VIE. For example, ourthe VIE and its shareholders could breach their contractual arrangements with us by, among other things, failing to conduct ourthe VIE’s 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 ourthe VIE, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of ourthe 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 ourthe VIE and its shareholders of their obligations under the contracts to exercise control over ourdirect the business operations of the VIE. However, 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 ourthe VIE. If any disputes relating to these contracts remains unresolved, we will have to enforce our rights under these contracts through the operations of PRCthe law of mainland China and arbitration, litigation and other legal proceedings and therefore will be subject to uncertainties in the PRC legal system. See “—Any failure by ourthe 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 ourthe VIE and itits shareholders may not be as effective in ensuring our control overability to direct the relevant portion of our and the VIE’s business operations as direct ownership would be.

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Any failure by ourthe 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 to the shareholders of ourthe VIE as its nominee shareholders because although they remain the holders of equity interests on record in ourthe VIE, pursuant to the terms of the shareholder voting proxy agreement, each such shareholder has irrevocably authorized our company to exercise his rights as a shareholder of the VIE. However, if ourthe 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,the laws of mainland China, including seeking specific performance or injunctive relief, and claiming damages, which we cannot assure will be effective under PRC law.the laws of mainland China. For example, if the shareholders of ourthe VIE refuse to transfer their equity interest in ourthe 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 these contractual arrangements are governed by and interpreted in accordance with PRC law,the laws of mainland China, and disputes arising from these contractual arrangements between us and our variable interest entitythe VIE will be resolved through arbitration in mainland China. These disputes do not include claims arising under the United States federal securities law and thus the arbitration provisions do not prevent our shareholders from pursuing claims under the United States federal securities law. The legal system in the PRCmainland China 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 “—Risks Related to Doing Business in China—Uncertainties with respect to the PRC legal system and changes in laws and regulations in mainland 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.the laws of mainland China. There remain significant uncertainties regarding the ultimate outcome of such arbitration should legal action become necessary. In addition, under PRC law,the laws of mainland China, awards by arbitrators are final, which means 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 PRCmainland China courts through arbitration award enforcement 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 ourdirect the activities of and derive economic benefits from the VIE, and our ability to conduct our business may be negatively affected.

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Contractual arrangements in relation to ourthe VIE may be subject to scrutiny by the PRCmainland China’s tax authorities and they may determine that we or ourthe VIE owe additional taxes, which could negatively affect our financial condition and the value of your investment.

Under applicable PRC laws and regulations of mainland China, arrangements and transactions among related parties may be subject to audit or challenge by the PRCmainland China’s tax authorities. We could face material and adverse tax consequences if the PRCmainland China’s 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 of mainland China, and adjust the income of ourthe 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 ourthe VIE for PRCmainland China tax purposes, which could in turn increase its tax liabilities without reducing our WFOE’s tax expenses. In addition, the PRCmainland China’s tax authorities may impose late payment fees and other penalties on ourthe VIE for the adjusted but unpaid taxes according to the applicable regulations. Our financial position could be materially and adversely affected if ourthe VIE’s tax liabilities increase or if it is required to pay late payment fees and other penalties.

The shareholders of ourthe VIE may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.

The shareholders of ourthe VIE include Mr. Weidong Luo Mr. Xiaodao Wang and Mr. Jiawen Fang.Guangyan Chen. The shareholders of ourthe VIE may have potential conflicts of interest with us. These shareholders may breach, or cause ourthe VIE to breach, or refuse to renew, the existing contractual arrangements we have with them and ourthe VIE, which would have a material and adverse effect on our ability to effectively control ourdirect the business operations of the VIE and receive economic benefits from them. For example, the shareholders may be able to cause our agreements with ourthe 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.

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 agreements with these shareholders to request them to transfer all of their equity interests in the VIE to a PRCmainland China entity or individual designated by us, to the extent permitted by PRC law.the laws of mainland China. We rely on Mr. Luo Mr. Wang and Mr. FangChen to abide by the laws of the Cayman Islands, which provide that directors 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. If we cannot resolve any conflict of interest or dispute between us and the shareholders of ourthe 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.

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The shareholders of ourthe 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 ourthe VIE and the validity or enforceability of our contractual arrangements with ourthe VIE and its shareholders. For example, in the event that any of the shareholders of ourthe VIE divorces his or her spouse, the spouse may claim that the equity interest of ourthe VIE held by such shareholder is part of their community property and should be divided between such shareholder and his or her 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 our effective control overability to direct the activities of and derive economic benefits from the VIE. Similarly, if any of the equity interests of ourthe VIE is inherited by a third party on whom the current contractual arrangements are not binding, we could lose our control overability to direct the business operations of the VIE or have to maintain such controlability 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, it is expressly provided that all these agreements and the rights and obligations thereunder shall be equally effective and binding on the heirs and successors of the parties to the contractual arrangements, we cannot assure you that these undertakings and arrangements will be complied with or effectively enforced. In the event that 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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We may rely on dividends paid by our PRCmainland China subsidiary to fund any cash and financing requirements we may have. Any limitation on the ability of our PRCmainland China subsidiary to pay dividends to us could have a material adverse effect on our ability to conduct our business and to pay dividends to holders of the ADSs and our Class A common shares.

We are a holding company, and we may rely on dividends to be paid by our wholly-owned PRCmainland China subsidiary for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to the holders of the ADSs and our Class A common shares and service any debt we may incur. If our wholly owned PRCmainland China subsidiary incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us.

Under PRC laws and regulations of mainland China, wholly foreign-owned enterprises in the PRC,mainland China, such as our WFOE, may pay dividends only out of its accumulated profits as determined in accordance with PRCmainland China’s 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, after making up previous years’ accumulated losses, if any, to fund certain statutory reserve funds, until the aggregate amount of such a fund reaches 50% of its registered capital. At the discretion of the board of director of the wholly foreign-owned enterprise, it may allocate a portion of its after-tax profits based on PRCmainland China’s accounting standards to staff welfare and bonus funds. These reserve funds and staff welfare and bonus funds are not distributable as cash dividends. Any limitation on the ability of our wholly-owned PRCmainland China subsidiary to pay dividends or make other distributions 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.

We may lose the ability to use and enjoy assets held by ourthe VIE that are material to the operation of certain portion of our business if the VIE goes bankrupt or becomes subject to a dissolution or liquidation proceeding.

As part of our contractual arrangements with ourthe VIE, ourthe VIE holds certain assets that are material to the operation of certain portion of our business, including intellectual property and premise and value-added telecommunication business operation licenses. If ourthe VIE goes bankrupt and all or part of their 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, ourthe 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 ourthe 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.

If the chops of our PRCmainland China subsidiary and ourthe 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 mainland 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 mainland 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 PRCmainland China subsidiary and 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

The approval and/or other requirements of the CSRC or other PRC governmental authorities may be required in connection with an offering under rules, regulations or policies of mainland China, and, if required, we and the VIE cannot predict whether or how soon we will be able to obtain such approval.

The Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, purport to require offshore special purpose vehicles that are controlled by companies or individuals in mainland China and that have been formed for the purpose of seeking a public listing on an overseas stock exchange through acquisitions of domestic companies registered in mainland China or assets to obtain CSRC approval prior to publicly listing their securities on an overseas stock exchange. The interpretation and application of the regulations remain unclear. If a governmental approval is required, it is uncertain how long it will take for us to obtain such approval, and, even if we obtain such approval, the approval could be rescinded. Any failure to obtain or a delay in obtaining the requisite governmental approval for an offering, or a rescission of such CSRC approval if obtained by us, may subject us to sanctions imposed by the relevant PRC regulatory authority, which could include fines and penalties on our and the VIE’s operations in mainland China, restrictions or limitations on our ability to pay dividends outside of China, and other forms of sanctions that may materially and adversely affect our business, financial condition, and results of operations.

However, our PRC counsel has further advised us that there remains some uncertainty as to how the M&A Rules will be interpreted or implemented in the context of an overseas offering, and its opinions summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. We cannot assure you that relevant PRC governmental authorities, including the CSRC, would reach the same conclusion as our PRC counsel, and hence, we may face regulatory actions or other sanctions from them. Furthermore, relevant PRC governmental authorities promulgated the Opinions on Strictly Cracking Down Illegal Securities Activities, which provided that the administration and supervision of overseas-listed China-based companies will be strengthened, and the special provisions of the State Council on overseas issuance and listing of shares by such companies will be revised, clarifying the responsibilities of domestic industry competent authorities and regulatory authorities. However, the Opinions on Strictly Cracking Down Illegal Securities Activities were only issued recently, leaving uncertainties regarding the interpretation and implementation of these opinions. It is possible that any new rules or regulations may impose additional requirements on us. In addition, on December 28, 2021, the Cyberspace Administration of China issued the Cybersecurity Review Measures, which came into effect on February 15, 2022, according to which, among others, operators of “critical information infrastructure” or data processors holding over one million users’ personal information shall apply to the Cybersecurity Review Office for a cybersecurity review before any listing on a foreign stock exchange. On July 7, 2022, the CAC promulgated the Measures on Security Assessment of Cross-border Data Transfer, or the Data Export Measures, which became effective on September 1, 2022. The Data Export Measures requires that any data processor who processes or exports personal information exceeding a certain volume threshold pursuant to the Data Export Measures shall apply for a security assessment by the CAC before transferring any personal information abroad. The security assessment requirement also applies to any transfer of important data outside of mainland China. As the Cyber security Review Measures and the Data Export Measures were issued recently, there are uncertainties regarding how they would be interpreted and enforced, and to what extent they may affect us. As of the date of this annual report, we and the VIE have not been involved in any investigations on cybersecurity review made by the Cyberspace Administration of China on such basis, and we and the VIE have not received any inquiry, notice, warning, or sanctions in such respect.    However, the governmental authorities may impose restrictions and penalties on our and the VIE’s operations in mainland China, such as the suspension of our apps and services, revocation of our licenses, or shutting down part or all of our operations, limit our ability to pay dividends outside of China, delay or restrict the repatriation of the proceeds from an offering into China or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of the ADSs. The PRC governmental authorities may also take actions requiring us, or making it advisable for us, to halt an offering before settlement and delivery of the ADSs offered hereby. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that settlement and delivery may not occur. In addition, if the PRC governmental authorities later promulgate new rules or explanations requiring that we and the VIE obtain their approvals for filings, registrations or other kinds of authorizations for an offering, we cannot assure you that we and the VIE can obtain the approval, authorizations, or complete required procedures or other requirements in a timely manner, or at all, or obtain a waiver of the requisite requirements if and when procedures are established to obtain such a waiver.

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Uncertainties with respect to the PRC legal system and changes in laws and regulations in mainland China could adversely affect us.

We conduct our business primarily through our PRCmainland China subsidiary and consolidated VIE in mainland China. Our operations in mainland China are governed by PRC laws and regulations.regulations of mainland China. Our PRCmainland China subsidiary is subject to laws and regulations applicable to foreign investment in mainland China. The PRC legal system in mainland China 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 of mainland China related to foreign investment in mainland China could affect the business environment and our ability to operate our business in mainland China.

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 mainland China may be protracted, resulting in substantial costs and diversion of resources and management attention. Since PRC administrative and court authorities of mainland China 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 in mainland China 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.

Changes in mainland China’s economic, political or social conditions or government policies could have a material adverse effect on our and the VIE’s business and operations.

Substantially all of our assets and operations are located in mainland 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 mainland 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 ChinesePRC 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 mainland China is still owned by the government. In addition, the ChinesePRC government continues to play a significant role in regulating industry development by imposing industrial policies. The ChinesePRC 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. Any adverse changes in economic conditions in mainland China, in the policies of the ChinesePRC government or in the laws and regulations in mainland 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. The ChinesePRC 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. In addition, in the past the ChinesePRC government has implemented certain measures, including interest rate adjustment, to control the pace of economic growth. These measures may cause decreased economic activity in China, which may adversely affect our business and operating results.

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We and the VIE may be adversely affected by the complexity, uncertainties and changes in PRCthe regulation of internet-related businesses and companies in mainland China, and any lack of requisite approvals, licenses or permits applicable to our and the VIE’s business may have a material adverse effect on our and the VIE’s 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. 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 website. We do not directly own the website due to the restrictions on foreign investment in businesses providing value-added telecommunications services in mainland China, including internet information provision services. This may significantly disrupt our business, subject us to sanctions, compromise enforceability of related contractual arrangements, or have other harmful effects on us.

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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 a new department, the State Internet Information OfficeCyberspace Administration of China (with the involvement of the State Council Information Office, the MITT, and the Ministry of Public Security). The primary role of this new agency 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 interpretation and application of existing PRC laws, regulations and policies and possible new laws, regulations or policies of mainland China 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 mainland China, including our business. We cannot assure you that we have obtained all the permits or licenses required for conducting our business in mainland 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.

If we are classified as a PRCmainland China resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRCnon-mainland-China shareholders or ADS holders.

Under the PRCmainland China Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRCmainland China with a “de facto management body” within the PRCmainland China 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 over and overall management of 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-controlledmainland-China-controlled enterprise that is incorporated offshore is located in mainland China. Although this circular only applies to offshore enterprises controlled by PRCmainland China enterprises or PRCmainland China enterprise groups, not those controlled by PRCmainland China individuals or foreigners, the criteria set forth in the circular may reflect the SAT’s general position on how the “de facto management body” test 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 PRCmainland China enterprise or a PRCmainland China enterprise group will be regarded as a PRCmainland China tax resident by virtue of having its “de facto management body” in mainland China and will be subject to PRCmainland China’s 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 and the places where they perform their duties are in the PRC;mainland China; (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;mainland China; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in the PRC;mainland China; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.mainland China.

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We believe that we are not a PRCmainland China resident enterprise for PRCmainland China tax purposes. See “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations on Tax—PRCMainland China Enterprise Income Tax.” However, the tax resident status of an enterprise is subject to determination by the PRCmainland China’s tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” If the PRCmainland China’s tax authorities determine that we are a PRCmainland China resident enterprise for enterprise income tax purposes, we may be required to withhold a 10% withholding tax, unless a reduced rate is available under an applicable tax treaty, from dividends we pay to our shareholders that are non-resident enterprises, including the holders of the ADSs. In addition, non-resident enterprise shareholders (including ADS holders) may be subject to PRCmainland China’s tax on gains realized on the sale or other disposition of ADSs or Class A common shares, if such income is treated as sourced from within the PRC.mainland China. Furthermore, if we are deemed a PRCmainland China resident enterprise, dividends payable to our non-PRCnon-domestic individual shareholders (including ADS holders) and any gain realized on the transfer of ADSs or Class A common shares by such shareholders may be subject to PRCmainland China’s tax at a rate of 20% unless a reduced rate is available under an applicable tax treaty. It is unclear whether non-PRCnon-domestic shareholders of our company would be able to claim the benefits of any tax treaties between their country of tax residence and the PRCmainland China in the event that we are treated as a PRCmainland China resident enterprise. Any such tax may reduce the returns on your investment in the ADSs or our Class A common shares.

We face uncertainty with respect to indirect transfers of equity interests in PRCmainland China resident enterprises by their non-PRCnon-mainland China holding companies.

Pursuant to the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC ResidentNon-Resident Enterprises, or SAT Circular 698, issued by the SAT in 2009 with retroactive effect from January 1, 2008, where a non-resident enterprise transfers the equity interests of a PRCmainland China 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 PRCmainland China resident enterprise this Indirect Transfer.

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On February 3, 2015, the SAT issued the Announcement of the State Administration of Taxation on Several Issues Concerning the Enterprise Income Tax on Indirect Property Transfer by Non-Resident Enterprises, or SAT Bulletin 7. SAT Bulletin 7 supersedes the rules with respect to the Indirect Transfer under SAT Circular 698. SAT Bulletin 7 has introduced a new tax regime that is significantly different from the previous one under SAT Circular 698. SAT Bulletin 7 extends the PRC’smainland China’s 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 Bulletin 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 Bulletin 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, being the transferor, or the transferee, or the PRCmainland China entity that directly owns the taxable assets, may report such Indirect Transfer to the relevant tax authority. Using a “substance over form” principle, the PRCmainland China’s 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 PRCmainland China’s tax. As a result, gains derived from such Indirect Transfer may be subject to PRCmainland China’s 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 PRCmainland China resident enterprise. Both the transferor and the transferee may be subject to penalties under PRCthe tax laws of mainland China, if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.

On October 17, 2017, the SAT issued the Announcement of the State Administration of Taxation on Matters Concerning Withholding of Income Tax of Non-resident Enterprises at Source, or SAT Bulletin 37, which, among others, repealed the SAT Circular 698 on December 1, 2017. SAT Bulletin 37 further details and clarifies the tax withholding methods in respect of income of non-resident enterprises under SAT Circular 698. And certain rules stipulated in SAT Bulletin 7 are replaced by SAT Bulletin 37. Where the non-resident enterprise fails to declare the tax payable pursuant to Article 39 of the PRCmainland China Enterprise Income Tax Law, 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.

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We face uncertainties as to the reporting and other implications of certain past and future transactions where PRCdomestic 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 Bulletin 7 and SAT Bulletin 37. For transfer of shares in our company by investors who are non-PRC residentnon-resident enterprises, our PRCmainland China subsidiary may be requested to assist in the filing under SAT Bulletin 7 and SAT Bulletin 37. As a result, we may be required to expend valuable resources to comply with SAT Bulletin 7 and SAT Bulletin 37 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.

If our preferential tax treatments are revoked, become unavailable or if the calculation of our tax liability is successfully challenged by the PRCmainland China’s tax authorities, we may be required to pay tax, interest and penalties in excess of our tax provisions, and our results of operations could be materially and adversely affected.

The ChinesePRC government has provided various tax incentives to ourthe VIE in mainland China. These incentives include reduced enterprise income tax rates. For example, under the Enterprise Income Tax Law and its implementation rules, the statutory enterprise income tax rate is 25%. However, enterprises which obtained a new software enterprise certification were entitled to an exemption of enterprise income tax for the first two years and a 50% reduction of enterprise income tax for the subsequent three years, commencing from the first profit-making year. In addition, the income tax of an enterprise that has been determined to be a high and new technology enterprise can be reduced to a preferential rate of 15%. OurThe VIE has obtained athe certificate of high and new technology enterprise status, or HNTE status, and is thus eligible to enjoyin December 2022 with a preferential tax ratevalidity period of 15% for 2017, to the extent it has taxable income under the PRC Enterprise Income Tax Law. Our VIE plans to reapply for the HNTE status in 2019.three years starting from December 2022 onwards. Any increase in the enterprise income tax rate applicable to our PRCmainland China subsidiary or VIE in mainland China, or any discontinuation or retroactive or future reduction of any of the preferential tax treatments currently enjoyed by our PRCmainland China subsidiary or VIE in mainland China, could adversely affect our business, financial condition and results of operations. In addition, in the ordinary course of our business, we are subject to complex income tax and other tax regulations and significant judgment is required in the determination of a provision for income taxes. Although we believe our tax provisions are reasonable, if the PRCmainland China’s tax authorities successfully challenge our position and we are required to pay tax, interest and penalties in excess of our tax provisions, our financial condition and results of operations would be materially and adversely affected.

Certain PRC regulationsUncertainties exist with respect to the interpretation and implementation of Anti-Monopoly Guidelines for Internet Platforms and how it 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,impact our 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, among other things, thatVIE’s business operations.

In February 2021, the

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MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor acquires control of a PRC domestic enterprise or a foreign company with substantial PRC operations, if certain thresholds under the Provisions on Thresholds Anti-Monopoly Guidelines for Prior Notification of Concentrations of Undertakings, issuedInternet Platforms was promulgated by the Anti-monopoly Commission of the PRC State Council in 2008 and was amended in 2018, were triggered. Moreover,Council. The Anti-Monopoly Guidelines for Internet Platforms is consistent with the Anti-Monopoly Law promulgatedof mainland China and prohibits monopoly agreements, abuse of dominant position and concentration of undertakings that may have the effect of eliminating or restricting competitions in the field of platform economy. More specifically, the Anti-Monopoly Guidelines for Internet Platforms outlines certain practices that may, if without justifiable reasons, constitute abuse of dominant position, including without limitation, tailored pricing using big data and analytics, actions or arrangements seen as exclusivity arrangements, using technology means to block competitors’ interface, using bundled services to sell services or products, and compulsory collection of user data. Besides, Anti-Monopoly Guidelines for Internet Platforms expressly states that concentration involving VIE will also be subject to antitrust filing requirements.

In April 2021, the State Administration for Market Regulation (the “SAMR”), together with certain other PRC government authorities convened an administrative guidance meeting, focusing on unfair competition acts in community group buying, self-inspection and rectification by major internet companies of possible violations of anti-monopoly, anti-unfair competition, tax and other related laws and regulations, and requesting such companies to comply with relevant laws and regulations strictly and be subject to public supervision. In addition, many internet companies, including the over 30 companies which attended such administrative guidance meeting, are required to conduct a comprehensive self-inspection and make necessary rectification accordingly. The SAMR has stated it will organize and conduct inspections on the companies’ rectification results. If the companies are found to conduct illegal activities, more severe penalties are expected to be imposed on them in accordance with the laws.

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On June 24, 2022, the Standing Committee of the PRC National People’s Congress published amendments to the Anti-Monopoly Law, or NPC,the amended AML, which became effectivecame into effect on August 1, 2022. The amended AML formally implements China’s latest anti-monopoly policies by, among other things, improving regulatory rules for anti-competitive agreements, expressly addressing monopoly issues in 2008 requiresthe platform economy, and substantially increasing the penalties for violating the law. The amended AML formally extends the antimonopoly regulatory regime to the platform economy by outlining the general principal that transactions which are deemed concentrationsbusiness operators shall not engage in monopolistic activities, such as by taking advantage of data and involve parties with specified turnover thresholds mustalgorithms, technology, capital advantage, and platform rules. The amended AML also specifically prohibits business operators from abusing its market dominance, such as by using data and algorithms, technology, and platform rules. Penalties for violation of the Anti-Monopoly Law have been substantially increased in the amended AML. For example, according to the amended AML, if a company completes a concentration of business in violation of the Anti-Monopoly Law that will or is likely to have an effect of eliminating or restricting competition, in addition to other remedial measures, a fine of up to 10% of the last year’s sales revenue may be clearedimposed. If the concentration of business in violation of the Anti-Monopoly Law completed by the anti-monopoly authority before they cancompany does not have the effect of eliminating or restricting competition, a fine of up to RMB5 million may be completed.imposed. In addition, PRC national security review rulesthe case that the aforementioned violation has particularly serious circumstances, bad impact, or consequences, the fine imposed may be further increased to between two and five times the aforementioned fine amount. Due to the enhanced implementation of the Anti-Monopoly Law, we and the VIE may be under heightened regulatory scrutiny, which became effectivewill increase our compliance costs and subject us and the VIE to heightened risks and challenges. On March 24, 2023, the SAMR promulgated four supporting regulations of the Anti-Monopoly Law, including the Review Measures of Concentration of Undertakings, the Provisions on the Prohibition of Monopoly Agreements, the Provisions on the Prohibitions of Acts of Abuse of Dominant Market Positions, and the Provisions on Curbing the Abuse of Administrative Power to Exclude or Restrict Competition, which took effect on April 15, 2023. These regulations have, among other things, elaborated on the specific requirements under the Anti-Monopoly Law, optimized the regulatory and enforcement procedures, and strengthened the legal responsibilities of the relevant parties.

Since the Anti-Monopoly Guidelines for Internet Platforms and the supporting regulations of the Anti-Monopoly Law are relatively new, uncertainties still exist in September 2011 require acquisitions by foreign investors of PRC companies engagedrelation to its interpretation and implementation, although we do not believe we or the VIE engage in military relatedany foregoing situations, we cannot assure you that our or certain other industries that are crucial to national security be subject to security review before consummation of anythe VIE’s business operations will comply with 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,regulation in all respects, and any required approval processes, including obtaining approvalfailure or clearance fromperceived failure by us or the anti-monopoly authority,VIE to comply with such regulation may delay result in governmental investigations, fines and/or inhibit our ability to complete such transactions, which could affect our ability to expand our businessother sanctions on us or maintain our market share.the VIE.

PRC regulationsRegulations of mainland China relating to the establishment of offshore special purpose companies by PRCmainland China residents may subject our PRCmainland China resident beneficial owners or our PRCmainland China subsidiary to liability or penalties, limit our ability to inject capital into our PRCmainland China subsidiary, limit our PRCmainland China subsidiary’s ability to increase their registered capital or distribute profits to us, or may otherwise adversely affect us.

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 PRCmainland China residents (including PRCmainland China individuals and PRCmainland China corporate entities as well as foreign individuals that are deemed as PRCmainland China 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 is applicable to our shareholders who are PRCmainland China residents and may be applicable to any offshore acquisitions that we make in the future.

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Under SAFE Circular 37, PRCmainland China residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments in offshore special purpose vehicles, or SPVs, will be required to register such investments with SAFE or its local branches. In addition, any PRCmainland China resident who is a direct or indirect shareholder of an SPV, is required to update its filed registration with the local branch of SAFE with respect to that SPV, to reflect any material change. Moreover, any subsidiary of such SPV in mainland China is required to urge the PRCmainland China resident shareholders to update their registration with the local branch of SAFE. If any PRCdomestic shareholder of such SPV fails to make the required registration or to update the previously filed registration, the subsidiary of such SPV in mainland China may be prohibited from distributing its profits or the proceeds from any capital reduction, share transfer or liquidation to the SPV, and the SPV may also be prohibited from making additional capital contributions into its subsidiary in mainland China. On February 13, 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or SAFE Notice 13, which became effective on June 1, 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.

We have requested PRCmainland China residents who we know hold direct or indirect interest in our company to make the necessary applications, filings and registrations as required under SAFE Circular 37 and those PRCmainland China resident shareholders that hold direct interest in our company have completed all necessary 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 PRCmainland China residents holding direct or indirect interest in our company, and we cannot provide any assurance that these PRCmainland China residents will comply with our request to make or obtain any applicable registrations or comply with other requirements under SAFE Circular 37 or other related rules. The failure or inability of our PRCmainland China resident shareholders to comply with the registration procedures set forth in these regulations may subject us to fines and legal sanctions, restrict our cross-border investment activities, limit the ability of our wholly foreign-owned subsidiary in mainland China to distribute dividends and the proceeds from any reduction in capital, share transfer or liquidation to us, and we may also be prohibited from injecting additional capital into the subsidiary. Moreover, failure to comply with the various foreign exchange registration requirements described above could result in liability under PRC lawthe laws of mainland China for circumventing applicable foreign exchange restrictions. As a result, our and the VIE’s business operations and our ability to distribute profits to you could be materially and adversely affected.

Furthermore, as these foreign exchange regulations are still relatively new and their interpretation and implementation has been constantly evolving, it is unclear how these regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted, amended and implemented by the relevant government authorities. For example, we may be subject to a more stringent review and approval process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect our financial condition and results of operations. In addition, if we decide to acquire a PRC domestic company registered in mainland China, we cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings and registrations required by the foreign exchange regulations. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.

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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 Noticesmainland China 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 subsidiary 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 has become an overseas-listed company. We are in process of applying for the aforesaid SAFE registration. 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 subsidiary and limit our PRC subsidiary’ 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—Regulations—Regulations on Foreign Currency Exchange—Stock Option Rules.”

PRC regulation of loans to and direct investment in PRCmainland China entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of our initial public offering to make loans or additional capital contributions to our PRCmainland China subsidiary, 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 mainland China through our PRCmainland China subsidiary and VIE. We may make loans to our PRCmainland China subsidiary and VIE subject to the approval or registration from governmental authorities and limitation of amount, or we may make additional capital contributions to our wholly foreign-owned subsidiary in mainland China. Any loans to our wholly foreign-owned subsidiary in mainland China, which are treated as foreign-invested enterprises under PRC law,the laws of mainland China, are subject to foreign exchange loan registrations. In addition, a foreign-invested enterprise, or FIE, shall use its capital pursuant to the principle of authenticity and self-use within its business scope. The capital of an FIE 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 of mainland China on loans to and direct investment in PRCmainland China 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 on a timely basis, if at all, with respect to future loans by us to our PRCmainland China subsidiary or VIE or with respect to future capital contributions by us to our PRCmainland China subsidiary. If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds from our initial public offering and to capitalize or otherwise fund our PRCmainland China operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

We may rely on dividends and other distributions on equity paid by our PRCmainland China subsidiary to fund any cash and financing requirements we may have, and any limitation on the ability of our PRCmainland China subsidiary 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 PRCmainland China subsidiary 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 our PRCmainland China subsidiary incurs 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 of mainland China, our PRCmainland China subsidiary, which is a wholly foreign-owned enterprise, may pay dividends only out of its respective accumulated profits as determined in accordance with PRCmainland China’s accounting standards and regulations. In addition, a wholly foreign-owned enterprise is required to set aside at least 10% of its accumulated 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. Such reserve funds cannot be distributed to us as dividends. At its discretion, a wholly foreign-owned enterprise may allocate a portion of its after-tax profits based on PRCmainland China’s accounting standards to an enterprise expansion fund, or a staff welfare and bonus fund.

Our PRCmainland China subsidiary generates 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 PRCmainland China subsidiary 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

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PRC mainland China subsidiary 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-residentnon-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-residentnon-resident enterprises are incorporated.

Fluctuations in exchange rates could have a material and adverse effect on our results of operations and the value of your investment.

The valueconversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions in China and by China’s foreign exchange policies. On July 21, 2005, the PRC government changed its decade-old policyPeople’s Bank of pegging the value of the Renminbi to the U.S. dollar, and the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June 2010, this appreciation halted and the exchange rate between the Renminbi and the U.S. dollar remained within a narrow band. Since June 2010, theChina. The Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. Since October 1, 2016,The value of Renminbi has joined the International Monetary Fund’s basket of currencies that make up the Special Drawing Right (SDR) along withagainst the U.S. dollar the Euro, the Japanese yen and the British pound. In the fourth quarter of 2018, the Renminbi has depreciated significantlyother currencies is affected by changes in the backdrop of a surging U.S. dollarmainland China’s political and persistent capital outflows of China. With the development of theeconomic conditions and by China’s foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system, and wepolicies, among other things. We cannot assure you that the 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 the Renminbi and the U.S. dollar in the future.

Significant revaluationAny significant appreciation or depreciation of the Renminbi may have a materialmaterially and adverse effectadversely affect our revenues, earnings and financial position, and the value of, and any dividends payable on, your investment.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 offering 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 Class A common shares or the 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 amount available to us.

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Very limited hedging options are available in mainland China to reduce our exposure to exchange rate fluctuations. ToAs of the date of this annual report, we have not entered into any effective hedging transactionsarrangements 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 of mainland China 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 cash balance 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 mainland 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 PRCmainland China subsidiary to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations of mainland China, 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 subsidiary in mainland 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 mainland 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 PRCmainland China subsidiary and 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. 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 the ADSs.

Proceedings instituted by the SEC against certain PRC-based accounting firms, includingThe PCAOB had historically been unable to inspect our independent registered public accounting firm, could resultauditor in financial statements being determinedrelation to not be in compliance with the requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

In December 2012, the SEC brought administrative proceedings against five accounting firms in China, including our independent registered public accounting firm, alleging that they had refused to producetheir audit work papers and other documents related to certain other

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China-based companies under investigation by the SEC. On January 22, 2014, an initial administrative law decision was issued, censuring these accounting firms and suspending four of these firms from practicing before the SECperformed for a period of six months. The decision is neither final nor legally effective unless and until reviewed and approved by the SEC. On February 12, 2014, four of these PRC-based accounting firms appealed to the SEC against this decision. In February 2015, each of the four PRC-based accounting firms agreed to a censure and to pay a fine to the SEC to settle the dispute and avoid suspension of their ability to practice before the SEC. The settlement requires the firms to follow detailed procedures to seek to provide the SEC with access to Chinese firms’ audit documents via the CSRC. If the firms fail to meet specified criteria, during a period of four years starting from the settlement date, the SEC retains authority to impose a variety of additional remedial measures on the firms depending on the nature of the failure. Additional remedies for any future noncompliance could include, as appropriate, an automatic six-month bar on a single firm’s performance of certain audit work, commencement of additional proceedings against a firm, or in extreme cases the resumption of the current proceeding against all four firms.

In the event that the SEC restarts the administrative proceedings, depending upon the final outcome, listed companies in the United States with major PRC operations may find it difficult or impossible to retain auditors in respect of their operations in the PRC, which could result in financial statements being determined to not be in compliance with the requirements of the Exchange Act, including possible delisting. Moreover, any negative news about the proceedings against these audit firms may cause investor uncertainty regarding China-based, United States-listed companies and the market price of the ADSs may be adversely affected.

If our independent registered public accounting firm were denied, even temporarily, the ability to practice before the SEC and we were unable to timely find another registered public accounting firm to audit and issue an opinion on our financial statements our financial statements could be determined not to be in compliance withand the requirementsinability of the Exchange Act. Such a determination could ultimately leadPCAOB to conduct inspections of our delisting from the Nasdaq Global Market or deregistration from the SEC, or both, which would substantially reduce or effectively terminate the trading of the ADSsauditor in the United States.

The audit report included in this annual report is prepared by an auditor who is not inspected by the Public Company Accounting Oversight Board and, as such, you arepast has deprived ofour investors with the benefits of such inspection.inspections.

Our auditor, the independent registered public accounting firm that issues the audit reportsreport included elsewhere in this annual report, as an 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 thesubject to laws ofin the United States pursuant to undergowhich the PCAOB conducts regular inspections by the PCAOB to assess its compliance with the laws of the United States andapplicable professional standards. Because our auditors areThe auditor is located in mainland China, a jurisdiction where the PCAOB is currentlywas historically unable to conduct inspections without the approval of the Chinese authorities, our auditors are 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. The joint statement reflects a heightened interest in an issue that has vexed U.S. regulators in recent years. However, it remains unclear what further actions the SEC and PCAOB will take to address the problem.

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.investigations completely before 2022. As a result, we and investors may bein the ADSs were deprived of the benefits of such PCAOB inspections.

The inability of the PCAOB to conduct inspections of auditors in China makesin the past has made it more difficult to evaluate the effectiveness of our auditors’independent registered public accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections. Investors mayOn December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. However, if the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong, and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we and investors in our ADSs would be deprived of the benefits of such PCAOB inspections again, which could cause investors and potential investors in the ADSs to lose confidence in our audit procedures and reported financial information and procedures and the quality of our financial statements.

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Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.

Pursuant to the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our shares or ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.

On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, and our auditor was subject to that determination. In April 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021. On December 15, 2022, the PCAOB removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F for the fiscal year ended December 31, 2022.

Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. In accordance with the HFCAA, our securities would be prohibited from being traded on a national securities exchange or in the over-the-counter trading market in the United States if we are identified as a Commission-Identified Issuer for two consecutive years in the future. If our shares and ADSs are prohibited from trading in the United States, there is no certainty that we will be able to list on a non-U.S. exchange or that a market for our shares will develop outside of the United States. A prohibition of being able to trade in the United States would substantially impair your ability to sell or purchase our ADSs when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of our ADSs. Also, such a prohibition would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition, and prospects.

The PRC government’s significant oversight over our or the VIE’s business operation could result in a material adverse change in our and the VIE’s operations and the value of our ADSs.

We conduct our business primarily in mainland China through our subsidiaries and the VIE. The operations of our subsidiaries and the VIE in mainland China are governed by laws and regulations of mainland China. The PRC government has significant oversight over the conduct of our and the VIE’s business, and it may intervene or influence our and the VIE’s operations, as the government deems appropriate to advance regulatory and societal goals and policy positions. The PRC government has recently published new policies that significantly affected certain industries and we cannot rule out the possibility that it will in the future release regulations or policies that directly or indirectly affect our and the VIE’s industry or require us and the VIE to seek additional permission to continue our and the VIE’s operations, which could result in a material adverse change in our and the VIE’s operation and/or the value of our ADSs. Also, the PRC government has recently indicated an intent to exert more oversight over offerings that are conducted overseas and/or foreign investment in China-based issuers. Any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. In addition, implementation of industry-wide regulations directly targeting our operations could cause our securities to significantly decline in value or become worthless. Therefore, investors of our company and our and the VIE’s business face potential uncertainty from actions taken by the PRC government affecting our and the VIE’s business.

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Rising international political tension, including 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 made statements and taken certain actions that may lead to potential changes to U.S. and international trade policies towards China. In January 2020, the “Phase One” agreement was signed between the United States and China on trade matters. However, it remains unclear what additional actions, if any, will be taken by the U.S. or other governments with respect to international trade agreements, the imposition of tariffs on goods imported into the U.S., tax policy related to international commerce, or other trade matters Against this backdrop, China has implemented, and may further implement, measures in response to the changing trade policies, treaties, tariffs and sanctions and restrictions against Chinese companies initiated by the U.S. government. For example, for the purpose of counteracting the impact on China caused by unjustified extra-territorial application of foreign legislation and other measures, the Ministry of Commerce of China published the Rules on Counteracting Unjustified Extra-territorial Application of Foreign Legislation and Other Measures on January 9, 2021. Rising trade and political tensions could reduce levels of trades, investments, technological exchanges and other economic activities between China and other countries, which would have an adverse effect on global economic conditions, the stability of global financial markets, and international trade policies. It could also adversely affect the financial and economic conditions in the jurisdictions in which we operate, as well as our overseas expansion, our financial condition, and results of operations.

While cross-border business may not be an area of our focus, 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 selling products in certain countries. If any new tariffs, legislation and/or regulations are implemented, or if existing trade agreements are renegotiated or, in particular, if the U.S. government takes retaliatory trade actions due to the recent U.S.-China trade tension, such changes could have an adverse effect on our business, financial condition and results of operations.

It may be difficult for overseas regulators to conduct investigation or collect evidence within mainland 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 mainland China. For example, in mainland China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside China. Although the authorities in mainland 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 investigation or evidence collection activities within the territory of the mainland China. 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 investigation or evidence collection activities within mainland China may further increase difficulties faced by you in protecting your interests.

Risks Related to The ADSs

Our ADSs may be delisted from the Nasdaq Global Market as a result of our failure of meeting the Nasdaq Global Market continued listing requirements.

Our ADSs are currently listed on the Nasdaq Global Market under the symbol “JG.” On December 28, 2022, we received a letter from the Listing Qualifications Department of Nasdaq, notifying us that because the closing bid price of our ADSs for the last 32 consecutive business days was below US$1.00 per share, we no longer meet the Nasdaq minimum bid price requirement, set forth in Nasdaq Listing Rule 5450(a)(1). Pursuant to the Nasdaq Listing Rules, the applicable grace period to regain compliance is 180 days. We have until June 26, 2023 to regain compliance with Nasdaq’s minimum bid price requirement. If we fail to satisfy Nasdaq Global Market’s continued listing requirements going forward and fail to regain compliance on a timely basis, our ADSs could be delisted from Nasdaq Global Market. If Nasdaq determines to delist our ADSs, or if we fail to list our ADSs on other stock exchanges or find alternative trading venue for our ADSs, the market liquidity and the value of an investment in our ADSs will be materially and adversely affected.

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The trading price of the ADSs is likely to be volatile, which could result in substantial losses to investors.

The trading price of the ADSs is likely to 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 mainland China that have listed their securities in the United States. In addition to market and industry factors, the price and trading volume for the ADSs may be highly volatile for factors specific to our own operations, including but not limited to, the following:

variations in our net revenues, earnings and cash flow;

announcements of new investments, acquisitions, strategic partnerships, or joint ventures by us or our competitors;

announcements of new products and services and expansions by us or our competitors;

changes in financial estimates by securities analysts;

fluctuations in operating metrics;

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failure on our part to realize monetization opportunities as expected;

 

failure on our part to realize monetization opportunities as expected;

changes in revenues generated from our significant business partners;

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;

release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities;

detrimental negative publicity about us, our management, our competitors or our industry;

any share repurchase program;

fluctuations of exchange rates between RMB and the U.S. dollar;

regulatory developments affecting us or our industry;

potential litigation or regulatory investigations; and

general economic or political conditions in China or elsewhere in the world.

Any of these factors may result in large and sudden changes in the trading volume and price of the ADSs.

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. If we were involved in a class action suit, it 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 suit, which could harm our results of operations. Any such class action suit, 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, which could have a material adverse effect on our financial condition and results of operations.

In addition, the stock market in general, and the market prices for internet-related companies and companies with operations in mainland China in particular, have experienced volatility that often has been unrelated to the operating performance of such companies. The securities of some China-based companies that have listed their securities in the United States have experienced significant volatility since their initial public offerings in recent years, including, in some cases, substantial declines in the trading prices of their securities. The trading performances of these companies’ securities after their offerings may affect the attitudes of investors towards Chinese companies listed in the United States in general, 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 other matters of other Chinese companies may also negatively affect the attitudes of investors towards Chinese companies in general, including us, regardless of whether we have engaged in any inappropriate activities. In particular, the global financial crisis, the ensuing economic recessions and deterioration in the credit market in many countries have contributed and may continue to contribute to extreme volatility in the global stock markets. These broad market and industry fluctuations may adversely affect the market price of our ADSs. Volatility or a lack of positive performance in our ADS price may also adversely affect our ability to retain key employees, most of whom have been granted options or other equity incentives.

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We cannot guarantee that any share repurchase program will be fully consummated or that any share repurchase program will enhance long-term shareholder value, and share repurchases could increase the volatility of the trading price of the ADSs and could diminish our cash reserves.

In November 2018,On June 11, 2020, our board of directors authorized thea share repurchase ofprogram, under which we may repurchase up to US$10 million of the ADSs or our common shares over the next 12 months through June 10, 2021. We did not repurchase any ADSs under this share repurchase program. On September 15, 2022, our board of directors authorized a six-month period from November 20, 2018share repurchase program, under which we may repurchase up to US$5 million worth our ordinary shares (including in the form of ADSs) over the next 12 months through May 19, 2019.September 14, 2023. As of December 31, 2022, we accumulatively repurchased approximately US$0.3 million of ADSs under this share repurchase program. Although our board of directors has authorized this program, we are not obligated to purchase any specific dollar amount or to acquire any specific number of shares. The timing and amount of repurchases, if any, will depend upon several factors, including market, business conditions, the trading price of the ADSs or our common shares and the nature of other investment opportunities. As of December 31, 2018, we repurchased approximately US$0.5 million of the ADSs under the share repurchase program. Our share repurchase program could affect the price of the ADSs and increase volatility and may be suspended or terminated at any time, which may result in a decrease in the trading price of the ADSs. For example, the existence of a share repurchase program could cause the price of the ADSs to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for the ADSs. Additionally, our share repurchase program could diminish our cash reserves, which may impact our ability to finance future growth and to pursue possible future strategic opportunities. There can be no assurance that any share repurchases will enhance shareholder value because the market price of the ADSs or our common shares may decline below the levels at which we determine to repurchase the ADSs or our common shares. Although our share repurchase program is intended to enhance long-term shareholder value, there is no assurance that it will do so and short-term share price fluctuations could reduce the program’s effectiveness.

We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 for so long as we remain an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.

Our dual-class voting structure 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 common shares and the ADSs may view as beneficial.

We have a dual-class common share structure. Our common shares are divided into Class A common shares and Class B common shares. Holders of Class A common shares are, on a poll, entitled to one vote per share, while holders of Class B common shares are entitled to ten votes per share. Each Class B common share is convertible into one Class A common share at any time by the holder thereof, while Class A common shares are not convertible into Class B common shares under any circumstances. Upon any direct or indirect sale, transfer, assignment or disposition of Class B common shares or the voting power attached to such Class B common shares through a voting proxy or otherwise by a holder thereof to any person or entity that is not an affiliate of such holder, or the direct or indirect sale, transfer, assignment or disposition of a majority of the issued and outstanding voting securities of, or voting power attached to such voting securities through voting proxy or otherwise, or the direct or indirect sale, transfer, assignment or disposition of all or substantially all of the assets of a holder of Class B common shares that is an entity to any person that is not an affiliate of such holder, such Class B common shares shall be automatically and immediately converted into the equal number of Class A common shares.

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Mr. Weidong Luo, our founder, the chairman of our board of directors and our chief executive officer, beneficially owned an aggregate of 7,162,6667,171,333 Class A common shares (including 62,66671,333 Class A common shares represented by 94,000107,000 ADSs) and 17,000,189 Class B common shares, which represent 77.2%76.1% of our total voting power, as of February 28, 2019.2023. Therefore, Mr. Weidong Luo has decisive influence over matters requiring shareholders’ approval, including election of directors and significant corporate transactions, such as a merger or sale of our company or our assets. 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 our Class A common shares and the ADSs may view as beneficial.

The dual-class structure of our common shares may adversely affect the trading market for the ADSs.

S&P Dow Jones and FTSE Russell have 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 common shares may prevent the inclusion of the ADSs representing our Class A common 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 the ADSs representing our Class A common shares. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of the ADSs.

If securities or industry analysts cease to publish research or reports about our business, or if they adversely change their recommendations regarding the ADSs, the market price for the ADSs and trading volume could decline.

The trading market for the 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 the ADSs, the market price for the 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 the ADSs to decline.

The sale or availability for sale, or perceived sale or availability for sale, of substantial amounts of the ADSs could adversely affect their market price.

Sales of substantial amounts of the ADSs in the public market, or the perception that these sales could occur, could adversely affect the market price of the ADSs. As of February 28, 2019,2023, we had 76,500,01279,796,189 common shares outstanding, comprising of (i) 59,499,82362,796,000 Class A common shares (excluding treasury shares), and (ii) 17,000,189 Class B common shares. Among these shares, 7,355,27741,606,590 Class A common shares are in the form of ADSs, which are freely transferable without restriction or additional registration under the Securities Act. The remaining Class A common shares issued and outstanding and the Class B common shares will be available for sale, subject to volume and other restrictions as applicable under Rules 144 and 701 under the Securities Act. Certain holders of our common shares may cause us to register under the Securities Act the sale of their shares. Holders of the convertible notes issued by us on April 17, 2018 may also cause us to register under the Securities Act the sale of their Class A common shares issuable upon conversion of the convertible notes at the then applicable conversion price, which is initially US$11.7612 per common share, subject to certain anti-dilution adjustments. Assuming all the notes are converted into our Class A common shares at this initial conversion price, we would issue an aggregate of 2,975,897 Class A common shares to the holders of the convertible notes. Registration of these shares under the Securities Act would result in ADSs representing these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration. Sales of these registered shares in the form of ADSs in the public market could adversely affect the market price of the 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 Class A common shares and the ADSs.

Our current 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 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 Class A common shares, including common shares represented by ADSs. 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 the ADSs may fall and the voting and other rights of the holders of our Class A common shares and the ADSs may be materially and adversely affected.

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The voting rights of holders of ADSs are limited by the terms of the deposit agreement, and you may not be able to exercise your right to vote the underlying Class A common shares represented by your ADSs.

Holders of ADSs do not have the same rights as our registered shareholders. As a holder of ADSs, you will not have any direct right to attend general meetings of our shareholders or to cast any votes at such meetings. You will only be able to exercise the voting rights which are carried by the underlying Class A common shares represented by your ADSs indirectly by giving voting instructions to the depositary in accordance with the provisions of the deposit agreement. If we instruct the depositary to solicit voting instructions, then upon receipt of your voting instructions, the depositary will try, as far as is practicable, to vote the underlying Class A common shares represented by your ADSs in accordance with your 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 common shares unless you withdraw the 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 Class A common 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 current 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 common 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. If we will instruct the depositary to solicit voting instructions, we will give the depositary at least 30 days’ prior notice of shareholder 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 common 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. This means that you may not be able to exercise your right to direct how the underlying Class A common shares represented by your ADSs are voted and you may have no legal remedy if the underlying Class A common shares represented by your ADSs are not voted as you requested. In addition, in your capacity as an ADS holder, you will not be able to call a shareholders’ meeting.

We are entitled to amend the deposit agreement and to change the rights of ADS holders under the terms of such agreement, or to terminate the deposit agreement, without the prior consent of the ADS holders.

We are entitled to amend the deposit agreement and to change the rights of the ADS holders under the terms of such agreement, without the prior consent of the ADS holders. We and the depositary may agree to amend the deposit agreement in any way we decide is necessary or advantageous to us. Amendments may reflect, among other things, operational changes in the ADS program, legal developments affecting ADSs or changes in the terms of our business relationship with the depositary. In the event that the terms of an amendment are disadvantageous to ADS holders, ADS holders will only receive 30 days’ advance notice of the amendment, and no prior consent of the ADS holders is required under the deposit agreement. Furthermore, we may decide to terminate the ADS facility at any time for any reason. For example, terminations may occur when we decide to list our shares on a non-U.S. securities exchange and determine not to continue to sponsor an ADS facility or when we become the subject of a takeover or a going-private transaction. If the ADS facility will terminate, ADS holders will receive at least 90 days’ prior notice, but no prior consent is required from them. Under the circumstances that we decide to make an amendment to the deposit agreement that is disadvantageous to ADS holders or terminate the deposit agreement, the ADS holders may choose to sell their ADSs or surrender their ADSs and become direct holders of the underlying common shares, but will have no right to any compensation whatsoever.

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ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.

The deposit agreement governing the ADSs representing our Class A common shares provides that, 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 agreement, 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 state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, 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 agreement, by a federal or state court in the City of New York, which has non-exclusive jurisdiction over matters arising under the deposit agreement. 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 agreement and the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before entering into the deposit agreement.

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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 agreement or the ADSs, including claims under 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 agreement, 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 permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial. No condition, stipulation or provision of the deposit agreement or ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder.

Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of the 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 the 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 subsidiary, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in the ADSs will likely depend entirely upon any future price appreciation of the ADSs. There is no guarantee that the 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 the ADSs and you may even lose your entire investment in the ADSs.

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You may not receive dividends or other distributions on our Class A common shares and you may not receive any value for them, if it is illegal or impractical to make them available to you.

The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on Class A common shares or other deposited securities underlying the ADSs, after deducting its fees and expenses. You will receive these distributions in proportion to the number of Class A common shares your ADSs represent. However, the depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities that require registration under the Securities Act of 1933 but that are not properly registered or distributed under an applicable exemption from registration. The depositary may also determine that it is not feasible to distribute certain property through the mail. Additionally, the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may determine not to distribute such property. We have no obligation to register under U.S. securities laws any ADSs, Class A common shares, rights or other securities received through such distributions. We also have no obligation to take any other action to permit the distribution of ADSs, Class A common shares, rights or anything else to holders of ADSs. This means that you may not receive distributions we make on our Class A common shares or any value for them if it is illegal or impractical for us to make them available to you. These restrictions may cause a material decline in the value of the ADSs.

You may experience dilution of your holdings due to the inability to participate in rights offerings.

We may, from time to time, distribute rights to our shareholders, including rights to acquire securities. Under the deposit agreement, 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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We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.”

We are now a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the Securities and Exchange Commission, or the SEC, and Nasdaq, impose various requirements on the corporate governance practices of public companies. As a company with less than US$1.07 billion in revenues for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly. After we are no longer an “emerging growth company,” 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 of 2002 and the other rules and regulations of the SEC. For example, asin comparison with a result of becoming a publicprivate company, we will need to increase thean increased number of independent directors and have to adopt policies regarding internal controls and disclosure controls and procedures. We also expect that operatingOperating as a public company will makemakes it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. 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 additional costs we may incur or the timing of such costs.

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In the past, shareholders of a public company often brought securities class action suits against the company following periods of instability in the market price of that company’s securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the suit. Any such class action suit, 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, which could have a material adverse effect on our financial condition and results of operations.

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 (2018 Revision)Act (As Revised) 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 (save for our memorandum and articles of association, our register of mortgages and charges and special resolutions of our shareholders) or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our current 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 our board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.

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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. Our current operations are conducted in mainland China. In addition, 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.

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 listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq listing standards.

As a Cayman Islands exempted company listed on the Nasdaq Global Market, we are subject to the Nasdaq 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 listing standards. We have elected toAs we rely on the home country practice to be exempted from the corporate governance requirements that we have a majority of independent directors on our board of directors and the audit committee of our board of directors has a minimum of three members. We have utilized, and intend to continue to utilize, the foregoing exemptions from the applicable corporate governance requirements, and we do not have a majority of independent directors and our audit committee consists of two independent directors instead of three. As a result,exemption as described above, our shareholders may be afforded less protection than they would otherwise enjoy under the Nasdaq listing standards applicable to U.S. domestic issuers.

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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 Mr. Weidong Luo, our founder, the chairman of our board of directors and our chief executive officer 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.rules. As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

There canWe may be no assurance that we will not beclassified as a passive foreign investment company or PFIC, for U.S. federal income tax purposes, for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. Holders of theour ADSs or our Class A common shares.

A non-U.S. corporation willDepending upon the value of our assets, which is determined based, in part, on the market value of our ADSs, and the nature of our assets and income over time, we could be classified as a passive foreign investment company or(“PFIC”) for U.S. federal income tax purposes. A non-U.S. corporation, such as our company, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year if either (i) at least 75% or more of its gross income for such year consists of certain types of “passive” income;income or (ii) at least 50% or more of the value of its assets (based(generally determined on an averagethe basis of thea quarterly values of the assets)average) during such year is attributable to assets that produce passive income or are held for the production of passive income (the “asset test”). Based onAlthough the law in this regard is not entirely clear, we treat our consolidated VIE as being owned by us for U.S. federal income tax purposes because we control its management decisions and are entitled to substantially all of the economic benefits associated with it, and, as a result, we consolidate its results of operations in our consolidated U.S. GAAP financial statements. If it were determined, however, that we are not the owner of the consolidated VIE for U.S. federal income tax purposes, we may be treated as a PFIC for the current taxable year and any subsequent taxable year. Assuming that we are the owner of the VIE for U.S. federal income tax purposes, and based upon our income and assets and the market value of the ADSs),our ADSs, we do not believe that we were a PFIC for United States federal income tax purposes for the taxable year ended December 31, 2018 and we do not expect to2022.

There can be ano assurance regarding our PFIC status for the current taxable year or the foreseeable future. However, no assurance can be given in this regardfuture taxable years, however, because the determination of whether we are or will become aour PFIC status is a fact-intensive inquiryfactual determination made on an annual basisannually that depends,will depend, in part, upon the composition of our income and assets. FluctuationsThe value of our assets for purposes of the asset test, including the value of our goodwill and unbooked intangibles, may be determined in part by reference to the market price of our ADSs from time to time (which may be volatile). Because we will generally take into account our current market capitalization in estimating the ADSsvalue of our goodwill and other unbooked intangibles, our PFIC status for the current taxable year and foreseeable future taxable years may be affected by our market capitalization. Recent fluctuations in our market capitalization create a material risk that we may be classified as a PFIC for the current taxable year and foreseeable future taxable years. In addition, the composition of our income and our assets will be affected by how, and how quickly, we spend our liquid assets. Under circumstances where our revenue from activities that produce passive income significantly increases relative to our revenue from activities that produce non-passive income, or where we determine not to deploy significant amounts of cash for active purposes, our risk of becoming classified as a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules, it is possible that the Internal Revenue Service (“IRS”) may challenge our classification of certain income or assets as non-passive, or our valuation of our goodwill and other unbooked intangibles, each of which could cause us to become classified as a PFIC for the current or subsequent taxable years because the value of our assets for the purpose of the asset test may be determined by reference to the market price of the ADSs. The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in our initial public offering.years.

If we were to be or becomeare a PFIC for any taxable year during which a U.S. Holder (as defined in “Item 10. Additional Information—E. Taxation—United StatesU.S. Federal Income Tax Considerations”) holds theour ADSs or our Class A common shares, the U.S. Holder may be subject to certain adverse U.S. federal income tax consequences could applyconsequences. Additionally, if we are a PFIC for any taxable year during which U.S. Holders hold our ADSs or Class A common shares, we would generally continue to be treated as a PFIC with respect to such U.S. Holder.Holders even if we do not satisfy either of the above tests to be classified as a PFIC in a subsequent year. See “Item 10. Additional Information—E. Taxation—United StatesU.S. Federal Income Tax Considerations—Passive Foreign Investment Company Rules.”

ITEM 4. INFORMATION ON THE COMPANY

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A.

Item 4.

INFORMATION ON THE COMPANY

A.

History and Development of the Company

Shenzhen Hexun HuaguHexum Hungu Information Technology Co., Ltd., or Hexun Huagu, was incorporated in May 2012. The current shareholders of Hexun Huagu are Mr. Weidong Luo Mr. Xiaodao Wang and Mr. Jiawen Fang,Guangyan Chen, holding 80%, 10% and 10%20% equity interests in Hexun Huagu, respectively.

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In May 2012, UA Mobile Limited was incorporated in the British Virgin Islands by KK Mobile Limited, a company wholly owned by Mr. Weidong Luo. UA Mobile Limited set up a wholly-owned subsidiary KK Mobile Investment Limited in Hong Kong in June 2012. In April 2014, we incorporated Aurora Mobile Limited in the Cayman Islands as our offshore holding company to facilitate financing and offshore listing. Subsequently, Mr. Weidong Luo transferred his entire ownership of UA Mobile Limited to Aurora Mobile Limited. In June 2014, KK Mobile Investment Limited established a wholly-owned subsidiary in mainland China, JPush Information Consultation (Shenzhen) Co., Ltd., or Shenzhen JPush.

On August 5, 2014, we obtained control overthe ability to direct the business operations of Hexun Huagu through Shenzhen JPush by entering into a series of contractual arrangements with Hexun Huagu and its shareholders. We refer to Shenzhen JPush as our WFOE, and to Hexun Huagu as ourthe VIE in this annual report. Our contractual arrangements with ourthe VIE and its shareholders allow us to (i) exercise effective control over ourdirect the activities of the VIE, (ii) receive substantially all of the economic benefits of ourthe VIE and (iii) have an exclusive call option to purchase all or part of the equity interests in and assets of ourthe VIE when and to the extent permitted by PRC law.the laws of mainland China. As a result of these contractual arrangements, Hexun Huagu is our consolidated variable interest entity, which generally refers to an entity in which we do not have any equity interests but whose financial results are consolidated into our consolidated financial statements in accordance with U.S. GAAP because we have effective financial control over,direct the business operations of, and are the primary beneficiary of, that entity. We treat Hexun Huagu and its subsidiaries as our consolidated affiliated entities under U.S. GAAP and have consolidated their financial results in our consolidated financial statements in accordance with U.S. GAAP. However, those contractual arrangements may not be as effective as direct ownership in termsdirecting the business operations of providing operational control.the VIE.

On July 26, 2018, the ADSs representing our Class A common shares commenced trading on Nasdaq under the symbol “JG.” We raised from our initial public offering approximately US$68.0 million in net proceeds after deducting underwriting commissions and discounts and the offering expenses payable by us.

Our principal executive offices are located at 3/14/F, China Certification and Inspection Building, No. 7, Zhiheng Industrial Park, No. 15, GuankouNo.6 Keji South 12th Road, 2, Anle Community, Nantou Street, Nanshan District, Shenzhen, Guangdong 518052,518057, People’s Republic of China. Our telephone number at this address is +86 755-8388-1462.755-8388-1462. Our registered office in the Cayman Islands is located at the offices of Maples Corporate Services Limited at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our agent for service of process in the United States is CCS Global Solutions, Inc., located at 530 Seventh Avenue, Suite 909, New York, NY 10018.

B.

Business Overview

Our Mission

Our mission is to improve productivity for businesses and society through harnessing the power of mobile big data to derive actionable insights and knowledge.

Overview

We are a leading mobile big data solutions platformprovider of customer engagement and marketing technology services in mainland China. Through our developer services, we reached approximately 1.04 billion monthly active unique mobile devices, accounting for approximately 90% of mobile device coverage in China, in December 2018. From these mobile devices, we gain access to, aggregate, cleanse, structure and encrypt vast amounts of real-time and anonymous device-level mobile behavioral data. We utilize artificial intelligence (AI) and machine learning to derive actionable insights and knowledge from this data, enabling our customers to make better business decisions. We are proud to have received the “2018“2022 Digital Annual Global Award for Outstanding Achievement On Big Data Application Platform”Excellent Service Provider in China SAAS Industry” from iiMedia Research, the “2017 Best Technology Company2022 China Industry Digital Annual Billboard, “2022 New Communication Annual Award—Brand Insight Award” from CCTV-Securities News ChannelPR Newswire, “Trusted Brand of Digital Services in 2021” from the China Association of Communication Enterprises, and have been recognized as“the 2021 Leading SaaS Enterprise in China’s Software and Information Service Industry” from the “2016 Most Influential Big Data Service Provider” from 36Kr, a well-known technology news platform in China, for our data solutions.Information Observation Network.

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We provide a comprehensive suite of services to mobile app developers in mainland China. Our developer services easily integrate with all types of mobile apps and provide core in-app functionalities needed by developers, including push notification, instant messaging, analytics, sharing and short message service (SMS)., one-click verification, and other service under JG Alliance. Our services had been used by approximately 396,000695,080 mobile app developers in a great variety of industries, such as media, entertainment, gaming, financial services, tourism, ecommerce, education and healthcare,education, as of December 31, 2018.2022. We are the partner of choice for many major internet companies, as well as many leading consumer brands.brands in various industries. The number of mobile apps utilizing at least one of our developer services, or the cumulative app installations, increased from over 475,0001,698,000 as of December 31, 20162020 to over 707,0001,807,000 as of December 31, 20172021 and further to over 1,076,0001,871,000 as of December 31, 2018.2022.

Since our inception through December 31, 2018,2022, we have accumulated data from over 19.866.6 billion installations of our software development kits (SDKs) as part of our developer services. We only gain access to selected anonymous device-level data that is necessary for, and relevant to, the services provided. Once the original mobile behavioral data is collected, our data processing platform then stores, cleanses, structures and encrypts data for AI-powered modeling exercises in an aggregated and anonymized fashion. Our developer services can be integrated into multiple apps on the same device, which allows us to receive device-based data from different and multiple dimensions, both online and offline. We believe that our data is differentiated in its volume, variety, velocity and veracity.

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AI and machine learning are the key technologies we utilize to gain actionable and marketing effective insights from our data and to develop and refine our data solutions.vertical applications and targeted marketing. Leveraging these technologies built upon our massive and quality data foundation, we have developed a variety of data solutions that offer industry-specific, actionable insights for customers in a number of different areas. Our core data solutions include:

Targeted marketing (“XiaoGuoTong”): We help advertisers improve their effectiveness by enabling them to target the right audience with the right content at the right time.

Vertical Applications mainly include market intelligence, financial risk management and location-based intelligence:

Financial risk management: We assist financial institutions and financial technology companies in making informed lending and credit decisions.

Market intelligence: We provide investment funds and corporations with real-time market intelligence solutions, such as our product iApp, which provides analysis and statistical results on the usage and trends of mobile apps in China.

Market intelligence: We provide investment funds and corporations with real-time market intelligence solutions, such as our product iApp, which provides analysis and statistical results on the usage and trends of mobile apps in China.

Financial risk management: We assist financial institutions, licensed lenders and credit card companies in making informed lending and credit decisions.

Location-based intelligence (“iZone”): We help retailers and those from other traditional brick-and-mortar industries, such as real estate developers, track and analyze foot traffic, conduct targeted marketing and make more informed and impactful operating decisions, such as site selection.

Collectively, the developer services and vertical applications are termed SAAS Businesses.

Targeted marketing (“XiaoGuoTong”): We help advertisers improve their effectiveness by enabling them to target the right audience with the right content at the right time.

Throughout 2020, we have strategically winded down our targeted marketing business to focus on SAAS Businesses, and make more informedhave exited the targeted marketing business by the end of 2020. Starting from January 2021, we only operate and impactful operating decisions, such as site selection.

We are also in the process of developing and launching new data solutions that will further leverage our data and insights to increase productivity for additional industries and customers.generate revenue from SAAS Businesses.

We have built a robust technology infrastructure to support the usage of our developer servicesSAAS Businesses and data solutionsthe legacy targeted marketing throughout China on a real-time basis. We have developed a proprietary network of over 6,1007,400 servers, including cloud servers, strategically located around the country to provide high-quality and cost-effective services across all telecom providers throughout China. This extensive and carefully designed server network allows us to provide customers with real-time access and usage of our developer servicesSoftware-as-a-service (“SAAS”) products and data solutionstargeted marketing with great stability, immense speed and high reliability.

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Our Business Model

We are a leading mobile big data solutions platformprovider of customer engagement and marketing technology services in China.Our business model is built upon our massive and quality data foundation, which we have established by leveraging the comprehensive suite of developer services we provide to mobile app developers in China. Our developer services provide core in-app functionalities, including push notification, instant messaging, analytics, sharing and short message service (SMS), one-clickverification and other services under JG Alliance. device connection. Through our developer services, we gain access to selected and anonymous device-level data that is necessary for, and relevant to, the services provided. Our centralized data processing platform stores, cleanses, structures and encrypts data that was collected and aggregated. We utilize AI and machine learning technologies to conduct modeling exercises and data mining in order to gain actionable and effective insights from the data.insights. Based on our data foundation and leveraging our AI-powered centralized data processing platform, we have developed a variety of data solutionsvertical applications that offer industry-specific, actionable insights for customers. Our core data solutions include targeted marking, market intelligence, financial risk management and location-based intelligence. 

 

LOGO

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Developer Services

We provide a comprehensive suite of services to mobile app developers in China. Starting from 2020, we further breakdown the Developer Service revenue into Subscription Service and Value-Added Service. Our subscription service under developer services provideprovides core in-app functionalities needed by developers, including push notification, instant messaging, analytics, sharing and short message service (SMS), one-clickverification and device connection.other services under JG Alliance. Our value-added service include both JG Alliance and Advertisement SAAS. The functionalities of our developer services are delivered in the form of SDKs that contain ready-to-use source codes and allow for simple integration into a wide variety of mobile apps. We also offer application programming interfaces (APIs) that create connectivity and automate the process of message exchange between the mobile apps and our backend network. Moreover, we also provide app developers using our services with an interactive web-based service dashboard, allowing them to utilize and monitor our services through simple controls on an ongoing basis. Our developer services easily integrate with all types of mobile apps and support all major mobile operating systems, including iOS, Android and Winphone. Through these functionalities, developers are able to accelerate the development and deployment of their apps into the market and focus their efforts on optimizing their app operations and improving end-user experience.

Our developer services had been used by a cumulative number of approximately 396,000695,080 developers in mobile apps in a wide variety of industries, such as media, entertainment, gaming, financial services, tourism, ecommerce, education and healthcare,education, as of December 31, 2018.2022. The number of mobile apps utilizing at least one of our developer services, or the cumulative app installations, increased from over 475,0001,698,000 as of December 31, 20162020 to over 707,0001,807,000 as of December 31, 20172021 and further to over 1,076,0001,871,000 as of December 31, 2018.2022. Almost all of the app developers who use our developer services use our push notification services, and a portion of those developers also use other developer services in addition to push notification. We believe as we expand and deepen our relationship with developers, more developers will utilize multiple services we offer. We are proud to have received numerous awards, including our EngageLab being selected as among the “2018 Best Big Data Application Award” from“2022 China’s Digital Transformation Excellent Solution Collection” by China Electronic Commerce Committee and “the “2018 Annual Global Award for Outstanding Achievement On Big Data Application Platform” from iiMedia Research in 2018, and have been recognized as the “2018 Brilliant Business Partner on Tencent Social Network KA Service” by Tencent and as “2018 Top 20 Fin-Tech Service Platform of Banking Industry” by Yibencaijing in 2018, and as theInformation Industry Association, “Best 2016-2017 SaaS Service Provider” by Chinaof the Year” and “User Recommended SaaS Products of the Year” from the sixth SaaS Application Conference Committee in 2017.2021, Data Security Governance certification from China Academy of Information and Communications Technology, or CAICT. Our JPush has received the product compatibility certifications for Galaxy Kirin and China Standard Kirin, and has passed CAICT’s SDK security test and evaluation in 2021. Our JUMS has received the “2021 China SaaS Excellent Product Award” at the “Insights 2022–China Enterprise Service Annual Conference,” and has been tested by CAICT to be compliant with the standards of the 5G Messaging Platform’s Functional Completeness Test.

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Our developer services (subscription services) are standardized to maximize efficiency and cohesiveness of operations. Our developer services are built upon our proprietary common module JCore, allowing developers to easily integrate additional and multiple functionalities provided by our developer services, as well as enabling us to react to market change and customer demand by developing and adding additional functionalities quickly and cost-effectively.

JCore—Foundation of Our Developer Services

Our developer services are built as modules on top of JCore. JCore powers and seamlessly integrates with our other service functionality modules and provides uniform code-level support to other modules. The modularity brought by JCore allows developers to conveniently integrate additional modules, enabling mobile app developers to scale their business, reducing app development costs and improving efficiency.

JCore provides key functions that are shared across all of our developer services modules, including dynamic loading, which uploads and downloads code-level communications to and from servers, logging and uploading error messages, protecting core source code from leakage and tampering, and securing data sharing.

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We integrate the basic and commonly used code-level functionalities, such as transmission protocols and dynamic loading, into JCore, and build our developer services based on JCore. This enables us to focus on addressing the specific needs of app developers, develop new services and add new functionalities to existing services quickly and cost-effectively and reduce potential errors.

 

LOGO

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Our Subscription Service

JPush—Push Notification

Our push notification service, JPush, effectively enables developers to deliver notifications across different formats and different types of internet access devices. Push notifications are a critical tool in mobile strategy as they go directly to the top of the notification stack for mobile users and the resulting higher open rates of push notifications drive increased engagement, retention and monetization. The challenge for app developers in effectively communicating with end users is establishing and maintaining a message distribution network from scratch that can meet the real-time communication demand generated by a growing mobile app user base and, at the same time, save costs. As the telecom networks in mainland China are fragmented and inefficient in connecting with each other, the message distribution network required by the developers must be able to deliver messages across and between all of the China telecom networks effectively and efficiently. Establishing and maintaining such a message distribution network can be costly, time-consuming and technically challenging. JPush, leveraging our technology infrastructure and our strong technological capabilities, provides effective solutions to those challenges. See “—Technology Infrastructure.”

Through JPush, developers can push customizable messages and rich media messages. Rich media includes advanced messaging functionality such as emoji, picture messaging and localized languages. Developers can also push notifications to a target group of end users classified by tagging those users automatically or manually.

We also share statistics regarding delivery results with developers that use JPush, including their history of notifications pushed. Other performance statistics include cumulative number of notifications transmitted, number of users who open the app, the time users spent in the app, daily active users (DAU) and the number of users who are using the app in real time. As part of the VIP premium package, certain developers choose to pay for additional capabilities, including the ability to monitor the results of transmissions in real time and access in-depth customized statistical reports.

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Leveraging our technology infrastructure built upon a network of over 6,1007,400 servers strategically located across China, JPush enables timely and reliable delivery of notifications, which can translate into a more engaged and larger active user base for developers and, ultimately, scalability of their businesses and higher return on their investment. JPush pushed over 25.18.4 billionmessages to various app end users on an average daily basis in the three months ended December 31, 2018.2022.

Currently, we offer a basic package of push notification services free of charge, and we charge subscription fees, primarily on a monthly basis, for our VIP premium package. Compared to the basic package, the VIP premium package includes more real-time pushes, more offline message storage, exclusive high-speed channels for VIP push notification traffic and customized SDK features.

JAnalytics—Data Analytics

JAnalytics enables developers and business decision makers to quickly understand the operating performance of their apps and customer base. Leveraging our data analytics capabilities, we are able to process large amounts of device-level mobile behavioral and app operational data in an aggregated and anonymized fashion and generate market trend reports, industry rankings and other customizable statistical reports, allowing app developers to understand their own market position.

JAnalytics includes basic and customizable service offerings. For our basic service offering, we have ready-to-use event models for real-time querying. Events typically relate to device owners’ in-app behavior. Based on the event type selected by the developer, JAnalytics processes and distills data to generate statistical reports. Our customizable service offering gives developers the flexibility to change the data dimension and the event type according to their choices.

Developers can review JAnalytics results on our proprietary dashboard and receive some results on their own backend system through APIs provided by us. Currently, we offer JAnalytics free of charge.

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JMessage—Instant Messaging

Our real-time internet-based instant messaging services, or JMessage, enables developers to easily embed instant messaging functionality into their apps. Built upon JPush’s robust message distribution system, JMessage provides end users with stable and reliable chat features. JMessage features customizable personal chats, group chats and chat rooms. JMessage also supports rich media messaging, voice messaging, pictures, files, offline messaging and location sharing.

Similar to JPush, we currently offer a basic package of instant messaging services free of charge, and we charge subscription fees, primarily on a monthly basis, for our VIP premium package. In comparison to the basic package, the VIP premium package allows for more message exchanges, higher frequency usage of API, more chat rooms and dedicated communication channels.

JSMS—SMS

Our SMS services, or JSMS, enable developers to easily integrate SMS text message functions for authentication and serves as an incremental channel for user communication in addition to JPush. Leveraging our strong message distribution system and telecom operators’ networks, we provide fast and reliable delivery of messages to end users with low latency. Developers can also programmatically send, receive and track SMS messages. We charge a fee for JSMS based on the number of messages delivered.

JUMS—Unified Messages System

Our JUMS integrates nine major messaging channels to one platform at no additional cost. JUMS supports various push notification models and provides reports on push notification statistics, message history, user reach analysis and other insights. By integrating operational metrics of various channels and analyzing conversion rates, JUMS helps businesses better understand their targeted markets and users, and plan accordingly to execute on operational and marketing initiatives. In August 2021, JUMS completed all tests required by the China Telecommunication Technology Labs, or CTTL in terms of system functions, push notification methods and performance, reflecting the full compatibility and compliance of its 5G messaging capabilities.

We provide free public cloud version of JUMS. For users with higher requirements for multi-channel push notifications and user management, they can upgrade to the premium version of JUMS and enjoy unlimited channel management, higher call frequency limits, message callbacks, blacklists and whitelists preferences and other exclusive premium services.

JG VaaS - Video as a Service

Our JG VaaS provides extensive and high-quality short video resources. For apps without the short video feature, APP users can install JG VaaS SDK to allow their users to enjoy short video in both horizontal and vertical formats instantly; for APPs with video service capabilities but are lack of high-quality video contents, APP users can connect to JG VaaS API to access the video resources. Through JG VaaS, APP users can receive personalized video recommendations on a timely basis as all the video contents provided by JG VaaS are tailored to the user profiles. APP developers can also build customized video channels according to its target users base, enabling developers to effectively incentivize users’ interest, optimize user experience, and increase users’ average daily time spent and stickiness.

JShare—Social Sharing

Our cross-platform social sharing services, or JShare, enable developers to quickly integrate social sharing functionality, such as the ability to share content with selected apps or to authenticate using credentials from another platform. Developers can also track end users’ sharing behavior based on the analytics function integrated into JShare. Currently, JShare is offered free of charge.

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JVerification—One-click Verification

Our fast integration and one-click verification services, or JVerification, enable developers to quickly verify the cellphone number without verification code to improve conversion rate and user experience by integrating three major telecommunication operators in mainland China. We provide stable and convenient access so that developers can quickly complete SDK integration without additional development cost. We charge a fee for JVerification based on the number of messages delivered.

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JIoT—IoTJMLink

Our cloudJMLink is an enterprise-level deep linking service. It creates a highly effective way to improve user growth and activity. JMLink, with its deep link technology, helps direct customers to service designed for IoT devices connection, or JIoT, enable IoT devices to connect with nearby devices within coverage area and adopt MQTT protocol, and provide customized messages for uplink and downlink, as well as real time statistics and charts that measure new users and activations, among others. We charge a fee for JIoT basedone-link. Short linking service could be integrated into the shared contents. When end-users click the link, targeted app installed on the numberdevice would be awakened and the corresponding page would be loaded on the app. JMLink helps promote conversion rate of active devices.products and services, thereby improving user growth and engagement.

Private Cloud-based Developer Services

While most of our developer services are provided through public-cloud servers, we also provide fee-based private cloud-based developer services. Our private cloud-based packages are designed to provide customizable services to app developers who want a more controlled software environment and more comprehensive technology and customer support. Currently, we offer a private cloud-based service option to our JPush, JSMS, JVerification and JMessageJUMS customers. We charge a fee for the private cloud-based packages on a project basis and a monthly fee for the ongoing maintenance of the private cloud.

Overseas Messaging Service Platform EngageLab

In order to facilitate the overseas expansion of Chinese companies, we launched our overseas messaging service platform EngageLab in October 2022. EngageLab is a cloud communication platform and offers omni-channel messaging solutions to global enterprises and developers, including push notification service, email service, SMS service and other services. As of the date of this annual report, EngageLab has established partnerships with hundreds of leading enterprises in various industries, including technology, internet, smartphone, video, media, auto, finance, healthcare, and e-commerce.

Others

We seek to develop more innovative services to meet the evolving demand of app developers. For example, we have customized our push notification services customers:

Value Added Services

Advertisement SAAS

Advertisement SAAS is our data management platform service, which provides tagged and de-identified population data package to customers who can utilize for smart home applicationsads placement without our direct involvement. We provide advertisement SAAS services by charging a fee based on a percentage of total value of advertisement placed.

JG Alliance

We provide services in the form of integrated marketing campaigns to satisfyadvertising customers through JG Alliance. We generate revenue using performance-based fee arrangements where we charge the needs of IoT customers.advertising customers primarily on a cost-per-click (CPC) or cost-per-action (CPA) basis.

AD Mediation Platform

AD Mediation Platform leveraged our proprietary SDK technology to help mobile app developers access other mainstream advertising platforms in mainland China and help them better monetize their application advertising inventory.

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Our AI-Powered Data Processing Platform

By providing services to mobile app developers, we gain access to and aggregate massive amounts of anonymous device-level mobile behavioral data that we use to develop our industry-specific data solutions. We only gain access to selected device-level data that is necessary for, and relevant to, the services provided based on our agreements with app developers and the consents they obtain from end users. Our developer services can be integrated into various apps on a single device which allows us to receive data from different and multiple dimensions, both online and offline. The data received through developer services primarily consists of unstructured metadata.

We also collaborate with third-party data service providers to supplement our dataset and maintain a strict vetting process before engaging third-party data service providers to ensure the integrity and quality of our data.

Four Vs of Our Data

We believe the key differentiating features of our data set is its volume, variety, velocity and veracity.

Volume—massive and ever-growing data pool. We had accumulated data from over 19 billion installations of our SDKs as part of our developer services since our inception as of December 31, 2018. In December 2018, we generated data from approximately 1.0 billion monthly active unique mobile devices, which account for approximately 90% of mobile device coverage in China.

Variety—multi-dimensional data. Our services had been used by a cumulative number of approximately 396,000 developers representing over 1,076,000 mobile apps in a variety of industries, such as media, entertainment, gaming, financial services, tourism, ecommerce, education and healthcare, as of December 31, 2018. This allows us to have access to a diverse array of mobile behavioral data. For online activities, we have access to data relating to app installations and uninstallations, app usage and device and operating system information. Regarding offline activities, we have access to location-based data.

Velocity—data timeliness. We access and process a large volume of data in real time. In December 2018, we captured data from 2.3 billion monthly active SDKs and 238.9 billion geographic location data records. To increase the speed of data processing and ensure data timeliness, we routinely and frequently upgrade our technology and infrastructure used for data processing and data analytics.

Veracity—data accuracy. Through our data processing platform, we cleanse, structure and encrypt raw data to ensure its accuracy. We also have strict policies and internal procedures in place to ensure our data security. Moreover, our data is not associated with a specific family of apps, which increases the unbiasedness of the data we capture.

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Volume—massive and ever-growing data pool. We had accumulated data from over 66.6 billion installations of our SDKs as part of our developer services since our inception as of December 31, 2022.

Variety—multi-dimensional data. Our services had been used by a cumulative number of approximately 695,080 developers representing over 1.9 million mobile apps in a variety of industries, such as media, entertainment, gaming, financial services, tourism, ecommerce, and education, as of December 31, 2022. This allows us to have access to a diverse array of mobile behavioral data. For online activities, we have access to data relating to app installations and uninstallations, app usage and device and operating system information. Regarding offline activities, we have access to location-based data.

Velocity—data timeliness. We access and process a large volume of data in real time. In December 2022, we captured data from 2.1 billion monthly active SDKs. To increase the speed of data processing and ensure data timeliness, we routinely and frequently upgrade our technology and infrastructure used for data processing and data analytics.

Veracity—data accuracy. Through our data processing platform, we cleanse, structure and encrypt raw data to ensure its accuracy. We also have strict policies and internal procedures in place to ensure our data security. Moreover, our data is not associated with a specific family of apps, which increases the unbiasedness of the data we capture.

Data Processing

The backbone of our technology is our centralized proprietary data processing platform. Once the original device-level mobile behavioral data is collected, the platform stores, cleanses, structures and encrypts data for modeling exercises in an aggregated and anonymized fashion. The centralized platform delivers speed and scalability, providing data and analytics support across our product lines.

Storage. We systematically organize and store unstructured data in our Hadoop server cluster. As part of our data security measures, original data is all stored on our local servers protected by firewalls.

Storage. We systematically organize and store unstructured data in our Hadoop server cluster. As part of our data security measures, original data is all stored on our local servers protected by firewalls.

Cleansing. The data processing platform cleanses data stored in our server cluster. Our cleansing system reduces noise in the unstructured data by detecting anomalies in the original data, evaluating data authenticity and sifting out non-usable, corrupted or redundant data.

Cleansing. The data processing platform cleanses data stored in our server cluster. Our cleansing system reduces noise in the unstructured data by detecting anomalies in the original data, evaluating data authenticity and sifting out non-usable, corrupted or redundant data.

Structuring. The data processing platform further structures cleansed data and stores it as structured datasets.

Structuring. The data processing platform further structures cleansed data and stores it as structured datasets.

Encrypting. Our data processing platform then automatically encrypts device-level data to enhance data security.

Encrypting. Our data processing platform then automatically encrypts device-level data to enhance data security.

Modeling. We utilize AI technology, including machine learning algorithms, and other data processing and statistics tools to automate the process of finding patterns and generating basic tags associated with each mobile device that we reach through our developer services. Basic tags include, among others, demographic profile, app usage habits and consumption preference, which are widely used in our big data solutions as well as developer services. In addition to basic tags, we can further design and generate industry-specific tags based on the characteristics of a specific industry and tailored requests from customers.

Modeling. We utilize AI technology, including machine learning algorithms, and other data processing and statistics tools to automate the process of finding patterns and generating basic tags associated with each mobile device that we reach through our developer services. Basic tags include, among others, demographic profile, app usage habits and consumption preference, which are widely used in our big targeted marketing as well as SAAS Businesses. In addition to basic tags, we can further design and generate industry-specific tags based on the characteristics of a specific industry and tailored requests from customers.

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AI, Data Analytics and Data Mining

Our AI, data analytics and data mining capabilities form the basis of our mobile big data solutions,vertical applications and targeted marketing, developed for specific industries. We utilize data analytics to gain further statistical insight and employ automated data mining processes to find meaningful correlations and intelligent patterns.

We believe we have the following advantages in our AI and machine learning capabilities:

We have optimized our data warehouse structure to make it more suitable for AI and machine learning processes. We have also designed and built our data warehouse based on the types and features of our data to allow for flexible yet secured access by our engineers and data scientists for developing and maintaining multiple solutions.

Based on the features of our data sets, we constantly refine rules engines and machine learning algorithms to improve the accuracy and comprehensiveness of tags generated.

We design and tailor machine learning algorithms based on the nature of our data solutions. For example, to enhance our financial risk management solutions, we improve traditional deep learning algorithms by utilizing the machine learning technique of GBDT (gradient boosting decision tree), which not only preserves the correlations between variables but also maximizes the explanatory ability of patterns.

Our team of data scientists works continually to optimize our proprietary analytical models and improve our analytics capabilities. First, our data scientists input and index more accurate sample training data to train machine learning models more effectively. Second, we also analyze various features of sample data and adopt more suitable and complex modeling algorithms such as deep learning. Third, by gaining access to more data, we can find more features that can be used to further improve the predictive capabilities of our data analytics engines. Fourth, our data scientists, equipped with industry knowledge and insights, can refine and optimize the parameters of algorithms by taking into account industry specific or event specific factors.

Data Security

To ensure the confidentiality and integrity of our data, we maintain a comprehensive and rigorous data security program. We gain access to vast amounts of anonymous device-level mobile behavioral data based on services provided to app developers and store the data on our servers protected by firewalls. We generate internal IDs that label and identify mobile devices and encrypt device-level data to enhance data security. Our core data can only be accessed through computers designated for authorized use. These computers cannot be connected to the internet, and no data can be outputted to an external device. Only authorized staff can access those computers for designated purposes. Moreover, we maintain data access logs that record all attempted and successful access to our data and conduct routine manual verifications of large data requests. We also have clear and strict authorization and authentication procedures and policies in place. Our employees only have access to data which is directly relevant and necessary to their job responsibilities and for limited purposes and are required to verify authorization upon every access attempt. See also “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Security and privacy breaches may hurt our business.”

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Our Data SolutionsVertical Applications

Our data solutionsVertical Applications currently comprise of targeted marketing, market intelligence, financial risk management and location-based intelligence (“iZone”). Based on our deep understanding of the customer needs and the experience accumulated over the years, we are able to identify industry-specific problems that our data is particularly adept at solving and develop tailored solutions. We are constantly evaluating market opportunities and will strategically expand our solution offerings that use our data and insights to increase productivity for additional industries and customers.

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From tag generation to product design to day-to-day deployment of our solutions, we leverage our high-quality and ever-growing data pool and utilize AI and machine learning technology and other advanced data technology to productize our data solutions.vertical applications. During the development stage of our data solutions,vertical applications, proprietary indices and tags are generated by our centralized data processing platform. These tags and indices cover multiple dimensions which we then selectively utilize for different solutions depending on solution specific requirements. We have been making continuous efforts to enhance our data solutionsvertical applications by interacting with our customers and incorporating their feedback on our solutions. Over time, we have been able to shorten our product development cycle as we increase the size of our data pool and the depth of our data and accumulated more market intelligence and experiences through a trial and errortrial-and-error process.

Moreover, by purposefully designing our data solutionsvertical applications to be standardized, we make our data solutionssuch vertical application services easily scalable to serve an increasing number of customers. Because of the comprehensiveness and inter-connectedness of our data and solutions, we can offer one-stop solutions to our customers and cross-sell other suitable or newly developed solutions to existing customers.

We have received numerous awards for our innovative data solutions,vertical applications, including the “2018 Big Data“2022 Digital Annual Excellent Service Provider in China SAAS Industry” from 2022 China Industry Digital Annual Billboard, the “2021 Leading SAAS Enterprise in China’s Software and Information Service Industry” from the Information Observation Network, the “2021 China SAAS Excellent Product” at the “Insights 2022–China Enterprise Service Annual Conference”, the 2020 Pingwest’s “SAAS Platform Most Trusted by Developers”, “2019 -2020 Best SAAS Businesses of China SAAS Application Award”Conference” and “2019-2020 Most Valuable SAAS Service Provider.”

Market Intelligence

By leveraging our access to massive amounts of data relating to mobile app operations, our market intelligence solutions empower corporations and investors to make business and investment decisions.

We provide the following three versions of market intelligence solutions:

Enterprise-oriented solutions: We provide industry ranking, competitive analysis and operational analysis for corporate customers.

Fund-oriented solutions: We provide industry trends analysis, track portfolio company growth and conduct project-oriented case studies for fund managers.

Project-based tailor-made solutions: We provide more in-depth analytics services and generate customized statistics reports based on customers’ specific requirements.

Customers can subscribe to each version of our market intelligence solutions based on either the number of apps covered under the solution or the number of queries. Customers who subscribe to our market intelligence solution based on the number of apps covered can review the operating metrics of those apps they have subscribed to on our interactive dashboard. The query-based subscription package provides functions that accommodate ad hoc requests from China E-commerce Committee,customers and gives customers more flexibility when they want to search for and review the “2017 Big Data Innovative Solution Award” from Big Data Magazinestatistical results of a particular mobile app.

We primarily provide market intelligence solutions under annual subscriptions. Subscription prices are quoted based on either the number of apps customers subscribe to or the number of queries customers need within a subscription period.

Financial Risk Management

Financial risk management solutions help our customers better assess and control their credit and fraud risk exposure, facilitating enterprise risk management and innovative decision-making. Our target customers for financial risk management solutions include financial institutions such as banks and insurance companies, as well as emerging financial technology companies. We provide three types of financial risk management solutions to help our customers make pre-lending decisions: anti-fraud risk features, and blacklist.

Anti-fraud risk features. We offer standard packages that include over 10,000 unique risk features that are similar to the basic tags we generate but are more advanced in terms of their structural complexity and tailored for risk assessment in financial industry. We provide anti-fraud risk features to customers through APIs that automate querying processes, enabling customers to incorporate these risk features into their own risk modeling.

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We develop the risk features based on anonymous device-level mobile behavioral data. We only exchange such risk features with our customers’ backend systems based on their queries, and we do not have access to credit applicants’ identification information which is in our customers’ sole control. We utilize our proprietary algorithms to help customers determine the broader creditworthiness of a borrower. Our algorithms can translate complex data and intelligently combine different types of data organized by advanced tags into explainable patterns of behavior that are relevant to the borrower’s financial status and creditworthiness. We believe these selected risk features we offer, such as those relating to payment behaviors and usage of consumer finance mobile apps, are most relevant to credit assessments.

For customers who subscribe to our customizable package, we work closely with them to jointly develop credit assessment models, tailor-made risk features as well as internal risk management policies.

Blacklist. We maintain a blacklist that includes primarily potential defaults or frauds predicted based on our data analytics capabilities. We create an initial blacklist that contains default and delinquency history based on publicly available data and data provided by third parties. We then utilize our AI and data analytics capabilities to study this data, identify the behavioral features and patterns that may lead to future default or fraud, apply the identified features and patterns to our own data sets, predict potential default or fraud based on the features and patterns and include the results in our blacklist.

We provide our financial risk management solutions using a query-based model and charge our customers based on the volume of queries we process and the “2016 Innovative Big Data Companynumber of features they utilize. We also provide a yearly subscription package that sets an upper limit on the number of queries we process during the subscription period.

Location-based Intelligence (iZone and iAudience)

Our location-based intelligence solutions track foot traffic, providing insights through real-time simulations that are generated based on carefully gauged sample data, helping our customers make smarter and more impactful operational decisions. To provide location-based intelligence solutions, we first build “geofences,” virtual perimeters established around a real-world targeted location, such as car dealerships, shopping malls, tourism sites and neighborhoods. After the geofences are established, we process and analyze the location-based data within the “geofences” in China”an aggregated and anonymized fashion in order to quantify the impact of specific business decisions by tracking changes in foot traffic. JG iAudience is a user labeling solution that leverages massive information accumulated via mobile terminals to build a multi-dimensional, accurate and complete user profiling system. iAudience helps businesses to precisely target different customer demographics, develop personalized operational strategies, improve service quality and facilitate real-time decision-making process that drives business growth. Our target customers for location-based intelligence solutions include retailers and those from Data Technology Industry Innovative Institute.other traditional brick-and-mortar industries, such as auto dealerships, real estate developers and shopping malls. We intend to further broaden the customer base of our location-based intelligence solutions and expand into other industry verticals.

We offer three main categories of location-based intelligence solutions based on the different goals our customers wish to achieve:

Customer insights: We utilize various data analytics and statistical tools to dissect and analyze a customer’s user base, facilitating informed decision making and strategic planning. By tracking and analyzing foot traffic and sample subsets of foot traffic data within the “geofences,” we generate simulated models and present these statistical results in easy-to-use and intuitive formats, such as in the form of customized interactive dashboards that visualize visitor volume and call customers’ attention to emerging and existing trends in their visitors’ behaviors. We charge monthly fees for subscription-based customer insights solutions and a single fee for each customer insights report delivered to the customers.

Customer acquisition and re-targeting: Based on the location-based intelligence and other insights we have derived from our datasets, we provide targeted user acquisition and existing user re-engagement plans through our targeted marketing platform. We charge a performance-based fee for our customer acquisition and re-targeting solutions based on a CPC or CPA pricing model.

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Operation optimization: We help our customers optimize their business operations. For example, we provide site selection support and make recommendations to our retailer clients. We charge service fees on a project-by-project basis for our operation optimization solutions.

Targeted Marketing

We providegenerate targeted marketing solutionsrevenue by providing targeted marketing solution in the form of integrated marketing campaignscampaign to our advertising customersadvertiser through our the XiaoGuoTong marketing platform and built upon its multi-dimensional device-level mobile behavioral data or other third-party marketing platforms such as Guangdiantong of Tencent, which is built upon our massive amounts of multiple-dimensional data. We have developed and maintain on-going business relationships with many reputable ad inventory suppliers and our marketing platform is connected with theirs through APIs to streamline and automate the ad slots bidding and ad placement process. We utilize our massive amount of data and leverage our AI-driven data mining capabilities to choose the right targeted audience and the ad inventory that is most suitable for the customer’s marketing needs through our platform. We vet our targeted marketing customers and screen their proposed ad content to ensure that they have the required licenses and qualifications to engage us for postingidentified as one performance obligation. The ads online and are otherwise in compliance with regulatory requirements. We also create, design, develop and optimize the content for our customers’ ads, utilizingdisplayed on a wide varietyspectrum of ad formats, such as graphics or videos. Through our XiaoGuoTong marketing platform, we bid for ad slots and place ads on a real-time basis on behalf of advertisers and monitor results. Our marketing solutions help our advertising customers generate higher ROIs on their advertising spend. Customers can also access our platformreputable publishers, through a web-based dashboard to see the marketing results and direct to us any customer service inquiries.

We launched targeted marketing solutions in 2016. Our targeted marketing customers mainly include financial institutions, large media and entertainment app publishers, online game companies and ecommerce platforms. We intend to expand into other industry verticals and capture more market opportunities in the future.

Customers use our targeted marketing solutions for two main purposes: new user acquisition and existing user re-engagement. We assist our customers with ad placements that most effectively reach the potential group of people who, based on the results of our profiling analysis, are most likely to be attracted to our customers’ products or services.

Upon receiving orders from our customers, we first utilize our data and AI-powered data analytics capabilities to decide which ad inventory suppliers to use, taking into account the volume and quality of their traffic and the relevance to the advertisers, and then we purchase ad inventory from ad inventory suppliers on a real-time basis by bidding for ad slots on the ad inventory suppliers’ online media networks using rates directly negotiated with the various ad inventory suppliers. publishers. Moreover, volume rebates to customers under targeted marketing revenue applied on a prospective basis when they recharge their target marketing accounts above a specific threshold are material rights. The contract consideration related to these material rights are deferred any recognized as revenue when future services are transferred or when the material rights expire.

We then sellenter into contractual arrangements with advertisers where we stipulate the types of advertising to our advertisingbe delivered and the pricing. Advertising customers pay for the targeted marketing solutions primarily based on a cost-per-click (“CPC”) or cost-per-action (“CPA”) basis. Majority of the contracts last for one year. For certain arrangements, customers are required to pay us before the services are delivered. For other arrangements, we provided customers with a credit term less than one year. We act as the principal in the targeted marketing arrangements under which we have control over the fulfillment of the service and have discretion in pricing. Accordingly, we recognize revenue on a gross basis and at a point in time once agreed actions are performed. Revenues are presented net of value-added tax collected on behalf of the government.

We have received numerous awards for our targeted marketing, solutionssuch as the “Trusted Brand of Digital Services in 2021” from the formChina Association of integrated marketing campaigns, which include primarily creating and designing the right content for our customers’ ads and placing the ads on the ad slots selected. Utilizing our multi-dimensional, as well as industry specific, data and leveraging our proprietary machine learning algorithms,Communication Enterprises. Throughout 2020, we can better estimate targeted user click-through-rates (CTRs). Based on these estimates, we bidwere strategically and intelligently for ad placement, generating higher ROI for our advertising customers. We typically pay for ad placements on online media networks on a cost-per-thousand impressions (CPM) basis. Forwinding down our targeted marketing solutions, we use performance-based fee arrangements whereby we chargebusiness to focus on SAAS Businesses, and exited the marketing customers primarily on a cost-per-click (CPC) or cost-per-action (CPA) basis. Based on our contractual relationships with our customers, we are obligated to satisfy the integrated marketing campaign objectives of the advertising customers and bear credit risk in case of advertisers’ failure to pay.

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In 2017, we sourced 49.4% of our ad inventories from Tencent, because we believed the user traffic provided by Tencent was more suitable for meeting our current customer mix and their marketing needs. In 2018, we sourced 14.8% of our ad inventories from Tencent. We have entered into a framework agreement with Tencent in 2016, pursuant to which we may select and purchase suitable ad inventories provided by Tencent’s social networking platforms, such as GuangDianTong and WeChat/Weixin. Under the framework agreement, we have to prepay for the ad inventories through an account designated by Tencent, and Tencent may charge us fees based on a cost-per-click (CPC), cost-per-thousand impressions (CPM) or other basis. The framework agreement has an initial term that ended on December 31, 2016, and will automatically extend for successive one-year periods unless otherwise terminated with written notice prior to the expiration of the then current term. In addition, Tencent may terminate the agreement earlier if it is of the view that we or the ads placed by us are in violation of applicable laws and regulations. As of the date of this annual report, the agreement is still in full force and effect. In 2017 and 2018, we paid for the ad inventories purchased from Tencent on a CPM basis. As we expand our targeted marketing customer base and engage more customersbusiness by the end of 2020. Starting from a broader spectrum of industries,January 2021, we expect to diversify our sources of ad inventory by increasing the number of suppliers we work with and purchasing more ad inventories from other existing suppliers.

Market Intelligence

By leveraging our access to massive amounts of data relating to mobile app operations, our market intelligence solutions empower corporations and investors to make business and investment decisions.

We provide the following three versions of market intelligence solutions:

Enterprise-oriented solutions: We provide industry ranking, competitive analysis and operational analysis for corporate customers.

Fund-oriented solutions: We provide industry trends analysis, track portfolio company growth and conduct project-oriented case studies for fund managers.

Project-based tailor-made solutions: We provide more in-depth analytics servicesonly operate and generate customized statistics reports based on customers’ specific requirements.

Customers can subscribe to each version of our market intelligence solutions based on either the number of apps covered under the solution or the number of queries. Customers who subscribe to our market intelligence solution based on the number of apps covered can review the operating metrics of those apps they have subscribed to on our interactive dashboard. The query-based subscription package provides functions that accommodate ad hoc requestsrevenue from customers and gives customers more flexibility when they want to search for and review the statistical results of a particular mobile app.SAAS Businesses.

We primarily provide market intelligence solutions under annual subscriptions. Subscription prices are quoted based on either the number of apps customers subscribe to or the number of queries customers need within a subscription period.

Financial Risk Management

Financial risk management solutions help our customers better assess and control their credit and fraud risk exposure, facilitating enterprise risk management and innovative decision-making. Our target customers for financial risk management solutions include financial institutions such as banks and insurance companies, as well as emerging financial technology companies. We provide three types of financial risk management solutions to help our customers make pre-lending decisions: anti-fraud risk features, blacklist and location verification.

Anti-fraud risk features. We offer standard packages that include over 10,000 unique risk features that are similar to the basic tags we generate but are more advanced in terms of their structural complexity and tailored for risk assessment in financial industry. We provide anti-fraud risk features to customers through APIs that automate querying processes, enabling customers to incorporate these risk features into their own risk modeling.

We develop the risk features based on anonymous device-level mobile behavioral data. We only exchange such risk features with our customers’ backend systems based on their queries, and we do not have access to credit applicants’ identification information which is in our customers’ sole control. We utilize our proprietary algorithms to help customers determine the broader creditworthiness of a borrower. Our algorithms can translate complex data and intelligently combine different types of data organized by advanced tags into explainable patterns of behavior that are relevant to the borrower’s financial status and creditworthiness. We believe these selected risk features we offer, such as those relating to payment behaviors and usage of consumer finance mobile apps, are most relevant to credit assessments.

For customers who subscribe to our customizable package, we work closely with them to jointly develop credit assessment models, tailor-made risk features as well as internal risk management policies.

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Blacklist. We maintain a blacklist that includes primarily potential defaults or frauds predicted based on our data analytics capabilities. We create an initial blacklist that contains default and delinquency history based on publicly available data and data provided by third parties. We then utilize our AI and data analytics capabilities to study this data, identify the behavioral features and patterns that may lead to future default or fraud, apply the identified features and patterns to our own data sets, predict potential default or fraud based on the features and patterns and include the results in our blacklist.

Location verification. Our customers utilize information voluntarily submitted by credit applicants to them and verify it against the device-level location-based data that we have access to, in order to assess the potential fraud risk associated with the credit applicants.

We provide our financial risk management solutions using a query-based model and charge our customers based on the volume of queries we process and the number of features they utilize. We also provide a yearly subscription package that sets an upper limit on the number of queries we process during the subscription period.

Location-based Intelligence (iZone)

Our location-based intelligence solutions track foot traffic, providing insights through real-time simulations that are generated based on carefully gauged sample data, helping our customers make smarter and more impactful operational decisions. To provide location-based intelligence solutions, we first build “geofences,” virtual perimeters established around a real-world targeted location, such as car dealerships, shopping malls, tourism sites and neighborhoods. After the geofences are established, we process and analyze the location-based data within the “geofences” in an aggregated and anonymized fashion in order to quantify the impact of specific business decisions by tracking changes in foot traffic. Our target customers for location-based intelligence solutions include retailers and those from other traditional brick-and-mortar industries, such as auto dealerships, real estate developers and shopping malls. We intend to further broaden the customer base of our location-based intelligence solutions and expand into other industry verticals.

We offer three main categories of location-based intelligence solutions based on the different goals our customers wish to achieve:

Customer insights: We utilize various data analytics and statistical tools to dissect and analyze a customer’s user base, facilitating informed decision making and strategic planning. By tracking and analyzing foot traffic and sample subsets of foot traffic data within the “geofences,” we generate simulated models and present these statistical results in easy-to-use and intuitive formats, such as in the form of customized interactive dashboards that visualize visitor volume and call customers’ attention to emerging and existing trends in their visitors’ behaviors. We charge monthly fees for subscription-based customer insights solutions and a single fee for each customer insights report delivered to the customers.

Customer acquisition and re-targeting: Based on the location-based intelligence and other insights we have derived from our datasets, we provide targeted user acquisition and existing user re-engagement plans through our targeted marketing platform. We charge a performance-based fee for our customer acquisition and re-targeting solutions based on a CPC or CPA pricing model.

Operation optimization: We help our customers optimize their business operations. For example, we provide site selection support and make recommendations to our retailer clients. We charge service fees on a project-by-project basis for our operation optimization solutions.

Technology Infrastructure

We have built a robust technology infrastructure to support the usage of our developer services and delivery of data solutionsSAAS Businesses and targeted marketing throughout China on a real-time basis. In total, we manage over 7,400 servers, including cloud servers. We have strategically selected our data center locations in China. In total, we run over 6,100 servers in 9These two data centers are located in 4two cities in China, including Guangzhou Beijing, Wuxi and Xiamen,Shenzhen, to ensure broad network coverage and minimize disruptions in our services. We also utilize cloud servers provided by industry leading third-party cloud service providers.

For our core data centers in Beijing, Guangzhou and Wuxi, we employ advanced active-active data center architecture that allows multiple data centers to service the same application at any given time, maximizing continuous availability of our servers and minimizing instability caused by single point failure. Specifically, our active-active data center architecture effectively addresses problems that are commonly encountered when communications are transmitted cross-regionally and across different telecom providers in China.

Our technology infrastructure delivers the stability needed to support our high messaging and data volume, the high speed required for real-time apps, the scalability to support increased volumes over time and the flexibility to allow for new product development and the integration of multiple developer services into a single app. Leveraging our extensive and carefully designed technology infrastructure, we are able to provide app developers and data solutionvertical applications customers with more cost-effective solutions with great stability, immense speed and high reliability.

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Research and Development

We invest substantial resources in research and development to improve our technology, develop new solutions that are complementary to existing ones and find ways to better support app developers and our data solutionsvertical applications and targeted marketing customers. We believe our ability to develop innovative solutions and enhance our existing service offerings is the key to maintaining our leadership. We incurred RMB33.7RMB174.6 million, RMB71.7RMB206.7 million and RMB134.4RMB154.5 million (US$19.522.4 million) of research and development expenses in 2016, 20172020, 2021 and 2018,2022, respectively.

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In November 2020, we entered into relevant agreements and became a 5G strategic partner and 5G messaging partner of a major telecommunications company in China, which started a new chapter in our research and development track records by promoting 5G messaging applications in China.

Our research and development teams are primarily organized into three groups. A team of software engineers and technology infrastructure architects work closely together to develop and upgrade new and existing developer services. We have a dedicated team of data scientists who focus on data modeling using machine learning technology and maintain and upgrade our data processing platform. We also have another team of product developers who identify the potential market demand and lead the development of new data solutionsSAAS Businesses and enhancement of existing solutions. Most of our research and development personnel are based in Shenzhen, and we also maintain a research and development center in Beijing.

Our Customers

We have a broad and diverse customer base, which has expanded rapidly since our inception. In 2016, 20172020, 2021 and 2018,2022, we had 1,168, 2,2633,521, 3,516 and 3,0246,060 customers who purchased our developer services or data solutionsSAAS Businesses and targeted marketing within the periods, respectively. We define customers in a given period as those that purchase at least one of our paid-for developer services or data solutions SAAS Businesses and targeted marketing during the same period. No single customer represented more than 10% of our total revenues in the years ended December 31, 2016, 20172020, 2021 and 2018.2022.

Customers of developer servicesSAAS Businesses. While we adopt a freemium model for most of our developer services, we charge a fee for JSMS based on the number of messages delivered, and we also charge a subscription fee for the VIP premium package of certain developer services such as JPush and JMessage and a project-based fee for private cloud-based services provided upon the request of customers. Our paying customers for developer servicesSAAS Businesses increased from 7433,323 in 20162020 to 1,1183,516 in 20172021 and further to 1,6466,060 in 2018.

Customers of data solutions. We have paying customers for each line of data solutions we provide. The number of our customers for data solutions increased from 425 in 2016 to 1,145 in 2017 and further to 1,378 in 2018.2022. The following describes our customer base for each of our core data solutions:SAAS Businesses:

Targeted

Developer services. While we adopt a freemium model for most of our developer services, we charge a fee for JSMS based on the number of messages delivered, and we also charge a subscription fee for the VIP premium package of certain developer services such as JPush and JMessage and a project-based fee for private cloud-based services provided upon the request of customers.

Market intelligence. Our customers for our market intelligence solutions primarily consist of investment funds and corporations that have specific needs to capture real-time market intelligence.

Financial risk management. Our customers for financial risk management solutions are mainly financial institutions including banks and insurance companies and financial technology companies.

Location-based intelligence (“iZone”). Our customers for our location-based intelligence solutions primarily include retailers such as automobile dealers and those from other traditional brick-and-mortar industries ranging from real estate developers to shopping malls.

Customers of targeted marketing. Our targeted marketing customers include companies across multiple industries, including financial institutions, media and entertainment app publishers, online game companies and e-commerce platforms.

Market intelligence. Our customers for our market intelligence solutions primarily consist of investment funds We strategically wind down the targeted marketing business and corporations that have specific needs to capture real-time market intelligence.

Financial risk management. Our customers for financial risk management solutions are mainly financial institutions including banks and insurance companies and financial technology companies.

Location-based intelligence (“iZone”). Our customers for our location-based intelligence solutions primarily include retailers such as automobile dealers and thosecompletely exit from other traditional brick-and-mortar industries ranging from real estate developers to shopping malls.this business in 2021.

Sales and Marketing

Sales

We sell our solutions through our experienced direct sales force. Our sales force is first organized by product line, with each team responsible for one line of our developer servicesSAAS Businesses or data solutiontargeted marketing offerings, and then further organized into multiple regional teams covering different regions across China.

We incentivize our sales teams by setting specific key performance goals for each team responsible for the corresponding line of developer servicesSAAS Businesses or data solutions andtargeted marketing by adopting a commission-based reward mechanism linked to the sales personnel’s performance. We design the mechanism to encourage and incentivize our sales teams to sell not only newly developed service or solution offerings but also the existing developer servicesSAAS Businesses and data solutions.targeted marketing.

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Our sales teams focus on expanding our customer base and increasing the spending by existing customers, seeking to capture follow-on and cross-selling opportunities to drive purchases and subscriptions of additional functionalities and solutions. Due to the comprehensiveness and inter-connectedness of our dataproducts and solutions, we can offer one-stop solutions to our customers across their full customer lifecycle management and cross-sell other suitable and newly developed solutions to our customers. For example, we provide targeted marketing solutions to financial institutions clients to help them acquire new users, provide push notification services for continued user engagement and offer our financial risk management solutions to assist them with assessing the creditworthiness of borrowers. We are also able to use our own data solutionsvertical applications for more precise targeted marketing on our own behalf.

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We also operate a proprietary customer management system comprising a number of functions, including customer management, contract management and processing and keeping records of financial related matters. Our sales teams usesuse our customer management system to manage our customers, contracts and orders. This integrated system enhances our ability to manage our customers and allows us to react to customer needs in a fast and efficient way. We believe that our customer management system has been a key factor in enabling us to manage the rapid growth of our business to date and provides us with scalability going forward.

Service Support

At the stage of initial engagement with a customer, we have our research and development personnel that is responsible for developing and enhancing the relevant developer services or data solutionsSAAS Businesses and targeted marketing provide technical and customer support to the customer, and our sales personnel serves as the contact point for the customer and facilitates communication between the customer and support personnel.

The vast majority of our developers use automated self-service tools that are available on our website for support features. We share a wide variety of information directly with developers on our website, Jiguang.cn,, including detailed service information, downloadable SDKs and APIs, and post technical support threads on Jiguang developer community sites. Our developer services team is available for online and email support. We also provide tailored one-on-one customer support to a portion of developers who pay for our developer services.

We also have dedicated account managers to ensure customer satisfaction by gathering ongoing feedback and seek to expand their usage of our solutions once they reach a certain spending level with us. We also encourage them to use our customer portal to facilitate self-service after sales, except for customers who purchase customized solutions such as targeted marketing. Customers can log into their web-based user portals to track the status of usage and renew their subscriptions with a few clicks.

Marketing

We have a marketing team responsible for increasing the awareness of our brand, promoting our new and existing solutions, maintaining our relationship with business partners and managing public relations. We deploy comprehensive strategies for our marketing efforts, including:

Collaboration with media partners. We have established collaboration selectively with traditional and online media partners. In 2018, our data analysis was quoted in approximately 47,000 articles. We also issued 43 data reports and 58 market intelligence reports.

Collaboration with media partners. We have established collaboration selectively with traditional and online media partners, published 110 corporate releases and product releases on media and also issued 75 data reports in 2022.

Offline events. We host and participate in various events, industry conferences and developer and industry salons in 2022, such as the World Internet Conference and the 2022 China Digital Economy Innovation and Development Conference, to develop and maintain relationships with industry participants and app developers.

Online channels. We also utilize online channels to deepen the interaction with developers, engage developers in our online communities and create more traffic for our follow-up marketing attempts.

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Offline events. We host and participate in various events, such as industry conferences and developer and industry salons, to develop and maintain relationships with industry participants and app developers.

Online channels. We also utilize online channels to deepen the interaction with developers, engage developers in our online communities and create more traffic for our follow-up marketing attempts.

Online customer acquisition. We conduct online targeted marketing for ourselves mainly in cooperation with our marketing partners. For example, we work with leading search engine companies to enable our potential customers to locate us more easily by searching certain keywords.

Online customer acquisition. We conduct online targeted marketing for ourselves mainly in cooperation with our marketing partners. For example, we work with leading search engine companies to enable our potential customers to locate us more easily by searching certain keywords.

Intellectual Property

We seek to protect our technology, including our proprietary technology infrastructure and core software system, through a combination of patent, copyright, trademark and trade secret laws, as well as license agreements and other contractual protections. In addition, we enter into confidentiality and non-disclosure agreements with our employees and business partners. The agreements we enter into with our employees also provide that all software, inventions, developments, works of authorship and trade secrets created by them during the course of their employment are our property.

Our intellectual property rights are critical to our business. As of December 31, 2018,2022, we have 4360 patent applications pending in mainland China and own 51160 computer software copyrights in mainland China, relating to various aspects of our developer servicesSAAS Businesses and data solutions.targeted marketing. In addition, we have filed 3327 trademark applications and maintained 7143 trademark registrations and 34 artwork copyrights in China. We have also registered 16162 domain names, including jiguang.cn, among others.

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We intend to protect our technology and proprietary rights vigorously. We have employed internal policies, confidentiality agreements, encryptions and data security measures to protect our proprietary rights. However, there can be no assurance that our efforts will be successful. Even if our efforts are successful, we may incur significant costs in defending our rights. From time to time, third parties may initiate litigation against us alleging infringement of their proprietary rights or declaring their non-infringement of our intellectual property rights. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We may not be able to prevent unauthorized use of our intellectual property, which could harm our business and competitive position” and “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We may be subject to intellectual property infringement claims or other allegations, which could result in our payment of substantial damages, penalties and fines, removal of data or technology from our system.”

Competition

We believe that we are positioned favorably against our competitors. However, the markets for developer servicesSAAS Businesses and data solutionstargeted marketing are rapidly evolving. Our competitors may compete with us in a variety of ways, including by launching competing products, expanding their product offerings or functionalities, conducting brand promotions and other marketing activities and making acquisitions. In addition, many of our competitors are large, incumbent companies who are better capitalized than we are.

We face competition in all lines of business. Our developer services face competition from other major mobile app developer services providers in China. For our targeted marketing, solutions, we may face competition from major internet companies, such as Tencent, Baidu and Alibaba, in the future as we further grow, although we currently collaborate with them to source ad inventory from them. We also face competition from traditional media for advertising spending. We also directly compete with market intelligence service providers with respect to our market intelligence solutions and financial risk management service providers with respect to our financial risk management solutions.

As we introduce new developer servicesSAAS Businesses and data solutions,targeted marketing, as our existing solutions continue to evolve or as other companies introduce new products and services, we may become subject to additional competition. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We may not be able to compete successfully with our current or future competitors.”

Regulations

This section sets forth a summary of the most significant rules and regulations that affect our and the VIE’s business activities in mainland China or our shareholders’ rights to receive dividends and other distributions from us.

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Regulations on M&A Rules and Overseas Listings

In 2006, six regulatory agencies of mainland China, including the China Securities Regulatory Commission, or the CSRC, jointly adopted the M&A Rules, amended in 2009. The M&A Rules purport, among other things, to require an offshore special purpose vehicle controlled by companies or individuals in mainland China and formed for overseas listing purposes through acquisitions of domestic interest registered in mainland China held by such companies or individuals, to obtain the approval from the CSRC prior to publicly listing their securities on an overseas stock exchange. In 2006, the CSRC published a notice on its official website specifying documents and materials required to be submitted to it by the offshore special purpose vehicle seeking CSRC approval of its overseas listing. While the application of the M&A Rules remains unclear, our PRC counsel, Han Kun Law Offices, has advised us that based on its understanding of current laws, rules and regulations of mainland China and the M&A Rules, prior approval from the CSRC is not required under the M&A Rules for the listing and trading of the ADSs given that (i) our mainland China subsidiaries were directly established by us as wholly foreign-owned enterprises and we have not acquired any equity interest or assets of a domestic company registered in mainland China owned by companies or individuals in mainland China as defined under the M&A Rules that are our beneficial owners after the effective date of the M&A Rules, and (ii) no provision in the M&A Rules clearly classifies the contractual arrangements as a type of transaction subject to the M&A Rules.

However, our PRC counsel has further advised us that there remains some uncertainty as to how the M&A Rules will be interpreted or implemented in the context of an overseas offering, and its opinions summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. If the CSRC or other PRC regulatory agencies subsequently determine that prior CSRC approval was required, we may face regulatory actions or other sanctions from the CSRC or other PRC regulatory agencies.

The M&A Rules also establish procedures and requirements that could make some acquisitions of companies in mainland China by foreign investors more time-consuming and complex, including requirements in some instances that the anti-monopoly law enforcement agency be notified in advance of any change-of-control transaction in which a foreign investor takes control of a domestic enterprise registered in mainland China. In addition, the Rules on Implementation of Security Review System for the Merger and Acquisition of Domestic Enterprises by Foreign Investors issued by the Ministry of Commerce in 2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by the Ministry of Commerce, and prohibit any activities attempting to bypass such security review, including by structuring the transaction through a proxy or contractual control arrangement. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The approval and/or other requirements of the CSRC or other PRC governmental authorities may be required in connection with an offering under rules, regulations or policies of mainland China, and, if required, we and the VIE cannot predict whether or how soon we will be able to obtain such approval.”

On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the securities laws of mainland China.

On February 17, 2023, the CSRC promulgated the Trial Measures and five supporting guidelines, which took effect on March 31, 2023. According to the Trial Measures, among other requirements, (1) domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedures with the CSRC; if a domestic company fails to complete the filing procedure, such domestic company may be subject to administrative penalties; (2) if the issuer meets both of the following conditions, the overseas offering and listing shall be determined as an indirect overseas offering and listing by a domestic company: (i) any of the total assets, net assets, revenues or profits of the domestic operating entities of the issuer in the most recent accounting year accounts for more than 50% of the corresponding figure in the issuer’s audited consolidated financial statements for the same period; (ii) its major operational activities are carried out in China or its main places of business are located in China, or the senior managers in charge of operation and management of the issuer are mostly Chinese citizens or are domiciled in China; and (3) where a domestic company seeks to indirectly offer and list securities in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and such filings shall be submitted to the CSRC within three business days after the submission of the overseas offering and listing application. Further, at the press conference held for the Trial Measures on February 17, 2023, officials from the CSRC clarified that the PRC domestic companies that have already been listed overseas on or before the effective date of the Trial Measures (i.e. March 31, 2021) shall be deemed as existing issuers, or the Existing Issuers. Existing Issuers are not required to complete the filing procedures immediately but shall carry out filing procedures as required if they conduct refinancing or are involved in other circumstances that require filing with the CSRC. The officials from the CSRC have also confirmed that for the PRC domestic companies that seek to list overseas with VIE structure, the CSRC will solicit opinions from relevant regulatory authorities and complete the filing of the overseas listing of companies with VIE structure which meet the compliance requirements.

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On February 24, 2023, the CSRC, Ministry of Finance of the PRC, National Administration of State Secrets Protection and National Archives Administration of China promulgated the Archives Rules, which took effect on March 31, 2023. Pursuant to the Archives Rules, domestic companies that seek for overseas offering and listing shall strictly abide by applicable laws and regulations of the PRC and the Archives Rules, enhance legal awareness of keeping state secrets and strengthening archives administration, institute a sound confidentiality and archives administration system, and take necessary measures to fulfill confidentiality and archives administration obligations. Such domestic companies shall not leak any state secret and working secret of government agencies, or harm national security and public interest. Furthermore, a domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities companies, securities service providers and overseas regulators, any document and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level. Moreover, a domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals and entities including securities companies, securities service providers and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations. The Archives Rules also stipulate that a domestic company that provides accounting archives or copies of accounting archives to any entities including securities companies, securities service providers and overseas regulators and individuals shall fulfill due procedures in compliance with applicable national regulations.

However, given that the Trial Measures and the Archives Rules were recently promulgated, there are substantial uncertainties as to the implementation and interpretation. We cannot predict the impact of the Trial Measures and the Archives Rules on us, including but not limited to, the maintenance of the listing status of our ADSs and/or other securities, or any of our future offerings of securities overseas at this stage.

Regulations on Foreign Investment

On March 15, 2019,The PRC Foreign Investment Law, adopted by the PRC National People’s Congress on March 15, 2019 and its Implementing Regulation adopted by the Foreign Investment Law of the PRC, which will becomeState Council on December 12, 2019 became effective on January 1, 2020. Pursuant to the PRC Foreign Investment Law, of the PRC, China will grant national treatment to foreign invested entities, except for those foreign-investedforeign invested entities that operate in industries that fall within “restricted” or “prohibited” industriescategories as prescribed in the “negative list”, which shall to be released by or approved by the State Council. In addition, the Ministry of Commerce promulgated the Measures on Reporting of Foreign Investment Information, effective on January 1, 2020, which provides detailed submission requirements for foreign investors. Foreign investors carrying out investment activities in mainland China directly or indirectly shall submit investment information to the commerce administrative authorities pursuant to these Measures.

The Ministry of Commerce and the NDRC jointly promulgated the Special Administrative Measures for Entrance of Foreign Investment (Negative List) (2021 Version), or the Negative List (2021 Version), which became effective on January 1, 2022. The Negative List (2021 Version) requires that any domestic enterprise registered in mainland China engaging in prohibited industries under the negative list shall obtain the consent of the relevant competent PRC government authorities for overseas listing, and the foreign investors shall not participate in the Negative List (2021 Version), and operation and management of such enterprise, and the shareholding percentage of the foreign investors in such enterprise shall be subject to the relevant administrative provisions of the domestic securities investment by foreign investors. Such negative list does not further elaborate whether existing overseas listed enterprise will be subject to such requirements. The staff of the NDRC addressed in an interview on December 27, 2021 that certain existing overseas listed enterprises whose foreign investors’ shareholding percentage exceed the aforementioned threshold are not required to make adjustment or deduction. It is unclear as to whether the aforesaid provisions will apply to the companies adopting contractual arrangements.

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In December 2020, the NDRC and Ministry of Commerce promulgated the Measures for the Security Review of Foreign Investment, which came into effect on January 18, 2021. The NDRC and the Ministry of Commerce will establish a working mechanism office in charge of the security review of foreign investment. Such measures define foreign investment as direct or indirect investment by foreign investors in the mainland China, including (i) investment in new onshore projects or establishment of wholly foreign owned onshore companies or joint ventures with foreign investors; (ii) acquiring equity or asset of onshore companies by merger and acquisition; and (iii) onshore investment by and through any other means. Foreign investment in certain key areas with national security concerns, such as important cultural products and services, important information technology and internet products and services, key technologies and others which results in the acquisition of de facto control of invested companies, shall be filed with a specifically established office before such investment is carried out. What may constitute “onshore investment by and through any other means” or “de facto control” is not clearly defined under such measures, and could be broadly interpreted. It is likely that control through contractual arrangement be regarded as de facto control based on provisions applied to security review of foreign investment. Failure to make such filing may subject such foreign investor to rectification within a prescribed period, and the foreign investors will be negatively recorded in the relevant national credit information system, which would then subject such investors to joint punishment as provided by relevant rules. If such investor fails to or refuses to undertake such rectification, it would be ordered to dispose of the equity or asset and to take any other necessary measures so as to return to the status quo and to erase the impact to national security.

We are a Cayman Islands company and our businesses by nature in mainland China are mainly value-added telecommunication services, which are restricted for foreign investors by the Negative List (2021 Version). We conduct business operations that are restricted for foreign investment through the VIE.

Regulations on Telecommunications Services and Foreign Ownership Restrictions

The PRC Telecommunications Regulations, which became effective on September 25, 2000 and was latest amended on February 6, 2016, are the core regulations on telecommunications services in mainland China. The PRC Telecommunications Regulations set out basic guidelines on different types of telecommunications business activities, including the distinction between “basic telecommunications services” and “value-added telecommunications services.” According to the latest revised Catalog of Classification of Telecommunication Business, which took effect on March 1, 2016 and was amended on June 6, 2019, information services, whether provided via internet networks or public communication networks, and domestic call center services, are classified as B2 type of value-added telecommunications services. The PRC Telecommunications Regulations require the operators of value-added telecommunications services to obtain value-added telecommunications business operation licenses from MIIT or its provincial delegates prior to the commencement of such services.

The Regulations on the Administration of Foreign-Invested Telecommunications Enterprises, or the FITE Regulations, which took effect on January 1, 2002 and were amended on September 10, 2008, and February 6, 2016, respectively, are the major rules on foreign investment in telecommunications companies in mainland China. The FITE Regulations stipulate that except as otherwise provided by the MIIT, a foreign investor is prohibited from holding more than 50% of the equity interest in a foreign-invested enterprise that provides value-added telecommunications services, including internet information services. Moreover, such foreign investor shall demonstrate a good track record and experience in operating value-added telecommunications services when a company invested by such foreign investor applies for the value-added telecommunications business operation license from the MIIT.

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Table On March 29, 2022, the Decision of Contentsthe State Council on Revising and Repealing Certain Administrative Regulations, which took effect on May 1, 2022, was promulgated to amend certain provisions of regulations including the Provisions on the Administration of Foreign-Invested Telecommunications Enterprises (2016 Revision), the requirement for major foreign investor to demonstrate a good track record and experience in operating value-added telecommunications businesses is deleted.

 

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On July 13, 2006, the MIIT issued the Circular on Strengthening the Administration of Foreign Investment in Value-added Telecommunications Services, or the MIIT Circular 2006, which stipulates that (a) foreign investors may only operate a telecommunications business in mainland China through establishing a telecommunications enterprise with a valid telecommunications business operation license; (b) domestic license holders are prohibited from leasing, transferring or selling telecommunications business operation licenses to foreign investors in any form, or providing any resources, sites or facilities to foreign investors to facilitate the unlicensed operation of telecommunications business in mainland China; (c) value-added telecommunications service providers or their shareholders must directly own the domain names and registered trademarks used by such service provider in their daily operations; (d) each value-added telecommunications service provider must have the necessary facilities for its approved business operations and maintain such facilities in the geographic regions covered by its license; and (e) all value-added telecommunications service providers should improve network and information security, enact relevant information safety administration regulations and set up emergency plans to ensure network and information safety. The provincial communications administration bureaus, as local authorities in charge of regulating telecommunications services, may revoke the value-added telecommunications business operation licenses of those that fail to comply with the above requirements and fail to rectify such non-compliance within specified time limits. Due to the lack of any additional interpretation from the regulatory authorities, it remains unclear what impact MIIT Circular 2006 will have on us or the other PRCmainland China internet companies with similar corporate and contractual structures.

The Special Administrative Measures for Entrance of Foreign Investment (Negative List) (2018 Version), or the Negative List, which was promulgated jointly by MOFCOM and the National Development and Reform Commission on June 28, 2018 and became effective on July 28, 2018, regulate foreign investors’ market access into China. Pursuant to the Negative List (2021 Version), foreign investors must refrain from making investment in any of the prohibited sectors specified in the Negative List (2021 Version), any domestic enterprise registered in mainland China engaging in prohibited industries under the negative list shall obtain the consent of the relevant competent PRC authorities for overseas listing, and the foreign investors are required to obtain the permit for access to other sectors that are listedshall not participate in the Negative List but(2021 Version), and operation and management of such enterprise, and the shareholding percentage of the foreign investors in such enterprise shall be subject to the relevant administrative provisions of the domestic securities investment by foreign investors. Such negative list does not further elaborate whether existing overseas listed enterprise will be subject to such requirements. The staff of the NDRC addressed in an interview on December 27, 2021 that certain existing overseas listed enterprises whose foreign investors’ shareholding percentage exceed the aforementioned threshold are not classified as “prohibited”.required to make adjustment or deduction. In addition, foreign investors are not allowed to own more than 50% of the equity interests in a value-added telecommunications service provider (excluding e-commerce)e-commerce, domestic multi-party communications, store-and-forward and call center services). Nonetheless, on March 29, 2022, the Decision of the State Council on Revising and Repealing Certain Administrative Regulations, which took effect on May 1, 2022, was promulgated to amend certain provisions of regulations including the Provisions on the Administration of Foreign-Invested Telecommunications Enterprises (2016 Revision), the requirement for major foreign investor to demonstrate a good track record and experience in operating value-added telecommunications businesses was deleted.

To comply with such foreign ownership restrictions, we operate our businesses in mainland China through Hexun Huagu which is owned by PRCmainland China citizens. Hexun Huagu is controlled by the WFOE, our wholly-owned subsidiary, through a series of contractual arrangements. See “Item 4. Information on the Company—C. Organizational Structure.” Based on our PRC legal counsel, Han Kun Law Offices’ understanding of the current PRC laws and regulations of mainland China, our corporate structure complies with all applicable PRC laws and regulations of mainland China in all material respects, and subject to the disclosure and risks disclosed under “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure”, our contractual arrangements are valid and binding on all parties to these arrangements and do not violate current PRC laws or regulations.regulations of mainland China. However, we were further advised by our PRC legal counsel that there are substantial uncertainties with respect to the interpretation and application of existing or future PRC laws and regulations of mainland China and thuswhether there will be new rules issued which would establish further requirements and restrictions on our contractual arrangements. Thus, there is no assurance that Chinesethe PRC governmental authorities would take a view consistent with the opinions of our PRC legal counsel.

Internet Information Services

The Administrative Measures on Internet Information Services, or the ICP Measures, issued by the State Council on September 25, 2000 and amended on January 8, 2011, regulate the provision of internet information services. According to the ICP Measures, “internet information services” refer to services that provide internet information to online users, and are categorized as either commercial services or non-commercial services. Pursuant to the ICP Measures, internet information commercial service providers shall obtain a value-added telecommunications business operation license concerning internet information services, or the ICP License, from the relevant local authorities before engaging in the provision of any commercial internet information services in mainland China. In addition, if the internet information services involve provision of news, publication, education, medicine, health, pharmaceuticals, medical equipment and other services that statutorily require approvals from other additional governmental authorities, such approvals must be obtained before applying for the ICP License.

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We currently hold a valid ICP Licensevalue-added telecommunications business operation license through ourthe VIE Hexun Huagu, covering the provision of internet information services, issued by Guangdong Communications Administration Bureau.MIIT. Besides, the ICP Measures and other relevant measures also ban the internet activities that constitute publication of any content that propagates obscenity, pornography, gambling and violence, incite the commission of crimes or infringe upon the lawful rights and interests of third parties, among others. If an internet information service provider detects information transmitted on their system that falls within the specifically prohibited scope, such provider must terminate such transmission, delete such information immediately, keep records and report to the governmental authorities in charge. Any provider’s violation of these prescriptions will lead to the revocation of its ICP License and, in serious cases, the shutting down of its internet systems.

Short Message Services

The Administrative Provisions on Short Message Services issued by MIIT on May 19, 2015, which became effective in June 30, 2015, regulate the provisions of short message services. According to the Administrative Provisions on Short Message Services, in case of operation of short message services, a telecommunications business operating license shall be obtained in accordance with the law. The Administrative Provisions on Short Message Services further regulate that (a) short message services refer to the telecommunications services of providing the limited-length information including characters, data, voices and images for the users of such communications terminals as mobile phone and fixed-line telephone via the

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telecommunications network; (b) short message services providers refer to the telecommunications business operators that render the basic network services relating to sending, storage, forwarding and receipt of short messages and take advantage of basic network facilities and services to offer a platform for sending short messages for other organizations and individuals (including but not limited to, the operators of the basic telecommunications business and the information service business and mobile communications resale business among the value-added telecommunications business).

We currently hold a valid value-added telecommunications business operation license through our VIE Hexun Huagu covering information services of the B2 type of value-added telecommunication business (excluding Internet information services) issued by the MIIT.

Regulations on Mobile Internet Applications

In June 2016, the SIIOCyberspace Administration of China promulgated the Administrative Provisions on Mobile Internet Application Information Services, or the Mobile Application Administrative Provisions.Provisions, which was most recently amended on June 14, 2022 and became effective on August 1, 2022. Pursuant to the Mobile Application Administrative Provisions, a mobile internet app refers to an app software that runs on mobile smart devices providingto provide users with information services after being pre-installed, downloaded or embedded through other means.services. Mobile internet app providers refer to the owners or operators of mobile internet apps which provide information services. Internet app distribution platforms refer to mobile internet information services providers which provide distribution services related to releasing, downloading and dynamic loading of internet apps.

Pursuant to the Mobile Application Administrative Provisions, a mobileinternet app providers shall comply with relevant provisions on the scope of necessary personal information when engaging in personal information processing activities and shall not compel users to agree to non-essential personal information collection or ban users from their basic functional services due to their refusal of providing unnecessary personal information. Internet app providers shall not provide the relevant services to the users who fail to submit real identity information or use fraudulent identity information of other organizations or persons for fake registration. Internet app providers shall also establish sound information content review and management mechanism, take sound management measures such as user registration, account management, information review, daily inspection and emergency disposal, and be staffed with professionals and technical ability appropriate to the service scale. Furthermore, internet app providers who launch new technologies, applications or functions with the attribute of public opinion or the capability of social mobilization shall conduct security assessment in accordance with the applicable laws and regulations. If an internet app provider must not enable functions that can collect a user’s geographical location information, access user’s contact list, activate the camera or recorder of the user’s mobile smart device or other functions irrelevant to its services, nor is it allowed to conduct bundle installations of irrelevant app programs, unless it has clearly indicated to the user and obtained the user’s consent on such functions and app programs. If an app provider violates thethese regulations, the internet app store service provider must take measures to stopdistribution platforms may issue warnings, suspend the release of its applications, or terminate the sale of its applications, and/or report the violations including giving a warning, suspension of release, withdrawal ofto governmental authorities, and the app fromapplication provider may be imposed administrative penalty by the platform, keeping a record of the incidentCAC and reporting the incident to the relevant governmental authorities.competent authorities in accordance with relevant laws and regulations.

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Regulations on Advertising Business

The PRC government regulates advertising, including online advertising, principally through the State Administration for Market Regulation, or SAMR. The PRC Advertising Law, as amended in April 2015, and October 2018 and April 2021, outlines the regulatory framework for the advertising industry, and allows foreign investors to own up to all equity interests in PRCmainland China advertising companies.

We conduct advertising business through ourthe VIE in mainland China and holds a business license that covers advertising in its business scope. Our targeted marketing business may be subject to the PRC Advertising Law and related regulations.

Advertisers, advertising operators and advertising distributors are required by the PRC Advertising Law to ensure that the contents of the advertisements they prepare or distribute are true and in full compliance with applicable laws and regulations. For example, pursuant to the PRC Advertising Law, advertisements must not contain, among other prohibited contents, terms such as “the state-level,” “the highest grade,” “the best” or other similar words. In addition, where a special government review is required for certain categories of advertisements before publishing, the advertisers, advertising operators and advertising distributors are obligated to confirm that such review has been performed and the relevant approval has been obtained.

In addition to the above regulations, the Measures for the Administration of Internet Advertising, or the Internet Advertising Measures, which will come into effect on May 1, 2023, also set forth certain compliance requirements for online advertising businesses. Pursuant to the PRC Advertising Law and the Internet Advertising Measures, the use of the internet to publish or distribute advertisements shall not affect the normal use of the internet by users.users, and it is prohibited to insert paid ranking advertisements into the search results of government service websites, webpages, internet applications, public accounts and so on. Particularly, advertisements distributed on internet pages by advertisers or advertising distributors such as pop-up advertisements shall be indicated with a conspicuous mark for “close” to ensure the close of such advertisements by one click. Where internet information service providers know or should know that illegal advertisements are being distributed using their services, they shall prevent such advertisements from being distributed.

In addition to the above regulations, the Interim Measures for the Administration of Internet Advertising, effective on September 1, 2016, orFurther, the Internet Advertising Measures also set forth certain compliance requirements forprovide that all online advertisements must be identifiable so that consumers can distinguish them from non-advertisement information. Moreover, the Internet Advertising Measures require that, among other things, paid ranking advertisements shall be marked “advertisement” prominently by the advertising businesses. For example, advertising operators and distributors so that they can be prominently distinguished from normal research results. Without the consent or request of users, or upon users’ explicit refusal, internet advertisements must examine, verifyshall not be sent to their vehicles of transport, navigation equipment, intelligent home appliances or otherwise, and record identity information, such as name, addressno advertisements or links to advertisements shall be attached to any e-mail or internet instant messaging by users. It is not allowed to deceive or mislead users into clicking on or browsing advertisements in any of the following ways: (i) false prompts on system or software updates, error reporting, sorting, notice, etc.; (ii) false signs of display, start, pause, stop, return, etc.; (iii) false reward commitments; and contact information, of advertisers, and maintain an updated verification record(iv) other methods which deceive or mislead users into clicking on a regular basis. Moreover,or browsing advertisements. Besides, advertising operators and advertising distributors must examineestablish, improve and implement an undertaking registration, examination and file management system for internet advertising business in accordance with the following provisions: (i) to verify and register information such as the true identity, address and effective contact information of advertisers, set up advertisement files and check and update them on a regular basis, record and keep electronic data in relation to advertising activities for at least three years from the date when the publishing of advertisements ends; (ii) to inspect relevant supporting documentation provided by advertisers anddocuments, verify the contents of the advertisements, against supporting documents before publishing. If the contents ofand for advertisements are inconsistent with the supporting documentation or thewith incomplete supporting documentation is incomplete,documents, advertising operators to not provide design, production or agency services, and advertising contributors to not publish such advertisements; and (iii) to provide advertising review personnel familiar with advertising laws and regulations or establish an advertising review institution. When publishing Internet advertisements that contain links, advertisers, advertising operators and distributors must refrain from providing design, production, agency or publishing services. The Internet Advertising Measures also prohibitadvertising contributors should verify the following activities: (i) providing or using apps and hardwareadvertising contents in relation to block, filter, skip over, tamper with, or cover up lawful advertisements; (ii) using network access, network equipment and apps to disruptfront-end advertisement in the normal transmissionnext level of lawful advertisements or adding or uploading advertisements without authorization; and (iii) harming the interests of a third party by using fake statistics or traffic data.links.

Violation of these regulations may result in penalties, including fines, confiscation of advertising income, and orders to cease dissemination of the advertisements and orders to publish an advertisement correcting the misleading information.advertisements. In the case of serious violations, the SAMR or its local branches may force the violator to terminate its advertising operation or even revoke its business license. Furthermore, advertisers, advertising operators or advertising distributors may be subject to civil liability if they infringe on the legal rights and interests of third parties.

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Table In addition, advertisers, advertising operators and advertising contributors who can prove that they have fulfilled relevant responsibilities, taken measures to prevent the linked advertising contents from being tampered with, and provided the true name, address, and effective contact information of Contentsthe subject of illegal advertising activities may be given a lighter, mitigated, or no administrative penalty in accordance with laws.

 

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Regulations on Information Security

The PRC government has enacted laws and regulations with respect to internet information security. Internet information in mainland China is regulated and restricted from a national security standpoint. PRC lawsOn December 28, 2000, the Standing Committee of the National People’s Congress enacted the Decision on the Protection of Internet Security, as amended on August 27, 2009, which impose criminal penalties for any effort 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. In addition, the Ministry of Public Security has promulgated measuresthe Administrative Measures on Security Protection for International Connections to Computer Information Networks on December 16, 1997, and amended it on January 8, 2011, prohibiting use of the internet in ways which result in a leak of state secrets or a spread of socially destabilizing content, among other things. If an internet information service provider violates any of these measures, competent authorities may revoke its operating license and shut down its websites.

The PRC Cyber Security Law of mainland China, which was promulgated on November 7, 2016, and took effect on June 1, 2017, requires a network operator, including internet information services providers among others, to adopt technical measures and other necessary measures in accordance with applicable laws and regulations as well as compulsory national and industrial standards to safeguard the safety and stability of network operations, effectively respond to network security incidents, prevent illegal and criminal activities, and maintain the integrity, confidentiality and availability of network data. The PRC Cyber Security Law of mainland China emphasizes that any individuals and organizations that use networks must not endanger network security or use networks to engage in unlawful activities such as those endangering national security, economic order and the social order or infringing the reputation, privacy, intellectual property rights and other lawful rights and interests of others. Any violation of the provisions and requirements under the PRC Cyber Security Law of mainland China may subject an internet service provider to warnings, fines, confiscation of illegal gains, revocation of licenses, cancellation of filings, closedown of websites or even criminal liabilities.

OurOn August 20, 2021, the Standing Committee of the National People’s Congress promulgated the Personal Information Protection Law, or the PIPL, which integrates the scattered rules with respect to personal information rights and privacy protection and took effect on November 1, 2021. The PIPL aims at protecting the personal information rights and interests, regulating the processing of personal information, ensuring the orderly and free flow of personal information in accordance with the law, and promoting the reasonable use of personal information. Personal information, as defined in the PIPL, refers to information related to identified or identifiable natural persons and recorded by electronic or other means, but excluding the anonymized information. The PIPL provides the circumstances under which a personal information processor could process personal information, which include but not limited to, where the consent of the individual concerned is obtained and where it is necessary for the conclusion or performance of a contract to which the individual is a contractual party. It also stipulates certain specific rules with respect to the obligations of a personal information processor, such as to inform the purpose and method of processing to the individuals, and the obligation of the third party who has access to the personal information by way of co-processing or delegation. The PRC Data Security Law, which was promulgated by the Standing Committee of the National People’s Congress on June 10, 2021, and took effect on September 1, 2021, requires data processing (which includes the collection, storage, use, processing, transmission, provision, publication of data, etc.) to be conducted in a legitimate and proper manner. The PRC Data Security Law provides for data security and privacy obligations on entities and individuals carrying out data activities. The PRC Data Security Law also introduces a data classification and hierarchical protection system based on the importance of data in economic and social development, and the degree of harm it shall cause to national security, public interests, or legitimate rights and interests of individuals or organizations if such data are tampered with, destroyed, leaked, illegally acquired or illegally used. The appropriate level of protection measures is required to be taken for each respective category of data. For example, a processor of important data is required to designate the personnel and the management body responsible for data security, carry out risk assessments of its data processing activities and file the risk assessment reports with the competent authorities. Moreover, the PRC Data Security Law provides a national security review procedure for those data activities which may affect national security and imposes export restrictions on certain data and information.

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On December 28, 2021, the CAC and several other regulatory authorities in mainland China jointly promulgated the Cybersecurity Review Measures, which came into effect on February 15, 2022. Pursuant to the Cybersecurity Review Measures, (i) where the relevant activity affects or may affect national security, a CIIO that purchases network products and services, or an internet platform operator that conducts data process activities, shall be subject to the cybersecurity review, (ii) an application for cybersecurity review shall be made by an issuer who is an internet platform operator holding personal information of more than one million users before such issuer applies to list its securities on a foreign stock exchange, and (iii) relevant governmental authorities in the mainland China may initiate cybersecurity review if they determine an operator’s network products or services or data processing activities affect or may affect national security. Namely, the scope of review under the Cybersecurity Review Measures extend to CIIO, online platform operators carrying out data processing activities, and national security risks related to a non-domestic listing, especially the “risks of core data, important data or substantial personal information being stolen, leaked, damaged, illegally used or exported; risks of Critical Information Infrastructure, core data, important data or substantial personal information data being affected, controlled and maliciously used by foreign governments after a foreign listing.”

On July 7, 2022, the CAC promulgated the Data Export Measures which became effective on September 1, 2022. The Data Export Measures requires that any data processor which processes or exports personal information exceeding certain volume threshold under such measures shall apply for security assessment by the CAC before transferring any personal information abroad, including the following circumstances: (i) important data will be provided overseas by any data processor; (ii) personal information will be provided overseas by any operator of critical information infrastructure or any data processor who processes the personal information of more than 1,000,000 individuals; (iii) personal information will be provided overseas by any data processor who has provided the personal information of more than 100,000 individuals in aggregate or has provided the sensitive personal information of more than 10,000 individuals in aggregate since January 1 of last year; and (iv) other circumstances where the security assessment is required as prescribed by the CAC. A data processor shall, before applying for the security assessment of an outbound data transfer, conduct a self-assessment of the risks in the outbound data transfer. The security assessment of a cross-border data transfer shall focus on assessing risks that may be brought about by the cross-border data transfer to national security, public interests, or the lawful rights and interests of individuals or organizations.

The VIE, Hexun Huagu, asis an internet information services provider, and is therefore subject to the regulations relating to information security. Hexun Huagu has adopted data security, data recovery and backup measures to comply with these regulations and holds valid information security management system certificate of conformity issued by Beijing Zhong-An-Zhi-Huan Certification Center. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Actual or alleged failureOur and the VIE’s business generates and processes a large amount of data, and we and the VIE 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 “—Security and privacy breaches may hurt our business.”

Regulations on Personal Information Protection

In December 2012, the Standing Committee of the NPC promulgated the Decision on Strengthening Network Information Protection, or the Network Information Protection Decision, to enhance the legal protection of information security and privacy on the internet. The Network Information Protection Decision also requires internet operators to take measures to ensure confidentiality of information of users. In July 2013, the MIIT promulgated the Provisions on Protection of Personal Information of Telecommunication and Internet Users to regulate the collection and use of users’ personal information in the provision of telecommunication service and internet information service in mainland China. In August 2015, the Standing Committee of the NPC promulgated the Ninth Amendment to the Criminal Law, which became effective in November 2015 and amended the standards of crime of infringing citizens’ personal information and reinforced the criminal culpability of unlawful collection, transaction, and provision of personal information. It further provides that any network 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 will be subject to criminal liability. In November 2016, the Standing Committee of the NPC promulgated the Cyber Security Law of mainland China, which requires, among others, that network operators take security measures to protect the network from unauthorized interference, damage and unauthorized access and prevent data from being divulged, stolen or tampered with. Network operators are also required to collect and use personal information in compliance with the principles of legitimacy, properness and necessity, and strictly within the scope of authorization by the subject of personal information unless otherwise prescribed by laws or regulations. The Civil Code promulgated in 2020 also provides specific provisions regarding the protection of personal information.

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On July 30, 2021, the State Council promulgated the Provisions on the Security Protection of Critical Information Infrastructure, or the CII Regulation, which became effective on September 1, 2021. According to the CII regulation, a critical information infrastructure, or CII, refers to an important network facility or information system in important industries and fields such as public communication and information services, energy, transportation, water conservancy, finance, public services, e-government, and national defense technology industry, among others. CII also refers to other important network facilities and information systems that may seriously endanger national security, national economy, people’s livelihood, and public interests in the event of damage, loss of function, or data leakage. The competent departments and supervision and management departments of the aforementioned important industries and fields are the departments responsible for the CII security protection work. They will be responsible for organizing the identification of CIIs in their respective industries or fields in accordance with the identification rules, promptly notifying the CII operators of the identification results, and notifying the public security department of the State Council.

The Standing Committee of the National People’s Congress promulgated the Personal Information Protection Law of the PRC, or the Personal Information Protection Law, on August 20, 2021, which entered into force on November 1, 2021. According to the Personal Information Protection Law, personal information refers to all kinds of information, recorded by electronic or other means, that is related to identified or identifiable natural persons, but excludes anonymized information. Personal information handling should follow the principles of legality, rightness, necessity, and integrity. Moreover, the Personal Information Protection Law specifies the rules for handling sensitive personal information, which refers to personal information that, once leaked or illegally used, may easily cause harm to the dignity of natural persons or cause grave harm to personal or property security, including biometric characteristics, financial accounts, individual location tracking, and personal information of minors under the age of 14, among others. Personal information handlers shall bear the responsibility for their personal information handling activities, and adopt necessary measures to safeguard the personal information they handle. Otherwise, the personal information handlers will be ordered to correct their behaviors, or suspend or terminate the provision of services, and may be subject to confiscation of illegal income, fines or other penalties.

As an internet information services provider, the VIE, Hexun Huagu, is subject to these laws and regulations relating to protection of personal information. Hexun Huagu has adopted a series of measures in order to comply with relevant laws and regulations relating to the protection of personal information. It enters into a service agreement with each app developer that uses our developer services in their mobile apps and displays privacy policies on its official website. The service agreement as well as the privacy policies require each app developer to obtain consent from the end users of its apps in connection with data collection and use pursuant to the Cyber Security Law of mainland China and related laws and regulations. We periodically check the app developers’ own agreements with their end users on a sampling basis, and we remind the app developers to rectify the situation where we find instances of non-compliance with the service agreements with Hexun Huagu. Moreover, once the original mobile behavioral data is collected through developer services, our data processing platform immediately stores, cleanses, structures and encrypts the data, and we then utilize AI and machine learning technologies to conduct modeling exercises and data mining and develop SAAS Businesses and targeted marketing that offer industry-specific, actionable insights for customers, in aggregated and anonymized form. In addition, we have adopted rigorous data security measures to prevent our data from unauthorized access or use or being retrieved to establish any connection with the device owners’ identities. While we take all these measures to comply with all applicable data privacy and protection laws and regulations, could damage our reputation, and discourage current and potentialwe cannot guarantee the effectiveness of the measures undertaken by us, app developers and customers from doing business with us” andpartners. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—SecurityOur and the VIE’s business generates and processes a large amount of data, and we and the VIE are required to comply with PRC and other applicable laws relating to privacy breaches may hurtand cybersecurity. The improper use or disclosure of data could have a material and adverse effect on our business.and the VIE’s business and prospects.

Regulations on Privacy Protection

The PRC Constitution states that PRC law protectsthe laws of mainland China protect the freedom and privacy of communications of citizens and prohibits infringement of these rights. In recent years, PRC government authorities have enacted laws and regulations on internet use to protect personal information from any unauthorized disclosure and use.

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Pursuant to the Several Provisions on Regulating the Market Order of Internet Information Service issued by the MIIT in December 2011 and took effect on March 15, 2012, an internet information service operator cannot collect any user personal information or provide any such information to third parties without the consent of such user. An internet information service operator must expressly inform each user of the method, content and purpose of the collection and processing of such user’s personal information and may only collect such information necessary for the provision of its services. An internet information service operator is also required to properly maintain the user personal information, and in case of any leak or potential leak of the user personal information, the internet information service operator must take immediate remedial measures and, in severe circumstances, make an immediate report to the telecommunicationstelecommunication regulatory authority.

Pursuant to the Decision on Strengthening theNetwork Information Protection of Online Information issued by the Standing Committee of the PRC National People’s Congress on December 28, 2012 and the Order for theProvisions on Protection of Personal Information of Telecommunication and Internet User Personal InformationUsers issued by the MIIT on July 16, 2013, any collection and use of user personal information must be subject to the consent of the user, abide by the principles of legality, rationality and necessity and be within the specified purposes, methods and scopes. “Personal information” is defined in these regulations as information that identifies a citizen, the time or location for his use of telecommunication and internet services, or involves privacy of any citizen such as his name, birth date, ID card number, address, telephone number, accounts and passwords. An internet services provider must also keep information collected strictly confidential, and is further prohibited from divulging, tampering or destroying of any such information, or selling or providing such information to other parties. Any violation of the above decision or order may subject the internet service provider to warnings, fines, confiscation of illegal gains, revocation of licenses, cancellation of filings, closedown of websites or even criminal liabilities.

Pursuant to the Ninth Amendment to the PRC Criminal Law issued by the Standing Committee of the PRC National People’s Congress in August 2015, which became effective in November 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, and 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.

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The General Rules of the Civil Law of the PRC adopted by the PRC National People’s Congress on March 15, 2017, effective as of October 1, 2017, also stipulate that: (i) natural persons’ personal information shall be protected by law; (ii) any organizations and individuals who need to obtain personal information of others shall obtain the information according to law and shall ensure the information safety; and (iii) it is not allowed to illegally collect, use, process or transfer the personal information of others. It is illegal to buy and sell, supply or publish the personal information of others.

To further regulate cyber security and privacy protection, the PRC Cyber Security Law of mainland China, which entered into force on June 1, 2017 provides that: (i) to collect and use personal information, network operators shall follow the principles of legitimacy, rightfulness and necessity, disclose their rules of data collection and use, clearly express the purposes, means and scope of collecting and using the information, and obtain the consent of the persons whose data is gathered; (ii) network operators shall neither gather personal information unrelated to the services they provide, nor gather or use personal information in violation of the provisions of laws and administrative regulations or the scopes of consent given by the persons whose data is gathered; and shall dispose of personal information they have saved in accordance with the provisions of laws and administrative regulations and agreements reached with users; (iii) network operators shall not divulge, tamper with or damage the personal information they have collected, and shall not provide the personal information to others without the consent of the persons whose data is collected. However, if the information has been processed and cannot be recovered and thus it is impossible to match such information with specific persons, such circumstance is an exception. According to the PRC Cyber Security Law of mainland China, personal information refers to all kinds of information recorded by electronic or otherwise that can be used to independently identify or be combined with other information to identify natural persons’ personal information including but not limited to: natural persons’ names, dates of birth, ID numbers, biologically identified personal information, addresses and telephone numbers, etc. Any internet information services provider that violates these privacy protection requirements under the PRC Cyber Security Law of mainland China and related laws and regulations may be ordered to turn in illegal gains generated from unlawful operations and pay a fine of no less than one but no more than ten times the illegal gains, and may be ordered to cease the relevant business operations where the circumstances are serious.

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On January 23, 2019, the Office of the Central Cyberspace Affairs CommissionCAC and three other governmental authorities jointly issued the Circular on the Special Campaign of Correcting Unlawful Collection and Usage of Personal Information via Apps. Pursuant to this circular, (i) app operators are prohibited from collecting any personal information irrelevant to the services provided by such operator; (ii) information collection and usage policy should be presented in a simple and clear way, and such policy should be consented by the users voluntarily; and (iii) authorization from users should not be obtained by coercing users with default or bundling clauses or making consent a condition of a service. App operators violating such rules may be ordered by authorities to correct their incompliance within a specified period of time, be reported to the general public, or even be ordered to cease their operation or have their business license or operational permits revoked. In addition, the Provisions on the Cyber Protection of Children’s Personal Information issued by the CAC came into effect on October 1, 2019, which requires, among others, that network operators who collect, store, use, transfer and disclose personal information of children under the age of 14 establish special rules and user agreements for the protection of children’s personal information, inform the children’s guardians in a noticeable and clear manner, and shall obtain the consent of the children’s guardians. Furthermore, the authorities issuing the circular are expectedhas pledged to initiate a campaign to correct unlawful collection and usage of personal information via apps from January 2019 through December 2019.

On November 28, 2019, the Secretary Bureau of the Cyberspace Administration of China together with other three agencies jointly promulgated the Identification Methods of Illegal Collection and Use of Personal Information through Apps, or the Identification Methods, which provides guidance for regulators to identify the illegal collection and use of personal information through mobile apps, and for app operators to operate self-assessment and correction of incompliance. The Identification Methods outline specific practices that may be identified as six circumstances, including but not limited to, collecting or using personal information without the consent of end users, and providing others with personal information without the consent of end users. According to the Identification Methods, nine types of practices may be identified as collecting or using personal information without the consent of end users, including (i) commencing the collection of personal information or opening the authority to collect personal information before obtaining the consent of users, (ii) collecting personal information or opening the authority to collect personal information after receiving the user’s disagreement or asking for the user’s consent frequently while interfering with the normal use of a user, (iii) collecting personal information or opening the authority for collectable personal information beyond the scope of users’ authorization, (iv) obtaining the users’ consent by non-express means, (v) changing the authority status for collection of personal information set by a user without the user’s consent, (vi) utilizing users’ personal information and algorithms to push information from targeted sources, but failing to provide options for non-targeted push information, (vii) misleading users into agreeing to collect personal information or open the authority to collect personal information by fraud, deception or other improper means, (viii) failing to provide users with channels and methods for withdrawing consent to collect personal information, and (ix) collecting and using personal information in violation of its stated collection and use rules; three types of practices may be identified as providing others with personal information without the consent of a user, including: (i) an app directly providing personal information for a third party without the consent of a user and without anonymization, (ii) an app providing a third party with the personal information it has collected after the data is transmitted to the background server of the app without the consent of a user and without anonymization, and (iii) an app that is linked with a third-party application providing personal information to the third-party application without the consent of users.

On May 28, 2020, the PRC National People’s Congress approved the Civil Code of the of mainland China or the Civil Code, which came into effect on January 1, 2021 and repealed the General Rules of the Civil Law. Pursuant to the Civil Code, the personal information of a natural person shall be protected by the laws. Any organization or individual that needs to obtain personal information of others shall obtain such information legally and ensure the safety of such information, and shall not illegally collect, use, process or transmit personal information of others, or illegally purchase or sell, provide or make public personal information of others. Furthermore, information processors shall not divulge or tamper with personal information collected or stored by them; without the consent of a natural person, information processors shall not illegally provide personal information of such person to others, except for information that has been processed so that specific persons cannot be identified and that cannot be restored. In addition, an information processor shall take technical measures and other necessary measures to ensure the security of the personal information that is collected and stored and to prevent the information from being divulged, tampered with or lost; where personal information has been or may be divulged, tampered with or lost, the information processor shall take remedial measures in a timely manner, inform the natural person concerned in accordance with the provisions and report the case to the relevant competent department.

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On March 12, 2021, the CAC and three other authorities jointly issued the Rules on the Scope of Necessary Personal Information for Common Types of Mobile Internet Applications, which became effective on May 1, 2021. The Rules specifies the scope of necessary personal information to be collected each for a variety of common mobile internet applications, such as maps and navigation apps, online ride-hailing apps, instant messaging apps, online community apps. Operators of such apps shall not refuse to provide basic services to users on the ground of users’ refusal to provide their personal non-essential information. On April 26, 2021, the MIIT issued the Interim Administrative Provisions on Personal Information Protection in Internet Mobile Applications (Draft for Comment). The draft of the Interim Administrative Provisions on Personal Information Protection in Internet Mobile Applications sets forth two principles of collection and utilization of personal information, namely “explicit consent” and “minimum necessity.”

And the legislation construction of personal information protection has sped up, on August 20, 2021, the Standing Committee of the National People’s Congress adopted the Personal Information Protection Law which took effect on November 1, 2021. The Personal Information Protection Law requires, among others, that (i) the processing of personal information should have a clear and reasonable purpose which should be directly related to the processing purpose, in a method that has the least impact on personal rights and interests, and (ii) the collection of personal information should be limited to the minimum scope necessary to achieve the processing purpose to avoid the excessive collection of personal information. Different types of personal information and personal information processing will be subject to various rules on consent, transfer, and security. Entities handling personal information shall bear responsibilities for their personal information handling activities, and adopt necessary measures to safeguard the security of the personal information they handle. The entities failing to comply could be ordered to correct, or suspend or terminate the provision of services, and face confiscation of illegal income, fines or other penalties.

As an internet information services provider, ourthe VIE Hexun Huagu is subject to these laws and regulations relating to protection of personal information. Although Hexun Huagu only gains access to anonymous device-level mobile behavioral data that is necessary for, and relevant to, the services provided, and the data we obtain and use may include information that is deemed as “personal information” under the PRC Cyber Security Law of mainland China and related data privacy and protection laws and regulations. Hexun Huagu has adopted a series of measures in order to comply with relevant laws and regulations relating to the protection of personal information. It enters into a service agreement with each app developer that uses our developer services in their mobile apps and displays privacy policies on its official website. The service agreement as well as the privacy policies require each app developer to obtain consent from the end users of its apps in connection with data collection and use pursuant to the PRC Cyber Security Law of mainland China and related laws and regulations. We periodically check the app developers’ own agreements with their end users on a sampling basis, and we remind the app developers to rectify the situation where we find instances of non-compliance with the service agreements with Hexun Huagu. Moreover, once the original mobile behavioral data is collected through developer services, our data processing platform immediately stores, cleanses, structures and encrypts the data, and we then utilize AI and machine learning technologies to conduct modeling exercises and data mining and develop data solutionsSAAS Businesses and targeted marketing that offer industry-specific, actionable insights for customers, in aggregated and anonymized form. In addition, we have adopted rigorous data security measures to prevent our data from unauthorized access or use or being retrieved to establish any connection with the device owners’ identities. While we take all these measures to comply with all applicable data privacy and protection laws and regulations, we cannot guarantee the effectiveness of the measures undertaken by us, app developers and business partners. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Actual or alleged failureOur and the VIE’s business generates and processes a large amount of data, and we and the VIE are required to comply with dataPRC and other applicable laws relating to privacy and protection lawscybersecurity. The improper use or disclosure of data could have a material and regulations could damageadverse effect on our reputation, and discourage currentthe VIE’s business and potential app developers and customers from doing business with us.prospects.

Regulations on Foreign-related Investigation

On October 13, 2004, the National Bureau of Statistics promulgated the Measures on the Administration of Foreign-related Investigations, to regulate and administrate the foreign-related investigations. According to the Measures on the Administration of Foreign-related Investigations, no individual and no organization without a foreign-related investigation license may conduct any foreign-related investigation in any form, and foreign-related investigations include: (i) market and social investigations conducted under the entrustment or financial aid of any foreign organization, individual or the agency in the PRCmainland China of any foreign organization; (ii) market and social investigations conducted in cooperation with any foreign organization, individual or the agency in the PRCmainland China of any foreign organization; (iii) market investigations lawfully conducted by the agency in the PRCmainland China of any foreign organization; and (iv) market and social investigations of which the materials and results are to be provided to any foreign organization, individual or the agency in the PRCmainland China of any foreign organization.

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OurThe VIE, Hexun Huagu provides mobile app data analysis product to both domestic and foreign financial industry clients. Except for the general descriptions of market and social investigation defined in the relevant PRC laws or regulations of mainland China, there is no further clarification or specific guidance on the characteristics and scope of “foreign-related investigations.” Due to the lack of further interpretation of the relevant rules, it is uncertain whether Hexun Huagu is required to obtain a license for our business. To be prudent, ourthe VIE obtained a foreign-related investigation license in April 2022.

Regulations on Anti-Monopoly

The Anti-Monopoly Law took effect on August 1, 2008, and was amended on June 24, 2022. Before the institutional reform plan of the State Council approved by the National People’s Congress on March 2019.17, 2018, or the 2018 Institutional Reform Plan, the NDRC, the State Administration for Industry and Commerce, or the SAIC, and the Ministry of Commerce were the three of mainland China anti-monopoly enforcement authorities and the NDRC and the SAIC, had in recent years strengthened enforcement actions, including levying significant fines, with respect to cartel activity as well as abusive behavior of companies having market dominance. According to the 2018 Institutional Reform Plan, the anti-monopoly functions performed by the NDRC, the SAIC, and the Ministry of Commerce were consolidated into the SAMR, which may place a profound impact on the anti-monopoly law of mainland China enforcement practice. In November, 2021, the National Anti-monopoly Bureau was inaugurated by the State Council, which aims to further implement the fair competition policies, and strengthen anti-monopoly supervision in the mainland China, especially to strengthen oversight and law enforcement in areas involving platform economy, innovation, science and technology, information security and people’s livelihood.

In addition, on February 3, 2011, the General Office of the State Council promulgated a Notice on Establishing the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or Circular 6, which officially established a security review system for mergers and acquisitions of domestic enterprises by foreign investors. Further, on August 25, 2011, Ministry of Commerce promulgated the Regulations on Implementation of Security Review System for the Merger and Acquisition of Domestic Enterprises by Foreign Investors, or the Security Review Regulations, which became effective on September 1, 2011, to implement Circular 6. Under Circular 6, a security review is required for mergers and acquisitions by foreign investors having “national defense and security” concerns and mergers and acquisitions by which foreign investors may acquire the “de facto control” of domestic enterprises with “national security” concerns. Under the Security Review Regulations, Ministry of Commerce will focus on the substance and actual impact of the transaction when deciding whether a specific merger or acquisition is subject to security review. If Ministry of Commerce decides that a specific merger or acquisition is subject to security review, it will submit it to the Inter-Ministerial Panel, an authority established under the Circular 6 led by the NDRC, and Ministry of Commerce under the leadership of the State Council, to carry out the security review. The regulations prohibit foreign investors from bypassing the security review by structuring transactions through trusts, indirect investments, leases, loans, control through contractual arrangements or offshore transactions.

The Anti-Monopoly Law also provides a private right of action for competitors or users to bring anti-monopoly claims against companies. In recent years, an increased number of companies have been exercising their right to seek relief under the Anti-Monopoly Law. As public awareness of the rights under the Anti-Monopoly Law increases, more companies, including our competitors, business partners and customers, may resort to the remedies under the law to improve their competitive position, regardless of the merits of their claims. The Anti-Monopoly Law provides that the State Council anti-monopoly enforcement agency may order the operators to stop the implementation of the concentration, to dispose of shares, assets, and the business within a period of time, or take other necessary measures to restore the state before the concentration, and impose a fine up to 10% of the sales revenue of the previous year, if operators have implemented the concentration and have or may have the effect of excluding or limiting competition. And a fine up to RMB 5,000,000 may be imposed on operators if the concentration does not have the effect of excluding or limiting competition.

On February 7, 2021, the Anti-Monopoly Committee of the State Council promulgated the Anti-monopoly Guidelines for the Platform Economy Sector, or the Anti-monopoly Guideline, aiming to improve anti-monopoly administration on online platforms. The Anti-monopoly Guideline, operating as the compliance guidance under the existing anti-monopoly regulatory regime of mainland China for platform economy operators, specifically prohibits certain acts of the platform economy operators that may have the effect of eliminating or limiting market competition, such as concentration of undertakings.

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On March 24, 2023, the SAMR promulgated four supporting regulations of the Anti-Monopoly Law, including the Review Measures of Concentration of Undertakings, the Provisions on the Prohibition of Monopoly Agreements, the Provisions on the Prohibitions of Acts of Abuse of Dominant Market Positions, and the Provisions on Curbing the Abuse of Administrative Power to Exclude or Restrict Competition, which took effective on April 15, 2023. These regulations have superseded and replaced, respectively, the Interim Review Measures of Concentration of Undertakings promulgated on March 24, 2022, the Interim Provisions on Prohibition of Monopoly Agreements promulgated on March 24, 2022, the Interim Provisions on the Prohibitions of Acts of Abuse of Dominant Market Positions and Interim Provisions on Curbing Abuse of Administrative Power to Exclude or Restrict Competition promulgated on June 26, 2019. These regulations have, among other things, elaborated on the specific requirements under the Anti-Monopoly Law, optimized the regulatory and enforcement procedures and strengthened the legal responsibilities of the relevant parties. Since such provisions are relatively new, uncertainty still remains as to the interpretation and implementation of such laws and regulations.

Regulations on Credit Reporting

In accordance with the Administrative Regulations on Credit Reporting Industry issued by the State Council on January 21, 2013 and entered into force on March 15, 2013, a credit reporting company that engages in individual credit reporting business shall obtain the individual credit reporting business license. Individual credit reporting business refers to activities in which credit information on individuals are collected, sorted, stored, processed and provided to users, and shall be supervised and regulated by the People’s Bank of China and its local resident offices. The Administrative Regulations on Credit Reporting Industry does not contain any explanation to “personal credit information”, but the People’s Bank of China holds in the Provisional Rules on Management of the Individual Credit Information Database that “individual credit information” covers basic individual information, individual information on loans and transactions and any other information that may reflect the individual credit situation. “Basic individual information” refers to such information as the identity information of a natural person, career and habitation address. “Individual information on loans and transactions” refers to the transactional records as provided by commercial banks, which are formed in the credit activities of natural persons such as loans, credit cards, semi credit cards and guaranty. “Any other information that may reflect the individual credit standing” refers to the relevant information that reflects the individual credit information, apart from the information on loans and transactions. On September 27, 2021, the PBOC promulgated the Administrative Measures for Credit Information Services, or the Credit Information Services Measures, which took effect on January 1, 2022. Pursuant to the Credit Information Services Measures, Credit Information Services, shall mean the collection, sorting, retention, and processing of credit information of enterprises and individuals, and the provision of the foregoing information to information users. Credit information, shall mean the basic individual information, lending information and other relevant information used for identification and determination of creditworthiness status of enterprises and individuals, and collected pursuant to the law for the purpose of providing services for financial activities, as well as the analyzed and evaluated information formed based on the foregoing information. Persons engaging in personal credit information services shall obtain the personal credit information organization license issued by the PBOC pursuant to the Credit Information Services Measures.

OurThe VIE Hexun Huagu provides financial risk management solutions to its customers. Due to the lack of further interpretations of the current regulations governing personal credit reporting businesses, the exact definition and scope of “information related to credit standing” and “personal credit reporting business” under the current regulations are unclear, it is uncertain whether financial risk management solutions Hexun Huagu provides would be deemed to engage in personal credit reporting business. Hexun Huagu confirms that it has never provided credit information related to the mobile terminal user, such as credit transaction information, default frequency information, asset information, liability information, etc. to the customer, and as of the date of this annual report, has not been subject to any fines or other penalties under any PRC laws or regulations of mainland China related to personal credit reporting business. However, given the evolving regulatory environment of the personal credit reporting industry, we cannot assure you that Hexun Huagu will not be required in the future by the relevant governmental authorities to obtain approval or license for personal credit reporting business in order to continue offering its financial risk management solutions.

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Regulations on Intellectual Property Rights

Software Registration

The State Council and National Copyright Administration, or the NCA, have promulgated various rules and regulations and rules relating to protection of software in mainland China, including the Regulations on Protection of Computer Software promulgated by State Council on January 30, 2013 and effective since March 1, 2013, and the Measures for Registration of Copyright of Computer Software promulgated by NCA on February 20, 2002 and effective since the same date. According to these rules and regulations, software owners, licensees and transferees may register their rights in software with the NCA or its local branches and obtain software copyright registration certificates. Although such registration is not mandatory under PRC law,the laws of mainland China, software owners, licensees and transferees are encouraged to go through the registration process and registered software rights may be entitled to better protections. As of December 31, 2018,2022, we have registered copyrights to 51160 software programs in mainland China.

Artwork Copyrights

The Copyright Law of mainland China, adopted in 1990 and revised in 2001, 2010 and 2020 respectively, or the Copyright Law, and its implementing regulations adopted in 2002 and amended in 2011 and 2013, also provide that Chinese citizens, legal persons, or other organizations will, whether published or not, enjoy copyright in their works, which include music works. Copyright will generally be conferred upon the authors, or in case of works made for hire, upon the employer of the author. Copyright holders enjoy personal and economic rights. The personal rights of a copyright holder include rights to publish works, right to be named as the author of works, right to amend the works and right to keep the works intact; while economic rights of a copyright holder include, but not limited to, reproduction right, distribution right, performance right, information network dissemination right, etc. In accordance with the Provisional Measures on Voluntary Registration of Works which came into effect on January 1, 1995, a piece of work may be voluntarily registered with the provincial counterpart of the National Copyright Administration. The registration certificate issued by the authority will serve as a preliminary evidence of ownership when copyrights disputes arise from the underlying works. As of December 31, 2018,2022, we have registered 34 artwork copyrights.

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Domain Name

In September 2002, China Internet Network Information Center, or the CNNIC issued the Implementing Rules for Domain Name Registration setting forth detailed rules for registration of domain names, which were amended on May 29, 2012. On November 5, 2004, the MIIT promulgated the Measures for Administration of Domain Names for the Chinese Internet, or the Domain Name Measures. The Domain Name Measures regulate the registration of domain names, such as the top level domain name “.cn.” On August 24, 2017, MIIT promulgated Administrative Measures for Internet Domain Names, repealing the Domain Name Measures sincewhich became effective as of November 1, 2017.2017 and replaced the Measures on Administration of Domain Names for the Chinese Internet issued by the MIIT on November 5, 2004, which adopt “first to file” rule to allocate domain names to applicants, and provide that the MIIT shall supervise the domain names services nationwide and publicize mainland China’s domain name system. The efforts to undertake internet domain name services as well as the operation, maintenance, supervision and administration thereof and other relevant activities within the territory of the PRCof mainland China shall thereafter be made in compliance with Administrative Measures for Internet Domain Names. In accordance with the Measures on the Regulation of Domain Name Disputes promulgated byOn May 28, 2012, the CNNIC issued a circular, which became effectivewas amended on September 1, 2014, domain name dispute can be resolved byJune 18, 2019, to authorize a domain name dispute resolution institution recognizedacknowledged by the CNNIC.CNNIC to decide relevant disputes. On January 1, 2018, the Circular of the Ministry of Industry and Information Technology on Regulating the Use of Domain Names in Providing Internet-based Information Services issued by the MIIT became effective, which stipulated that an internet access service provider shall, pursuant to requirements stated in the Anti-Terrorism Law of mainland China and the Cybersecurity Law of mainland China, verify the identities of internet-based information service providers, and the internet access service providers shall not provide access services for those who fail to provide their real identity information. As of December 31, 2018,2022, we have registered 16162 domain names, 1085 of which are Chinese top level domain names.

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Trademark

The PRC Trademark Law, adopted in 1982 and latest amended in 1993, 2001 and 2013,2019, with its implementation rules adopted in 2002 and amended in 2014, protects registered trademarks. The Trademark Office of the National Intellectual Property Administration handles trademark registrations and grants a protection term of ten years to registered trademarks. Trademark license agreements must be filed with the Trademark Office for record. As of December 31, 2018,2022, we have registered 7143 trademarks and had filed 3327 trademark applications in mainland China.

Patent

The Standing Committee of the National People’s Congress adopted the PRC Patent Law in 1984 and amended it in 1992, 2000, 2008 and 2008,2020, respectively. AIn addition, the State Council promulgated the Implementing Rules of the Patent Law in 2001, as amended in 2002 and 2010 respectively, pursuant to which a patentable invention, utility model or design must meet three conditions: novelty, inventiveness and practical applicability. Patents cannot be granted for scientific discoveries, rules and methods for intellectual activities, methods used to diagnose or treat diseases, animal and plant breeds or substances obtained by means of nuclear transformation. The Patent Office under the National Intellectual Property Administration is responsible for receiving, examining and approving patent applications. A patent is valid for a twenty-year term for an invention and a ten-year term for a utility model or design, starting from the application date. Except under certain specific circumstances provided by law, any third partythird-party user must obtain consent or a proper license from the patent owner to use the patent, or else the use will constitute an infringement of the rights of the patent holder. As of December 31, 2018,2022, we have registered 35 patents and are in the process of applying for 4360 patents in mainland China.

Regulations on Internet Infringement

On December 26, 2009,Pursuant to the Standing Committee of National People’s Congress promulgated the PRC Tort Law, which became effective on July 1, 2010. Under the PRC Tort Law,Civil Code, an internet user or an internet service provider that infringes upon the civil rights or interests of others through using the internet assumes tort liability. If an internet user infringes upon the civil rights or interests of another through using the internet, the person being infringed upon has the right to notify and request the internet service provider whose internet services are facilitating the infringement to take necessary measures including the deletion, blocking or disconnection of an internet link. If, after being notified,The notice shall include the preliminary evidence for the infringement and the true identity information of the right holder. Where an internet service provider knows or should have known that an internet user is infringing upon another person’s civil rights and interests through its internet service but fails to take necessary measures in a timely manner to endaction, it shall assume joint and several liability with the infringement, it will be jointly and severally liable for any additional harm caused by its failure to act.internet user. According to the PRC Tort Law,Civil Code, civil rights and interests include the personal rights and rights of property, such as the right to life, right to health, right to name, right to reputation, right to honor, right of portraiture, right of privacy, right of marital autonomy, right of guardianship, right to ownership, right to usufruct, right to security interests, copyright, patent right, exclusive right to use trademarks, right to discovery, right to equity interests and right of heritage, among others.

Regulations on Foreign Currency Exchange

Foreign Currency Exchange

Pursuant to the Foreign Currency Administration Rules, as amended, and various regulations issued by SAFE and other relevant PRC government authorities, Renminbi is freely convertible to the extent of current account items, such as trade related receipts and payments, interest and dividends. Capital account items, such as direct equity investments, loans and repatriation of investment, unless expressly exempted by laws and regulations, still require prior approval from SAFE or its provincial branch for conversion of Renminbi into a foreign currency, such as U.S. dollars, and remittance of the foreign currency outside of the PRC.mainland China. After a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or SAFE Notice 13, became effective on June 1, 2015, instead of applying for approvals regarding foreign exchange registrations of foreign direct investment and overseas direct investment from SAFE, entities and individuals will be required to apply for such foreign exchange registrations from qualified banks. The qualified banks, under the supervision of SAFE, directly examine the applications and conduct the registration.

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Payments for transactions that take place within the PRCmainland China must be made in Renminbi. Foreign currency revenues received by PRC companies in mainland China may be repatriated into China or retained outside of China in accordance with requirements and terms specified by SAFE.

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Foreign Exchange Registration of Offshore Investment by PRCmainland China Residents

Pursuant to SAFE’s Notice on Relevant Issues Concerning Foreign Exchange Administration for PRCmainland China Residents to Engage in Financing and Inbound Investment via Overseas Special Purpose Vehicles, or SAFE Circular 75, which became effective on November 1, 2005, PRCmainland China residents, including PRCmainland China resident natural persons or PRC companies in mainland China, must register with local branches of SAFE in connection with their direct or indirect offshore investment in an overseas special purpose vehicle, or SPV, for the purposes of overseas equity financing activities, and to update such registration in the event of any significant changes with respect to that offshore company. 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, on July 4, 2014, which replaced SAFE Circular 75. SAFE Circular 37 requires PRCmainland China residents to register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such PRCmainland China residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests, referred to in SAFE Circular 37 as a “special purpose vehicle.” The term “control” under SAFE Circular 37 is broadly defined as the operation rights, beneficiary rights or decision-making rights acquired by the PRCmainland China residents in the offshore special purpose vehicles or PRC companies in mainland China by such means as acquisition, trust, proxy, voting rights, repurchase, convertible bonds or other arrangements. SAFE Circular 37 further requires amendment to the registration in the event of any changes with respect to the basic information of the special purpose vehicle, such as changes in a PRCmainland China resident individual shareholder, name or operation period; or any significant changes with respect to the special purpose vehicle, such as an increase or decrease of capital contributed by PRCmainland China individuals, a share transfer or exchange, merger, division or other material event. If the shareholders of the offshore holding company who are PRCmainland China residents do not complete their registration with the local SAFE branches, the PRCmainland China subsidiaries may be prohibited from distributing their profits and proceeds from any reduction in capital, share transfer or liquidation to the offshore company, and the offshore company may be restricted in its ability to contribute additional capital to its PRCmainland China subsidiaries. Moreover, failure to comply with the SAFE registration and amendment requirements described above could result in liability under PRC lawthe laws of mainland China for evasion of applicable foreign exchange restrictions. We have notified holders of common shares of our company whom we know are PRCmainland China residents to register with the local SAFE branch and update their registrations as required under the SAFE regulations described above. After SAFE Notice 13 became effective on June 1, 2015, entities and individuals are required to apply for foreign exchange registration of foreign direct investment and overseas direct investment, including those required under SAFE Circular 37, with qualified banks, instead of SAFE. The qualified banks, under the supervision of SAFE, directly examine the applications and conduct the registration. We are aware that Mr. Weidong Luo, Mr. Xiaodao Wang and Mr. Jiawen Fang, our shareholdersshareholder who are PRC residents,is a mainland China resident, have registered with the relevant local SAFE branch.We, however, cannot provide any assurances that all of our shareholders who are PRCmainland China residents will file all applicable registrations or update previously filed registrations as required by these SAFE regulations. The failure or inability of our PRCmainland China resident shareholders to comply with the registration procedures may subject the PRCmainland China resident shareholders to fines and legal sanctions, restrict our cross-border investment activities, or limit our PRCmainland China subsidiaries’ ability to distribute dividends to or obtain foreign exchange-dominated loans from our company.

Stock Option Rules

The Administration Measures on Individual Foreign Exchange Control were promulgated by the People’s Bank of China on December 25, 2006, and their Implementation Rules, issued by the SAFE on January 5, 2007, became effective on February 1, 2007.2007 and was amended on May 29, 2016. Under these regulations, all foreign exchange matters involved in employee stock ownership plans and stock option plans participated in by onshore individuals, among others, require approval from the SAFE or its authorized branch. Furthermore, the Notices on Issues concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plans of Overseas Publicly-Listed Companies, or the Stock Option Rules, were promulgated by SAFE on February 15, 2012, that replaced the Application Procedures of Foreign Exchange Administration for Domestic Individuals Participating in Employee Stock Ownership Plans or Stock Option Plans of Overseas Publicly-Listed Companies issued by SAFE on March 28, 2007. Pursuant to the Stock Option Rules, PRCmainland China residents who are granted shares or stock options by companies listed on overseas stock exchanges based on the stock incentive plans are required to register with SAFE or its local branches, and PRCmainland China residents participating in the stock incentive plans of overseas listed companies shall retain a qualified PRCmainland China agent, which could be a PRCmainland China subsidiary of such overseas publicly-listed company or another qualified institution selected by such PRCmainland China subsidiary, to conduct the SAFE registration and other procedures with respect to the stock incentive plans on behalf of these participants. Such participants must also retain an overseas entrusted institution to handle matters in connection with their exercise of stock options, purchase and sale of corresponding stocks or interests, and fund transfer. In addition, the PRCmainland China agents are required to amend the SAFE registration with respect to the stock incentive plan if there is any material change to the stock incentive plan, the PRCmainland China agents or the overseas entrusted institution or other material changes. The PRCmainland China agents shall, on behalf of the PRCmainland China residents who have the right to exercise the employee share options, apply to SAFE or its local branches for an annual quota for the payment of foreign currencies in connection with the PRCmainland China residents’ exercise of the employee share options. The foreign exchange proceeds received by the PRCmainland China residents from the sale of shares under the stock incentive plans granted and dividends distributed by the overseas listed companies must be remitted into the bank accounts in the PRCmainland China opened by the PRCmainland China agents before distribution to such PRCmainland China residents. In addition, the PRCmainland China agents shall file each quarter the form for record-filing of information of the Domestic Individuals Participating in the Stock Incentive Plans of Overseas Listed Companies with SAFE or its local branches.

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We and our PRCmainland China citizen employees who have been granted share options, or PRCmainland China optionees, are subject to the Stock Option Rules as our company has become an overseas listed company. If we or our PRC optionees in mainland China fail to comply with the Individual Foreign Exchange Rule and the Stock Option Rules, we and/or our PRCmainland China optionees may be subject to fines and other legal sanctions. See “Item 3. Key Information—D. Risk Factors—Risks Relating 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.”

In addition, the State Administration for Taxation has issued circulars concerning employee share options, under which our employees working in the PRCmainland China who exercise share options will be subject to PRCmainland China’s individual income tax. Our PRCmainland China subsidiary and VIE have obligations to file documents related to employee share options 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 if we fail to withhold their income taxes as required by relevant laws and regulations, we may face sanctions imposed by the PRCmainland China’s tax authorities or other PRC government authorities.

Regulations on Tax

PRCMainland China Enterprise Income Tax

The PRCmainland China enterprise income tax is calculated based on the taxable income determined under the applicablemainland China Enterprise Income Tax Law, or the EIT Law, and its implementation rules. On March 16, 2007, the National People’s Congress of China enacted the mainland China Enterprise Income Tax Law, or the EIT Law, which became effective on January 1, 2008 and was amended in 2017 and 2018. On December 6, 2007, the State Council promulgated the implementation rules to the EIT Law, which also became effective on January 1, 2008.2008 and was amended in 2019. The EIT Law imposes a uniform enterprise income tax rate of 25% on all resident enterprises in mainland China, including foreign-invested enterprises and domestic enterprises, unless they qualify for certain exceptions, and terminates most of the tax exemptions, reductions and preferential treatment available under the previous tax laws and regulations. According to the EIT Law and relevant regulations, subject to the approval of competent tax authorities, the income tax of an enterprise that has been determined to be a high and new technology enterprise shall be reduced to a preferential rate of 15%. According to the Administrative Measures for the Recognition of High and New Technology Enterprises, effective on January 1, 2008 and amended on January 29, 2016, for each entity accredited as high and new technology enterprise, or the HNTE, its HNTE status is valid for three years if it meets the qualifications for HNTE on a continuing basis during such period.

Moreover, under the EIT Law, enterprises organized under the laws of jurisdictions outside China with their “de facto management bodies” located within mainland China may be considered PRCmainland China resident enterprises and are therefore subject to PRCmainland China’s enterprise income tax at the rate of 25% on their worldwide income. Though the implementation rules of the EIT Law define “de facto management bodies” as “establishments that carry out substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc. of an enterprise,” the only detailed guidance currently available for the definition of “de facto management body” as well as the determination of offshore incorporated PRCmainland China’s tax resident status and its administration are set forth in the Circular Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as PRCMainland China Tax Resident Enterprise on the Basis of De Facto Management Bodies, or Circular 82, and the Administrative Measures for Enterprise Income Tax of Chinese-Controlled Offshore Incorporated Resident Enterprises (Trial), or SAT Bulletin 45, both issued by the SAT, which provide guidance on the administration as well as determination of the tax residency status of a Chinese-controlled offshore-incorporated enterprise, defined as an enterprise that is incorporated under the law of a foreign country or territory and that has a PRC company in mainland China or PRC corporate group in mainland China as its primary controlling shareholder.

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According to Circular 82, a Chinese-controlled offshore-incorporated enterprise will be regarded as a PRCmainland China tax resident by virtue of having its “de facto management body” in mainland China and will be subject to PRCmainland China’s enterprise income tax on its global income only if all of the following conditions set forth in Circular 82 are met:

the primary location of the day-to-day operational management and the places where they perform their duties are in the PRC;

the primary location of the day-to-day operational management and the places where they perform their duties are in the mainland China;

decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval of organizations or personnel in the PRC;mainland China;

the enterprise’s primary assets, accounting books and records, company seals and board and shareholder resolutions are located or maintained in the PRC;mainland China; and

50% or more of voting board members or senior executives habitually reside in the PRC.mainland China.

In addition, SAT Bulletin 45 provides clarification on the resident status determination, post-determination administration, and competent tax authorities. It also specifies that when provided with a copy of a PRCmainland China resident determination certificate from a resident Chinese-controlled offshore-incorporated enterprise, the payer should not withhold 10% income tax when paying certain PRC-sourcedmainland China-sourced income such as dividends, interest and royalties to the Chinese-controlled offshore-incorporated enterprise.

In the event that we are considered a PRCmainland China resident enterprise, we would be subject to the PRCmainland China’s enterprise income tax at the rate of 25% on our worldwide income.

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In addition, although the EIT Law provides that dividend income between “qualified resident enterprises” is exempted income, and the implementation rules refer to “qualified resident enterprises” as enterprises with “direct equity interest,” it is unclear whether dividends we receive from our PRCmainland China subsidiary are eligible for exemption.

On February 3, 2015, the SAT issued the Announcement of the State Administration of Taxation on Several Issues Concerning the Enterprise Income Tax on Indirect Property Transfer by Non-Resident Enterprises, or SAT Bulletin 7. SAT Bulletin 7 extends the PRC’smainland China’s tax jurisdiction to transactions involving the transfer of taxable assets through offshore transfer of a foreign intermediate holding company. In addition, SAT Bulletin 7 has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. SAT Bulletin 7 also brings challenges to both foreign transferor and transferee (or other person who is obligated to pay for the transfer) of taxable assets as they have to make self-assessment on whether the transaction should be subject to PRCmainland China’s tax and to file or withhold the PRCmainland China’s tax accordingly.

On October 17, 2017, the SAT issued the Announcement of the State Administration of Taxation on Matters Concerning Withholding of Income Tax of Non-resident Enterprises at Source, or SAT Bulletin 37, which came into effect on December 1, 2017. According to SAT Bulletin 37, the income from property transfer obtained by a non-resident enterprise, as stipulated in the second item under Article 19 of the EIT Law, shall include the income derived from transferring equity investment assets as stock equity. The withholding agent shall, within seven days of the day on which the withholding obligation occurs, declare and remit the withholding tax to the competent tax authority at its locality.

Where non-resident investors were involved in our private equity financing, if such transactions were determined by the tax authorities to lack reasonable commercial purpose, we and our non-resident investors may become at risk of being required to file a return and taxed under SAT Bulletin 37 and/or SAT Bulletin 7 and we may be required to expend valuable resources to comply with SAT Bulletin 37 and/or SAT Bulletin 7 or to establish that we should not be held liable for any obligations under SAT Bulletin 37 and/or SAT Bulletin 7. See “Item 3. Key Information—D. Risk Factors—Risks RelatingRelated to Doing Business in China—We face uncertainty with respect to indirect transfertransfers of equity interests in PRCmainland China resident enterprises by their non-PRCnon-mainland China holding companies.”

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VAT

Pursuant to the Provisional Regulations on Value-added Tax, which was promulgated by the State Council on December 13, 1993, as amended and the Implementing Rules of the Provisional Regulations on Value-added Tax, which was promulgated by the Ministry of Finance on December 18,15, 2008, as amended, all individuals and entities selling goods, providing labor services of processing or repairing, selling services, intangible assets or real property within, or importing goods into, the PRCmainland China must pay value-added tax.

On January 1, 2012, the Ministry of Finance and SAT implemented a pilot VAT reform program, or Pilot Program, applicable to businesses in selected industries. Businesses in the Pilot Program would pay VAT instead of business tax. The Pilot Industries in Shanghai included industries involving the leasing of tangible movable property, transportation services, research and development and technical services, information technology services, cultural and creative services, logistics and ancillary services and certification and consulting services. Revenues generated by advertising services, a type of “cultural and creative services,” are subject to the VAT tax rate of 6%. According to official announcements made by competent authorities in Guangdong province, Guangdong province launched the same Pilot Program on November 1, 2012. On May 24, 2013, the Ministry of Finance and the State Administration of Taxation, or SAT, issued the Circular on Tax Policies in the Nationwide Pilot Collection of Value Added Tax in Lieulieu of Business Tax in the Transportation Industry and Certain Modern Services Industries, or the Pilot Collection Circular. On August 1, 2013, the Pilot Program was implemented throughout China. On December 12, 2013, the Ministry of Finance and the SAT issued the Circular on the Inclusion of the Railway Transport Industry and Postal Service Industry in the Pilot Collection of Value-addedValue-Added Tax in Lieu of Business Tax, or the 2013 VAT Circular. Among other things, the 2013 VAT Circular abolished the Pilot Collection Circular, and refined the policies for the Pilot Program. On April 29, 2014, the Ministry of Finance and the SAT issued the Circular on the Inclusion of Telecommunications Industry in the Pilot Collection of Value-addedValue-Added Tax in Lieu of Business Tax, or the 2014 VAT Circular. On March 23, 2016, the Ministry of Finance and the SAT issued the Circular on Comprehensively Promoting the Pilot Program of the Collection of Value-addedValue-Added Tax in Lieu of Business Tax, pursuant to which the 2013 VAT Circular and the 2014 VAT Circular shall be repealed accordingly unless otherwise specified. Effective from May 1, 2016, the PRCmainland China’s tax authorities collect VAT in lieu of business tax on a trial basis, and in industries such as construction industries, real estate industries, financial industries, and living service industries.

On November 19, 2017, the State Council promulgated the Decision of the State Council on Abolishing the Interim Regulations of the People’s Republic ofmainland China on Business Tax and Amending the Interim Value-Added Tax Regulations of the People’s Republic ofmainland China, deciding to abolish the Interim Regulations of the People’s Republic of ChinaPRC on Business Tax. Since then, business tax has been comprehensively canceled.cancelled. We currently pay the VAT instead of business taxes for our revenue derived from the provision of some modern services.

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Dividends Withholding Tax

Pursuant to the EIT Law and its implementation rules, dividends from income generated from the business of a PRCmainland China subsidiary after January 1, 2008 and distributed to its foreign investor are subject to withholding tax at a rate of 10% if the PRCmainland China’s tax authorities determine that the foreign investor is a non-resident enterprise, unless there is a tax treaty with China that provides for a preferential withholding tax rate. Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, the withholding tax rate in respect to the payment of dividends by a PRCmainland China enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10% if the Hong Kong enterprise directly holds at least 25% of the PRCmainland China enterprise. Pursuant to the Notice on the Issues concerning the Application of the Dividend Clauses of Tax Agreements issued by the SAT on February 20, 2009, or SAT Circular 81, a Hong Kong resident enterprise must meet the following conditions, among others, in order to apply the reduced withholding tax rate: (i) it must be a company; (ii) it must directly own the required percentage of equity interests and voting rights in the PRCmainland China resident enterprise; and (iii) it must have directly owned such required percentage in the PRCmainland China resident enterprise throughout the 12 months prior to receiving the dividends. However, according to SAT Circular 81, if the relevant tax authorities consider the transactions or arrangements we have are for the primary purpose of enjoying a favorablefavourable tax treatment, the relevant tax authorities may adjust the favorablefavourable withholding tax in the future.

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As uncertainties remain regarding the interpretation and implementation of the EIT Law and its implementation rules, we cannot assure you that, if we are deemed a PRCmainland China resident enterprise, any dividends to be distributed by us to our non-PRCnon-domestic shareholders and ADS holders would not be subject to any PRCmainland China’s withholding tax. See “Item 3. Key Information—D. Risk Factors—Risks RelatingRelated to Doing Business in China—If we are classified as a PRCmainland China resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRCnon-mainland-China shareholders or ADS holders.”

Regulations on Dividend Distribution

Wholly foreign-owned enterprises and Sino-foreign equity joint venturesCompanies in the PRCmainland China may pay dividends only out of their accumulated profits, if any, as determined in accordance with PRCmainland China’s accounting standards and regulations. Additionally, these foreign-invested enterprisescompanies may not pay dividends unless they set aside at least 10% of their respective accumulated profits after tax each year, if any, to fund certain reserve funds, until such time as the accumulative amount of such fund reaches 50% of the enterprise’s registered capital. In addition, these companies also may allocate a portion of their after-tax profits based on PRCmainland China’s accounting standards to employee welfare and bonus funds at their discretion. These reserves are not distributable as cash dividends.

Labor Laws and Social Insurance

The principle laws that govern employment include:

PRC Labor Law, promulgated by the Standing Committee of the National People’s Congress on July 5, 1994, effective since January 1, 1995 and most recently amended on December 29, 2018;

PRC Labor Contract Law, promulgated by the Standing Committee of the National People’s Congress on June 29, 2007 and effective since January 1, 2008 and amended on December 28, 2012;

Implementation Rules of the PRC Labor Contract Law, promulgated by the State Council on September 18, 2008 and effective since September 18, 2008;

Work-related Injury Insurance Regulations, promulgated by the State Council on April 27, 2003 and effective since January 1, 2004 and amended on December 20, 2010;

Interim Provisions on Registration of Social Insurance, promulgated by the Ministry of Human Resources and Social Security (formerly the Ministry of Labor and Social Security) on March 19, 1999 and effective since March 19, 1999;

Interim Regulations on the Collection and Payment of Social Insurance Fees, promulgated by the State Council on January 22, 1999 and effective since January 22, 1999;1999 and amended on March 24, 2019;

PRC Social Insurance Law promulgated by the National People’s Congress on October 28, 2010, effective since July 1, 2011 and subsequently amended on December 29, 2018.2018; and

Regulation on the Administration of Housing Fund promulgated by the State Council on April 3, 1999 and amended in 2002 and 2019 respectively.

According to the PRC Labor Law and PRC Labor Contract Law, employers must execute written labor contracts with full-time employees. All employers must compensate their employees with wages equal to at least the local minimum wage standards. All employers are required to establish a system for labor safety and workplace sanitation, strictly comply with state rules and standards and provide employees with workplace safety training. Violations of the PRC Labor Contract Law and the PRC Labor Law may result in the imposition of fines and other administrative penalties. For serious violations, criminal liability may arise.

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In addition, pursuant to the PRC Social Insurance Law, employers in mainland China are required to provide employees with welfare schemes covering pension insurance, unemployment insurance, maternity insurance, work-related injury insurance, medical insurance and housing funds. According to the Regulation on the Administration of Housing Fund, employers are required to register at the designated administrative centers, open bank accounts for depositing employees’ housing fund and make housing fund contributions for employees in the mainland China.

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Our WFOE and VIE Hexun Huagu have not fully contributed to the social insurance plan and the housing fund plan as required by applicable PRC regulations.regulations of mainland China. We have recorded accruals for estimated underpaid amounts in our consolidated financial statements.

C.

Organizational Structure

The following chart illustrates our corporate structure, including our significant subsidiaries and consolidated variable interest entity as of the date of this annual report on Form 20-F:

 

LOGO

 

Notes:Note:

(1)

Mr. Weidong Luo, our founder, chairman of our board of directors, chief executive officer and a principal beneficial owner of the shares of our company, holds 80% equity interests in the VIE. Mr. Guangyan Chen, our VIE. Messrs. Xiaodao Wang and Jiawen Fang are both beneficial owners of the shares of our company and they each hold 10%general manager, holds 20% equity interests in ourthe VIE.

We, through our WFOE, had previously entered into a series of contractual arrangements with the VIE and then nominee shareholders of the VIE. On July 26, 2022, certain then shareholders of the VIE, Mr. Xiaodao Wang and Mr. Jiawen Fang, transferred their entire equity interests in the VIE to Mr. Guangyan Chen. We entered into a termination agreement of contractual agreements with the VIE and the then nominee shareholders of the VIE to terminate the previous contractual arrangements, and concurrently signed a series of new contractual arrangements with the VIE and its current nominee shareholders.

Because of these contractual arrangements, we are considered the primary beneficiary of the VIE and hence consolidate its financial results with ours under U.S. GAAP for accounting purposes. In 2020, 2021 and 2022, we derived 97.7%, 95.0% and 96.7% of our external revenues from the VIE, respectively.

The previous contractual agreements include exclusive option agreements, exclusive business cooperation agreement, financial support agreement, shareholder voting proxy agreement, power of attorney and equity interest pledge agreements. Pursuant to the exclusive option agreements, each then shareholder of the VIE has irrevocably granted our WFOE an exclusive option to purchase all or part of his equity interests in the VIE, and the VIE has irrevocably granted our WFOE an exclusive option to purchase all or part of its assets. Pursuant to the exclusive business cooperation agreement, our WFOE has the exclusive right to provide the VIE comprehensive business support, technical services, consulting services and other services. Pursuant to the financial support agreement, we undertake to provide unlimited financial support to the VIE to the extent permissible under the applicable laws and regulations of mainland China, whether or not any operational loss is actually incurred by the VIE. Each of the then shareholders of the VIE has also executed a shareholder voting proxy agreement and a power of attorney to irrevocably authorize our company to act as his attorney-in-fact to exercise all of his rights as a shareholder of the VIE. Pursuant to the equity interest pledge agreements, the then shareholders of the VIE have pledged 100% equity interests in the VIE to our WFOE to guarantee performance by the then shareholders of their obligations under the exclusive option agreements, the shareholder voting proxy agreement and the financial support agreement, as well as the performance by the VIE of its obligations under the exclusive business cooperation agreement and the exclusive option agreements.

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The following is a summary of the currently effective contractual arrangements relating to Hexun Huagu, ourthe VIE.

Agreements that provideenable us with effective control over ourto direct the activities of the VIE

Powers of Attorney.Shareholder Voting Proxy Agreement. Pursuant to the powers of attorney,shareholder voting proxy agreement, dated August 5, 2014,July 26, 2022, by and among our company, our WFOE and each of the current shareholders of ourthe VIE, each of the current shareholders of the VIE irrevocably authorizes our WFOEcompany to act as his attorney-in-fact to exercise all of his rights as a shareholder of ourthe VIE including, but not limited to,that are substantially the right to convene and attend shareholders’ meetings, vote onsame as those described above. The shareholder voting proxy agreement will remain effective until the shareholders no longer hold any resolution that requires a shareholder vote, such asequity interests in the appointment and removal of directors, supervisors and officers, as well asVIE, unless terminated in accordance with the sale, transfer and disposal of all or partprovisions of the equity interests ownedagreement or terminated in writing by such shareholder in our VIE.company.

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Equity Interest Pledge Agreements.Agreements. Pursuant to the equity interest pledge agreements, dated April 20, 2018,July 26, 2022, among our WFOE, ourthe VIE and each of the current shareholders of ourthe VIE, the current shareholders of ourthe VIE have pledged 100% equity interests in ourthe VIE to our WFOE to guarantee performance by the shareholders of their obligations under the exclusive option agreements, the shareholder voting proxy agreement and the financial support agreement, as well asand the performance by ourthe VIE of its obligations under the exclusive business cooperation agreement and the exclusive option agreements. In the event of a breach by ourthe VIE or any of its shareholder of contractual obligations under the equity interest pledge agreements, our WFOE, as pledgee, will have the right to dispose of the pledged equity interests in ourthe VIE and will have priority in receiving the proceeds from such disposal. The current shareholders of ourthe VIE also undertake that, without the prior written consent of our WFOE, they will not dispose of, create or allow any encumbrance on the pledged equity interests. ourThe VIE undertakes that, without the prior written consent of our WFOE, they will not assist or allow any encumbrance to be created on the pledged equity interests.

Agreement that allows us to receive economic benefits from ourthe VIE

Exclusive Business Cooperation Agreement.Agreement. Under the exclusive business cooperation agreement between our WFOE and ourthe VIE, dated August 5, 2014,July 26, 2022, our WFOE has the exclusive right to provide to ourthe VIE comprehensive business support, technical services, consulting services and other services. Without our WFOE’s prior written consent, ourthe VIE may not accept any services subject to this agreement from any third party. Our WFOE has the exclusive ownership of intellectual property rights created as a result of the performance of this agreement. OurThe VIE agrees to pay our WFOE an annual service fee at an amount equivalent to a certain percentage of ourthe VIE’s audited total operating income for the relevant year. This agreement will remain effective for an indefinite term, unless terminated in accordance with the provisions of this agreement or terminated in writing by our WFOE.

Agreements that provide us with the option to purchase the equity interests in and assets of ourthe VIE

Exclusive Option Agreements.Agreements. Pursuant to the exclusive option agreement, dated April 20, 2018,July 26, 2022, among our WFOE, ourthe VIE and each current shareholder of ourthe VIE, each current shareholder of ourthe VIE has irrevocably granted our WFOE an exclusive option to purchase all or part of his equity interests in ourthe VIE, and ourthe VIE has irrevocably granted our WFOE an exclusive option to purchase all or part of its assets. Our WFOE or its designated person may exercise such options for the higher of RMB10 or the lowest price permitted under applicable PRC law.laws of mainland China. Each current shareholder of ourthe VIE undertakes that, without our WFOE’s prior written consent, he will not, among other things, (i) create any pledge or encumbrance on their equity interests in ourthe VIE, (ii) transfer or otherwise dispose of their equity interests in ourthe VIE, (iii) change ourthe VIE’s registered capital, (iv) amend ourthe VIE’s articles of association, (v) dispose of ourthe VIE’s material assets (except in the ordinary course of business), or (vi) merge ourthe VIE with any other entity. In addition, ourthe VIE undertakes that, without our WFOE’s prior written consent, it will not, among other things, create any pledge or encumbrance on any of its assets, or transfer or otherwise dispose of its material assets (except in the ordinary course of business). The exclusive option agreements will remain effective until the entire equity interests in and all the assets of ourthe VIE have been transferred to our WFOE or its designated person.

In March 2018, we entered into the following agreements:

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Financial Support Agreement.Agreement. Pursuant to the financial support agreement, dated March 28, 2018,July 26, 2022, by and among our company, our WFOE and the current shareholders of ourthe VIE, we undertakesundertake to provide unlimited financial support to ourthe VIE to the extent permissible under the applicable PRC laws and regulations of mainland China, whether or not any operational loss is actually incurred by ourthe VIE. We will not request repayment of the loans or borrowings if ourthe VIE or its shareholders do not have sufficient funds or are unable to repay the loans.

Shareholder Voting Proxy Agreement. Pursuant to the shareholder voting proxy agreement, dated March 28, 2018, by and among our company, our WFOE and each of the shareholders of our VIE, the powers of attorney described above were terminated and each of the shareholders of our VIE irrevocably authorizes our company to act as his attorney-in-fact to exercise all of his rights as a shareholder of our VIE that are substantially the same as those described above. The shareholder voting proxy agreement will remain effective until the shareholders no longer hold any equity interests in our VIE, unless terminated in accordance with the provisions of the agreement or terminated in writing by our company.

In the opinion of Han Kun Law Offices, our PRC legal counsel:

the ownership structures of ourthe VIE in mainland China and our WFOE are not in violation of applicable PRC laws and regulations of mainland China currently in effect; and

the contractual arrangements between our company, our WFOE, ourthe VIE and its shareholders governed by PRC laws and regulations of mainland China are valid, binding and enforceable, and will not result in any violation of applicable PRC laws and regulations.regulations of mainland China.

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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.rules of mainland China. 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 of mainland China relating to variable interest entity structures will be adopted or if adopted, what they would provide. If we or ourthe VIE are found to be in violation of any existing or future PRC laws or regulations of mainland China, 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. See Item“Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—If the PRC government finds that the agreements that establish the structure for operating some of our or the VIE’s business operations in mainland China do not comply with PRC regulations of mainland China 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 interest in those operations” and Item“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 mainland China could adversely affect us.”

D.

Property, Plant and Equipment

Our headquarters is located in Shenzhen, China where we lease and occupy our office space with an aggregate floor area of approximately 11,5293,075.1 square meters. A substantial majority of our employees are based at our headquarters in Shenzhen. We also lease and occupy office buildings in Beijing, Shanghai, Guangzhou and ChengduGuangzhou with an aggregate floor area of approximately 2,387, 1,693, 168733.77, 648.24 and 44168.40 square meters, respectively. These leases vary in duration from one to five years.

Our servers are hosted in different cities of China, including Guangzhou Beijing, Wuxi and Xiamen.Shenzhen. These data centers are owned and maintained by third-party data center operators. 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 as needed.

ITEM 4A.

Item 4A.

UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

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 consolidated financial statements and the related notes included elsewhere in this annual report on Form 20-F. 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

We are a leading mobile big data solutions platformprovider of customer engagement and marketing technology services in mainland China. We provide a comprehensive suite of developer services to mobile app developers in China, through which we gain access to, aggregate, cleanse, structure and encrypt vast amounts of real-time anonymous device-level mobile behavioral data. We utilize AI and machine learning to derive actionable insights from this data, enabling our customers to make better business decisions. We have developed a variety of data solutionsSAAS Businesses and targeted marketing that offer industry-specific, actionable insights for customers. Our core data solutionsSAAS Businesses include targeted marketing,developer service and vertical applications, which comprised of market intelligence, financial risk management and location-based intelligence. We currently generate revenue primarily from our data solutions,SAAS Businesses, while we adopt a freemium model for most of our developer services.

We strategically winded down our targeted marketing business to focus on SAAS Businesses that have a higher profit margin in 2020, and have been only operating our SAAS Businesses since the beginning of 2021.

Key Factors Affecting Our Results of Operations

Our business and operating results are influenced by general factors affecting China’s mobile internet industry and app developer services market, as well as the application of big data technology in China. The general factors include China’s overall economic growth and level of per capita disposable income, mobile internet usage and penetration, development of the app developer services market, growth of application of big data solutionsSAAS Businesses and targeted marketing in areas such as mobile marketing, financial risk management services, market intelligence and location-based intelligence services, the competitive environment and governmental policies and initiatives affecting the Chinese mobile internet industry and data technology. Unfavorable changes in any of these general industry conditions could negatively affect demand for our services and solutions and materially and adversely affect our results of operations.

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While our business is influenced by general factors affecting our industry, our results of operations are more directly affected by company specific factors, including the following major factors:

our ability to increase the number of customers and average spending per customer;

our ability to develop new developer servicesSAAS Businesses and data solutionstargeted marketing that meet market demands;

our ability to broaden and deepen our data pool and enhance our AI and machine learning technology; and

our ability to further improve our margins.

Our ability to increase the number of customers and average spending per customer

Growth in our number of customers and average spending per customer are key drivers of our revenue growth. OurWe recorded total revenues increased substantially from 2016 to 2017of RMB471.6 million in 2020, RMB357.3 million in 2021 and further to 2018.RMB328.8 million (US$47.7 million) in 2022. Our number of customers decreased from 3,521 in 2020 to 3,516 in 2021 and increased from 1,168to 6,060 in 20162022 mainly due to 2,263the acquisition of SendCloud in 2017 and further to 3,024 in 2018.2022. We define our customers in a given period as those that purchase at least one of our paid-for SAAS Businesses including developer servicesservice and vertical applications or data solutionstargeted marketing during the same period. The average spending per customer also increaseddecreased from RMB60,207RMB133,943 in 20162020 to RMB125,810RMB101,627 in 20172021 and further decreased to RMB236,158RMB54,261 (US$34,348)7,867) in 2018. Along with the growth of our revenues from data solutions, our number of customers of data solutions increased from 425 in 2016 to 1,145 in 2017 and further to 1,378 in 2018, and the average spending per customer for data solutions increased from RMB110,885 in 2016 to RMB214,772 in 2017 and further to RMB474,626 (US$69,032) in 2018.2022. Over the same time periods, our revenues from developer services alsoSAAS Businesses increased driven by an increase in 2021, due to our numberstrategic business focus shift to SAAS Businesses, and decreased in 2022 mainly due to the impact of customers of developer services from 743 in 2016 to 1,118 in 2017 and further to 1,646 in 2018, as well as an increase inCOVID-19 on the average spending per customer for developer services from RMB31,219 in 2016 to RMB34,700 in 2017 and further to RMB36,516 (US$5,311) in 2018.overall macroeconomic conditions. Our ability to expand our customer base by retaining existing customers and attracting new customers, and increase the average spending per customer depends on, among other things, our ability to continuously broaden and deepen our data pool, enhance our AI and machine learning capabilities, expand our existing developer servicesSAAS Businesses and data solutions,targeted marketing, develop and productize new services and solutions, and effectively market and sell our services and solutions.

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Our ability to develop new developer servicesSAAS Businesses and data solutionsother business initiatives that meet market demands

Our future success is significantly dependent on our ability to continually develop new developer servicesSAAS Businesses and data solutionsother business initiatives that meet evolving market demands. We have dedicated and will continue to dedicate significant resources and efforts to developing new developer servicesSAAS Businesses and data solutions.targeted marketing. We have a team of product developers within our research and development team who identify the potential market demand and lead the development of new services and solutions and the enhancement of existing ones. We seek to develop more innovative developer services, in line with the development of mobile internet and Internet of Things (IoT) to meet the evolving demand of app developers and customers. For our data solutions,Furthermore, we have expanded from our original focus on targeted marketing to more data solutionsSAAS Businesses, such as market intelligence, financial risk management and location-based intelligence. We will continue to enrich and expand our existing data solutions to better serve existing customers and attract new customers, and also seek to expand our data solutionsSAAS Businesses and other business initiatives to exploit mobile big data opportunities in new industry verticals and sub-verticals.

Our ability to broaden and deepen our data pool and enhance our AI and machine learning technology

We generategenerated revenue primarily from our data solutions.SAAS Businesses and targeted marketing and we have shifted our focus to SAAS Businesses since 2021. Our ability to expand and improve our existing data solutions and develop new ones depends on the size and depth of our data pool as well as the technology we use to process the data and derive actionable insights from it. It is thus critical for us to both enrich our data pool and enhance our AI and machine learning capabilities to extract deeper insights from the data. We intend to achieve the former by continuing to offer best-in-class developer services and attract more app developers to use our services in their apps, and the latter by refining our algorithms and improving our predictive capabilities. To that end, we will continue to invest in our technology and infrastructure to deliver highly reliable and scalable developer services and provide a broader range of developer services. We will also continue to invest in talent by recruiting, retaining and training AI specialists and data scientists to widen our technology advantage. The enhancement of our research and development capabilities enables us to develop new data solutionsSAAS Businesses and optimize our solution offerings, there, thereby allowing us to obtain more favorable pricing terms for our data solutions.SAAS Businesses.

Our ability to further improve our margins

Our results of operations are directly affected by our ability to improve our margins. Our business has grown substantially while at the same time improving our cost efficiency. Our gross margin iswas mainly affected by the mix of our developer servicesSAAS Businesses and data solutions, as a majority of data solutions revenues are from targeted marketing, solutions which incur costwhere SAAS Businesses have a relatively higher profit margin and targeted marketing has a lower one. We strategically winded down our targeted marketing business to focus on SAAS Businesses that have a higher profit margin in 2020, and have been only operating our SAAS Businesses since the beginning of revenues for purchasing ad inventory, while developer services do not incur such cost of revenues.2021. Our ability to increase our gross margin depends on our ability to expand our other vertical data solutions in addition to targeted marketing solutions and improve the margin of targeted marketing solutions.SAAS Businesses and expand our vertical applications and other business initiatives. Moreover, our ability to achieve profitability is dependent on our ability to further improve our operational efficiency and reduce the total operating expenses as a percentage of our revenues.

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Our developer services are strategically modularized to maximize efficiency and cohesiveness of operations, and our centralized data processing platform has been designed and built to power our growth as we scale to meet demands from our expanding customer base and allow for quick and cost-effective product development. As our business grows, we expect to continue to leverage the scalability of our business model, improve the efficiency and utilization of our personnel, and thus enjoy higher operating leverage. In addition, our ability to lower our operating expenses as a percentage of revenues also depends on our ability to improve sales efficiency. Currently, weWe have sold our targeted marketing solutions and currently sell our data solutionsSAAS Businesses through our direct sales force, which focuses on expanding our customer base and increasing the spending by existing customers, seeking to capture follow-on and cross-selling opportunities. We will also utilize the insights we gain from data analytics and mining to guide our own sales and marketing efforts as well as our product development activities to improve our margins.

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Key Line Items and Specific Factors Affecting Our Results of Operations

Revenues

We generate revenue from our developer servicesSAAS Businesses and data solutions.targeted marketing. The following table breaks down our total revenues by categories, by amounts and as percentages of total revenues for the periodsyears presented:

 

 

 

For the Year Ended December 31,

 

 

 

2016

 

 

2017

 

 

2018

 

 

 

RMB

 

 

%

 

 

RMB

 

 

%

 

 

RMB

 

 

US$

 

 

%

 

 

 

(in thousands, except for percentage data)

 

Data solutions

 

 

47,126

 

 

 

67.0

 

 

 

245,914

 

 

 

86.4

 

 

 

654,035

 

 

 

95,126

 

 

 

91.6

 

Developer services

 

 

23,196

 

 

 

33.0

 

 

 

38,795

 

 

 

13.6

 

 

 

60,106

 

 

 

8,742

 

 

 

8.4

 

Total

 

 

70,322

 

 

 

100.0

 

 

 

284,709

 

 

 

100.0

 

 

 

714,141

 

 

 

103,868

 

 

 

100.0

 

   For the Year Ended December 31, 
   2020   2021   2022 
   RMB   %   RMB   %   RMB   US$   % 
                             
   (in thousands, except for percentage data) 

Targeted Marketing

   213,662    45.3    —      —      —      —      —   

SaaS Products

   257,952    54.7    357,322    100.0    328,822    47,675    100.0 

Total

   471,614    100.0    357,322    100.0    328,822    47,675    100.0 

Data solutionsTargeted Marketing. We generate data solutions revenues primarily by creating and delivering online targeted marketing and other vertical data solutions, such as market intelligence, financial risk management and location-based intelligence. Revenue from online targeted marketing solutions accounted for a majority of our revenues from data solutions in 2016, 2017 and 2018.

We generate targeted marketing revenue by providing targeted marketing solutions in the form of integrated marketing campaigns to advertisers through our XiaoGuoTong marketing platform, which is built upon our multi-dimensional device-level mobile behavioral data. We generally create, design, develop and optimize the ad content for our advertising customers. The ads are displayed on a wide spectrum of reputable publishers, through bidding for ad slots using rates directly negotiated with the various publishers. Moreover, volume rebates to customers under targeted marketing revenue applied on a prospective basis when they recharge their target marketing accounts above a specific threshold are material rights. The contract consideration related to these material rights are deferred any recognized as revenue when future services are transferred or when the material rights expire.

We have contractual arrangements with customers that stipulate the types of advertising to be delivered and the pricing. Advertising customers pay for our targeted marketing solutions primarily based on a cost-per-click (CPC) or cost-per-action (CPA) basis. Revenue is recognized at a point in time once agreed actions are performed. We act as the principal in the periodtargeted marketing arrangements under which we have control over the fulfillment of the service and discretion in establishing price. Accordingly, we recognize revenue on a gross basis.

SAAS Businesses. We generate SAAS Businesses revenues primarily by providing developer services and vertical applications which include market intelligence, financial risk management and location-based intelligence. For developer service, there are three types of contracts, subscription-based contracts, project-based contracts and consumption-based contracts. We primarily enter into subscription-based contracts with our customers to provide push notification or instant messaging (collectively “notification services”), which we provide our customers with access to its notification services platform. This enables customers to send notifications and messages to users. The nature of the Company’s performance obligation is a single performance obligation with a fixed transaction price based on subscription fees. We generally recognize revenue ratably over time under the subscription-based contracts, because the customer simultaneously receives and consumes the benefits as we provide subscription services throughout a fixed contract term.

We primarily enter into consumption-based contracts with our customers to provide short message services, or SMS, one-click verification services and value-added services. For SMS, we enable customers to send short messages to users for developer-user communication and authentication. For one-click verification services, we enable users to verify the cellphone number of users without verification code after integrating the one-click verification SDK. Customers pay for SMS and one-click verification services based on the pre-agreed the rate per message and the number of messages delivered. We act as the principal in the SMS and one-click verification services in which the user performsCompany has control over the action the advertiser contracted for.

fulfillment of services. We recognize revenue on a gross basis asand at the primary obligor, aspoint in time when messages delivered. For value-added services, we use our mobile behavioral databuilt an APP Alliance which connects advertisers and leverage our data analytics capabilitiesAPP developers, who are the suppliers of avenue where the ads will be displayed. We enter into contractual arrangements with advertisers that stipulate the types of advertising to be delivered and our marketing platform to conduct targeted marketing campaigns with precision. Additionally, we have pricing latitude, have sole discretion to select those publishers to purchase ad slots from, are highly involved inpriced. Advertising customers pay for the determination ofvalue-added service specifications and bear credit risk.

For other vertical data solutions, we charge customers fees primarily based oncost-per-action (“CPA”) basis or cost-per-click (“CPC”) basis. All of the contractual arrangements’ duration is less than one year. We act as the principal in the value-added services under which we have control over the fulfillment of the service and have discretion in establishing price. Accordingly, we recognize revenue on a gross basis and at a point in time once agreed actions are performed.

We primarily enter into project-based contracts with our customers to provide private cloud-based developer services, which are designed to provide customizable services to customers who want a more controlled software environment and more comprehensive technology and customer support. We provide our customers one combined performance obligation including customized APP push notification system or instant messaging system and related system training services as both performance obligations are incapable of being distinct because the customer cannot drive economic benefit from the related system training services on its own. Meanwhile, we also provide post contract assurance-type maintenance services, which usually have a duration of one year. The transaction price is fixed based on the signed contract consideration. Under ASC 606, we recognize revenue at the point in time when the system is implemented, and the training service is provided, which is represented by the customer acceptance received by us.

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For vertical applications, we enter into agreements with our customers to provide data analytic solutions and there are three types contracts, subscription-based contracts, project-based contracts and consumption-based contracts. We primarily enter into subscription-based contracts with our customers to provide customizable service package for a fixed contract term, which allows the customers to subscribe a fixed number of apps to obtain unlimited volume of queries to our analytic results. The nature of our performance obligation is a single performance obligation with a fixed transaction price based on subscription fees. We generally recognize revenue ratably over time under the subscription-based contracts, because the customer simultaneously receives and consumes the benefits as we provide subscription services throughout a fixed contract term.

We primarily enter into project-based contracts with its customers to provide in-depth analytics services and generate customized reports based on the customers’ specific requirements. The nature of our performance obligation is a single performance obligation with a fixed transaction price based on the signed contract consideration. We recognize revenue at the point in time when the customized reports are provided.

We primarily enter into consumption-based contracts with our customers to process the queries or provide features based on the customers’ requirements. The nature of our performance obligation is a single performance obligation, and the transaction price is determined based on the pre-agreed the rate per query and the number of queries we process or on a subscription basis.delivered. We recognize revenue at a point in time when the services have been rendered.

Developer services. We enter into agreements with app developers to provide developer services, such as push notification and short messaging services (SMS). While we adopt a freemium model for most of our developer services, we charge a fee for SMS based onqueries are processed or the number of messages delivered, and we also charge a fee forfeatures the VIP premium package of certain developer services and for private cloud-based services. Revenue from the VIP premium package of push notification services is recognized ratably over the service period. SMS revenue is recognized as the SMS is successfully delivered. Private cloud-based developer services revenue is recognized ratably over the post contract customer support period, once the software has been delivered to the customer.customers utilized.

We expect our total revenues will continue to increase in the foreseeable future with SAAS Businesses as the key driver and indicator for our business growth as we further expand our business.business and optimize our product mix.

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Cost of revenues

Our cost of revenues currently consists primarily of the cost of purchasing ad inventory associated with our targeted marketing, solutions,channel cost associated with JG Alliance, purchase of short message, bandwidth and cloud cost, staff costcosts and depreciation of servers used for revenue generating services and solutions.

In relation to our targeted marketing, solutions, upon receiving orders from our customers, we first utilize our data and AI-powered data analytics capabilities to determine the ad inventory that is most suitable for the customers’ ads, and then purchase the ad inventory from selected suppliers, primarily online media networks on a real-time basis. In 2017, 49.4% of theThe ad inventory was purchased from Tencent decreased from 1.7% in 2020 to nil in 2021, and 44.0% of our cost of revenue was attributable to Tencent. In 2018, 14.8% ofTencent decreased from 2.0% in 2020 to nil in 2021 and 2022. This percentage decrease was primarily because that we have exited the ad inventory was purchased from Tencent, and 13.5% of our cost of revenue was attributable to Tencent. We expect this percentage will decrease, as we further expand our targeted marketing customer base and engage more customers from a broader spectrumbusiness by the end of industries as well as introduce new products and technologies that will expand the ways in which we can access ad inventory supply.

2020. In relation to our bandwidth and cloud cost, staff cost and depreciation of servers, we allocate such cost based on revenue generating activities.

We expect that our cost of revenues will increase in absolute amounts in the foreseeable future as we continue to optimize our product mix and expand our business.business.

Gross margin

The following table shows our gross profit and gross margin for each of the periods presented:

 

  For the Year Ended December 31, 

 

For the Year Ended December 31,

 

  2020 2021 2022 

 

2016

 

 

2017

 

 

2018

 

        

 

(in thousands, except for percentage data)

 

  (in thousands, except for percentage data) 

Gross profit

 

RMB22,600

 

 

RMB71,339

 

 

RMB197,067

 

 

US$28,663

 

   RMB206,178   RMB264,929   RMB225,765  US$32,733 

Gross margin

 

 

32.1

%

 

 

25.1

%

 

 

27.6

%

 

 

27.6

%

   43.7  74.1  68.7  68.7

The increase in gross margin in 2021 was mainly due to we have completely exited from the low-margin targeted marketing business and transited to pure SAAS business model by the end of 2020. The decrease in gross margin in 2022 was mainly due to the increase in channel cost associated with JG Alliance.

 

Our gross margin is mainly affected by the mix of our revenues, particularly between developer services and data solutions, as a majority of data solutions revenues were from targeted marketing solutions which incurred cost of revenues for purchasing ad inventory, while developer services do not incur such cost of revenues.105


Operating expenses

Our operating expenses consist of research and development expenses, sales and marketing expenses, and general and administrative expenses. The following table breaks down our total operating expenses by these categories, by amounts and as percentages of total operating expenses for each of the periods presented:

 

 

 

For the Year Ended December 31,

 

 

 

2016

 

 

2017

 

 

2018

 

 

 

RMB

 

 

%

 

 

RMB

 

 

%

 

 

RMB

 

 

US$

 

 

%

 

 

 

(in thousands, except for percentage data)

 

Research and development expenses

 

 

33,717

 

 

 

42.0

 

 

 

71,651

 

 

 

43.8

 

 

 

134,358

 

 

 

19,542

 

 

 

46.4

 

Sales and marketing expenses

 

 

33,062

 

 

 

41.2

 

 

 

59,673

 

 

 

36.4

 

 

 

83,853

 

 

 

12,196

 

 

 

28.9

 

General and administrative expenses

 

 

13,480

 

 

 

16.8

 

 

 

32,431

 

 

 

19.8

 

 

 

71,641

 

 

 

10,419

 

 

 

24.7

 

Total

 

 

80,259

 

 

 

100.0

 

 

 

163,755

 

 

 

100.0

 

 

 

289,852

 

 

 

42,157

 

 

 

100.0

 

   For the Year Ended December 31, 
   2020   2021   2022 
   RMB   %   RMB   %   RMB   US$   % 
                             
   (in thousands, except for percentage data) 

Research and development expenses

   174,597    44.1    206,722    51.3    154,476    22,397    43.2 

Sales and marketing expenses

   102,319    25.8    116,415    28.9    98,324    14,256    27.4 

General and administrative expenses

   119,087    30.1    79,922    19.8    105,404    15,282    29.4 

Total

   396,003    100.0    403,059    100.0    358,204    51,935    100.0 

Our research and development expenses mainly consist of payroll and related expenses for personnel engaged in research and development activities, technical service fees paid to third-party service providers for maintaining servers as part of our technology infrastructure, and depreciation of such servers. We incurred research and development expenses primarily for the development of new services, new features as well as costs associated with new product and solutionstechnology development and the general improvement of our technology infrastructure to support our business operations.enhancement. We expect that our research and development expenses will continue to increase in absolute amounts, as we continue to improve technology and infrastructure and expand our service and solution offerings.

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Table of Contents

Our sales and marketing expenses mainly consist of payroll and related expenses for personnel engaged in sales and marketing activities and advertising and other marketing expenses associated with brand and product promotion. We expect that our sales and marketing expenses will continue to increase in absolute amounts in the foreseeable future, as we plan to expand the sales and marketing team and engage in more sales and marketing activities to attract new customers and additional purchases from existing customers.

Our general and administrative expenses mainly consist of payroll and related costs for employees involved in general corporate functions, including accounting, finance, tax, legal and human resources, costs associated with the use of facilities and equipment by these functions, including rental and office expenses, professional fees, impairment of long-lived assets, and professional fees.bad debt provision. We expect that our general and administrative expenses will increase in absolute amounts as we hire additional personnel and incur additional expenses related to the anticipated growth of our business and our operation as a public company.

Taxation

Cayman Islands

Our companyThe Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is not subject to incomeno taxation in the nature of inheritance tax or capital gains tax under the current laws of the Cayman Islands.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 after execution, brought within the jurisdiction of the Cayman Islands. In addition, the Cayman Islands does not impose withholding tax on dividend payments.

British Virgin Islands

UA Mobile Limited, our wholly-owned subsidiary in the British Virgin Islands, isand all dividends, interest, rents, royalties, compensation and other amounts paid by UA Mobile Limited to persons who are not subject to tax on income orresident in the British Virgin Islands and any capital gains realized with respect to any shares, debt obligations, or other securities of UA Mobile Limited by persons who are not resident in the British Virgin Islands are exempt from all provisions of the Income Tax Ordinance in the British Virgin Islands.

106


No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable by persons who are not resident in the British Virgin Islands with respect to any shares, debt obligation or other securities of UA Mobile Limited.

All instruments relating to transfers of property to or by UA Mobile Limited and all instruments relating to transactions in respect of the shares, debt obligations or other securities of the Company and all instruments relating to other transactions relating to the business of the Company are exempt from payment of stamp duty in the British Virgin Islands. In addition, payments of dividends byThis assumes that UA Mobile Limited to our company aredoes not subject to withholding taxhold an interest in real estate in the British Virgin Islands.

There are currently no withholding taxes or exchange control regulations in the British Virgin Islands applicable to UA Mobile Limited.

Hong Kong

Our subsidiary incorporated in Hong Kong, KK Mobile Investment Limited, iswas subject to 16.5% Hong Kong profit tax on its taxable income generated from operations in Hong Kong.Kong for the years of assessment 2016/2017 and 2017/2018. Commencing from the year of assessment 2018/2019, the first HK$2 million of profits earned by our subsidiary incorporated in Hong Kong is taxed at the rate of 8.25% while the remaining profits continue to be taxed at the rate of 16.5%. Under the Hong Kong tax law, KK Mobile Investment Limited is exempted from the Hong Kong income tax on its foreign-derived income. In addition, payments of dividends from our Hong Kong subsidiary to UA Mobile Limited are not subject to any withholding tax in Hong Kong.

PRCMainland China

Generally, our WFOE and VIE in mainland China are subject to enterprise income tax on their taxable income in mainland China at a statutory rate of 25%. The enterprise income tax is calculated based on the entity’s global income as determined under PRCmainland China’s tax laws and accounting standards. OurThe VIE has obtained Highthe certificate of high and New Technology Enterprise status, or HNTE status, and is thus eligible to enjoynew technology enterprise in December 2022 with a preferential tax ratevalidity period of 15% in 2017 and 2018, to the extent it has taxable income under the PRC Enterprise Income Tax Law. Our VIE plans to reapply for the HNTE status in 2019.three years starting December 2022 onwards.

We are subject to value added tax, or VAT, at a rate of 6% on the services and solutions we provide to customers, less any deductible VAT we have already paid or borne. We are also subject to surcharges on VAT payments in accordance with PRC law.the laws of mainland China.

Dividends paid by our WFOE in mainland 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 Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion Onon Income and receives approval from the relevant tax authority. If our Hong Kong subsidiary satisfies all the requirements under the tax arrangement and receives approval from the relevant tax authority, then the dividends paid to the Hong Kong subsidiary would be subject to withholding tax at the standard rate of 5%. 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 PRCmainland China subsidiary to fund any cash and financing requirements we may have, and any limitation on the ability of our PRCmainland China subsidiary to make payments to us could have a material and adverse effect on our ability to conduct our business.”

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Table of Contents

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 PRCmainland China 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 PRCmainland China resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRCnon-mainland-China shareholders or ADS holders.”

107


Results of Operations

The following table sets forth a summary of our consolidated results of operations for the periodsyears presented, both in absolute amount and as a percentage of our total revenues for the periodsyears presented. Our business has grown rapidly in recent years. Period-to-periodYear-to-year comparisons of historical results of operations should not be relied upon as indicative of future performance.

 

  For the Year Ended December 31, 

 

For the Year Ended December 31,

 

  2020 2021 2022 

 

2016

 

 

2017

 

 

2018

 

  RMB % RMB % RMB US$ % 

 

RMB

 

 

%

 

 

RMB

 

 

%

 

 

RMB

 

 

US$

 

 

%

 

                

 

(in thousands, except for percentages)

 

  (in thousands, except for percentages) 

Revenues

 

 

70,322

 

 

 

100.0

 

 

 

284,709

 

 

 

100.0

 

 

 

714,141

 

 

 

103,868

 

 

 

100.0

 

   471,614   100.0   357,322   100.0   328,822   47,675   100.0 

Cost of revenues

 

(47,722)

 

 

 

(67.9

)

 

 

(213,370

)

 

 

(74.9

)

 

 

(517,074

)

 

 

(75,205

)

 

 

(72.4

)

Cost of revenues(1)

   (265,436  (56.3  (92,393  (25.9  (103,057  (14,942  (31.3

Gross profit

 

 

22,600

 

 

 

32.1

 

 

 

71,339

 

 

 

25.1

 

 

 

197,067

 

 

 

28,663

 

 

 

27.6

 

   206,178   43.7   264,929   74.1   225,765   32,733   68.7 

Operating expenses:(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:(1)

        

Research and development expenses

 

 

(33,717

)

 

 

(47.9

)

 

 

(71,651

)

 

 

(25.2

)

 

 

(134,358

)

 

 

(19,542

)

 

 

(18.8

)

   (174,597  (37.0  (206,722  (57.9  (154,476  (22,397  (46.9

Sales and marketing expenses

 

 

(33,062

)

 

 

(47.0

)

 

 

(59,673

)

 

 

(21.0

)

 

 

(83,853

)

 

 

(12,196

)

 

 

(11.7

)

   (102,319  (21.7  (116,415  (32.6  (98,324  (14,256  (29.9

General and administrative expenses

 

 

(13,480

)

 

 

(19.2

)

 

 

(32,431

)

 

 

(11.4

)

 

 

(71,641

)

 

 

(10,419

)

 

 

(10.0

)

   (119,087  (25.3  (79,922  (22.4  (105,404  (15,282  (32.1
  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total operating expenses

 

 

(80,259

)

 

 

(114.1

)

 

 

(163,755

)

 

 

(57.5

)

 

 

(289,852

)

 

 

(42,157

)

 

 

(40.6

)

   (396,003  (84.0  (403,059  (112.8  (358,204  (51,935  (108.9

Loss from operations

 

 

(57,659

)

 

 

(82.0

)

 

 

(92,416

)

 

 

(32.5

)

 

 

(92,785

)

 

 

(13,494

)

 

 

(13.0

)

   (189,825  (40.3  (138,130  (38.7  (132,439  (19,202  (40.3

Foreign exchange (loss)/gain, net

 

 

(328

)

 

 

(0.5

)

 

 

(2,724

)

 

 

(1.0

)

 

 

264

 

 

 

38

 

 

 

0.0

 

Foreign exchange gain/(loss), net

   10   0.0   (3,376  (0.9  (2,866  (416  (0.9

Interest income

 

 

283

 

 

 

0.4

 

 

 

314

 

 

 

0.1

 

 

 

3,657

 

 

 

532

 

 

 

0.5

 

   6,131   1.3   6,597   1.8   2,321   337   0.7 

Interest expense

 

 

 

 

 

 

 

 

(122

)

 

 

(0.0

)

 

 

(7,054

)

 

 

(1,026

)

 

 

(1.0

)

   (11,724  (2.5  (8,815  (2.5  (3,136  (455  (1.0

Other income

 

 

232

 

 

 

0.3

 

 

 

677

 

 

 

0.2

 

 

 

8,449

 

 

 

1,229

 

 

 

1.2

 

Change in fair value of derivative liability

 

 

 

 

 

 

 

 

 

 

21,302

 

 

 

3,098

 

 

 

3.0

 

Other (loss)/income

   (30,814  (6.5  (2,908  (0.8  26,318   3,816   8.0 

Change in fair value of structured notes

   1,233   0.3   20   0.0   59   9   0.0 

Change in fair value of foreign currency swap contract

         6,060   1.7   838   121   0.3 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Loss before income taxes

 

 

(57,472

)

 

 

(81.7

)

 

 

(94,271

)

 

 

(33.1

)

 

 

(66,167

)

 

 

(9,623

)

 

 

(9.0

)

   (224,989  (47.7  (140,552  (39.3  (108,905  (15,790  (33.1

Income tax (expense) benefit

 

 

(3,910

)

 

 

(5.6

)

 

 

3,980

 

 

 

1.4

 

 

 

(30

)

 

 

(4

)

 

 

(0.0

)

Income tax (expense)/benefit

   (86  (0.0  (32  (0.0  455   66   0.1 

Net loss

 

(61,382

 

 

 

(87.3

)

 

 

(90,291

)

 

 

(31.7

)

 

 

(66,197

)

 

 

(9,627

)

 

 

(9.3

)

   (225,075  (47.7  (140,584  (39.3  (108,450  (15,724  (33.0
  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

Notes:Note:

(1)

Share-based compensation expenses are allocated in cost of revenues and operating expenses items as follows:

 

 

For the Year Ended December 31,

 

 

2016

 

 

2017

 

 

2018

 

  For the Year Ended December 31, 

 

RMB

 

 

RMB

 

 

RMB

 

 

US$

 

  2020   2021   2022 

Cost of revenues

 

 

 

 

 

 

 

 

 

 

 

 

  RMB   RMB   RMB   US$ 

Cost of revenue

   4    41    2    —   

Research and development expenses

 

 

664

 

 

 

1,408

 

 

 

9,448

 

 

 

1,347

 

   7,176    13,801    368    53 

Sales and marketing expenses

 

 

189

 

 

944

 

 

 

3,347

 

 

 

487

 

   3,965    2,609    1,188    172 

General and administrative expenses

 

 

1,850

 

 

 

5,923

 

 

 

11,766

 

 

 

1,711

 

   17,713    13,761    13,957    2,024 

Total

 

 

2,703

 

 

 

8,275

 

 

 

24,561

 

 

 

3,572

 

   28,858    30,212    15,515    2,249 
  

 

   

 

   

 

   

 

 

Year Ended December 31, 20182022 Compared to Year Ended December 31, 20172021

Revenues

Our revenues increaseddecreased by 150.8%8.0% from RMB284.7RMB357.3 million in 20172021 to RMB714.1RMB328.8 million (US$103.947.7 million) in 2018, with increases in revenues from both data solutions and developer services.

Our revenues from data solutions increased by 166.0% from RMB245.9 million in 2017 to RMB654.0 million (US$95.1 million) in 2018, which was2022, primarily due to the increase inimpact of COVID-19 on the number of customers by 20.3% from 1,145 in 2017 to 1,378 in 2018 and the increase in average spending per customer by 120.9% from RMB214.8 thousand in 2017 to RMB474.6 thousand in 2018.

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Table of Contentsoverall macroeconomic conditions globally.

 

Our revenues from developer services increased by 54.9% from RMB38.8 million in 2017 to RMB60.1 million (US$8.7 million) in 2018, which was mainly due to the growth in the number of customers by 47.2% from 1,118 in 2017 to 1,646 in 2018.108


Cost of revenues

Our cost of revenues increased by 142.3%11.5% from RMB213.4RMB92.4 million in 20172021 to RMB517.1RMB103.1 million (US$75.214.9 million) in 2018, while our business expanded and our revenues grew. Such2022. The increase was mainly attributabledue to the increasesincrease in themedia cost of purchasing of ad inventory by RMB281.2RMB9.0 million bandwidth cost and depreciation of servers associated with revenue generation by RMB12.8 million, and cost of staff directly related to revenue generation by RMB3.5 million.(US$1.3 million) in 2022.

Gross profit

Our gross profit increaseddecreased by 176.4%14.8% from RMB71.3RMB264.9 million in 20172021 to RMB197.1RMB225.8 million (US$28.732.7 million) in 2018. Our gross margin increased from 25.1% to 27.6% during the same periods,2022, mainly due to the significant revenue growth during the same period.increase of media cost in 2022.

Research and development expenses

Our research and development expenses increaseddecreased by 87.4%25.3% from RMB71.7RMB206.7 million in 20172021 to RMB134.4RMB154.5 million (US$19.522.4 million) in 2018.2022. The increasedecrease was primarily attributabledue to the increasesa decrease of RMB33.2 million (US$4.8 million) in researchpersonnel costs, a decrease of RMB7.3 million (US$1.1 million) in technical service fee, a decrease of RMB3.7 million (US$0.5 million) in cloud cost and development personnel compensation expenses by RMB42.3a decrease of RMB3.1 million bandwidth costs by RMB10.2 million, and(US$0.4 million) in depreciation expenses of servers used for research and development by RMB5.5 million.expense.

Sales and marketing expenses

Our sales and marketing expenses increaseddecreased by 40.5%15.5% from RMB59.7RMB116.4 million in 20172021 to RMB83.9RMB98.3 million (US$12.214.3 million) in 2018.2022. The increasedecrease was primarily attributabledue to the increasea decrease of RMB10.4 million (US$1.5 million) in the compensation expenses for personnel engagedcosts and a decrease of RMB6.4 million (US$0.9 million) in sales and marketing activities by RMB19.4 million and advertising and other marketing expenses associated with brand and product promotions by RMB2.6 million.expense.

General and administrative expenses

Our general and administrative expenses increased by 121.0%32% from RMB32.4RMB79.9 million in 20172021 to RMB71.6RMB105.4 million (US$10.415.3 million) in 2018.2022. The increase was primarily due to an increase of RMB22.4 million (US$3.2 million)in long-lived assets impairment as a result of a one-time cost for the increases in compensation and other personnel related expenses by RMB14.3 million, professional fees by RMB13.9 million, and bad debt provision of RMB4.0 million.“Going Cloud” project.

Net loss

As a result of the foregoing, we recorded a net loss of to RMB66.2RMB108.5 million (US$9.615.7 million) for the year ended December 31, 2018,2022, compared to a net loss of RMB90.3RMB140.6 million (US$14.4 million) for the year ended December 31, 2017. Net loss margin improved from 31.7% in 2017 to 9.3% 2018.2021.

Year Ended December 31, 20172021 Compared to Year Ended December 31, 20162020

Revenues

Our revenues increaseddecreased by 304.9%24% from RMB70.3RM471.6 million in 20162020 to RMB284.7RMB357.3 million in 2017, with increases 2021, primarily due to a 100% decrease in both data solutions revenues from the legacy Targeted Marketing business as we have exited this business by the end of 2020, where the impact was partially offset by the increase in the Developer Services revenue by 46% and developer services.in Vertical Applications revenue by 24%. Our revenues from targeted marketing decreased by 100% from RMB213.7 million in 2020 to nil in 2021, which was primarily because we have exited this business by the end of 2020.

Our revenues from data solutionsSAAS Businesses increased by 421.8%39% from RMB47.1RMB258.0 million in 20162020 to RMB245.9RMB357.3 million in 2017,2021, which was primarilymainly due to the increase in the numberDeveloper Services revenue by 46% and in Vertical Applications revenue by 24%.

Cost of customers by 169.4% from 425 in 2016 to 1,145 in 2017 and the increase in average spending per customer by 93.7% from RMB110.9 thousand in 2016 to RMB214.8 thousand in 2017.revenues

Our cost of revenues decreased by 65% from developer services increased by 67.2% from RMB23.2RMB265.4 million in 20162020 to RMB38.8RMB92.4 million in 2017, which2021. The decrease was mainly due to the growthdecrease in the number of customers by 50.5% from 743 in 2016 to 1,118 in 2017.

Cost of revenues

Ourmedia cost of revenues increasedRMB165.9 million as the Company has completely exited from the legacy Targeted Marketing business by 347.1% from RMB47.7 million in 2016 to RMB213.4 million in 2017, while our business expanded and our revenues grew. Such increase was mainly attributable to the increases in the costend of purchasing of ad inventory by RMB154.0 million, bandwidth cost and depreciation of servers associated with revenue generation by RMB4.9 million, and cost of staff directly related to revenue generation by RMB3.7 million.

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109


Gross profit

Our gross profit increased by 215.7%28% from RMB22.6RMB206.2 million in 20162020 to RMB71.3RMB264.9 million in 2017. Our gross2021, mainly due to our strategic shift in focus from a low margin dropped from 32.1%legacy Targeted Marketing model to 25.1% during the same periods, primarily because our data solutions revenue grew much faster than our developer services in 2017 as we ramped up our data solutionsa high margin pure SAAS business in the period, as a majority of data solutions revenues were from target marketing solutions which incurred cost of revenues for purchasing ad inventory, while developer services do not incur such cost of revenues.model.

Research and development expenses

Our research and development expenses increased by 112.5%18% from RMB33.7RMB174.6 million in 20162020 to RMB71.7RMB206.7 million in 2017. The increase was primarily attributable to the increases in research and development personnel compensation expenses by RMB28.9 million, depreciation of servers used for research and development by RMB3.0 million, and technical service fees paid to third-party service providers for maintaining such servers by RMB2.2 million.

Sales and marketing expenses

Our sales and marketing expenses increased by 80.5% from RMB33.1 million in 2016 to RMB59.7 million in 2017. The increase was primarily attributable to the increase in the compensation expenses for personnel engaged in sales and marketing activities by RMB28.3 million, offset by the decrease in marketing expenses for brand and product promotion by RMB5.4 million. The decrease in marketing expenses was the result of our adjustment to marketing strategies by focusing more on performance-based online marketing in 2017.

General and administrative expenses

Our general and administrative expenses increased by 140.6% from RMB13.5 million in 2016 to RMB32.4 million in 2017.2021. The increase was primarily due to the increase in compensationpersonnel costs by RMB16.4 million and otherthe increase in cloud cost by RMB18.6 million, partially offset by the decrease in depreciation expense by RMB3.9 million.

Sales and marketing expenses

Our sales and marketing expenses increased by 14% from RMB102.3 million in 2020 to RMB116.4 million in 2021. The increase was primarily due to the increase in personnel related expenses.costs by RMB9.0 million, the increase in marketing expense by RMB2.5 million, and the increase in travel and entertainment expense by RMB2.9 million.

General and administrative expenses

Our general and administrative expenses decreased by 33% from RMB119.1 million in 2020 to RMB79.9 million in 2021. The decrease was primarily due to the decrease in bad debt provision of RMB25.9 million, and the decrease in long-lived assets impairment charge by RMB11.0 million.

Net loss

As a result of the foregoing, we recorded a net loss of RMB90.3RMB140.6 million for the year ended December 31, 2017,2021, compared to a net loss of RMB61.4RMB225.1 million for the year ended December 31, 2016. Net loss margin improved from 87.3% in 2016 to 31.7% in 2017.2020.

Critical Accounting Policies

Revenue recognition

We recognize revenue once allUnder ASC 606, revenues are recognized when control of the following criteriapromised goods or services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Revenues are presented net of value-added tax collected on behalf of the government.

Starting from 2020, we have been met: (1) persuasive evidencechanged the classification of an arrangement exists; (2)revenue in the consolidated statements of comprehensive loss by reclassifying revenue from developer services have been provided; (3)and vertical applications, formerly named as other SAAS products, to revenues under SAAS Businesses. Revenue for the price is fixed or determinable;year ended December 31, 2019 were not retrospectively adjusted and (4) collectability is reasonably assured.continued to be presented under the prior reclassification. We generate revenues primarily through SAAS Businesses, formerly named as “SaaS products” and targeted marketing.

Data solutionsTargeted marketing

We generate data solutions revenues primarily by creating and delivering targeted marketing and other vertical data solutions, such as market intelligence, financial risk management and location based intelligence. We generate targeted marketing revenue by providing targeted marketing solutionssolution in the form of integrated marketing campaignscampaign to advertisersadvertiser through our the XiaoGuoTong marketing platform which isand built upon ourits multi-dimensional device-level mobile behavioral data. We generally create, design, develop and optimize the ad content for our advertising customers.data or other third-party marketing platforms such as Guangdiantong of Tencent, which is identified as one performance obligation. The ads are displayed on a wide spectrum of reputable publishers, through bidding for ad slots using rates directly negotiated with the various publishers. Moreover, volume rebates to customers under targeted marketing revenue applied on a prospective basis when they recharge their target marketing accounts above a specific threshold are material rights. The contract consideration related to these material rights are deferred any recognized as revenue when future services are transferred or when the material rights expire.

We enter into contractual arrangements with advertisers that stipulate the types of advertising to be delivered and the pricing. AdvertisersAdvertising customers pay for ourthe targeted marketing solutions primarily based on a cost-per-click (CPC) or cost-per-action (CPA) basis. Majority of the number of clicks and downloads taken bycontract duration is less than one year. For certain arrangements, customers are required to pay us before the users. Revenue is recognizedservices are delivered. For other arrangements, we provided customers with a credit term less than one year. We act as the principal in the periodtargeted marketing arrangements under which we have control over the fulfillment of the service and has discretion in which the user performs the action the advertiser contracted for.

Weestablishing price. Accordingly, we recognize revenue on a gross basis asand at a point in time once agreed actions are performed. Revenues are presented net of value-added tax collected on behalf of the primary obligor, as we use our mobile behavioral data and leverage our data analytics capabilities and our marketing platform to conduct targeted marketing campaigns with precision. Additionally,government.

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Starting from January 1, 2021, we have pricing latitude, have discretion in selecting publishers whose ad banner space will be purchased, are highly involved infully exited the determination of service specificationsTarget Marketing business and bear credit risk. Based on the advertiser’s preference to avoid lower quality publishers, we may recommend a specific reputable online media network to certain advertisers. Leveraging our mobile behavioral data, we accurately pinpoint the specific mobile device that is most suitable for the customer’s ads, andfinancial results since then bid for the available ad slots on the online media network and place ads for the customer.only reflect SAAS Businesses.

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For other vertical data solutions, we charge customers fees primarily based on the number of queries we process or on a subscription basis. We recognize revenue when the services have been rendered.

Developer servicesSAAS Businesses

We generate SAAS Business revenue primarily from developer services and vertical applications. For developer services, there are three types contracts, subscription-based contracts and project-based contracts and consumption-based contracts. We primarily enter into agreementssubscription-based contracts with our customers to provide push notification andor instant messaging (collectively “notification services”). Under the terms of the contractual agreements of notification services,, which we provide our customers with access to our notification services platform over the specified period.platform. This enables customers to send notifications and messages to users. RevenueThe nature of our performance obligation is a single performance obligation with a fixed transaction price based on subscription fees. We generally recognize revenue ratably over time under the subscription-based contracts, because the customer simultaneously receives and consumes the benefits as we provide subscription services throughout a fixed contract term. We use an output method of progress based on fixed contract term as it best depicts the transfer of control to the customer.

We primarily enter into consumption-based contracts with its customers to provide short message services (“SMS”), one-click verification services and value-added services. For SMS, we enable customers to send short messages to users for developer-user communication and authentication. For one-click verification services, we enable users to verify the cellphone number of users without verification code after integrating the one-click verification SDK. Customers pay for SMS and one-click verification services based on the pre-agreed the rate per message and the number of messages delivered. We act as the principal in the SMS and one-click verification services in which we have control over the fulfillment of services. We recognize revenue on a gross basis and at the point in time when messages delivered. For value-added services, we built an APP Alliance which connects advertisers and APP developers, who are the suppliers of avenue where the ads will be displayed. We enter into contractual arrangements with advertisers that stipulate the types of advertising to be delivered and priced. Advertising customers pay for the value-added service primarily based on cost-per-action (“CPA”) basis or cost-per-click (“CPC”) basis. All of the contractual arrangements’ duration is less than one year. We act as the principal in the value-added services in which we have control over the fulfillment of the service and has discretion in establishing price. Accordingly, we recognize revenue on a gross basis and at a point in time once agreed actions are performed.

We primarily enter into project-based contracts with our customers to provide private cloud-based developer services, which are designed to provide customizable services to customers who want a more controlled software environment and more comprehensive technology and customer support. We provide our customers one combined performance obligation including customized APP push notification system or instant messaging system and related system training services as both performance obligations are incapable of being distinct because the customer cannot drive economic benefit from the related system training services on its own. Meanwhile, we also provide post contract assurance-type maintenance services, which usually have a duration of one year. The transaction price is fixed based on the signed contract consideration.

Under ASC 606, we recognize revenue at the point in time when the system is implemented, and the training service is provided, which is represented by the customer acceptance received by us. Meanwhile, the estimated cost of assurance-type maintenance services is recognizedaccrued as “Costs of revenues”, which is not material.

For vertical applications, we enter into agreements with our customers to provide data analytic solutions and there are three types contracts, subscription-based contracts, project-based contracts and consumption-based contracts. We primarily enter into subscription-based contracts with our customers to provide customizable service package for a fixed contract term, which allows the customers to subscribe a fixed number of apps to obtain unlimited volume of queries to our analytic results. The nature of our performance obligation is a single performance obligation with a fixed transaction price based on subscription fees. We generally recognize revenue ratably over time under the service period.subscription-based contracts, because the customer simultaneously receives and consumes the benefits as we provide subscription services throughout a fixed contract term.

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We primarily enter into project-based contracts with our customers to provide in-depth analytics services and generate customized reports based on the customers’ specific requirements. The nature of our performance obligation is a single performance obligation with a fixed transaction price based on the signed contract consideration. We recognize revenue at the point in time when the customized reports are provided.

We record deferredprimarily enter into consumption-based contracts with our customers to process the queries or provide features based on the customers’ requirements. The nature of our performance obligation is a single performance obligation, and the transaction price is determined based on the pre-agreed the rate per query and the number of queries delivered. We recognize revenue at a point in time when the queries are processed or the features are utilized by the customers.

For certain arrangements, customers are required to pay before the services are delivered. For other arrangements, we provided customers with a credit term under six months.

Following the exit of targeted marketing business, all of our revenues when cash payments are receivedwere contributed by SAAS Businesses beginning from 2021.

Long-term investments

Our long-term investments consist of equity investments without readily determinable fair value.

We account for investments in advancean investee over which we do not have significant influence and which do not have readily determinable fair value using the measurement alternative, which is defined as cost, less impairments, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of revenue recognition. Customer deposits relatethe same issuer, if any. We make a qualitative assessment of whether the investment is impaired at each reporting date. If a qualitative assessment indicates that the investment is impaired, we have to customer’s unused balances that are refundable.estimate the investment’s fair value in accordance with the principles of ASC 820. If the fair value is less than the investment’s carrying value, we have to recognize an impairment loss in consolidated statements of comprehensive loss equal to the difference between the carrying value and fair value. We recognized RMB38.7 million, RMB25.4 million and RMB6.7 million (US$1.0 million) impairment in other income/(expense) in the consolidated statement of comprehensive loss for the years ended December 31, 2020, 2021 and 2022, respectively.

Income taxes

We account for income taxes using the liability approach and recognize deferred tax assets and liabilities for the expected future consequences of events that have been recognized in the consolidated financial statements or in our tax returns. Deferred tax assets and liabilities are recognized on the basis of the temporary differences that exist between the tax basis of assets and liabilities and theirour reported amounts in the consolidated financial statements using enacted tax rates in effect for the year end period in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in earnings. Deferred tax assets are reduced by a valuation allowance through a charge to income tax expense when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized. We evaluate the potential for recovery of deferred tax assets by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The components of the deferred tax assets and liabilities are classified as non-current.

We account for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of the benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained (defined as a likelihood of more than fifty percent of being sustained upon an audit, based on the technical merits of the tax position), the tax position is then assessed to determine the amount of benefits to recognize in the consolidated financial statements. The amount of the benefits that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes. We did not recognize any income tax due to uncertain tax positions or incur any interest and penalties related to potential underpaid income tax expenses during the years presented.

We evaluate ourevaluated its income tax uncertainty under ASC 740. ASC 740 clarifies the accounting for uncertainty in income taxes by prescribing the recognition threshold a tax position is required to meet before being recognized in the financial statements. We elect to classify interest and penalties related to an uncertain tax position, if and when required, as part of income tax expense in the consolidated statements of comprehensive loss.

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Share-based compensation

Share-based payment transactions with employees are measured based on the grant date fair value of the equity instrument. We recognize the compensation costs net of occurred forfeitures using the accelerated recognition method, over the applicable vesting period for each separately vesting portion of the award.

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Restricted Share Unit Grants

The following table sets forth information regarding the restricted share units granted under our stock incentive plans in 2016, 20172020, 2021 and 2018:2022:

 

Grant Date

 

Number of

Restricted

Share Units

Granted

 

 

Weighted-

Average Grant-

date Fair Value

per Restricted

Share Unit

 

 

 

 

 

 

 

US$

 

Various dates in 2016

 

 

 

 

 

 

Various dates in 2017

 

 

 

 

 

 

Various dates in 2018

 

 

12,550

 

 

 

7.97

 

   Weighted Average Grant Date 

Grant Date

  Number of Restricted Share
United Granted
   Fair Value per Restricted Share
Unit

US$
 

Various dates in 2020

   95,095    3.13 

Various dates in 2021

   119,568    2.18 

Various dates in 2022

   199,965    1.38 

The fair value of restricted share units is determined based on the fair value of our common shares. The market price of our publicly traded ADSs is used as an indicator of fair value for our common shares. Total fair values of restricted share units recognized as expenses as of December 31, 2016, 20172020, 2021 and 20182022 were nil, nilRMB835 thousand, RMB1,600 thousand and RMB447RMB1,670 thousand (US$68242 thousand), respectively.

Option Grants

The following table sets forth information regarding the share options granted under our stock incentive plans in 2016, 20172020, 2021 and 2018:2022.

 

Grant Date

 

Number of

Options

Granted

 

 

Weighted-

Average Per

Option Exercise

Price

 

 

Weighted-

Average Grant-

date Fair Value

per Option

 

 

 

 

 

 

 

US$

 

 

US$

 

Various dates in 2016

 

 

2,423,445

 

 

 

0.50

 

 

 

0.66

 

Various dates in 2017

 

 

894,115

 

 

 

2.41

 

 

 

1.53

 

Various dates in 2018

 

 

1,736,390

 

 

 

3.89

 

 

 

6.66

 

Grant Date

  Number of Options
Granted
   Weighted Average Per
Option Exercise Price

US$
   Weighted Average Grant
date Fair Value per
Option

US$
 

Various dates in 2020

   1,578,809    0.04    2.91 

Various dates in 2021

   1,367,791    1.14    3.86 

Various dates in 2022

   2,900,248    0.90    0.93 

All share-based payments to employees are measured based on their grant-date fair values. Compensation expense is recognized based on the vesting schedule over the requisite service period. Total fair values of options vested and recognized as expenses as of December 31, 2016, 20172020, 2021 and 20182022 were RMB2.7RMB28.0 million, RMB8.3RMB28.6 million RMB24.6and RMB13.8 million (US$3.62.0 million), respectively.

Fair Value of Options

In determining the fair value of our stock options, the binomial option pricing model was applied. The key assumptions used to determine the fair value of the options at the relevant grant dates in 2016, 20172020, 2021 and 20182022 were as follows. Changes in these assumptions could significantly affect the fair value of stock options and hence the amount of compensation expenses we recognize in our consolidated financial statements.

 

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2016

 

 

2017

 

 

2018

 

  2020 2021 2022

Risk-free interest rate(1)

 

1.83% ~ 1.84%

 

 

2.27% ~ 2.41%

 

 

2.27% ~ 2.93%

 

  0.63%~1.88% 0.94%—1.70% 1.87%—3.75%

Expected dividend yield(2)

 

 

 

 

 

 

 

 

 

  —   —   —  

Expected volatility range(3)

 

47.33% ~ 47.60%

 

 

46.33% ~ 47.15%

 

 

45.30% ~ 46.10%

 

  44.37%~47.83% 47.45%—56.62% 55.99%-56.79%

Weighted average expected volatility

 

 

47.44

%

 

 

46.66

%

 

45.98%

 

  46.37% 50.26% 56.16%

Expected exercise multiple(4)

 

 

2.5

 

 

 

2.5

 

 

2.5

 

  2.5~2.8 2.2~2.8 2.2~2.8

 

Notes:

(1)

The risk-free interest rate of periods within the contractual life of the share options was estimated based on the U.S. Treasury yield in effect as of the valuation dates.

(2)

The expected dividend yield is zero as we have never declared or paid any cash dividends on our shares, and we do not anticipate any dividend payments in the foreseeable future.

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(3)

The expected volatility was estimated based on the average of historical volatilities of the common shares of comparable publicly-traded companies in the same industry as of the valuation dates.

(4)

Expected exercise multiple is estimated based on changes in intrinsic value of the option and likelihood of early exercises by employees.

Convertible NotesOperating leases

On April 17, 2018, we issued zero coupon convertible notes due 2021 in an aggregate principal amountWe adopted ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) from January 1, 2022 by using the modified retrospective method and did not restate the comparable periods. We have elected the package of US$35.0 millionpractical expedients, which allows us not to two investors. Holdersreassess (1) whether any expired or existing contracts as of the convertible notes may,adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any expired or existing leases as of the adoption date. We also elected the short-term lease exemption for all contracts with lease terms of 12 months or less.

We determine if an arrangement is a lease or contains a lease at their option duringlease inception. Leases are classified at the inception date as either as a period starting fromfinance lease or an operating lease. We classify a lease as a finance lease when the issue date until seven days priorlease meets any one of the following criteria at lease commencement:

a. The lease transfers ownership of the underlying asset to the maturitylessee by the end of the notes, subjectlease term.

b. The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain exceptions, convert the notes into Class A common shares of our company at the then applicable conversion price.to exercise.

At the commitment date, the fees and expenses associated with the issuance

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c. The lease term is for a major part of the convertible notes are recorded as a discount toremaining economic life of the debt liabilityunderlying asset.

d. The present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in accordance with ASU 2015-03. The convertible notes, which is the proceeds netlease payments equals or exceeds substantially all of fees and expenses payable to the creditor and the fair value of the bifurcated derivative, will be accretedunderlying asset.

e. The underlying asset is of such a specialized nature that it is expected to have no alternative use to us at the redemption valueend of the lease term.

For operating leases, we recognize an ROU asset and a lease liability based on the maturity date usingpresent value of the effective interest methodlease payments over the estimated life of the debt instrument.

We have early adopted ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, and ASU 2017-11, Accounting for Certain Financial Instruments with Down Round Features. ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The issuance cost of RMB8.5 million (US$1.3 million) was currently presented as a direct deduction from the principal amount of the convertible noteslease term on the consolidated balance sheetsheets at commencement date. At lease commencement, operating lease ROU assets represent the right to use underlying assets for their respective lease terms and are recognized at amounts equal to the lease liabilities adjusted for any lease payments made prior to the lease commencement date, less any lease incentives received and any initial direct costs incurred by us.

After lease commencement, operating lease liabilities are measured at the present value of the remaining lease payments using the discount rate determined at lease commencement. Operating lease ROU assets are measured at the amount of the lease liabilities and further adjusted for prepaid or accrued lease payments, the remaining balance of any lease incentives received, unamortized initial direct costs and impairment of the ROU assets, if any. Operating lease expense is recorded as a single cost on a straight-line basis over the lease term.

Our leases do not provide an implicit rate, we estimate our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located.

Land use rights represent lease prepayments to the local government authorities. As of December 31, 2018. ASU 2017-11 no longer requires us2022, the land use right was carried at cost less accumulated amortization and any impairment loss. Amortization is provided to consider down round features when determining whether its embedded conversion option is indexed to its own stock.

Fair Value of Our Common Shares

Prior to our initial public offering, we were a private company with no quoted market prices for our common shares. We have therefore needed to make estimates of the fair value of our common shares on various dates for the following purposes:

determining the fair value of our common shares at the date of issuance of convertible instruments as one of the inputs into determining the intrinsic value of the beneficial conversion feature, if any; and

determining the fair value of our common shares at the date of the grant of a share-based compensation award as one of the inputs into determining the grant date fair value of the award.

The following table sets forth the fair value of our common shares estimated at different times with the assistance from an independent valuation firm:

Date

 

Fair Value per

Common

Share (US$)

 

 

Discount

Rate

 

 

DLOM

 

February 5, 2016

 

 

0.70

 

 

 

21.0

%

 

 

18

%

October 31, 2016

 

 

1.024

 

 

 

21.0

%

 

 

16.5

%

May 10, 2017

 

 

2.38

 

 

 

20.5

%

 

 

13

%

September 30, 2017

 

 

2.71

 

 

 

20.5

%

 

 

10

%

January 1, 2018

 

 

5.97

 

 

 

18.5

%

 

 

10

%

April 17, 2018

 

 

9.81

 

 

 

16.5

%

 

 

9.5

%

In determining the fair value of our common shares before our initial public offering, we relied in part on a valuation retrospectively determined with the assistance of an independent valuation firm based on data we provided. The valuation report provided us with guidelines in determining the fair value, but the determination was made by our management. We obtained a retrospective valuation instead of a contemporaneous valuation, because, on the various valuation dates, our financial and limited human resources were principally focused on our business development efforts. This approach is consistent with the guidance prescribed by the AICPA Audit and Accounting Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, or the Practice Aid.

We applied the income approach/discounted cash flow analysis based on our projected cash flow using our best estimate as of the valuation date. The determination of the fair value of our common shares requires complex and subjective judgments to be made regarding our projected

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financial and operating results, our unique business risks, the liquidity of our shares and our operating history and prospects at the time of valuation.

The major assumptions used in calculating the fair value of common shares include:

Discount rates. The discount rates listed out in the table above were based on the weighted average cost of capital, which was determined based on a consideration of the factors including risk-free rate, comparative industry risk, equity risk premium, company size and non-systemic risk factors.

Comparable companies. In deriving the weighted average cost of capital used as the discount rates under the income approach, five publicly traded companies were selected for reference as our guideline companies. The guideline companies were selected based on the following criteria: (i) they operate in similar industries as we do, and (ii) their shares are publicly traded in developed capital markets, i.e., the United States.

Discount for lack of marketability, or DLOM. We also applied a DLOM to reflect the fact that there is no ready market for shares in a closely-held company like us. When determining the DLOM, the Black-Scholes option pricing model was used. Under this option-pricing method,write off the cost of lease prepayments on a straight line basis over the put option, which can hedge the price change before the privately held shares can be sold, was considered as a basis to determine the DLOM. This option pricing method was used because it takes into account certain company-specific factors, including the volatilityremaining term of the share price of the guideline companies engaged in the same industry.

The income approach involves applying appropriate discount rates to estimated cash flows that are based on earnings forecasts. Our revenue growth rates, as well as major milestones that we have achieved, contributed to the increase in the fair value of our common shares from February 2016 to April 2018. However, these fair values are inherently uncertain and highly subjective. The assumptions used in deriving the fair values are consistent with our business plan. These assumptions include: no material changes in the existing political, legal and economic conditions in China; our ability to retain competent management, key personnel and staff to support our ongoing operations; and no material deviation in market conditions from economic forecasts. These assumptions are inherently uncertain.

The option-pricing method was used to allocate enterprise value to preferred and common shares, taking into account the guidance prescribed by the AICPA Audit and Accounting Practice Aid, “Valuation of Privately-Held Company Equity Securities Issued as Compensation.” The method treats common stock and preferred stock as call options on the enterprise’s value, with exercise prices based on the liquidation preference of the preferred stock.

The option-pricing method involves making estimates of the anticipated timing of a potential liquidity event, such as a sale of our company or an initial public offering, and estimates of the volatility of our equity securities. The anticipated timing is based on the plans of our board of directors and management. Estimating the volatility of the share price of a privately held company is complex because there is no readily available market for the shares. We estimated the volatility of our shares to range from 46.33% to 47.60% based on the historical volatilities of comparable publicly traded companies engaged in similar lines of business. Had we used different estimates of volatility, the allocations between preferred and common shares would have been different.

The increase in the fair value of our common shares from US$0.70 per share as of February 5, 2016 to US$2.71 per share as of September 30, 2017 was primarily attributable to the rapid organic growth of our business, as evidenced by the increases in the number of customers and the average spending per customer from 2016 to 2017, the decrease of discount rate from 21.0% as of February 5, 2016 to 20.5% as of September 30, 2017, and the decrease of DLOM from 18% as of February 5, 2016 to 10% as of September 30, 2017. We raised additional capital by issuing Series C preferred shares at US$4.725 per share on in April and October 2016 and Series D preferred shares at US$5.3962 per share in May 2017. The funding strengthened our financial status, provided us with additional financial resources for expansion, and indicated an increase in investors’ confidence in our business prospect.

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The increase in the fair value of our common shares from US$2.71 per share as of September 30, 2017 to US$5.97 per share as of January 1, 2018 and further to US$9.81 as of April 17, 2018 was primarily attributable to the rapid organic growth of our business. We also made an upward adjustment to our revenue projection in January 2018 and April 2018, taking into account the following factors:

As part of our data solution offering, we developed a new targeted marketing solution to assist app developers reconnecting with their existing users. We began testing a proof of concept in the third quarter of 2017. In the fourth quarter of 2017, the revenue generated from this data solution increased significantly. The successful monetization of this data solution marked an important milestone in our business development, and as a result we revised our financial forecast upwards as of January 2018. Subsequently, during the first quarter of 2018, the revenue and average revenue per customer from the solution doubled those of the fourth quarter of 2017, which continued to exceed our expectations and original forecast and therefore, we further revised our forecast as of April 17, 2018.

Our revenues from financial risk management solutions increased substantially in the fourth quarter of 2017 and the first quarter of 2018. Accordingly, we adjusted upward our projected revenue from financial risk management solutions.115

The increase in the fair value of our common shares was also attributable to the decrease of discount rate from 20.5% as of September 30, 2017 to 18.5% as of January 1, 2018 and further to 16.5% as of April 17, 2018, and the decrease of DLOM from 10% as of September 30, 2017 to 9.5% as of April 17, 2018.

The increase in the fair value of the common shares from US$9.81 per share as of April 17, 2018 to US$12.75 per share, our initial public offering price, was primarily attributable to the organic growth of our business.


Our revenues increased by 30.6% sequentially from RMB126.4 million in the three months ended March 31, 2018 to RMB165.1 million in the three months ended June 30, 2018;

During the same periods, revenues from developer services increased from RMB12.5 million to RMB14.5 million, with the number of customers increasing from 894 to 1,005; and

During the same periods, revenues from data solutions increased from RMB113.9 million to RMB150.6 million, with the number of customers increasing from 454 to 597, and the average spending per customer increasing from RMB251.0 thousand to RMB252.2 thousand.

The increase in the fair value of our common shares since April 17, 2018 was also attributable to the following factors:

the launch of our initial public offering reduced the uncertainties associated with our initial public offering, and significantly lowered the discount for lack of marketability from 9.5% as of April 17, 2018 to 0% upon the completion of our initial public offering;

as our preferred shares have been automatically converted into and re-designated as common shares upon the completion of our initial public offering, the increase in the estimated probability of initial public offering’s success resulted in an allocation of a higher portion of our business enterprise value to common shares; and

the completion of our initial public offering provided us with additional capital, enhance our ability to access capital markets to grow our business and raise our profile, allow us to make strategic acquisitions when opportunities arise, and enhance our brand value to attract new customers as a public company.

Recent Accounting Pronouncements

We discuss recently adopted and issued accounting standards in Note 2, “Summary of Significant Accounting Policies—Recently issued accounting pronouncements” of the notes to our consolidated financial statements.

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B.

Liquidity and Capital Resources

The following table sets forth the movements of our cash flows for the periodsyears presented:

 

 

 

For the Year Ended December 31,

 

 

 

2016

 

 

2017

 

 

2018

 

 

 

RMB

 

 

RMB

 

 

RMB

 

 

US$

 

Selected Consolidated Cash Flow Data:

 

(in thousands)

 

Net cash used in operating activities

 

 

(42,152

)

 

 

(75,532

)

 

 

(97,925

)

 

 

(14,241

)

Net cash used in investing activities

 

 

(29,928

)

 

 

(28,644

)

 

 

(139,206

)

 

 

(20,246

)

Net cash provided by financing activities

 

 

135,348

 

 

 

217,446

 

 

 

614,884

 

 

 

89,431

 

Effect of exchange rate on cash and cash equivalents

   and restricted cash

 

 

2,450

 

 

 

(8,282

)

 

 

(9,352

)

 

 

(1,362)

 

Net increase (decrease) in cash and cash equivalents

   and restricted cash

 

 

65,718

 

 

 

104,988

 

 

 

368,401

 

 

 

53,582

 

Cash and cash equivalents and restricted cash at the

   beginning of year or period

 

 

37,570

 

 

 

103,288

 

 

 

208,276

 

 

 

30,292

 

Cash and cash equivalents and restricted cash at the end of

   the year or period

 

 

103,288

 

 

 

208,276

 

 

 

576,677

 

 

 

83,874

 

   For the Year Ended December 31, 
   2020  2021  2022  

 

 
   RMB  RMB  RMB  US$ 
              
   (in thousands) 

Selected Consolidated Cash Flow Data:

     

Net cash provided by/(used in) operating activities

   75,810   (76,650  (17,476  (2,533

Net cash (used in)/provided by investing activities

   (144,415  26,442   26,853   3,893 

Net cash provided by/(used in) financing activities

   315   (54,520  (148,040  (21,464

Effect of exchange rate on cash and cash equivalents and restricted cash

   (7,054  3,080   341   49 

Net decrease in cash and cash equivalents and restricted cash

   (75,344  (101,648  (138,322  (20,055

Cash and cash equivalents and restricted cash at the beginning of year or period

   431,574   356,230   254,582   36,911 

Cash and cash equivalents and restricted cash at the end of the year or period

   356,230   254,582   116,260   16,856 

 

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We had net cash generated by operating activities of RMB75.8 million for the year ended December 31, 2020, net cash used in operating activities of RMB42.2RMB76.7 million RMB75.5for the year ended December 31, 2021, and net cash used in operating activities of RMB17.5 million and RMB97.9 million (US$14.22.5 million) for the yearsyear ended December 31, 2016, 2017 and 2018, respectively.2022. The increasedecrease in net cash used in operating activities is drivenwas primarily due to a decrease in paid interest related to convertible notes and a decrease in accounts receivable. Net income, adjusted by the rapid expansionreconciliation of our business operations,certain non-cash items including depreciation and amortization, share-based compensation expenses, impairment of long-term investments, impairment of long-lived assets as well as the growthchange in headcount to support such expansion and in preparation for our future growth.fair value of derivative assets. Our operating cash flow is also affected by the changes in our accounts receivable, accounts payable, deferred revenue and customer deposits, operating lease right-of-use assets, operating lease liabilities, prepayments and other current assets, and accrued liabilities and other current liabilities.

Our accounts and notes receivable represent primarily accounts and notes receivable from the customers that purchased our data solutions.SAAS Businesses and targeted marketing. As of December 31, 2016, 20172020, 2021 and 2018,2022, our accounts and notes receivable, net of allowance for doubtful accounts, were RMB9.4RMB44.9 million, RMB49.6RMB43.9 million and RMB141.9RMB29.7 million (US$20.64.3 million), respectively. The increase reflected a significant growthStarting from 2019, we have been selective and disciplined in our businessapproach to grant credit terms to customers which results in a lower accounts and revenues, especially our data solutions. notes receivable balance as of December 31, 2022 as compare to that as of December 31, 2021.

Our accounts and notes receivable turnover days increaseddecreased from 3669 days in 20162020 to 3745 days in 20172021 and further decreased to 4840 days in 2018,2022, which was due to the better credit terms we extended to certain qualified customers.our disciplined accounting policy and cash collecting efforts which enabled a timely collection of our accounts receivables. Accounts and notes receivable turnover days for a given period are equal to average balances of accounts and notes receivable, net of allowance for doubtful accounts, at the beginning and the end of the period divided by total revenues during the period and multiplied by the number of days during the period.

Our accounts payable represent primarily accounts payable to suppliers from whom we purchased ad inventory associated with onlinedeveloper service and targeted marketing solutions.marketing. As of December 31, 2016, 20172020, 2021 and 2018,2022, our accounts payable were RMB1.1RMB16.6 million, RMB8.3RMB18.3 million and RMB18.8RMB18.2 million (US$2.72.6 million), respectively.respectively. The increase reflectedof accounts payable from 2020 to 2021 was mainly due to the growth ofincreased purchase in bandwidth and cloud services, and our targeted marketing solutions.accounts payable remained stable in 2021 and 2022. Our accounts payable turnover days increased from 525 days in 20162020 to 873 days in 2017 and further to 9 days in 2018,2021, because we were able to negotiate better terms with suppliers. Our accounts payable turnover days decreased from 73 days in 2021 to 68 days in 2022, mainly due to the ad inventory suppliers as our business grew.acquisition of SendCloud in March 2022 which has a lower accounts payable turnover days. Accounts payable turnover days for a given period are equal to average accounts payable balances at the beginning and the end of the period divided by total cost of revenues (excluding depreciation)depreciation, amortization and personnel cost) during the period and multiplied by the number of days during the period.

Our deferred revenue representrepresents the cash payments made by our customers in advance of our provision of the data solutions and/or developer servicesSAAS Businesses and targeted marketing they purchased from us, and our customer deposits represent the refundable cash deposits paid by our customers to us primarily in connection with our targeted marketing solutions.developer service and vertical applications. Due to the growth of customer demand for our business,SAAS Businesses, our deferred revenue and customer deposits increased substantially from RMB18.1RMB109.2 million as of December 31, 20162020 to RMB49.6RMB120.0 million as of December 31, 20172021 and further increased to RMB59.5RMB142.4 million (US$8.720.6 million) as of December 31, 2018.2022.

Our prepayments and other current assets represent primarily prepaid media cost, prepaid service fee and others. The increase in prepaymentsPrepayments and other current assets decreased from RMB13.5RMB49.0 million as of December 31, 20162020 to RMB34.2RMB46.7 million as of December 31, 20172021 and further decreased to RMB80.6RMB30.4 million (US$11.74.4 million) as of December 31, 2018 was2022, primarily due to the growthdecrease in receivables on behalf of our targeted marketing solutions.third party advertising companies in 2022.

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Our accrued liabilities and other current liabilities represent primarily accrued payroll and welfare payables, professional fees and others. The increasedecrease in accrued liabilities and other current liabilities from RMB19.7RMB109.1 million as of December 31, 20162020 to RMB52.6RMB85.3 million as of December 31, 20172021 and further decreased to RMB76.7RMB75.3 million (US$11.210.9 million) as of December 31, 2018 was primarily due to the growth in payroll and welfare accruals associated with the increase in our headcount.

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employee payroll. Our primary sources of liquidity have been proceeds from equity and equity linked financing.financing and bank borrowing. As of December 31, 2018,2022, we had RMB576.7RMB116.3 million (US$83.9(US$16.9 million) in cash and cash equivalents and restricted cash, of which approximately 42.5%6% were held in U.S. dollars and the remainder was held in Renminbi and H.K. dollars.

On April 17, 2018, we issued zero coupon convertible notes dueOur major financings and borrowings in the years ended December 31, 2020, 2021 in an aggregate principal amount of US$35.0 million to two investors. The convertible notes are non-interest bearing, subject to certain exceptions, including when an event of default occurs, such as failure to make any payment due on the due date, and the majority noteholders have, in their sole discretion, accelerated their convertible notes by giving notice to us that their outstanding notes are due and repayable. In such event, we will be required to pay interest at a simple interest rate of 15% per annum on the aggregate outstanding principal amount of the convertible notes. Holders of the convertible notes may, at their option during a period starting from the issue date until seven days prior to the maturity of the notes, subject to certain exceptions, convert the notes into Class A common shares of our company at the then applicable conversion price.2022 include:

In July and August 2018, we raised from our initial public offering approximately US$68.0 million in net proceeds after deducting underwriting commissions and discounts and the offering expenses payable by us.

On April 17, 2018, we issued zero coupon convertible notes due 2021 in an aggregate principal amount of US$35.0 million to two investors. The convertible notes are non-interest bearing, subject to certain exceptions, including when an event of default occurs, such as failure to make any payment due on the due date, and the majority noteholders have, in their sole discretion, accelerated their convertible notes by giving notice to us that their outstanding notes are due and repayable. In such event, we will be required to pay interest at a simple interest rate of 15% per annum on the aggregate outstanding principal amount of the convertible notes. Holders of the convertible notes may, at their option during a period starting from the issue date until seven days prior to the maturity of the notes, subject to certain exceptions, convert the notes into Class A common shares of our company at the then applicable conversion price. In April 2021, we fully redeemed such US$35.0 million of convertible notes.

On April 16, 2021, we entered into a term loan agreement with Shanghai Pudong Development Bank, or SPD Bank. Under the loan agreement, SPD Bank agreed to provide us with a one-year RMB150.0 million term loan facility. The facility is priced at 50 basis points over one-year RMB Loan Prime Rate. The use of proceeds of the facility is for general corporate purpose. On April 15, 2022 we have fully repaid the loan of RMB150 million on time, and the restricted cash pledged was released and transferred back to the company.

On October 24, 2022, we entered into a term loan agreement with Shenzhen Zhongxiaodan Micro Credit Co., Ltd., or SZMCC. Under the loan agreement, SZMCC agreed to provide us with a one-year RMB5.0 million term loan facility, which bears a fixed interest rate of 4.9% per annum. The use of proceeds of the facility is for general corporate purpose. As of December 31, 2022, the outstanding principal balance of this loan facility was RMB5.0 million. We plan to repay the loan in October 2023.

We believe our cash and cash equivalents on hand will be sufficient to meet our current and anticipated needs for general corporate purposes for at least the next 12 months. We may, however, need additional cash resources in the future if we experience changes in business conditions or other developments. We may also need additional cash resources in the future if we find and wish to pursue opportunities for investment, acquisition, capital expenditure or similar actions. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand, we may seek to issue equity or equity linked securities or obtain debt financing. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased 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.

Although we consolidate the results of ourthe VIE, we only have access to the assets or earnings of ourthe VIE through our contractual arrangements with ourthe 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.”

Substantially all of our revenues have been, and we expect they are likely to continue to be, in the form of Renminbi. Under existing PRC foreign exchange regulations of mainland China, 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 SAFE approval as long as certain routine procedural requirements are fulfilled. Therefore, our PRCmainland China subsidiary is allowed to pay dividends in foreign currencies to us without prior SAFE approval by following certain routine procedural requirements. However, current PRC regulations of mainland China permit our PRCmainland China subsidiary to pay dividends to us only out of its accumulated profits, if any, determined in accordance with Chinese mainland China’s accounting standards and regulations. Our PRCmainland China subsidiary is required to set aside at least 10% of its after-tax profits after making up previous years’ accumulated losses each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of its registered capital. These reserves are not distributable as cash dividends. Historically, our PRCmainland China subsidiary has not paid dividends to us, and it will not be able to pay dividends until it generates accumulated profits. Furthermore, capital account transactions, which include foreign direct investment and loans, must be approved by and/or registered with SAFE, its local branches and certain local banks.

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Operating activities

Net cash used in operating activities in 20182022 was RMB97.9RMB17.5 million (US$14.22.5 million). The principal items accounting for the difference between our net cash used in operating activities and our net loss of RMB66.2RMB108.5 million (US$9.615.7 million) were a RMB19.9(i) non-cash items including depreciation of property and equipment of RMB24.4 million (US$2.93.5 million), impairment of property and equipment of RMB22.4 million (US$3.2 million), share-based compensation expenses of RMB15.5 million (US$2.2 million), lease expense to reduce right-of-use assets of RMB9.0 million (US$1.3 million), impairment of long-term investments of RMB6.7 million (US$1.0 million), amortization of intangible assets of RMB6.0 million (US$0.9 million) and allowance for doubtful accounts of RMB2.9 million (US$0.4 million), and (ii) change in working capital including a decrease in prepayments and other current assets of RMB17.4 million (US$2.5 million), a decrease in accounts receivable of RMB12.5 million (US$1.8 million) and an increase in deferred revenue and customer deposits a RMB24.0of RMB12.0 million (US$3.51.7 million), partially offset by an increase in operating lease right-of-use assets of RMB26.2 million (US$3.8 million) and a decrease in accrued liabilities and other current liabilities and a RMB10.5of RMB25.8 million (US$1.53.7 million) increase in accounts payable, partially offset by a RMB 98.2 million (US$14.3 million) increase in accounts receivable and a RMB46.4 million (US$6.7 million) increase in prepayments and other current assets. The increases in accounts receivable, prepayments and other current assets, accounts payable, and deferred revenue and customer deposits were due to the growth of our business, especially the significant increase in revenues generated from our data solutions. The increase in accrued liabilities and other current liabilities was mainly due to the growth in payroll and welfare accruals associated with the increase in our headcount due to our business expansion in 2018..

Net cash used in operating activities in 20172021 was RMB75.5RMB76.7 million. The principal items accounting for the difference between our net cash used in operating activities and our net loss of RMB90.3RMB140.6 million were a RMB31.1(i) non-cash items including depreciation of property and equipment of RMB27.3 million, amortization of intangible assets of RMB4.5 million, impairment of long-term investments of RMB25.4 million, fair value gain of foreign currency swap contract of RMB6.1 million and share-based compensation expenses of RMB30.2 million and (ii) change in working capital including an increase in prepayments and other current assets of RMB13.6 million, an increase in deferred revenue and customer deposits of RMB8.6 million, repayment of accrued interest related to convertible note of RMB21.0 million and a RMB26.5 million increasedecrease in accrued liabilities and other current liabilities and a RMB13.0 million increase in accounts payable, partially offset by a RMB48.3 million increase in accounts receivables and a RMB21.6 million increase in prepayments and other current assets. The increase in accrued liabilities and other current liabilities was mainly due to the growth in payroll and welfare accruals associated with the increase in our

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headcount. The increases in deferred revenue and customer deposits, accounts receivable and accounts payable were due to the growth of our business. The increase in prepayments and other current assets is primarily due to the growth of our targeted marketing solutions.RMB25.6 million.

Net cash used inprovided by operating activities in 20162020 was RMB42.2RMB75.8 million. The principal items accounting for the difference between our net cash used inprovided by operating activities and our net loss of RMB61.4RMB225.1 million were a RMB14.5RMB71.8 million increasedecrease in accrued liabilities and other current liabilities andtrade receivables, a RMB11.0RMB29.5 million increase in deferred revenue, partially offset byand a RMB11.2RMB43.3 million increasedecrease in prepayments and other current assets. Theassets, partially offset by a RMB3.4 million increase in accrued liabilitiesaccounts payable. The change in accounts and other current liabilities was mainly due to the growth in payroll and welfare accruals associated with the increase in our headcount. The increase in deferred revenue was due to the growth of our business. The increase in prepaymentnotes receivable, prepayments and other current assets, is primarilyand deferred revenue were due to the growth ofstrategic transformation where we have shifted our focus to a pure SAAS based model and ceased targeted marketing solutions.service by the end of 2020.

Investing activities

Net cash provided by investing activities in 2022 was RMB26.9 million (US$3.9 million), consisting primarily of proceeds from maturities of short-term investments, and which is partially offset by purchase of long-term investments.

Net cash provided by investing activities in 2021 was RMB26.4 million, consisting primarily of proceeds from maturities of short-term investments, and which is partially offset by purchase of property and equipment.

Net cash used in investing activities in 20182020 was RMB139.2RMB144.4 million, (US$20.2 million), consisting of purchase of property and equipment, mainly servers, and purchase of long-term investments.

Net cash used in investing activities in 2017 was RMB28.6 million, consisting primarily of purchase of propertyshort-term and equipment, mainly servers,long-term investment, and purchase of long-term investment,which is partially offset by proceeds from maturitymaturities of time deposits.

Net cash used in investing activities in 2016 was RMB30.0 million, consisting primarily of purchase of property and equipment, mainly servers, and purchase of time deposits.short term investment.

Financing activities

Net cash provided byused in financing activities in 20182022 was RMB614.9RMB148.0 million (US$89.421.5 million), consisting primarily of proceeds from initial public offering.repayment of short-term bank loan.

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Net cash provided byused in financing activities in 20172021 was RMB217.4RMB54.5 million, (US$34.7 million), consisting primarily of repayment of convertible note and proceeds from the issuance of Series D preferred shares and certain Series C preferred shares.short-term loan.

Net cash provided by financing activities in 20162020 was RMB135.3RMB0.3 million, consisting primarily of proceeds from the issuanceexercise of Series C preferred shares.share options.

Capital Expendituresexpenditures

We made capital expenditures of RMB21.5 million, RMB18.9 million RMB28.4and RMB1.1 million and RMB57.9 million (US$8.40.2 million) in 2016, 20172020, 2021 and 2018,2022, respectively. Our capital expenditures mainly included our payment for purchases of property and equipment.equipment, and intangible assets.

Material Cash requirements

As of December 31, 2022, we had a total of RMB116.1 million (US$16.8 million) of cash and cash equivalents, and we believe our working capital is sufficient to meet our requirements for the next twelve months. We may, however, require additional cash due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue.

In the long-term, we intend to rely primarily on cash flow from operations and additional borrowings from banks to meet our anticipated cash needs. If our anticipated cash flow and borrowing capacity is insufficient to meet our requirements, we may also seek to sell additional equity, debt or equity-linked securities. We cannot assure you that any financing will be available in the amounts we need or on terms acceptable to us, if at all.

For fiscal year 2022, our material cash requirements mainly include the repayment of short-term bank loan, operating lease obligation and consideration to acquire SendCloud, which is approximately RMB188.0 million. (US$27.3 million).

Our operating lease obligations relate to our leases of office premises and office equipment, including the purchase of land use right. In July 2022, we entered into an agreement with the PRC government to purchase land use right of a parcel of land in Shenzhen for a total cash consideration of RMB21.9 million (US$3.2 million). Under the agreement, we have nontransferable land use right of the parcel of land for 30 years from July 7, 2022 to July 6, 2052. As of December 31, 2022, we have paid RMB11.0 million (US$1.6 million), and the remaining consideration will be paid by June 15, 2023. We will continue to make such capital expenditures to support the expected growth of our business.

In April 2021, we borrowed a secured RMB denominated loan of RMB150.0 million with a fixed interest rate of 4.35% for a one-year term from the Shanghai Pudong Development Bank. The short-term loan is collateralized by restricted cash balances totaling RMB157.9 million of the VIE. We acquired a majority equity interest of SendCloud in March 2022 for a total cash consideration of RMB34.5 million.

For fiscal year 2023, our material cash requirements mainly include the repayment of short-term bank loan, operating lease obligation including purchase of land use right and unpaid consideration for the acquisition of SendCloud, which is approximately RMB40.8 million.

For fiscal year 2024 and 2025, our material cash requirements mainly include operating lease obligation, which is approximately RMB7.5 million. There are no lease payments in 2026 and after as of the date of this annual report.

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any unconsolidated third parties. In addition, we have not entered into any derivative contracts that are indexed to our shares and classified as shareholders’ 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. Moreover, 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.

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Holding Company Structure

Aurora Mobile Limited is a holding company with no material operations of its own. We conduct our operations primarily through our WFOE and ourthe VIE. As a result, Aurora Mobile Limited’s ability to pay dividends depends upon dividends paid by our WFOE. If our WFOE or any newly formed PRCmainland China subsidiaries 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 WFOE is permitted to pay dividends to us only out of its retained earnings, if any, as determined in accordance with PRCmainland China’s accounting standards and regulations. Under PRC law,the laws of mainland China, each of our WFOE and ourthe VIE 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 its registered capital. In addition, our WFOE may allocate a portion of its after-tax profits based on PRCmainland China’s accounting standards to enterprise expansion funds and staff bonus and welfare funds at its discretion, and ourthe VIE may allocate a portion of their after-tax profits based on PRCmainland China’s accounting standards to a discretionary surplus fund at its 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 mainland China is subject to examination by the banks designated by SAFE. Our WFOE has not paid dividends and will not be able to pay dividends until it generates accumulated profits and meets the requirements for statutory reserve funds.

C.

Research and Development, Patents and Licenses, Etc.

See “Item 4. Information Onon the Company—B. Business Overview—Research and Development” 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 since January 1, 20182022 that are reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.

E.

Off-balance Sheet ArrangementsCritical Accounting Estimates

Our consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in the consolidated financial statements and accompanying notes. We have not entered intobase our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Changes in the economic environment, financial markets, and any financial guarantees or other commitmentsparameters used in determining such estimates could cause actual results to guarantee the payment obligations of any unconsolidated third parties. In addition, we have not entered into any derivative contracts thatdiffer. Our critical accounting estimates are indexeddescribed below. The critical accounting estimates should be read in conjunction with our risk factors as disclosed in “Item 3. Key Information—D. Risk Factors.” See Note 2 to our shares and classified as shareholders’ equity or that are not reflected in our consolidated financial statements. Furthermore,statements for the year ended December 31, 2022 for more information on our critical accounting policies.

Valuation of Equity Investments

For equity investments without readily determinable fair value for which we have elected to use the measurement alternative, we make a qualitative assessment of whether the investment is impaired at each reporting date, applying significant judgement in considering various factors and events including (i) adverse performance and cash flow forecasts of investees; (ii) adverse industry developments affecting investees; and (iii) adverse regulatory, social, economic or other developments affecting investees. If a qualitative assessment indicates that the investment is impaired, we estimate the investment’s fair value in accordance with the principles of ASC 820. If the fair value is less than the investment’s carrying value, we recognize an impairment loss in net income equal to the difference between the carrying value and fair value. These judgements include valuation methods and key valuation assumptions and estimates used in estimating impairment amounts, which comprised the investees’ cash flow forecasts. Changes in these estimates and assumptions could materially affect the fair value of equity investments without readily determinable fair value. See Note 8 of the Notes to our consolidated financial statements for information regarding investment related impairment accounted for under measurement alternative.

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Allowance for accounts receivables

We maintain an allowance for doubtful accounts which reflects our best estimate of amounts that potentially will not be collected. We determine the allowance for doubtful accounts based on factors including the age of the balance, the customer’s payment history and credit quality of the customers, current economic trends and other factors that may affect the Company’s ability to collect from customers. We also provide specific provisions for allowance when facts and circumstances indicate that the receivable is unlikely to be collected. Impairment losses are recorded as general and administrative expenses on the consolidated statements of comprehensive income. Changes in these estimates and assumptions could materially affect our financial condition and results of operations.

Valuation allowance for deferred tax assets

We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. Significant judgment is required in determining the valuation allowance. In assessing the need for a valuation allowance, we consider all sources of taxable income, including projected future taxable income, reversing taxable temporary differences and ongoing tax planning strategies. If it is determined that we are able to realize deferred tax assets in excess of the net carrying value or to the extent we are unable to realize a deferred tax asset, we would adjust the valuation allowance in the period in which such a determination is made, with a corresponding increase or decrease to earnings.

Incremental Borrowing Rate for Operating Leases

Our leases do not haveprovide an implicit rate, we estimate the incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located.

Business Combinations

We account for our business combinations by recognizing in the financial statements the identifiable assets acquired, the liabilities assumed and any retained or contingentnoncontrolling interests in the acquiree at fair value at the acquisition date. The determination and allocation of fair values to the identifiable assets acquired, liabilities assumed and redeemable noncontrolling interests is based on various assumptions and valuation methodologies requiring considerable judgment from management. The most significant variables in these valuations are discount rates, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. We determine discount rates to be used based on the risk inherent in the related activity’s current business model and industry comparisons. The excess of (i) the total of cost of acquisition, the fair value of the noncontrolling interests and the acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net tangible and intangible assets transferredof the acquiree is recorded as goodwill. In addition, acquisition costs related to business combinations are expensed as incurred.

We record acquired intangible assets at fair value on the date of acquisition and amortize such assets using the straight-line method over the expected useful life of the asset unless another amortization method is deemed to be more appropriate. We evaluate the remaining useful life of intangible assets on a periodic basis to determine whether events and circumstances warrant a revision to the remaining useful life. If the estimate of an unconsolidated entityintangible asset’s remaining useful life is changed, we will amortize the remaining carrying value of the intangible asset prospectively over the revised remaining useful life.

Goodwill Impairment Assessment

We assess goodwill for impairment in accordance with ASC 350-20, Intangibles—Goodwill and Other: Goodwill, (“ASC 350-20”), which requires that servesgoodwill be tested for impairment at the reporting unit level at least annually and more frequently upon the occurrence of certain events, as credit, liquiditydefined by ASC 350-20.

Under ASC 350-20-35, we have the option to choose whether it will apply the qualitative assessment first and then the quantitative assessment, if necessary, or to apply the quantitative assessment directly. In the qualitative assessment, we primarily consider factors such as industry and market risk supportconsiderations, overall financial performance of the reporting unit, and other specific information related to such entity. Moreover,the operations. If we do not have any variable interestbelieve, as a result of the qualitative assessment, that it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, a quantitative impairment test is required. Otherwise, no further testing is required. Therefore, when we perform the quantitative impairment test it compares the fair value of the reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in any unconsolidated entityan amount equal to that provides financing, liquidity, market risk or credit supportexcess.

We elected to us or engages in leasing, hedging or product development services with us.bypass the qualitative assessment and proceeded directly to perform the quantitative test for the year ended December 31, 2022, by quantitatively comparing the fair values of the reporting unit to its carrying amounts. We determine the fair value of the reporting unit based on estimated fair value using the income approach, and no impairment charge was recognized for the year ended December 31, 2022.

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F.

Item 6.

Tabular Disclosure of Contractual ObligationsDIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

The following table sets forth our contractual obligations as of December 31, 2018:

 

 

 

Total

 

 

Less than 1

year

 

 

1-3 years

 

 

3-5 years

 

 

More than

5 years

 

 

 

(in thousands of RMB)

 

Operating lease

 

 

33,051

 

 

 

13,387

 

 

 

15,186

 

 

 

4,132

 

 

 

346

 

Our operating lease obligations relate to our leases of office premises and office equipment.

As of December 31, 2018, we had minimum payment obligations in the amount of RMB1.7 million (US$0.3 million) under non-cancellable purchase commitment for bandwidth, which is scheduled to be paid within one year, and of RMB7.3 million (US$1.1 million) under non-cancellable purchase commitment for consulting services, which is scheduled to be paid within one to two years.

G.

A.

Safe Harbor

See “Forward-Looking Statements” on page 2 of this annual report.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.

Directors and Senior Management

The following table sets forth information regarding our directors and executive officers as of the date of this annual report.

 

Directors and Executive Officers

Age

Position/Title

Weidong Luo

38

42

Chairman of the Board of Directors and Chief Executive Officer

Fei Chen

Qing Zhang

46

45

Co-founder and President

Xin Huang

30

Deputy Chief Technology Officer

Shan-Nen Bong

47

50

Chief Financial Officer

Kwok Hin Tang

39

44

Director

Siqi Liu

Hon Sang Lee

37

64

Independent Director

John Tiong Lu Koh

63

67

Independent Director

Peter Si Ngai Yeung

63

67

Independent Director

Mr. Weidong Luois our co-founder and has served as our chairman of the board of directors and chief executive office since May 2012. Mr. Luo has over 12 years of experience building successful technology companies. Mr. Luo was a general manager of Shenzhen Zhiwo Information Technology Company Limited from September 2007 to September 2010 responsible for its general business operations. Mr. Luo received a master of philosophy degree in computing from Hong Kong Polytechnic University and a bachelor’s degree in management information systems from Renmin University of China.

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Mr. Fei Chen is our co-founder and  Qing Zhang has served as our president since October 2016. Mr. Chen has over 18 years of experience in the technology, media and telecom (TMT) sector, including 9 years of investment banking and research experience with Morgan Stanley, Merrill Lynch and Citigroup, and 9 years of corporate and startup experience in the high tech industry. From October 2013 to August 2016, he served as a managing director at Citigroup Asia, responsible for the China TMT investment banking business. Mr. Chen received a bachelor’s degree from Tsinghua University in Beijing and received an MBA degree from University of Chicago Booth School of Business.

Mr. Xin Huang has served as ourdeputy chief technology officer since January 2015.2022. Mr. HuangZhang has over 8extensive experience and expertise in technology, product development and management in the Internet industry. Mr. Zhang served as vice president of technology at the Company’s R&D department since he joined Aurora Mobile in May 2020. Before joining Aurora Mobile, Mr. Zhang worked at Tencent for about 18 years with prior roles including technical expert, technical leader for Tencent Music and other key technical positions. At Tencent, Mr. Zhang was involved in the development of experience invarious products including QQ, Real Time eXchange, Tencent Video, QQ Music and WeSing. Prior to Tencent, Mr. Zhang worked for Sino Stride Technology as a software development specializing in data mining. Prior to joining us,engineer. Mr. Huang served as a senior product director in charge of data mining and product development at Zhen’ai from February 2014 to November 2014. Prior to that, Mr. Huang served as a leading data scientist at Douban from June 2011 to February 2014. Mr. HuangZhang received his bachelor’s degree in softwareelectrical engineering from NortheasternZhejiang University in China.1999.

Mr. Shan-Nen Bonghas served as our chief financial officer since November 2017. Mr. Bong has over 20 years of experience in financial accounting and auditing. Prior to joining us, Mr. Bong served as the chief financial officer of Nam Tai Property Inc., an NYSE-listed property development and management company, from May 2015 to May 2016. Prior to that, Mr. Bong worked in Ernst & Young, for 17 years in Singapore, New Zealand, San Jose (USA) and Beijing, and was an audit partner at Ernst & Young before joining Nam Tai Property. Mr. Bong is a member of Institute of Chartered Accountants in England and Wales, Hong Kong Institute of Certified Public Accountants and Chartered Accountants Australia and New Zealand. Mr. Bong received his bachelor’s degrees in accounting, finance and computer science from Lincoln University.

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Mr. Kwok Hin Tang has served as our director since November 2014. Mr. Tang is a venture capitalist with 1316 years of experience in director investment, corporate finance and venture capital investment in China and the U.S. He has been responsible for managing a portfolio of private and public company investments in the life science, technology and Internet space from incubation to growth stage with successful track records in following-on financing and strategic operation activities. Mr. Tang joined Mandra Capital in 2008 and is responsible for managing a portfolio of private company investments in the life science, technology and internet space. In addition to his responsibilities at Mandra Capital,Capital. Mr. Tang is also a member of the Intellectual Property Assessment Committee at the Hong Kong Polytechnic University. Prior to joining Mandra Capital, Mr. Tang was an investment analyst at KGR Capital (now LGT Capital Partners) from 2005 to 2008. Mr. Tang received a master’s degree in engineering from Stanford University in 2004.

Ms. Siqi LiuMr. Hon Sang Lee has served as our director since June 2018. Ms. LiuMay 2020. Mr. Lee is a seasoned technology entrepreneur and active angel investor with unique leadership experience with leading multinational and local technology companies in China. He currently serves as co-executive presidentthe chairman and executive partner of Fosun RZ Capital. Ms. Liu has over 13 yearsShangGu Capital, which is an equity venture investment fund targeting early and growth stage innovative companies. He is also a director of experience in the finance industry. Prior to joining Fosun RZ Capital, Ms. Liu served as investment director at Green Pine Capital PartnersShenzhen Dynanonic Co., Ltd. (SZSE: 300769) and independent director of Tarena International, Inc. (Nasdaq: TEDU). Mr. Lee is a business pioneer in China starting in 1987 when he joined HP China and stayed with HP for 12 years until 1999. While at HP, Mr. Lee established and headed the HP Personal Computer and Peripheral Business in China, growing it from September 2012a small operation to May 2014. Priora market leader when he left in 1999. Mr. Lee then joined Founder Holdings Ltd., a Hong Kong-listed company, as chief executive officer to that, Ms. Liurun its software and systems integration business. Mr. Lee was with Morgan Stanley Hong Kong from July 2006 to June 2012chairman and served as vice presidentchief executive officer of global capital markets since 2011. Ms. Liu wasHinge Software, a chartered financial analyst and a PRC licensed lawyer. Ms. Liusoftware company he co-founded in 2003. Mr. Lee founded Sinova SJ Capital in 2010. Mr. Lee received herhis bachelor’s degree in communications engineeringcomputer science from Northeasternthe University in China and her master’s degree in journalism and communications from Tsinghua University.of Hong Kong.

Mr. John Tiong Lu Kohhas served as our director since July 2018. Mr. Koh has been the lead independent director of Mapletree Industrial Trust, one of the largest industrial REITs in Singapore, since January 2016 and its independent director since September 2010. Mr. Koh has over 25 years of experience in investment banking and law. Mr. Koh was a managing director and a senior advisor of the Goldman Sachs Group until 2006. Prior to joining Goldman Sachs in 1999, Mr. Koh spent 18 years as a lawyer at various firms, including J. Koh & Co., a Singapore firm founded by Mr. Koh, as well as serving in the Singapore Attorney-General’s Chambers. Mr. Koh sits on various boards of directors, including NSL Ltd. and KrisEnergy Limited, and serves as the chairman of the audit committee of both companies. Mr. Koh is also a director of the National Library Board and the National Museum of Singapore. Mr. Koh received a bachelor of arts degree and a master of arts degree from the University of Cambridge and a graduate degree from Harvard Law School.

Mr. Peter Si Ngai Yeunghas served as our director since July 2018. Mr. Yeung has over 40 years of experience in the information technology industry. He was initially trained as a professional sales person in managing large enterprise customers and later as a sales manager and general manager. Mr. Yeung recently retired as a vice president of Asia markets at Promethean Limited, a global leader in interactive education technologies, in June 2018. Prior to joining Promethean, Mr. Yeung served as vice president of business development at NetDragon Websoft from April to October 2015, and a vice president of operations at Harrow International from April 2013 to February 2015. Prior to that, Mr. Yeung was the general manager of Microsoft Hong Kong & Macau Limited from August 2009 to November 2012. Mr. Yeung also served as managing director at several other global IT corporations, including Jardine OneSolution, Hewlett-Packard and Compaq Computer, from July 1998 to June 2009. Mr. Yeung received his bachelor’s degree in social science from the University of Hong Kong.

B.

Compensation of Directors and Executive Officers

For the fiscal year ended December 31, 2018,2022, we paid cash compensation in an aggregate amount of approximately RMB2.2RMB4.9 million (US$0.3 million)705 thousand) to our executive officers, and approximately RMB246RMB974 thousand (US$36141 thousand) to our non-executive directors. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers. Our PRCmainland China subsidiary and VIE are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund.

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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.

2014 Stock Incentive Plan

In July 2014, our shareholders and board of directors adopted the 2014 Stock Incentive Plan, which we refer to as the 2014 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 Class A common shares that may be issued pursuant to all awards under the 2014 Plan is 5,500,000 Class A common shares. As of February 28, 2019,2023, options to purchase 5,494,8112,649,439 Class A common shares had been granted and were outstanding under the 2014 Plan, excluding awards that were exercised, forfeited or canceled after the relevant grant dates.

The following paragraphs summarize the terms of the 2014 Plan.

Types of Awards. Awards. The plan permits the awards of options, restricted shares and restricted share units or other right or benefit under the plan.

Plan Administration. Administration. The board of directors or a committee designated by the board of directors acts as the plan administrator. The plan administrator will determine the participants who are to receive awards, the type or types of awards to be granted, the number of awards to be granted, and the terms and conditions of each award grant. The plan administrator can amend outstanding awards and interpret the terms of the 2014 Plan and any award agreement.

Award Agreement. Agreement. Awards granted under the 2014 Plan are evidenced by an award agreement that sets forth the terms and conditions for each grant.grant.

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Exercise Price. Price. The exercise price of an award will be determined by the plan administrator. In certain circumstances, such as a recapitalization, a spin-off, reorganization, merger, separation and split-up, the plan administrator may adjust the exercise price of outstanding options and share appreciation rights.

Eligibility. Eligibility. We may grant awards to our employees, consultants, and all members of the board of directors.

Term of the Awards. Awards. The term of each share award granted under the 2014 Plan may not exceed ten years after the date of grant.

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Vesting Schedule. Schedule. In general, the plan administrator determines the vesting schedule, which is set forth in the relevant award agreement.

Transfer Restrictions. Restrictions. Awards may not be transferred in any manner by the recipient other than by will or the laws of descent and distribution, except as otherwise provided by the plan administrator.

Termination. Termination. The plan shall terminate in July 2024, provided that our board of directors may terminate the plan at any time and for any reason.

2017 Stock Incentive Plan

In March 2017, our shareholders and board of directors adopted the 2017 Stock Incentive Plan, which we refer to as the 2017 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 Class A common shares that may be issued pursuant to all awards under the 2017 Plan, as amended, is 6,015,137 Class A common shares. As of February 28, 2019,2023, options to purchase 2,523,4884,443,197 Class A common shares and 12,550199,964 restricted share units had been granted and were outstanding under the 2017 Plan, excluding awards that were exercised, forfeited or canceled after the relevant grant dates.

The following paragraphs summarize the terms of the 2017 Plan.

Types of Awards.Awards. The plan permits the awards of options, restricted shares and restricted share units or other right or benefit under the plan.

Plan Administration.Administration. The board of directors or a committee designated by the board of directors acts as the plan administrator. The plan administrator will determine the participants who are to receive awards, the type or types of awards to be granted, the number of awards to be granted, and the terms and conditions of each award grant. The plan administrator can amend outstanding awards and interpret the terms of the 2017 Plan and any award agreement.

Award Agreement. Agreement. Awards granted under the 2017 Plan are evidenced by an award agreement that sets forth the terms and conditions for each grant.

Exercise Price. Price. The exercise price of an award will be determined by the plan administrator. In certain circumstances, such as a recapitalization, a spin-off, reorganization, merger, separation and split-up, the plan administrator may adjust the exercise price of outstanding options and share appreciation rights.

Eligibility. Eligibility. We may grant awards to our employees, consultants, and all members of the board of directors.

Term of the Awards. Awards. The term of each share award granted under the 2017 Plan may not exceed ten years after the date of grant.

Vesting Schedule. Schedule. In general, the plan administrator determines the vesting schedule, which is set forth in the relevant award agreement.

Transfer Restrictions. Restrictions. Awards may not be transferred in any manner by the recipient other than by will or the laws of descent and distribution, except as otherwise provided by the plan administrator.

Termination. Termination. The plan shall terminate in March 2027, provided that our board of directors may terminate the plan at any time and for any reason.

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2021 Share Incentive Plan

In December 2021, our board of directors adopted the 2021 Share Incentive Plan, which we refer to as the 2021 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 Class A common shares that may be issued pursuant to all awards under the 2021 Plan is 4,000,000 Class A common shares. As of February 28, 2023, we have not granted any awards under the 2021 Plan. As of February 28, 2023, options to purchase 1,698,004 Class A common shares had been granted and were outstanding under the 2021 Plan, excluding awards that were exercised, forfeited or canceled after the relevant grant dates.

Types of Awards. The plan permits the awards of options, restricted shares and restricted share units or other right or benefit under the plan.

Plan Administration. The board of directors or a committee designated by the board of directors acts as the plan administrator. The plan administrator will determine the participants who are to receive awards, the type or types of awards to be granted, the number of awards to be granted, and the terms and conditions of each award grant. The plan administrator can establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the plan and interpret the terms of the 2021 Plan and any award agreement.

Award Agreement. Awards granted under the 2021 Plan are evidenced by an award agreement that sets forth the terms and conditions for each grant.

Exercise Price. The exercise price of an award will be determined by the plan administrator and set forth in the award agreement which may be a fixed price or a variable price related to the fair market value of the shares. The exercise price per share subject to an option may be amended or adjusted in the absolute discretion of the plan administrator, the determination of which shall be final, binding and conclusive.

Eligibility. We may grant awards to our employees, consultants, and board of directors, as determined by the plan administrator.

Term of the Awards. The term of each share award granted under the 2021 Plan may not exceed ten years after the date of grant.

Vesting Schedule. In general, the plan administrator determines the vesting schedule, which is set forth in the relevant award agreement.

Transfer Restrictions. Awards may not be transferred in any manner by the recipient other than transfer to the Company or by will or the laws of descent and distribution, except as otherwise provided by the plan administrator.

Termination. The plan shall terminate in December 2031, provided that our board of directors may terminate the plan at any time and for any reason.

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The following table summarizes, as of February 28, 2019,2023, the awards granted under the 2014 Plan, the 2017 Plan and the 20172021 Plan to our directors and executive officers, excluding awards that were exercised, forfeited or canceled after the relevant grant dates.

 

Common Shares

Underlying Options and

Exercise Price

Name

Common Shares
Underlying Options
and
Restricted
Share Units

Exercise
Price

(US$/Share)

Date of Grant

Date of Expiration

Weidong LuoQing Zhang

*

—  

 
Between June 2, 2020 and
March 15, 2022
 
 
 
Between June 2, 2030 and
March 15, 2032
 
 

Fei ChenShan-Nen Bong

1,186,030

*

0.00 to 2.876

October 31, 2016

October 31, 2026

Xin Huang

 

879,520

0.36 to 6.375

Between May 13, 2015

and September 4, 2018

Between May 13, 2025

and September 4, 2028

Shan-Nen Bong

*

5.396

November 13, 2017
and

September 4, 2018

March 15, 2022

 
 

 
Between November 13, 2027
and

September 4, 2028

March 15, 2032
 
 

Kwok Hin Tang

*

(1)

—  

Siqi Liu

 

Between April 1, 2019 and
June 27, 2022

 
 

 

Between April 1, 2029 and
June 27, 2032

 
 

John Tiong Lu Koh

*(1)

—  

 
Between September 4, 2018


and December 23, 2022

 
 

 
Between September 4, 2028


and December 23, 2032
 
 

Peter Si Ngai Yeung

*(1)

—  

 
Between September 4, 2018


and December 23, 2022

 
 

 
Between September 4, 2028
and December 23, 2032
 
 

Hon Sang Lee

*(1)—   
Between May 7, 2020 and
June 27, 2022
 
 
 
Between May 7, 2030 and
June 27, 2032
 
 

All directors and executive

officers as a group

2,374,605

770,785

 

Notes:

*

Aggregate number of shares represented by all grants of options and restricted share units to the person accounts for less than 1% of our total outstanding common shares as of the date of February 28, 2019.2023.

(1)

Represents restricted share units.

As of February 28, 2019,2023, other employees as a group held outstanding options to purchase 5,656,2448,219,819 Class A common shares of our company, at a weighted average exercise price of US$1.171.08 per share.

C.

Board Practices

Our board of directors consists of five directors. A director is not required to hold any shares in our company by way of qualification. A director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with our company is required to declare the nature of his interest at a meeting of our directors. A director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he may be interested therein, and if he does so his vote shall be counted and he shall be counted in the quorum at any meeting of our directors at which any such contract or transaction or proposed contract or transaction is considered. The directors may exercise all the powers of the company to raise or borrow money and to 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 our 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.

As of the date of this annual report, twothree out of five of our directors meet the “independence” definition under the Nasdaq Stock Market Rules. As the Nasdaq Stock Market Rules permits a foreign private issuer like us to follow the corporate governance practices of its home country, we chose to rely on home country practice in lieu of the requirement to have a majority of independent directors on our board under Nasdaq Rules. See “Item 16G. Corporate Governance.”

Committees of the Board of Directors

We have established three committees under the board of directors: an audit committee, a compensation committee and a nominating and corporate governance committee. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.

Audit Committee. Our audit committee consists of Mr. John Tiong Lu Koh andKoh. Mr. Peter Si Ngai Yeung.Yeung and Mr. Hon Sang Lee. Mr. Koh is the chairman of our audit committee. We have determined that Mr. Koh, Mr. Yeung and Mr. YeungLee satisfy the “independence” requirements of Rule 5605(c)(2) of the Nasdaq Stock Market Rules and Rule 10A-3 under the Exchange Act. We have determined that Mr. Koh 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;

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appointingreviewing with the independent auditors any audit problems or difficulties and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;management’s response;

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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.

Compensation Committee. Our compensation committee consists of Mr. John Tiong Lu Koh, and Mr. Peter Si Ngai Yeung.Yeung and Mr. Hon Sang Lee. Mr. Koh is the chairman of our compensation committee. We have determined that Mr. Koh, Mr. Yeung and Mr. YeungLee satisfy 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 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.

Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of Mr. Peter Si Ngai Yeung, and Mr. John Tiong Lu Koh.Koh and Mr. Hon Sang Lee. Mr. Yeung is the chairman of our nominating and corporate governance committee. We have determined that Mr. Yeung, Mr. Koh and Mr. KohLee satisfy 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.

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Duties of Directors

Under Cayman Islands law, our directors owe fiduciary duties to our company, including a duty of loyalty, 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 with skillexercise skills they actually possess and care.such care and diligence that a reasonably prudent person would exercise in comparable circumstances. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his 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. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association, as amended and restated from time to time. Our company has the right to seek damages if a duty owed by our directors is breached. In certain limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached.

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 and extraordinary general meetings and reporting its work to shareholders at such meetings;

declaring dividends and distributions;

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appointing officers and determining the term of office of the officers;

 

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.

Terms of Directors and Officers

Our officers are appointed by and serve at the discretion of the board of directors. Our directors are not subject to a term of office, unless expressly specified in a written agreement between the director and our company, and hold office until such time as they are removed from office by ordinary resolution of the shareholders or by the board. The office of a director shall be vacated if, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found to be or becomes of unsound mind; (iii) resigns his office by notice in writing to our company; (iv) without special leave of absence from our board of directors, is absent from meetings of our board of directors for three consecutive meetings and the board of directors resolves that his office be vacated; or (v) is removed from office pursuant to our memorandum and articles of association.

Board Diversity Matrix

Board Diversity Matrix (As of February 28, 2023)

Country of Principal Executive Offices

PRC

Foreign Private Issuer

Yes

Disclosure Prohibited Under Home Country Law

No

Total Number of Directors

5

   Female   Male   Non-Binary   Did Not
Disclose
Gender
 

Part I: Gender Identity

        

Directors

   0    5    0    0 

Part II: Demographic Background

        

Underrepresented Individual in Home Country Jurisdiction

       0   

LGBTQ+

       0   

Did Not Disclose Demographic Background

       0   

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D.

Employees

We had a total of 296, 518568, 541 and 697460 employees as of December 31, 2016, 20172020, 2021 and 2018,2022, respectively. The following table gives a breakdown of our employees as of December 31, 2018,2022, by function:

 

Number

Function:

Number

Research and Development

328

188

Sales and Marketing

233

174

General and Administrative

92

73

Cost of Revenue

44

25

Total

697

460

As of December 31, 2018,2022, we had 541296 employees based in our headquarters in Shenzhen and a total of 156164 employees in Beijing, Shanghai, Guangzhou, Chengdu and Hong Kong.Wuhan.

Our employees, who are energetic and aged below 30 on average, drive the rapid growth of our business.

We devote management and organizational focus and resources to ensure that our culture and brand remain highly attractive to potential and existing employees. We have established comprehensive training programs that cover topics such as our corporate culture, employee rights and responsibilities, team-building, professional behavior and job performance.

Under PRC regulations of mainland China, we are required to participate in and make contributions to housing funds and various employee social security plans that are organized by applicable local municipal and provincial governments, including pension, medical, work-related injury and unemployment benefit plans. See “Item 3. Key Information—D. Risk Factors—Risks Related to DoingOur Business in China—and Industry—Failure to make adequate contributions to various employee benefit plans as required by PRCthe regulations of mainland China may subject us to penalties.” Bonuses are generally discretionary and based in part on employee performance and in part on the overall performance of our business. We have granted, and plan to continue to grant, share-based incentive awards to our employees in the future to incentivize their contributions to our growth and development.

We enter into standard labor contracts with our employees. We also enter into standard confidentiality agreements with our senior managements that contain non-compete restrictions.

We believe that we maintain a good working relationship with our employees, and we have not experienced any major labor disputes. None of our employees are represented by labor unions.

E.

Share Ownership

Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our common shares as of February 28, 20192023 by:

each of our directors and executive officers; and

each person known to us to own beneficially more than 5% of our total outstanding shares.

The calculations in the table below are based on 76,500,01279,796,189 common shares outstanding on an as-converted basis, consisting of 59,499,823 62,796,000 Class A common shares (excluding treasury shares) and 17,000,189 Class B common shares, as of February 28, 2019,2023, excluding (i) 2,975,897 Class A common shares issuable upon the conversion of the zero coupon convertible notes due 2021 in the aggregate principal

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amount of US$35.0 million issued in April 2018, at an assumed initial conversion price of US$11.7612 per common share, and (ii)8,030,8498,990,604 Class A common shares issuable upon the exercise of outstanding share options and vesting of restricted shares and restricted share units granted under our 2014 andStock Incentive Plan, 2017 Stock Incentive Plans.Plan and 2021 Share Incentive Plan.

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.

 

131


 

 

Common Shares Beneficially Owned

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Percentage of

 

 

 

 

 

 

 

 

 

 

 

 

Percentage of

 

 

aggregate

 

 

 

Class A

 

 

Class B

 

 

Total common

 

 

total common

 

 

voting

 

 

 

common shares

 

 

common shares

 

 

shares

 

 

shares

 

 

power

 

Directors and Executive Officers:**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weidong Luo(1)

 

 

7,162,666

 

 

 

17,000,189

 

 

 

24,162,855

 

 

 

31.6

%

 

 

77.2

%

Fei Chen(2)

 

 

5,002,056

 

 

 

 

 

5,002,056

 

 

 

6.4

%

 

 

2.2

%

Xin Huang(3)

 

*

 

 

 

 

*

 

 

*

 

 

*

 

Shan-Nen Bong(4)

 

*

 

 

 

 

*

 

 

*

 

 

*

 

Kwok Hin Tang

 

 

 

 

 

 

 

 

 

 

Siqi Liu

 

 

 

 

 

 

 

 

 

 

John Tiong Lu Koh

 

 

 

 

 

 

 

 

 

 

Peter Si Ngai Yeung

 

 

 

 

 

 

 

 

 

 

All Directors and Executive Officers as a Group

 

 

12,609,271

 

 

 

17,000,189

 

 

 

14,309,460

 

 

 

37.9

%

 

 

79.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Principal Shareholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KK Mobile Limited(5)

 

 

7,100,000

 

 

 

17,000,189

 

 

 

24,100,189

 

 

 

31.5

%

 

 

77.2

%

Mandra iBase Limited(6)

 

 

14,988,074

 

 

 

 

 

14,988,074

 

 

 

19.5

%

 

 

6.5

%

Entities affiliated with IDG-Accel(7)

 

 

7,837,640

 

 

 

 

 

7,837,640

 

 

 

10.2

%

 

 

3.4

%

Fosun International Limited(8)

 

 

6,727,358

 

 

 

 

 

6,727,358

 

 

 

8.8

%

 

 

2.9

%

FIL Limited and its affiliated entities(9)

 

 

5,900,044

 

 

 

 

 

5,900,044

 

 

 

7.7

%

 

 

2.6

%

Elite Bright International Limited(10)

 

 

3,816,026

 

 

 

 

 

3,816,026

 

 

 

5.0

%

 

 

1.7

%

   Common Shares Beneficially Owned 
   Class A
common
shares
   Class B
common
shares
   Total common
shares
   Percentage of
total common
shares
  Percentage of
aggregate
voting power†
 

Directors and Executive Officers:**

         

Weidong Luo(1)

   7,171,333    17,000,189    24,171,522    30.3  76.1

Qing Zhang(2)

   *    —      *    *   * 

Shan-Nen Bong(3)

   *    —      *    *   * 

Kwok Hin Tang(4)

   *    —      *    *   * 

Hon Sang Lee

   —      —      —      —     —   

John Tiong Lu Koh(5)

   *    —      *    *   * 

Peter Si Ngai Yeung(6)

   *    —      *    *   * 

All Directors and Executive Officers as a Group

   7,853,713    17,000,189    24,853,902    31.1  76.4

Principal Shareholders:

         

KK Mobile Limited(7)

   7,100,000    17,000,189    24,100,189    30.2  76.1

Mandra iBase Limited(8)

   14,109,001    —      14,109,001    17.7  6.1

Fei Chen(9)

   4,643,607    —      4,643,607    5.8  2.0

Entities affiliated with

IDG-Accel(10)

   4,672,006    —      4,672,006    5.9  2.0

Fosun International Limited(11)

   5,791,997    —      5,791,997    7.3  2.5

FIL Limited(12)

   4,448,008    —      4,448,008    5.6  1.9

 

Notes:

For each person or group included in this column, percentage of total voting power represents voting power based on both Class A and Class B common shares held by such person or group with respect to all outstanding shares of our Class A and Class B common shares as a single class. Each holder of our Class A common shares is entitled to one vote per share. Each holder of our Class B common shares is entitled to ten votes per share. Our Class B common shares are convertible at any time by the holder into Class A common shares on a one-for-one basis.

*

Aggregate number of shares accounts for less than 1% of our total outstanding common shares and aggregate voting power.

**

The business address of Messrs. Weidong Luo, Fei Chen, Xin HuangQing Zhang, Shan-Nen Bong and Shan-Nen BongHon Sang Lee is 3/14/F, China Certification and Inspection Building, No. 7, Zhiheng Industrial Park, No. 15, Guankou6 Keji South 12th Road, 2, Anle Community, Nantou Street, Nanshan District, Shenzhen, Guangdong 518052,518057, People’s Republic of China. Mr. Kwok Hin Tang’s business address is 10/F, Fung House, 19-20 Connaught Road Central, Hong Kong. Ms. Siqi Liu’s business address is Room 747, 7th Floor, SCC Building A, Nanshan District, Shenzhen, People’s Republic of China. Mr. John Tiong Lu Koh’s business address is 279 River Valley Road, #05-01, Singapore 238320. Mr. Peter Si Ngai Yeung’s business address is 5A Block 3, The Morning Glory, 1 Lok Ha Square, Shatin, Hong Kong.

(1)

Represents (i) 7,100,000 Class A common shares and 17,000,189 Class B common shares held by KK Mobile Limited, a British Virgin Islands company, and (ii) 94,000107,000 ADSs, representing 62,66671,333 Class A common shares, owned by Mr. Weidong Luo. KK Mobile Limited is wholly owned by Mr. Weidong Luo. The registered address of KK Mobile Limited is Unit 8, 3/F., Qwomar Trading Complex, Blacburne Road, Port Purcell, Road Town, Tortola, British Virgin Islands.

(2)

Represents 3,816,026the Class A common shares held by Elite Bright International Limited, a British Virgin Islands company, and 1,186,030 Class A common shares that Mr. Fei ChenQing Zhang has the right to acquire upon exercise of share options within 60 days after February 28, 2019. Elite Bright International Limited is wholly owned by Mr. Fei Chen. The registered address of Elite Bright International Limited is Akara Bldg, 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.2023.

(3)

Represents the Class A common shares Mr. Xin Huang has the right to acquire upon exercise of share options within 60 days after February 28, 2019.

(4)

Represents the Class A common shares Mr. Shan-Nen Bong has the right to acquire upon exercise of share options within 60 days after February 28, 2019.2023.

(4)

Represents the Class A common shares held by Mr. Kwok Hin Tang.

(5)

Represents the Class A common shares held by Mr. John Tiong Lu Koh.

(6)

Represents the Class A common shares held by Mr. Peter Si Ngai Yeung.

(7)

Represents 7,100,000 Class A common shares and 17,000,189 Class B common shares held by KK Mobile Limited.

(6)

(8)

Represents 14,306,28013,825,461 Class A common shares and 385,000425,310 ADSs, representing 256,666283,540 Class A common shares, directly held by Mandra iBase Limited, a British Virgin Islands company, and 425,128 Class A common shares issuable to Mandra iBase Limited upon the conversion of the three-year convertible note in the principal amount of US$5.0 million issued in April 2018, at an assumed initial conversion price of US$11.7612 per common share, as reported on the Schedule 13G filed by Mandra iBase Limited and affiliated parties on February 11, 2019.2022. The registered address of Mandra iBase Limited is 3rd Floor J&C Building, PO Box 933, Road Town, Tortola, British Virgin

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Islands, VG1110. Mandra iBase Limited is wholly owned by Beansprouts Ltd., a British Virgin Islands company. The shareholders of Beansprouts Ltd. are Bing How Mui and Song Yi Zhang, each holding 50% of the issued and outstanding share capital of Beansprouts Ltd.

132


(7)

(9)

Represents (i) 7,318,7803,686,157 Class A common shares held by Elite Bright International Limited, a British Virgin Islands company, and 957,450 Class A common shares that Mr. Fei Chen has the right to acquire upon exercise of share options within 60 days after February 28, 2023, as reported on the Schedule 13G/A filed by Fei Chen on February 2, 2023. Elite Bright International Limited is wholly owned by Mr. Fei Chen. The registered address of Elite Bright International Limited is Akara Bldg, 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.

(10)

Represents (i) 4,362,710 Class A common shares held by IDG-Accel China Growth Fund III L.P., a Cayman Islands limited partnership, and (ii) 518,860309,296 Class A common shares held by IDG-Accel China III Investors L.P., a Cayman Islands limited partnership, as reported on the Schedule 13G filed by IDG-Accel China Growth Fund III L.P., IDG-Accel China III Investors L.P., and affiliated parties on February 11, 2019.25, 2022. The general partner of IDG-Accel China Growth Fund III L.P. is IDG-Accel China Growth Fund III Associates L.P., and the general partner of IDG-Accel China Growth Fund III Associates L.P. is IDG-Accel China Growth Fund GP III Associates Ltd. The general partner of IDG-Accel China III Investors L.P. is IDG-Accel China Growth Fund GP III Associates Ltd. IDG-Accel China Growth Fund GP III Associates Ltd. is 50% owned by Mr. Chi Sing Ho, its largest shareholder, and the current members of its board of directors are Mr. Quan Zhou and Mr. Chi Sing Ho. The registered address of the principal business office for IDG-Accel China Growth Fund III L.P. and IDG-Accel China III Investors L.P. is 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands.Unit 5505, The Center, 99 Queen’s Road Central, Hong Kong.

(8)

(11)

Represents 6,584,370(i) 8,686,601 ADSs, representing 5,791,067 Class A common shares held by Greatest Investments Limited, a British Virgin Islands company, and 214,483(ii) 1,395 ADSs, representing 142,988930 Class A common shares, held by Fidelidade - Fidelidade—Companhia de Seguros, S.A., as reported on the Schedule 13G13G/A filed by Greatest Investments Limited, Fidelidade - Fidelidade—Companhia de Seguros, S.A. and affiliated partiesFosun International Limited on January 30, 2019. The registered address ofFebruary 3, 2023. Greatest Investments Limited is c/o Vistra Corporate Service Centre, Wickhams Cay II, Road Town, Tortola, VG110, British Virgin Islands. Greatest Investments Limited is a wholly-owned subsidiary of Fosun International Limited, company organized under the lawsInternational. Fidelidade is a majority-owned subsidiary of Fosun International. The address of the Hong Kong Special Administrative Regionprincipal business office for Greatest Investments is Maples Corporate Services (BVI) Limited of China and listed on the Main BoardKingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands. The address of the principal business office for Fidelidade is Largo do Calhariz, 30, Lisbon, Portugal. The address of the principal business office for Fosun International is Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong Stock Exchange.Kong.

(9)

(12)

Represents 5,900,0444,448,008 Class A common shares beneficially owned by FIL Limited, as reported on the Schedule 13G13G/A filed by FIL Limited and affiliated parties on February 13, 2019.9, 2023. The address of FIL Limited is Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda, HM19.

(10)

Represents 3,816,026 Class A common shares held by Elite Bright International Limited, a British Virgin Islands company.

To our knowledge, as of February 28, 2019, 7,449,5802023, 42,404,716 of our Class A common shares were held by one record holder in the United States, which was The Bank of New York Mellon, the depositary of the ADS program. The number of beneficial owners of the ADSs in the United States is likely to be much larger than the number of record holders of our common shares in the United States.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.

F.

Major ShareholdersDisclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

Not applicable.

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 ourthe Variable Interest Entity and its Shareholders

See “Item 4. Information on the Company—C. Organizational Structure.”

Shareholders Agreement and Registration Rights

We entered into our shareholders agreement on May 10, 2017 with our shareholders, which consist of holders of common shares and preferred shares. The shareholders agreement provides for certain special rights, including right of first refusal, co-sale rights, preemptive rights and contains provisions governing the board of directors and other corporate governance matters. Those special rights, as well as the corporate governance provisions, have automatically terminated upon the completion of our initial public offering.

Registration Rights Granted to ShareholdersEmployment Agreements and Indemnification Agreements

We have grantedentered 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 registration rightsacts 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 shareholders underdetriment, 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 shareholders agreement. Set forth below is a descriptionexecutive officer as expressly required by applicable law of the registration rights.

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Demand Registration Rights. Atjurisdiction 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 earliertermination or expiry of (i) January 1, 2020his or (ii)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 closinglast 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.

2014 Stock Incentive Plan

In July 2014, our shareholders and board of directors adopted the 2014 Stock Incentive Plan, which we refer to as the 2014 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 Class A common shares that may be issued pursuant to all awards under the 2014 Plan is 5,500,000 Class A common shares. As of February 28, 2023, options to purchase 2,649,439 Class A common shares had been granted and were outstanding under the 2014 Plan, excluding awards that were exercised, forfeited or canceled after the relevant grant dates. The following paragraphs summarize the terms of the 2014 Plan.

Types of Awards. The plan permits the awards of options, restricted shares and restricted share units or other right or benefit under the plan.

Plan Administration. The board of directors or a committee designated by the board of directors acts as the plan administrator. The plan administrator will determine the participants who are to receive awards, the type or types of awards to be granted, the number of awards to be granted, and the terms and conditions of each award grant. The plan administrator can amend outstanding awards and interpret the terms of the 2014 Plan and any award agreement.

Award Agreement. Awards granted under the 2014 Plan are evidenced by an award agreement that sets forth the terms and conditions for each grant.

125


Exercise Price. The exercise price of an initial public offering, holdersaward will be determined by the plan administrator. In certain circumstances, such as a recapitalization, a spin-off, reorganization, merger, separation and split-up, the plan administrator may adjust the exercise price of at least 50%outstanding options and share appreciation rights.

Eligibility. We may grant awards to our employees, consultants, and all members of the preferred shares (or common shares issued on conversionboard of preferred shares) then outstanding or Mandra iBase Limited has the right to demand that we file a registration statement covering at least 20% (or any lesser percentage if the anticipated gross proceeds to us from such proposed offering would exceed US$5.0 million)directors.

Term of the registrable securities. We haveAwards. The term of each share award granted under the right to defer filing of a registration statement for a period of2014 Plan may not more than 90 days (except for a registration statement on Form F-3, which shall be 60 days)exceed ten years after the receiptdate of grant.

Vesting Schedule. In general, the request ofplan administrator determines the initiating holders if we furnish to the holders requesting registration a certificate signed by our chief executive officer stating thatvesting schedule, which is set forth in the good faith judgmentrelevant award agreement.

Transfer Restrictions. Awards may not be transferred in any manner by the recipient other than by will or the laws of descent and distribution, except as otherwise provided by the plan administrator.

Termination. The plan shall terminate in July 2024, provided that our board of directors it would be materially detrimental to usmay terminate the plan at any time and for any reason.

2017 Stock Incentive Plan

In March 2017, our shareholders for such registration statementand board of directors adopted the 2017 Stock Incentive Plan, which we refer to as the 2017 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 Class A common shares that may be issued pursuant to all awards under the 2017 Plan, as amended, is 6,015,137 Class A common shares. As of February 28, 2023, options to purchase 4,443,197 Class A common shares and 199,964 restricted share units had been granted and were outstanding under the 2017 Plan, excluding awards that were exercised, forfeited or canceled after the relevant grant dates.

The following paragraphs summarize the terms of the 2017 Plan.

Types of Awards. The plan permits the awards of options, restricted shares and restricted share units or other right or benefit under the plan.

Plan Administration. The board of directors or a committee designated by the board of directors acts as the plan administrator. The plan administrator will determine the participants who are to receive awards, the type or types of awards to be filed at such time. However, we cannot exercise the deferral right more than once in any 12-month period. We are obligated to effect no more than two demand registrations, other than demand registration to be effected pursuant to registration statement on Form F-3, for which an unlimited number of demand registrations shall be permitted.

Piggyback Registration Rights. If we propose to file a registration statement for a public offering of our securities, we must offer our shareholders an opportunity to include in the registration all or any part of the registrable securities held by such holders. If the managing underwriters of any underwritten offering determine in good faith that marketing factors require a limitation ofgranted, the number of sharesawards to be underwritten,granted, and the underwritersterms and conditions of each award grant. The plan administrator can amend outstanding awards and interpret the terms of the 2017 Plan and any award agreement.

Award Agreement. Awards granted under the 2017 Plan are evidenced by an award agreement that sets forth the terms and conditions for each grant.

Exercise Price. The exercise price of an award will be determined by the plan administrator. In certain circumstances, such as a recapitalization, a spin-off, reorganization, merger, separation and split-up, the plan administrator may (i)adjust the exercise price of outstanding options and share appreciation rights.

Eligibility. We may grant awards to our employees, consultants, and all members of the board of directors.

Term of the Awards. The term of each share award granted under the 2017 Plan may not exceed ten years after the date of grant.

Vesting Schedule. In general, the plan administrator determines the vesting schedule, which is set forth in the eventrelevant award agreement.

Transfer Restrictions. Awards may not be transferred in any manner by the offering isrecipient other than by will or the initial public offering, exclude fromlaws of descent and distribution, except as otherwise provided by the underwritten offering allplan administrator.

Termination. The plan shall terminate in March 2027, provided that our board of directors may terminate the registrable securities (so longplan at any time and for any reason.

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2021 Share Incentive Plan

In December 2021, our board of directors adopted the 2021 Share Incentive Plan, which we refer to as the only securities included2021 Plan in such offeringthis 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 Class A common shares that may be issued pursuant to all awards under the 2021 Plan is 4,000,000 Class A common shares. As of February 28, 2023, we have not granted any awards under the 2021 Plan. As of February 28, 2023, options to purchase 1,698,004 Class A common shares had been granted and were outstanding under the 2021 Plan, excluding awards that were exercised, forfeited or canceled after the relevant grant dates.

Types of Awards. The plan permits the awards of options, restricted shares and restricted share units or other right or benefit under the plan.

Plan Administration. The board of directors or a committee designated by the board of directors acts as the plan administrator. The plan administrator will determine the participants who are those sold by us),to receive awards, the type or (ii) otherwise exclude up to 75%types of the registrable securities requestedawards to be registered but only after first excluding all other equity interests from the registration and underwritten offering and so long asgranted, the number of registrable securitiesawards to be includedgranted, and the terms and conditions of each award grant. The plan administrator can establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the plan and interpret the terms of the 2021 Plan and any award agreement.

Award Agreement. Awards granted under the 2021 Plan are evidenced by an award agreement that sets forth the terms and conditions for each grant.

Exercise Price. The exercise price of an award will be determined by the plan administrator and set forth in the registration is allocated among all holders onaward agreement which may be a pro rata basis.

Form F-3 Registration Rights. Our shareholders may request us in writingfixed price or a variable price related to file an unlimited number of registration statements on Form F-3 so long as such registration offerings are in excess of US$500,000. We shall effect the registrationfair market value of the securities on Form F-3 as soon as practicable, exceptshares. The exercise price per share subject to an option may be amended or adjusted in certain circumstances.

Expenses of Registration. We will bear all registration expenses, other than underwriting discounts and selling commissions, and fees for special counselthe absolute discretion of the holders participating in such registration, incurred in connection with any demand, piggyback or Form F-3 registration.plan administrator, the determination of which shall be final, binding and conclusive.

TerminationEligibility. We may grant awards to our employees, consultants, and board of Registration Rights. Our shareholders’ registration rights will terminate ondirectors, as determined by the earlierplan administrator.

Term of (i) the date that is fiveAwards. The term of each share award granted under the 2021 Plan may not exceed ten years after the closingdate of an initial public offering, and (ii) with respect to any shareholder, whengrant.

Vesting Schedule. In general, the registrable securities proposed toplan administrator determines the vesting schedule, which is set forth in the relevant award agreement.

Transfer Restrictions. Awards may not be sold by such shareholder may then be sold without registrationtransferred in any 90-day period pursuantmanner by the recipient other than transfer to Rule 144the Company or by will or the laws of descent and distribution, except as otherwise provided by the plan administrator.

Termination. The plan shall terminate in December 2031, provided that our board of directors may terminate the plan at any time and for any reason.

127


The following table summarizes, as of February 28, 2023, the awards granted under the Securities Act.

Issuance of Convertible Notes

On April 17, 2018, we issued zero coupon non-guaranteed and unsecured convertible notes due 2021 in2014 Plan, the principal amount of US$35.0 million, of which US$30.0 million is held by Mercer Investments (Singapore) Pte. Ltd., an indirectly wholly-owned subsidiary of The Goldman Sachs Group, Inc., and US$5.0 million is held by Mandra iBase Limited, one of our existing shareholders. The convertible notes are non-interest bearing, except when, subject to certain exceptions, an event of default occurs, such as failure to make any payment due on the due date,2017 Plan and the majority noteholders have, in their sole discretion, accelerated their convertible notes by giving notice2021 Plan to usour directors and executive officers, excluding awards that theirwere exercised, forfeited or canceled after the relevant grant dates.

Name

Common Shares
Underlying Options
and Restricted
Share Units
Exercise
Price

(US$/Share)
Date of GrantDate of Expiration

Qing Zhang

*—   
Between June 2, 2020 and
March 15, 2022
 
 
 
Between June 2, 2030 and
March 15, 2032
 
 

Shan-Nen Bong

*0.00 to 2.876 
Between November 13, 2017
and March 15, 2022
 
 
 
Between November 13, 2027
and March 15, 2032
 
 

Kwok Hin Tang

*(1)—   
Between April 1, 2019 and
June 27, 2022
 
 
 
Between April 1, 2029 and
June 27, 2032
 
 

John Tiong Lu Koh

*(1)—   
Between September 4, 2018
and December 23, 2022
 
 
 
Between September 4, 2028
and December 23, 2032
 
 

Peter Si Ngai Yeung

*(1)—   
Between September 4, 2018
and December 23, 2022
 
 
 
Between September 4, 2028
and December 23, 2032
 
 

Hon Sang Lee

*(1)—   
Between May 7, 2020 and
June 27, 2022
 
 
 
Between May 7, 2030 and
June 27, 2032
 
 

All directors and executive officers as a group

770,785

Notes:

*

Aggregate number of shares represented by all grants of options and restricted share units to the person accounts for less than 1% of our total outstanding common shares as of the date of February 28, 2023.

(1)

Represents restricted share units.

As of February 28, 2023, other employees as a group held outstanding notes are due and repayable. In such event, we will be requiredoptions to pay interest at a simple interest rate of 15% per annum on the aggregate outstanding principal amount of the convertible notes. Holders of the convertible notes may, at their discretion during a period starting from the issue date of the notes until seven days prior to the maturity of the notes, subject to certain exceptions, convert the notes intopurchase 8,219,819 Class A common shares of our company, at a weighted average exercise price of US$1.08 per share.

C.

Board Practices

Our board of directors consists of five directors. A director is not required to hold any shares in our company by way of qualification. A director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with our company is required to declare the thennature of his interest at a meeting of our directors. A director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he may be interested therein, and if he does so his vote shall be counted and he shall be counted in the quorum at any meeting of our directors at which any such contract or transaction or proposed contract or transaction is considered. The directors may exercise all the powers of the company to raise or borrow money and to 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 our 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.

As of the date of this annual report, three out of five of our directors meet the “independence” definition under the Nasdaq Stock Market Rules. See “Item 16G. Corporate Governance.”

Committees of the Board of Directors

We have established three committees under the board of directors: an audit committee, a compensation committee and a nominating and corporate governance committee. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.

Audit Committee. Our audit committee consists of Mr. John Tiong Lu Koh. Mr. Peter Si Ngai Yeung and Mr. Hon Sang Lee. Mr. Koh is the chairman of our audit committee. We have determined that Mr. Koh, Mr. Yeung and Mr. Lee satisfy the “independence” requirements of Rule 5605(c)(2) of the Nasdaq Stock Market Rules and Rule 10A-3 under the Exchange Act. We have determined that Mr. Koh 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;

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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.

Compensation Committee. Our compensation committee consists of Mr. John Tiong Lu Koh, Mr. Peter Si Ngai Yeung and Mr. Hon Sang Lee. Mr. Koh is the chairman of our compensation committee. We have determined that Mr. Koh, Mr. Yeung and Mr. Lee satisfy 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.

Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of Mr. Peter Si Ngai Yeung, Mr. John Tiong Lu Koh and Mr. Hon Sang Lee. Mr. Yeung is the chairman of our nominating and corporate governance committee. We have determined that Mr. Yeung, Mr. Koh and Mr. Lee satisfy 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 conversion price, whichlaws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.

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Duties of Directors

Under Cayman Islands law, our directors owe fiduciary duties to our company, including a duty of loyalty, 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 exercise skills they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his 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. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association, as amended and restated from time to time. Our company has the right to seek damages if a duty owed by our directors is initially US$11.7612 per commonbreached. In certain limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached.

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 and extraordinary 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.

Terms of Directors and Officers

Our officers are appointed by and serve at the discretion of the board of directors. Our directors are not subject to certain anti-dilution adjustments. Assuming alla term of office, unless expressly specified in a written agreement between the notesdirector and our company, and hold office until such time as they are convertedremoved from office by ordinary resolution of the shareholders or by the board. The office of a director shall be vacated if, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found to be or becomes of unsound mind; (iii) resigns his office by notice in writing to our company; (iv) without special leave of absence from our board of directors, is absent from meetings of our board of directors for three consecutive meetings and the board of directors resolves that his office be vacated; or (v) is removed from office pursuant to our memorandum and articles of association.

Board Diversity Matrix

Board Diversity Matrix (As of February 28, 2023)

Country of Principal Executive Offices

PRC

Foreign Private Issuer

Yes

Disclosure Prohibited Under Home Country Law

No

Total Number of Directors

5

   Female   Male   Non-Binary   Did Not
Disclose
Gender
 

Part I: Gender Identity

        

Directors

   0    5    0    0 

Part II: Demographic Background

        

Underrepresented Individual in Home Country Jurisdiction

       0   

LGBTQ+

       0   

Did Not Disclose Demographic Background

       0   

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D.

Employees

We had a total of 568, 541 and 460 employees as of December 31, 2020, 2021 and 2022, respectively. The following table gives a breakdown of our employees as of December 31, 2022, by function:

Function:Number

Research and Development

188

Sales and Marketing

174

General and Administrative

73

Cost of Revenue

25

Total

460

As of December 31, 2022, we had 296 employees based in our headquarters in Shenzhen and a total of 164 employees in Beijing, Shanghai, Guangzhou, Chengdu and Wuhan.

Our employees, who are energetic and aged below 30 on average, drive the rapid growth of our business.

We devote management and organizational focus and resources to ensure that our culture and brand remain highly attractive to potential and existing employees. We have established comprehensive training programs that cover topics such as our corporate culture, employee rights and responsibilities, team-building, professional behavior and job performance.

Under regulations of mainland China, we are required to participate in and make contributions to housing funds and various employee social security plans that are organized by applicable local municipal and provincial governments, including pension, medical, work-related injury and unemployment benefit plans. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Failure to make adequate contributions to various employee benefit plans as required by the regulations of mainland China may subject us to penalties.” Bonuses are generally discretionary and based in part on employee performance and in part on the overall performance of our business. We have granted, and plan to continue to grant, share-based incentive awards to our employees in the future to incentivize their contributions to our growth and development.

We enter into standard labor contracts with our employees. We also enter into standard confidentiality agreements with our senior managements that contain non-compete restrictions.

We believe that we maintain a good working relationship with our employees, and we have not experienced any major labor disputes. None of our employees are represented by labor unions.

E.

Share Ownership

Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our common shares as of February 28, 2023 by:

each of our directors and executive officers; and

each person known to us to own beneficially more than 5% of our total outstanding shares.

The calculations in the table below are based on 79,796,189 common shares outstanding on an as-converted basis, consisting of 62,796,000 Class A common shares (excluding treasury shares) and 17,000,189 Class B common shares, as of February 28, 2023, excluding 8,990,604 Class A common shares issuable upon the exercise of outstanding share options and vesting of restricted shares and restricted share units granted under our 2014 Stock Incentive Plan, 2017 Stock Incentive Plan and 2021 Share Incentive Plan.

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.

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   Common Shares Beneficially Owned 
   Class A
common
shares
   Class B
common
shares
   Total common
shares
   Percentage of
total common
shares
  Percentage of
aggregate
voting power†
 

Directors and Executive Officers:**

         

Weidong Luo(1)

   7,171,333    17,000,189    24,171,522    30.3  76.1

Qing Zhang(2)

   *    —      *    *   * 

Shan-Nen Bong(3)

   *    —      *    *   * 

Kwok Hin Tang(4)

   *    —      *    *   * 

Hon Sang Lee

   —      —      —      —     —   

John Tiong Lu Koh(5)

   *    —      *    *   * 

Peter Si Ngai Yeung(6)

   *    —      *    *   * 

All Directors and Executive Officers as a Group

   7,853,713    17,000,189    24,853,902    31.1  76.4

Principal Shareholders:

         

KK Mobile Limited(7)

   7,100,000    17,000,189    24,100,189    30.2  76.1

Mandra iBase Limited(8)

   14,109,001    —      14,109,001    17.7  6.1

Fei Chen(9)

   4,643,607    —      4,643,607    5.8  2.0

Entities affiliated with

IDG-Accel(10)

   4,672,006    —      4,672,006    5.9  2.0

Fosun International Limited(11)

   5,791,997    —      5,791,997    7.3  2.5

FIL Limited(12)

   4,448,008    —      4,448,008    5.6  1.9

Notes:

For each person or group included in this column, percentage of total voting power represents voting power based on both Class A and Class B common shares held by such person or group with respect to all outstanding shares of our Class A and Class B common shares as a single class. Each holder of our Class A common shares is entitled to one vote per share. Each holder of our Class B common shares is entitled to ten votes per share. Our Class B common shares are convertible at any time by the holder into Class A common shares on a one-for-one basis.

*

Aggregate number of shares accounts for less than 1% of our total outstanding common shares and aggregate voting power.

**

The business address of Messrs. Weidong Luo, Qing Zhang, Shan-Nen Bong and Hon Sang Lee is 14/F, China Certification and Inspection Building, No. 6 Keji South 12th Road, Nanshan District, Shenzhen, Guangdong 518057, People’s Republic of China. Mr. Kwok Hin Tang’s business address is 10/F, Fung House, 19-20 Connaught Road Central, Hong Kong. Mr. John Tiong Lu Koh’s business address is 279 River Valley Road, #05-01, Singapore 238320. Mr. Peter Si Ngai Yeung’s business address is 5A Block 3, The Morning Glory, 1 Lok Ha Square, Shatin, Hong Kong.

(1)

Represents (i) 7,100,000 Class A common shares and 17,000,189 Class B common shares held by KK Mobile Limited, a British Virgin Islands company, and (ii) 107,000 ADSs, representing 71,333 Class A common shares, owned by Mr. Weidong Luo. KK Mobile Limited is wholly owned by Mr. Weidong Luo. The registered address of KK Mobile Limited is Unit 8, 3/F., Qwomar Trading Complex, Blacburne Road, Port Purcell, Road Town, Tortola, British Virgin Islands.

(2)

Represents the Class A common shares Mr. Qing Zhang has the right to acquire upon exercise of share options within 60 days after February 28, 2023.

(3)

Represents the Class A common shares Mr. Shan-Nen Bong has the right to acquire upon exercise of share options within 60 days after February 28, 2023.

(4)

Represents the Class A common shares held by Mr. Kwok Hin Tang.

(5)

Represents the Class A common shares held by Mr. John Tiong Lu Koh.

(6)

Represents the Class A common shares held by Mr. Peter Si Ngai Yeung.

(7)

Represents 7,100,000 Class A common shares and 17,000,189 Class B common shares held by KK Mobile Limited.

(8)

Represents 13,825,461 Class A common shares and 425,310 ADSs, representing 283,540 Class A common shares, directly held by Mandra iBase Limited, a British Virgin Islands company, as reported on the Schedule 13G filed by Mandra iBase Limited and affiliated parties on February 11, 2022. The registered address of Mandra iBase Limited is 3rd Floor J&C Building, PO Box 933, Road Town, Tortola, British Virgin Islands, VG1110. Mandra iBase Limited is wholly owned by Beansprouts Ltd., a British Virgin Islands company. The shareholders of Beansprouts Ltd. are Bing How Mui and Song Yi Zhang, each holding 50% of the issued and outstanding share capital of Beansprouts Ltd.

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(9)

Represents 3,686,157 Class A common shares held by Elite Bright International Limited, a British Virgin Islands company, and 957,450 Class A common shares that Mr. Fei Chen has the right to acquire upon exercise of share options within 60 days after February 28, 2023, as reported on the Schedule 13G/A filed by Fei Chen on February 2, 2023. Elite Bright International Limited is wholly owned by Mr. Fei Chen. The registered address of Elite Bright International Limited is Akara Bldg, 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.

(10)

Represents (i) 4,362,710 Class A common shares held by IDG-Accel China Growth Fund III L.P., a Cayman Islands limited partnership, and (ii) 309,296 Class A common shares held by IDG-Accel China III Investors L.P., a Cayman Islands limited partnership, as reported on the Schedule 13G filed by IDG-Accel China Growth Fund III L.P. and affiliated parties on February 25, 2022. The general partner of IDG-Accel China Growth Fund III L.P. is IDG-Accel China Growth Fund III Associates L.P., and the general partner of IDG-Accel China Growth Fund III Associates L.P. is IDG-Accel China Growth Fund GP III Associates Ltd. The general partner of IDG-Accel China III Investors L.P. is IDG-Accel China Growth Fund GP III Associates Ltd. IDG-Accel China Growth Fund GP III Associates Ltd. is 50% owned by Mr. Chi Sing Ho, its largest shareholder, and the current members of its board of directors are Mr. Quan Zhou and Mr. Chi Sing Ho. The address of the principal business office for IDG-Accel China Growth Fund III L.P. and IDG-Accel China III Investors L.P. is Unit 5505, The Center, 99 Queen’s Road Central, Hong Kong.

(11)

Represents (i) 8,686,601 ADSs, representing 5,791,067 Class A common shares held by Greatest Investments Limited, a British Virgin Islands company, and (ii) 1,395 ADSs, representing 930 Class A common shares, held by Fidelidade—Companhia de Seguros, S.A., as reported on the Schedule 13G/A filed by Greatest Investments Limited, Fidelidade—Companhia de Seguros, S.A. and Fosun International Limited on February 3, 2023. Greatest Investments is a wholly-owned subsidiary of Fosun International. Fidelidade is a majority-owned subsidiary of Fosun International. The address of the principal business office for Greatest Investments is Maples Corporate Services (BVI) Limited of Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands. The address of the principal business office for Fidelidade is Largo do Calhariz, 30, Lisbon, Portugal. The address of the principal business office for Fosun International is Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong.

(12)

Represents 4,448,008 Class A common shares beneficially owned by FIL Limited, as reported on the Schedule 13G/A filed by FIL Limited and affiliated parties on February 9, 2023. The address of FIL Limited is Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda, HM19.

To our knowledge, as of February 28, 2023, 42,404,716 of our Class A common shares at this initial conversion price, we would issue 2,550,769 and 425,128 Class Awere held by one record holder in the United States, which was The Bank of New York Mellon, the depositary of the ADS program. The number of beneficial owners of the ADSs in the United States is likely to be much larger than the number of record holders of our common shares in the United States.

F.

Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

Not applicable.

Item 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.

Major Shareholders

Please refer to Mercer Investments (Singapore) Pte. Ltd.“Item 6. Directors, Senior Management and Mandra iBase Limited, respectively.Employees—E. Share Ownership.”

Investor Rights

B.

Related Party Transactions

Contractual Arrangements with the Variable Interest Entity and its Shareholders

See “Item 4. Information on the Company—C. Organizational Structure.”

Shareholders Agreement and Registration Rights

In connection with the issuance of convertible notes to Mercer Investments (Singapore) Pte. Ltd. and Mandra iBase Limited on April 17, 2018, weWe entered into an investor rightsour shareholders agreement on the same date.May 10, 2017 with our shareholders, which consist of holders of common shares and preferred shares. The investor rightsshareholders agreement provides for certain special rights, to the investorsincluding right of first refusal, co-sale rights, preemptive rights and contains provisions governing the board of directors and other corporate governance matters. Those special rights, as well as the corporate governance provisions, have automatically terminated upon the completion of our initial public offering.

We have granted certain registration rights to the holders of our convertible notes under the investor rights agreement. Set forth below is a description of the registration rights.

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Table of Contents

Demand Registration Rights. At any time after the date that is 12 months after the closing of an initial public offering, holders of at least 50% of the convertible notes (or shares issued on conversion of the notes) then outstanding have the right to demand that we file a registration statement covering at least 20% (or any lesser percentage if the anticipated gross proceeds to us from such proposed offering would exceed US$5.0 million) of the registrable securities. We have the right to defer filing of a registration statement for a period of not more than 90 days (except for a registration statement on Form F-3, which shall be 60 days) after the receipt of the request of the initiating holders if we furnish to the holders requesting registration a certificate signed by our chief executive officer stating that in the good faith judgment of our board of directors, it would be materially detrimental to us and our shareholders for such registration statement to be filed at such time. However, we cannot exercise the deferral right more than once in any 12-month period. We are obligated to effect no more than two demand registrations, other than demand registration to be effected pursuant to registration statement on Form F-3, for which an unlimited number of demand registrations shall be permitted.

Piggyback Registration Rights. If we propose to file a registration statement for a public offering of our securities, we must offer holders of our convertible notes an opportunity to include in the registration all or any part of the registrable securities held by such holders. If the managing underwriters of any underwritten offering determine in good faith that marketing factors require a limitation of the number of shares to be underwritten, the underwriters may (i) in the event the offering is the first initial public offering, exclude from the underwritten offering all of the registrable securities (so long as the only securities included in such offering are those sold by us), or (ii) otherwise exclude up to 75% of the registrable securities requested to be registered but only after first excluding all other equity interests from the registration and underwritten offering and so long as the number of registrable securities to be included in the registration is allocated among all holders on a pro rata basis.

Form F-3 Registration Rights. Our noteholders may request us in writing to file an unlimited number of registration statements on Form F-3 so long as such registration offerings are in excess of US$500,000. We shall effect the registration of the securities on Form F-3 as soon as practicable, except in certain circumstances.

Expenses of Registration. We will bear all registration expenses, other than underwriting discounts and selling commissions, and fees for special counsel of the holders participating in such registration, incurred in connection with any demand, piggyback or Form F-3 registration.

Termination of Registration Rights. Our noteholders’ registration rights will terminate on the earlier of (i) the date that is five years after the closing of an initial public offering, and (ii) with respect to any convertible noteholder, when the registrable securities proposed to be sold by such holder may then be sold without registration in any 90-day period pursuant to Rule 144 under the Securities Act.

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.

2014 Stock Incentive Plan

In July 2014, our shareholders and board of directors adopted the 2014 Stock Incentive Plan, which we refer to as the 2014 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 Class A common shares that may be issued pursuant to all awards under the 2014 Plan is 5,500,000 Class A common shares. As of February 28, 2023, options to purchase 2,649,439 Class A common shares had been granted and were outstanding under the 2014 Plan, excluding awards that were exercised, forfeited or canceled after the relevant grant dates. The following paragraphs summarize the terms of the 2014 Plan.

Types of Awards. The plan permits the awards of options, restricted shares and restricted share units or other right or benefit under the plan.

Plan Administration. The board of directors or a committee designated by the board of directors acts as the plan administrator. The plan administrator will determine the participants who are to receive awards, the type or types of awards to be granted, the number of awards to be granted, and the terms and conditions of each award grant. The plan administrator can amend outstanding awards and interpret the terms of the 2014 Plan and any award agreement.

Award Agreement. Awards granted under the 2014 Plan are evidenced by an award agreement that sets forth the terms and conditions for each grant.

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Exercise Price. The exercise price of an award will be determined by the plan administrator. In certain circumstances, such as a recapitalization, a spin-off, reorganization, merger, separation and split-up, the plan administrator may adjust the exercise price of outstanding options and share appreciation rights.

Eligibility. We may grant awards to our employees, consultants, and all members of the board of directors.

Term of the Awards. The term of each share award granted under the 2014 Plan may not exceed ten years after the date of grant.

Vesting Schedule. In general, the plan administrator determines the vesting schedule, which is set forth in the relevant award agreement.

Transfer Restrictions. Awards may not be transferred in any manner by the recipient other than by will or the laws of descent and distribution, except as otherwise provided by the plan administrator.

Termination. The plan shall terminate in July 2024, provided that our board of directors may terminate the plan at any time and for any reason.

2017 Stock Incentive Plan

In March 2017, our shareholders and board of directors adopted the 2017 Stock Incentive Plan, which we refer to as the 2017 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 Class A common shares that may be issued pursuant to all awards under the 2017 Plan, as amended, is 6,015,137 Class A common shares. As of February 28, 2023, options to purchase 4,443,197 Class A common shares and 199,964 restricted share units had been granted and were outstanding under the 2017 Plan, excluding awards that were exercised, forfeited or canceled after the relevant grant dates.

The following paragraphs summarize the terms of the 2017 Plan.

Types of Awards. The plan permits the awards of options, restricted shares and restricted share units or other right or benefit under the plan.

Plan Administration. The board of directors or a committee designated by the board of directors acts as the plan administrator. The plan administrator will determine the participants who are to receive awards, the type or types of awards to be granted, the number of awards to be granted, and the terms and conditions of each award grant. The plan administrator can amend outstanding awards and interpret the terms of the 2017 Plan and any award agreement.

Award Agreement. Awards granted under the 2017 Plan are evidenced by an award agreement that sets forth the terms and conditions for each grant.

Exercise Price. The exercise price of an award will be determined by the plan administrator. In certain circumstances, such as a recapitalization, a spin-off, reorganization, merger, separation and split-up, the plan administrator may adjust the exercise price of outstanding options and share appreciation rights.

Eligibility. We may grant awards to our employees, consultants, and all members of the board of directors.

Term of the Awards. The term of each share award granted under the 2017 Plan may not exceed ten years after the date of grant.

Vesting Schedule. In general, the plan administrator determines the vesting schedule, which is set forth in the relevant award agreement.

Transfer Restrictions. Awards may not be transferred in any manner by the recipient other than by will or the laws of descent and distribution, except as otherwise provided by the plan administrator.

Termination. The plan shall terminate in March 2027, provided that our board of directors may terminate the plan at any time and for any reason.

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2021 Share Incentive Plan

In December 2021, our board of directors adopted the 2021 Share Incentive Plan, which we refer to as the 2021 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 Class A common shares that may be issued pursuant to all awards under the 2021 Plan is 4,000,000 Class A common shares. As of February 28, 2023, we have not granted any awards under the 2021 Plan. As of February 28, 2023, options to purchase 1,698,004 Class A common shares had been granted and were outstanding under the 2021 Plan, excluding awards that were exercised, forfeited or canceled after the relevant grant dates.

Types of Awards. The plan permits the awards of options, restricted shares and restricted share units or other right or benefit under the plan.

Plan Administration. The board of directors or a committee designated by the board of directors acts as the plan administrator. The plan administrator will determine the participants who are to receive awards, the type or types of awards to be granted, the number of awards to be granted, and the terms and conditions of each award grant. The plan administrator can establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the plan and interpret the terms of the 2021 Plan and any award agreement.

Award Agreement. Awards granted under the 2021 Plan are evidenced by an award agreement that sets forth the terms and conditions for each grant.

Exercise Price. The exercise price of an award will be determined by the plan administrator and set forth in the award agreement which may be a fixed price or a variable price related to the fair market value of the shares. The exercise price per share subject to an option may be amended or adjusted in the absolute discretion of the plan administrator, the determination of which shall be final, binding and conclusive.

Eligibility. We may grant awards to our employees, consultants, and board of directors, as determined by the plan administrator.

Term of the Awards. The term of each share award granted under the 2021 Plan may not exceed ten years after the date of grant.

Vesting Schedule. In general, the plan administrator determines the vesting schedule, which is set forth in the relevant award agreement.

Transfer Restrictions. Awards may not be transferred in any manner by the recipient other than transfer to the Company or by will or the laws of descent and distribution, except as otherwise provided by the plan administrator.

Termination. The plan shall terminate in December 2031, provided that our board of directors may terminate the plan at any time and for any reason.

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The following table summarizes, as of February 28, 2023, the awards granted under the 2014 Plan, the 2017 Plan and the 2021 Plan to our directors and executive officers, excluding awards that were exercised, forfeited or canceled after the relevant grant dates.

Name

Common Shares
Underlying Options
and Restricted
Share Units
Exercise
Price

(US$/Share)
Date of GrantDate of Expiration

Qing Zhang

*—   
Between June 2, 2020 and
March 15, 2022
 
 
 
Between June 2, 2030 and
March 15, 2032
 
 

Shan-Nen Bong

*0.00 to 2.876 
Between November 13, 2017
and March 15, 2022
 
 
 
Between November 13, 2027
and March 15, 2032
 
 

Kwok Hin Tang

*(1)—   
Between April 1, 2019 and
June 27, 2022
 
 
 
Between April 1, 2029 and
June 27, 2032
 
 

John Tiong Lu Koh

*(1)—   
Between September 4, 2018
and December 23, 2022
 
 
 
Between September 4, 2028
and December 23, 2032
 
 

Peter Si Ngai Yeung

*(1)—   
Between September 4, 2018
and December 23, 2022
 
 
 
Between September 4, 2028
and December 23, 2032
 
 

Hon Sang Lee

*(1)—   
Between May 7, 2020 and
June 27, 2022
 
 
 
Between May 7, 2030 and
June 27, 2032
 
 

All directors and executive officers as a group

770,785

Notes:

*

Aggregate number of shares represented by all grants of options and restricted share units to the person accounts for less than 1% of our total outstanding common shares as of the date of February 28, 2023.

(1)

Represents restricted share units.

As of February 28, 2023, other employees as a group held outstanding options to purchase 8,219,819 Class A common shares of our company, at a weighted average exercise price of US$1.08 per share.

C.

Board Practices

Our board of directors consists of five directors. A director is not required to hold any shares in our company by way of qualification. A director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with our company is required to declare the nature of his interest at a meeting of our directors. A director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he may be interested therein, and if he does so his vote shall be counted and he shall be counted in the quorum at any meeting of our directors at which any such contract or transaction or proposed contract or transaction is considered. The directors may exercise all the powers of the company to raise or borrow money and to 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 our 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.

As of the date of this annual report, three out of five of our directors meet the “independence” definition under the Nasdaq Stock Market Rules. See “Item 16G. Corporate Governance.”

Committees of the Board of Directors

We have established three committees under the board of directors: an audit committee, a compensation committee and a nominating and corporate governance committee. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.

Audit Committee. Our audit committee consists of Mr. John Tiong Lu Koh. Mr. Peter Si Ngai Yeung and Mr. Hon Sang Lee. Mr. Koh is the chairman of our audit committee. We have determined that Mr. Koh, Mr. Yeung and Mr. Lee satisfy the “independence” requirements of Rule 5605(c)(2) of the Nasdaq Stock Market Rules and Rule 10A-3 under the Exchange Act. We have determined that Mr. Koh 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;

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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.

Compensation Committee. Our compensation committee consists of Mr. John Tiong Lu Koh, Mr. Peter Si Ngai Yeung and Mr. Hon Sang Lee. Mr. Koh is the chairman of our compensation committee. We have determined that Mr. Koh, Mr. Yeung and Mr. Lee satisfy 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.

Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of Mr. Peter Si Ngai Yeung, Mr. John Tiong Lu Koh and Mr. Hon Sang Lee. Mr. Yeung is the chairman of our nominating and corporate governance committee. We have determined that Mr. Yeung, Mr. Koh and Mr. Lee satisfy 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.

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Duties of Directors

Under Cayman Islands law, our directors owe fiduciary duties to our company, including a duty of loyalty, 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 exercise skills they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his 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. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association, as amended and restated from time to time. Our company has the right to seek damages if a duty owed by our directors is breached. In certain limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached.

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 and extraordinary 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.

Terms of Directors and Officers

Our officers are appointed by and serve at the discretion of the board of directors. Our directors are not subject to a term of office, unless expressly specified in a written agreement between the director and our company, and hold office until such time as they are removed from office by ordinary resolution of the shareholders or by the board. The office of a director shall be vacated if, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found to be or becomes of unsound mind; (iii) resigns his office by notice in writing to our company; (iv) without special leave of absence from our board of directors, is absent from meetings of our board of directors for three consecutive meetings and the board of directors resolves that his office be vacated; or (v) is removed from office pursuant to our memorandum and articles of association.

Board Diversity Matrix

Board Diversity Matrix (As of February 28, 2023)

Country of Principal Executive Offices

PRC

Foreign Private Issuer

Yes

Disclosure Prohibited Under Home Country Law

No

Total Number of Directors

5

   Female   Male   Non-Binary   Did Not
Disclose
Gender
 

Part I: Gender Identity

        

Directors

   0    5    0    0 

Part II: Demographic Background

        

Underrepresented Individual in Home Country Jurisdiction

       0   

LGBTQ+

       0   

Did Not Disclose Demographic Background

       0   

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D.

Employees

We had a total of 568, 541 and 460 employees as of December 31, 2020, 2021 and 2022, respectively. The following table gives a breakdown of our employees as of December 31, 2022, by function:

Function:Number

Research and Development

188

Sales and Marketing

174

General and Administrative

73

Cost of Revenue

25

Total

460

As of December 31, 2022, we had 296 employees based in our headquarters in Shenzhen and a total of 164 employees in Beijing, Shanghai, Guangzhou, Chengdu and Wuhan.

Our employees, who are energetic and aged below 30 on average, drive the rapid growth of our business.

We devote management and organizational focus and resources to ensure that our culture and brand remain highly attractive to potential and existing employees. We have established comprehensive training programs that cover topics such as our corporate culture, employee rights and responsibilities, team-building, professional behavior and job performance.

Under regulations of mainland China, we are required to participate in and make contributions to housing funds and various employee social security plans that are organized by applicable local municipal and provincial governments, including pension, medical, work-related injury and unemployment benefit plans. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Failure to make adequate contributions to various employee benefit plans as required by the regulations of mainland China may subject us to penalties.” Bonuses are generally discretionary and based in part on employee performance and in part on the overall performance of our business. We have granted, and plan to continue to grant, share-based incentive awards to our employees in the future to incentivize their contributions to our growth and development.

We enter into standard labor contracts with our employees. We also enter into standard confidentiality agreements with our senior managements that contain non-compete restrictions.

We believe that we maintain a good working relationship with our employees, and we have not experienced any major labor disputes. None of our employees are represented by labor unions.

E.

Share Ownership

Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our common shares as of February 28, 2023 by:

each of our directors and executive officers; and

each person known to us to own beneficially more than 5% of our total outstanding shares.

The calculations in the table below are based on 79,796,189 common shares outstanding on an as-converted basis, consisting of 62,796,000 Class A common shares (excluding treasury shares) and 17,000,189 Class B common shares, as of February 28, 2023, excluding 8,990,604 Class A common shares issuable upon the exercise of outstanding share options and vesting of restricted shares and restricted share units granted under our 2014 Stock Incentive Plan, 2017 Stock Incentive Plan and 2021 Share Incentive Plan.

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.

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   Common Shares Beneficially Owned 
   Class A
common
shares
   Class B
common
shares
   Total common
shares
   Percentage of
total common
shares
  Percentage of
aggregate
voting power†
 

Directors and Executive Officers:**

         

Weidong Luo(1)

   7,171,333    17,000,189    24,171,522    30.3  76.1

Qing Zhang(2)

   *    —      *    *   * 

Shan-Nen Bong(3)

   *    —      *    *   * 

Kwok Hin Tang(4)

   *    —      *    *   * 

Hon Sang Lee

   —      —      —      —     —   

John Tiong Lu Koh(5)

   *    —      *    *   * 

Peter Si Ngai Yeung(6)

   *    —      *    *   * 

All Directors and Executive Officers as a Group

   7,853,713    17,000,189    24,853,902    31.1  76.4

Principal Shareholders:

         

KK Mobile Limited(7)

   7,100,000    17,000,189    24,100,189    30.2  76.1

Mandra iBase Limited(8)

   14,109,001    —      14,109,001    17.7  6.1

Fei Chen(9)

   4,643,607    —      4,643,607    5.8  2.0

Entities affiliated with

IDG-Accel(10)

   4,672,006    —      4,672,006    5.9  2.0

Fosun International Limited(11)

   5,791,997    —      5,791,997    7.3  2.5

FIL Limited(12)

   4,448,008    —      4,448,008    5.6  1.9

Notes:

For each person or group included in this column, percentage of total voting power represents voting power based on both Class A and Class B common shares held by such person or group with respect to all outstanding shares of our Class A and Class B common shares as a single class. Each holder of our Class A common shares is entitled to one vote per share. Each holder of our Class B common shares is entitled to ten votes per share. Our Class B common shares are convertible at any time by the holder into Class A common shares on a one-for-one basis.

*

Aggregate number of shares accounts for less than 1% of our total outstanding common shares and aggregate voting power.

**

The business address of Messrs. Weidong Luo, Qing Zhang, Shan-Nen Bong and Hon Sang Lee is 14/F, China Certification and Inspection Building, No. 6 Keji South 12th Road, Nanshan District, Shenzhen, Guangdong 518057, People’s Republic of China. Mr. Kwok Hin Tang’s business address is 10/F, Fung House, 19-20 Connaught Road Central, Hong Kong. Mr. John Tiong Lu Koh’s business address is 279 River Valley Road, #05-01, Singapore 238320. Mr. Peter Si Ngai Yeung’s business address is 5A Block 3, The Morning Glory, 1 Lok Ha Square, Shatin, Hong Kong.

(1)

Represents (i) 7,100,000 Class A common shares and 17,000,189 Class B common shares held by KK Mobile Limited, a British Virgin Islands company, and (ii) 107,000 ADSs, representing 71,333 Class A common shares, owned by Mr. Weidong Luo. KK Mobile Limited is wholly owned by Mr. Weidong Luo. The registered address of KK Mobile Limited is Unit 8, 3/F., Qwomar Trading Complex, Blacburne Road, Port Purcell, Road Town, Tortola, British Virgin Islands.

(2)

Represents the Class A common shares Mr. Qing Zhang has the right to acquire upon exercise of share options within 60 days after February 28, 2023.

(3)

Represents the Class A common shares Mr. Shan-Nen Bong has the right to acquire upon exercise of share options within 60 days after February 28, 2023.

(4)

Represents the Class A common shares held by Mr. Kwok Hin Tang.

(5)

Represents the Class A common shares held by Mr. John Tiong Lu Koh.

(6)

Represents the Class A common shares held by Mr. Peter Si Ngai Yeung.

(7)

Represents 7,100,000 Class A common shares and 17,000,189 Class B common shares held by KK Mobile Limited.

(8)

Represents 13,825,461 Class A common shares and 425,310 ADSs, representing 283,540 Class A common shares, directly held by Mandra iBase Limited, a British Virgin Islands company, as reported on the Schedule 13G filed by Mandra iBase Limited and affiliated parties on February 11, 2022. The registered address of Mandra iBase Limited is 3rd Floor J&C Building, PO Box 933, Road Town, Tortola, British Virgin Islands, VG1110. Mandra iBase Limited is wholly owned by Beansprouts Ltd., a British Virgin Islands company. The shareholders of Beansprouts Ltd. are Bing How Mui and Song Yi Zhang, each holding 50% of the issued and outstanding share capital of Beansprouts Ltd.

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(9)

Represents 3,686,157 Class A common shares held by Elite Bright International Limited, a British Virgin Islands company, and 957,450 Class A common shares that Mr. Fei Chen has the right to acquire upon exercise of share options within 60 days after February 28, 2023, as reported on the Schedule 13G/A filed by Fei Chen on February 2, 2023. Elite Bright International Limited is wholly owned by Mr. Fei Chen. The registered address of Elite Bright International Limited is Akara Bldg, 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.

(10)

Represents (i) 4,362,710 Class A common shares held by IDG-Accel China Growth Fund III L.P., a Cayman Islands limited partnership, and (ii) 309,296 Class A common shares held by IDG-Accel China III Investors L.P., a Cayman Islands limited partnership, as reported on the Schedule 13G filed by IDG-Accel China Growth Fund III L.P. and affiliated parties on February 25, 2022. The general partner of IDG-Accel China Growth Fund III L.P. is IDG-Accel China Growth Fund III Associates L.P., and the general partner of IDG-Accel China Growth Fund III Associates L.P. is IDG-Accel China Growth Fund GP III Associates Ltd. The general partner of IDG-Accel China III Investors L.P. is IDG-Accel China Growth Fund GP III Associates Ltd. IDG-Accel China Growth Fund GP III Associates Ltd. is 50% owned by Mr. Chi Sing Ho, its largest shareholder, and the current members of its board of directors are Mr. Quan Zhou and Mr. Chi Sing Ho. The address of the principal business office for IDG-Accel China Growth Fund III L.P. and IDG-Accel China III Investors L.P. is Unit 5505, The Center, 99 Queen’s Road Central, Hong Kong.

(11)

Represents (i) 8,686,601 ADSs, representing 5,791,067 Class A common shares held by Greatest Investments Limited, a British Virgin Islands company, and (ii) 1,395 ADSs, representing 930 Class A common shares, held by Fidelidade—Companhia de Seguros, S.A., as reported on the Schedule 13G/A filed by Greatest Investments Limited, Fidelidade—Companhia de Seguros, S.A. and Fosun International Limited on February 3, 2023. Greatest Investments is a wholly-owned subsidiary of Fosun International. Fidelidade is a majority-owned subsidiary of Fosun International. The address of the principal business office for Greatest Investments is Maples Corporate Services (BVI) Limited of Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands. The address of the principal business office for Fidelidade is Largo do Calhariz, 30, Lisbon, Portugal. The address of the principal business office for Fosun International is Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong.

(12)

Represents 4,448,008 Class A common shares beneficially owned by FIL Limited, as reported on the Schedule 13G/A filed by FIL Limited and affiliated parties on February 9, 2023. The address of FIL Limited is Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda, HM19.

To our knowledge, as of February 28, 2023, 42,404,716 of our Class A common shares were held by one record holder in the United States, which was The Bank of New York Mellon, the depositary of the ADS program. The number of beneficial owners of the ADSs in the United States is likely to be much larger than the number of record holders of our common shares in the United States.

F.

Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

Not applicable.

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 the Variable Interest Entity and its Shareholders

See “Item 4. Information on the Company—C. Organizational Structure.”

Shareholders Agreement and Registration Rights

We entered into our shareholders agreement on May 10, 2017 with our shareholders, which consist of holders of common shares and preferred shares. The shareholders agreement provides for certain special rights, including right of first refusal, co-sale rights, preemptive rights and contains provisions governing the board of directors and other corporate governance matters. Those special rights, as well as the corporate governance provisions, have automatically terminated upon the completion of our initial public offering.

Registration Rights Granted to Shareholders

We have granted certain registration rights to our shareholders under the shareholders agreement. Set forth below is a description of the registration rights.

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Demand Registration Rights. At any time after the earlier of (i) January 1, 2020 or (ii) one year following the closing of an initial public offering, holders of at least 50% of the preferred shares (or common shares issued on conversion of preferred shares) then outstanding or Mandra iBase Limited has the right to demand that we file a registration statement covering at least 20% (or any lesser percentage if the anticipated gross proceeds to us from such proposed offering would exceed US$5.0 million) of the registrable securities. We have the right to defer filing of a registration statement for a period of not more than 90 days (except for a registration statement on Form F-3, which shall be 60 days) after the receipt of the request of the initiating holders if we furnish to the holders requesting registration a certificate signed by our chief executive officer stating that in the good faith judgment of our board of directors, it would be materially detrimental to us and our shareholders for such registration statement to be filed at such time. However, we cannot exercise the deferral right more than once in any 12-month period. We are obligated to effect no more than two demand registrations, other than demand registration to be effected pursuant to registration statement on Form F-3, for which an unlimited number of demand registrations shall be permitted.

Piggyback Registration Rights. If we propose to file a registration statement for a public offering of our securities, we must offer our shareholders an opportunity to include in the registration all or any part of the registrable securities held by such holders. If the managing underwriters of any underwritten offering determine in good faith that marketing factors require a limitation of the number of shares to be underwritten, the underwriters may (i) in the event the offering is the initial public offering, exclude from the underwritten offering all of the registrable securities (so long as the only securities included in such offering are those sold by us), or (ii) otherwise exclude up to 75% of the registrable securities requested to be registered but only after first excluding all other equity interests from the registration and underwritten offering and so long as the number of registrable securities to be included in the registration is allocated among all holders on a pro rata basis.

Form F-3 Registration Rights. Our shareholders may request us in writing to file an unlimited number of registration statements on Form F-3 so long as such registration offerings are in excess of US$500,000. We shall effect the registration of the securities on Form F-3 as soon as practicable, except in certain circumstances.

Expenses of Registration. We will bear all registration expenses, other than underwriting discounts and selling commissions, and fees for special counsel of the holders participating in such registration, incurred in connection with any demand, piggyback or Form F-3 registration.

Termination of Registration Rights. Our shareholders’ registration rights will terminate on the earlier of (i) the date that is five years after the closing of an initial public offering, and (ii) with respect to any shareholder, when the registrable securities proposed to be sold by such shareholder may then be sold without registration in any 90-day period pursuant to Rule 144 under the Securities Act.

Issuance of Convertible Notes

On April 17, 2018, we issued zero coupon non-guaranteed and unsecured convertible notes due 2021 in the principal amount of US$35.0 million, of which US$30.0 million is held by Mercer Investments (Singapore) Pte. Ltd., an indirectly wholly-owned subsidiary of The Goldman Sachs Group, Inc., and US$5.0 million is held by Mandra iBase Limited, one of our existing shareholders. The convertible notes are non-interest bearing, except when, subject to certain exceptions, an event of default occurs, such as failure to make any payment due on the due date, and the majority noteholders have, in their sole discretion, accelerated their convertible notes by giving notice to us that their outstanding notes are due and repayable. In such event, we will be required to pay interest at a simple interest rate of 15% per annum on the aggregate outstanding principal amount of the convertible notes. Holders of the convertible notes may, at their discretion during a period starting from the issue date of the notes until seven days prior to the maturity of the notes, subject to certain exceptions, convert the notes into Class A common shares of our company at the then applicable conversion price, which is initially US$11.7612 per common share, subject to certain anti-dilution adjustments. In April 2021, we fully redeemed such US$35.0 million of convertible notes.

Employment Agreements and Indemnification Agreements

See “Item 6. Directors, Senior Management and Employees—B. Compensation of Directors and Executive Officers—Employment Agreements and Indemnification Agreements.”

Share Incentive Plans

See “Item 6. Directors, Senior Management and Employees—B. Compensation of Directors and Executive Officers—2014 Stock Incentive Plan”, “Item 6. Directors, Senior Management and “2017Employees—B. Compensation of Directors and Executive Officers—2017 Stock Incentive Plan,” and “Item 6. Directors, Senior Management and Employees—B. Compensation of Directors and Executive Officers—2021 Share Incentive Plan.”

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Transactions with Our Chief Executive Officer and Related Entities

Amounts due to Our Chief Executive Officer. As of December 31, 2016 and 2017, we had amounts of RMB5.6 million and RMB5.6 million, respectively, due to Mr. Weidong Luo, our chief executive officer and chairman of our board of directors, representing the capital he contributed to fund our operations at the early stage of our development. Such amounts are interest free. We fully repaid the outstanding balance to Mr. Luo in April 2018.

Transactions with Shenzhen Weixunyitong Information Technology Co., Ltd. Shenzhen Weixunyitong Information Technology Co., Ltd., or Shenzhen Weixunyitong, engages in mobile game business, and Mr. Weidong Luo, our chief executive officer and chairman of our board of directors, has significant influence over Shenzhen Weixunyitong.

In 2016, 2017 and 2018, we provided targeted marketing services to Shenzhen Weixunyitong in the amount of RMB344,000, RMB2.8 million and RMB1.0 million (US$0.1 million), respectively. As of December 31, 2016, 2017 and 2018, we had amounts of RMB65,000, RMB0.9 million and RMB1.5 million (US$0.2 million), respectively, due from Shenzhen Weixunyitong.

87


Table of Contents

In 2016, 2017 and 2018, we purchased ad inventory from and placed ads on the game apps of Shenzhen Weixunyitong in the amount of RMB0.4 million, RMB0.7 million and RMB20.9 million (US$3.0 million), respectively. During the same periods, we also sub-leased office space from Shenzhen Weixunyitong for amounts of RMB1.2 million, RMB1.6 million and RMB0.5 million (US$69 thousand), respectively. As of December 31, 2016, 2017 and 2018, we had aggregate amounts of RMB0.5 million, RMB0.5 million and RMB8.9 million (US$1.3 million), respectively, due to Shenzhen Weixunyitong.

Transactions with Guangzhou Tianlang Network Technology Co., Ltd. Guangzhou Tianlang Network Technology Co., Ltd., or Guangzhou Tianlang, engages in advertising business, and Mr. Weidong Luo, our chief executive officer and chairman of our board of directors, has significant influence over Guangzhou Tianlang.

In 20172020, 2021 and 2018,2022, we provided certain data solutionsSAAS Businesses and targeted marketing to Guangzhou Tianlang in an amount of RMB0.8nil, RMB0.1 million and RMB1.5RMB0.4 million, (US$0.2 million).respectively. As of December 31, 20172020, 2021 and 2018,2022, we had amount of RMB0.3 millionnil, RMB35 thousand and RMB1.3 millionRMB255 thousand (US$0.2 million)37 thousand), respectively, due from Guangzhou Tianlang.

In 2016, we incurred marketing expenses of RMB0.9 million through Guangzhou Tianlang. As of December 31, 2016, 20172020, 2021 and 2018,2022, we had amountsamount of RMB0.2 million, nil, RMB54 thousand and nil, respectively, due to Guangzhou Tianlang.

Amounts due from Our Shareholders and President

Amount due from KK Mobile Limited. KK Mobile Limited is a principal shareholder of our company and wholly owned by Mr. Weidong Luo, our chief executive officer and chairman of our board of directors. As of December 31, 2016, 2017 and 2018, we had amounts of RMB26,000, RMB40,000 and nil, respectively, due from KK Mobile Limited, representing unpaid capital contribution. We received payment of the outstanding balance from the shareholder in June 2018.

Amounts due from Stable View Limited and Focus Axis Limited. Stable View Limited and Focus Axis Limited are holders of our common shares and wholly owned by Xiaodao Wang and Jiawen Fang, respectively. As of December 31, 2016, 2017 and 2018, we had amounts of RMB2,000, RMB17,000 and nil, respectively, due from each of Stable View Limited and Focus Axis Limited, representing unpaid capital contribution. We received payment of the outstanding balance from the shareholders in June 2018.

Amount due from Our President. As of December 31, 2018, we had amount of RMB1.7 million (US$0.3 million) due from our president, representing advances for business–relatedtravel expenses. We settled the outstanding balance in full with our president in March 2019.

C.

Interests of Experts and Counsel

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A.

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

We may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management’s time and attention. We are currently not a party to, and we are not aware of any threat of, any legal or administrative proceedings that, in the opinion of our management, are likely to have any material and adverse effect on our business, financial condition, cash flow or results of operations. See “Item 3. Key Information―Information—D. Risk Factors―Factors—Risks Related to Our Business and Industry―Industry—Allegations or lawsuits against us or our management may harm our reputation and business.”

Dividend Policy

Our board of directors has discretion on 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 board of directors. In either case, all dividends are subject to certain restrictions under Cayman Islands law, namely that our company may only pay dividends out of profits or share premium, and provided always 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. Even if we decide 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.

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We do not have any present plan to pay any cash dividends on our common 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 mainland China for our cash requirements, including any payment of dividends to our shareholders. PRC regulationsRegulations of mainland China may restrict the ability of our PRCmainland China subsidiaries to pay dividends to us. See Item“Item 4. Information on the Company—B. Business Overview—Regulations—Regulations on Dividend Distribution.”

If we pay any dividends on our Class A common shares, we will pay those dividends which are payable in respect of the Class A common shares underlying the ADSs to the depositary, as the registered holder of such Class A common shares, and the depositary then will pay such amounts to the ADS holders in proportion to Class A common 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 common shares, if any, will be paid in U.S. dollars.

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B.

Significant Changes

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.

Item 9.

THE OFFER AND LISTING

A.

Offering and Listing Details

The ADSs, every three of which represent two Class A common shares of ours, have been listed on Nasdaq since July 26, 2018. The ADSs trade under the symbol “JG.See “—C. Markets.

B.

Plan of Distribution

Not applicable.

C.

Markets

The ADSs, every three of which represent two Class A common shares of ours, have been listed on Nasdaq since July 26, 2018 under the symbol “JG.”

D.

Selling Shareholders

Not applicable.

E.

Dilution

Not applicable.

F.

Expenses of the Issue

Not applicable.

ITEM 10.

Item 10.

ADDITIONAL INFORMATION

A.

Share Capital

A.

Share Capital

Not applicable.

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B.

Memorandum and Articles of Association

The following are summaries of material provisions of our current amended and restated memorandum and articles of association and of the Companies Law (2018 Revision)Act (As Revised), insofar as they relate to the material terms of our common 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 Cayman Islands law.

Common Shares. Our common shares are divided into Class A common shares and Class B common shares. Holders of our Class A common shares and Class B common shares will have the same rights except for voting and conversion rights. Our common shares are issued in registered form and are issued when registered in our register of shareholders.members. We may not issue shares to bearer. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their shares.

Each Class B common share is convertible into an equal number of Class A common shares upon the occurrence of certain matters as set forth in our memorandum and articles of association, including upon any direct or indirect sale, transfer, assignment or disposition of Class B common shares by a holder thereof to any person other than holders of Class B common shares or their affiliates. Class A common shares are not convertible into Class B common shares under any circumstances.

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Dividends. The holders of our common shares are entitled to such dividends as may be declared by our board of directors. In addition, our shareholders may declare dividends by ordinary resolution, but no dividend shall exceed the amount recommended by our directors. Our memorandum and articles of association provide that dividends may be declared and paid out of our profits, realized or unrealized, or from any reserve set aside from funds legally available for distribution. Under the laws of the Cayman Islands, our company may pay a dividend out of either profitprofits 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. In respect of all matters subject to a shareholders’ vote, on a poll, each holder of Class A common shares is entitled to one vote per share and each holder of Class B common shares is entitled to ten votes per share. Our Class A common shares and Class B common 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. Voting at any shareholders’ meeting is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of such meeting or any shareholder holding not less than 10% of the votes attaching to the total common shares present in person or by proxy at the meeting.

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 common shares cast at a meeting, while a special resolution requires the affirmative vote of no less than two-thirdsof the votes cast attaching to the outstanding common shares at a meeting. A special resolution will be required for important matters such as a change of name or making changes to our memorandum and articles of association. Holders of the common shares may, among other things, divide or combine their shares by ordinary resolution.

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 memorandum and 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.

Shareholders’ general meetings may be convened by our chairman or our directors (acting by a resolution of the board of directors). Advance notice of at least seven 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 at least one shareholder present or by proxy, holding shares which carry in aggregate not less than one-third of all votes attaching to all of our shares in issue and entitled to vote.

The Companies LawAct provides shareholders with only limited rights to requisition a general meeting, and 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 the votes attaching to the issued and outstanding shares of our company entitled to vote at general meetings, our board 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.

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Conversion. Each Class B common share is convertible into one Class A common share at any time by the holder thereof. Class A common shares are not convertible into Class B common shares under any circumstances. Upon the occurrence of certain matters as set forth in our memorandum and articles of association, including upon any direct or indirect sale, transfer, assignment or disposition of Class B common shares by a holder thereof to any person or entity, such Class B common shares will be automatically and immediately converted into an equal number of Class A common shares.

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Transfer of Common Shares. Subject to the restrictions set out in our memorandum and articles of association as set out below, any of our shareholders may transfer all or any of his or her common shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors.

Our board of directors may, in its absolute discretion, decline to register any transfer of any common 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 common share unless:

the instrument of transfer is lodged with us, accompanied by the certificate for the common 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 common shares;

the instrument of transfer is properly stamped, if required;

in the case of a transfer to joint holders, the number of joint holders to whom the common share is to be transferred does not exceed four; and

a fee of such maximum sum as the Nasdaq Global 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 Global 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.

Redemption, Repurchase and Surrender of Shares. 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. Our Company 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’s profits 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 the company has commenced liquidation. In addition, our company may accept the surrender of any fully paid share for no consideration.

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Variations of Rights of Shares. Shares. If at any time, our share capital is divided into different classes or series of shares, the rights attached to any class or series of shares, (unless otherwise provided bysubject to any rights or restrictions for the terms of issue of the shares of thattime being attached to any class, or series), whether or not our company is being wound-up, may be materially adversely varied with the consent in writing of all the holders of the issued shares of that class or series or with the sanction of a resolution passed by a simple majority of the votes cast at a separate meeting of the holders of the shares of the class or series. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided bysubject to any rights or restrictions for the terms of issue oftime being attached to the shares of that class, be deemed to be materially adversely varied by, inter alia, the creation or issue of further shares ranking pari passu with or subsequent to such existing class of shares. The rights of the shareholders shall not be deemed to be materially adversely varied by the creation or issued of shares with preferred or other rights, including, without limitation, the creation of shares with enhanced or weighted voting rights.

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Issuance of Additional Shares.Our memorandumarticles of association authorizes our board of directors to issue additional common shares from time to time as our board of directors shall determine, to the extent of available authorized but unissued shares.

Our memorandumarticles 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 common shares.

Inspection of Books and Records. Holders of our common shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records.records (other than our memorandum and articles of association, our register of mortgages and charges and special resolutions of our shareholders). 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

limit the ability of shareholders to requisition and convene general meetings of shareholders.

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.

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;

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does not have to hold an annual general meeting;

may issue negotiable or bearer shares or shares with no par value;

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 a limited duration company; and

may register as a segregated portfolio 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 (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

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”, “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions,” in this “Item 10. Additional Information—C. Material Contracts” or elsewhere in this annual report on Form 20-F.

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D.

Exchange Controls

See “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations Relating toon Foreign Currency Exchange.”

E.

Taxation

The following summary of the material Cayman Islands, PRCmainland China and U.S. federal income tax consequences of an investment in the ADSs or common 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 the ADSs or common 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, the People’s Republic of 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, after execution, 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 common 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 our common shares, nor will gains derived from the disposal of our common shares or the ADSs be subject to Cayman Islands income or corporation tax.

No stamp duty is payable in respect of the issue of our common shares or on an instrument of transfer in respect of our common shares.

People’s Republic of140


Mainland China Taxation

Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRCmainland China with a “de facto management body” within the PRCmainland China is considered a resident enterprise and will be subject to the enterprise income tax at the rate of 25% on its global income. The implementation rules define the term “de facto management body” as the body that exercises full and substantial control over and overall management of the business, productions, personnel, accounts and properties of an enterprise. In April 2009, the State Administration of Taxation issued a circular,, known as Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlledmainland China-controlled enterprise that is incorporated offshore is located in mainland China. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRCmainland China individuals or foreigners, the criteria set forth in the circular may reflect the State Administration of Taxation’s general position on how the “de facto management body” test should be applied in determining the tax resident status of all offshore enterprises. According to Circular 82, an offshore incorporated enterprise controlled by a PRCmainland China enterprise or a PRCmainland China enterprise group will be regarded as a PRCmainland China’s tax resident by virtue of having its “de facto management body” in mainland China only if all of the following conditions are met: (i) the primary location of the day-to-day operational management and the places where they perform their duties are in the PRC;mainland China; (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;mainland China; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in the PRC;mainland China; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.mainland China.

We believe that Aurora Mobile Limited is not a PRCmainland China resident enterprise for PRCmainland China tax purposes. Aurora Mobile Limited is not controlled by a PRCmainland China enterprise or PRCmainland China enterprise group and we do not believe that Aurora Mobile Limited meets all of the conditions above. Aurora Mobile Limited is a company incorporated outside the PRC.mainland China. As a holding company, its key assets are its ownership interests in its subsidiaries, and its key assets are located, and its records (including the resolutions of its board of directors and the resolutions of its shareholders) are maintained, outside the PRC.mainland China. For the same reasons, we believe our other entities outside of China are not PRCmainland China resident enterprises either. However, the tax resident status of an enterprise is subject to determination by the PRCmainland China’s tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” There can be no assurance that the PRC government will ultimately take a view that is consistent with us.

If the PRCmainland China’s tax authorities determine that Aurora Mobile Limited is a PRCmainland China 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 the ADSs. In addition, non-resident enterprise shareholders (including the ADS holders) may be subject to a 10% PRCmainland China’s tax on gains realized on the sale or other disposition of ADSs or common shares, if such income is treated as sourced from within the PRC,mainland China, unless a reduced rate is available under an applicable tax treaty. It is unclear whether our non-PRCnon-domestic individual shareholders (including the ADS holders) would be subject to any PRCmainland China’s tax on dividends or gains obtained by such non-PRCnon-domestic individual shareholders in the event we are determined to be a PRCmainland China resident enterprise. If any PRCmainland China’s 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. It is also unclear whether non-PRCnon-domestic shareholders of Aurora Mobile Limited would be able to claim the benefits of any tax treaties between their country of tax residence and the PRCmainland China in the event that Aurora Mobile Limited is treated as a PRCmainland China resident enterprise.

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Provided that our Cayman Islands holding company, Aurora Mobile Limited, is not deemed to be a PRCmainland China resident enterprise, holders of the ADSs and common shares who are not PRCmainland China residents will not be subject to PRCmainland China’s income tax on dividends distributed by us or gains realized from the sale or other disposition of our common shares or the ADSs. However, under SAT Bulletin 7 and SAT Bulletin 37, where a non-resident enterprise conducts an “indirect transfer” by transferring taxable assets, including, in particular, equity interests in a PRCmainland China resident enterprise, indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise, being the transferor, or the transferee or the PRCmainland China entity which directly owned such taxable assets may report to the relevant tax authority such indirect transfer. Using a “substance over form” principle, the PRCmainland China’s 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 PRCmainland China’s tax. As a result, gains derived from such indirect transfer may be subject to PRCmainland China’s 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 PRCmainland China resident enterprise. We and our non-PRC residentnon-resident investors may be at risk of being required to file a return and being taxed under SAT Bulletin 7 and SAT Bulletin 37, and we may be required to expend valuable resources to comply with SAT Bulletin 7 and SAT Bulletin 37, or to establish that we should not be taxed under these circulars. See Item“Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—We face uncertainty with respect to indirect transfers of equity interests in PRCmainland China resident enterprises by their non-PRCnon-mainland China holding companies.”

United States

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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 theour ADSs or ourClass A common shares by ashares. Unless otherwise noted, this summary addresses only U.S. HolderHolders (as defined below) that acquires the ADSs and holds thehold our ADSs or ourClass A common shares as “capital assets” (generally, property held for investment) underfor U.S. federal income tax purposes. This summary is based on the U.S. Internal Revenue Code of 1986, as amended or(the “Code”), U.S. Treasury regulations promulgated thereunder (“Regulations”), judicial decisions, administrative pronouncements, the Code. This discussion is based upon existing U.S. federalincome tax law,treaty between the United States and China (the “Treaty”) and other relevant authorities, all as in effect as of the date hereof and all of which isare subject to differing interpretations orand change, possibly with retroactive effect. No ruling has been sought from the Internal Revenue Service, or 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, moreover,summary does not address the U.S. federal estate, gift Medicare, andor other non-income tax considerations, the alternative minimum tax, considerations,the Medicare tax on certain net investment income, or any state, local and or non-U.S. tax considerations, relating to the ownership or disposition of theour ADSs or ourClass A common shares, (other than the discussion below relating to certain withholding rules and the U.S.-PRC income tax treaty (the “Treaty”)). The following summarynor does notit address all aspects of U.S. federal income taxation that may be importantrelevant to a particular investorsU.S. Holder in light of their individualthat U.S. Holder’s particular circumstances or that may be relevant to persons incertain types of U.S. Holders subject to special treatment under U.S. federal income tax situationslaw, such as:

banks and other financial institutions;

insurance companies;

pension plans;

cooperatives;

regulated investment companies;

real estate investment trusts;

broker-dealers;dealers in securities or currencies;

traders that elect to use a mark-to-market method of accounting;

traders that elect to use a mark-to-market method of accounting;

certain former U.S. citizens or long-term residents;

tax-exempt entities (including private foundations);

tax-exempt entities (including private foundations);

persons liable for alternative minimum tax;

holders whothat acquire their ADSs or Class A common shares pursuant to any employee share option or otherwise as compensation;

investorspersons that will hold their ADSs or Class A common shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for U.S. federal income tax purposes;

investorspersons that have a functional currency other than the U.S. dollar; or

persons that actually or constructively own 10% or more of our stock (by vote or value);.

persons required to accelerate the recognition of any item of gross incomeProspective investors should consult their tax advisors with respect to their ADSs or common shares as a result of such income being recognized on an applicable financial statement; or

partnerships or other entities taxable as partnerships forthe U.S. federal, income tax purposes, or persons holding ADSs or common shares through such entities;

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all of whom may be subject to tax rules that differ significantly from those discussed below.

Each U.S. Holder is urged to consult its tax advisor regarding the application of U.S. federal taxation to its particular circumstances, and the state, local and non-U.S. income and other tax considerations ofrelevant to the ownership and disposition of theour ADSs or ourClass A common shares.shares in light of their particular circumstances.

General

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For purposes of this discussion, a “U.S. Holder” is a beneficial owner of theour ADSs or ourClass A common shares that is, for U.S. federal income tax purposes:

an individual who is a citizen or resident of the United States;

a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created, or organized in or organized under the lawlaws of the United States, or any state thereof or the District of Columbia;

an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

a trust (A) the administration of which(i) that is subject to the primary supervision of a U.S. court within the United States and which hasthe control of one or more U.S.United States persons who have the authority to controlfor all substantial decisions, of the trust or (B)(ii) that has otherwise validly elected to be treated as a U.S.United States person under the Code.applicable 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 theowns our ADSs or ourClass A common shares, the U.S. federal income 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 theour ADSs or ourClass A common shares and their partners are urged toshould consult their tax advisors regarding an investment in theour ADSs or ourClass A common shares.

ForThe discussion below assumes that the representations contained in the deposit agreement are true and that the obligations in the deposit agreement and any related agreement have been and will be complied with in accordance with the terms. If a U.S. Holder holds ADSs, such holder should be treated as the holder of the underlying Class A common shares represented by those ADSs 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 the ADSs will be treated in this manner. Accordingly, deposits or withdrawals of common shares for ADSs will generally not be subject to U.S. federal income tax.purposes.

Passive Foreign Investment Company Considerations

A non-U.S. corporation, such as our company, will be classified as a PFIC,passive foreign investment company (“PFIC”) for U.S. federal income tax purposes for any taxable year if 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 (determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income. Passive income (the “asset test”). For this purpose,generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. Passive assets are those that give rise to passive income and include assets held for investment, as well as cash, and assets readily convertible into cash, are categorized as passive assets and the(subject to certain exceptions) working capital. Our company’s goodwill and other unbooked intangibles are taken into account. Passiveaccount and may be classified as active or passive depending on the income generally includes, among other things, dividends, interest, rents, royalties, and gains from the disposition of passive assets.such assets generate or are held to generate. 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, indirectly or indirectly,constructively, 25% or more than 25% (by value) of theits stock.

Although the law in this regard is not entirely clear, we treat our consolidated VIE as being owned by us for U.S. federal income tax purposes because we control its management decisions and are entitled to substantially all of the economic benefits associated with it, and, as a result, we consolidate its results of operations in our consolidated U.S. GAAP financial statements. If it were determined, however, that we are not the owner of the consolidated VIE for U.S. federal income tax purposes, we may be treated as a PFIC for the current taxable year and any subsequent taxable year.

Assuming that we are the owner of ourthe VIE for U.S. federal income tax purposes, and based upon an analysis of our income and assets and the market value of our ADSs, we do not believe that we were not a PFIC for the taxable year ended December 31, 2018. However,2022. There can be no assurance can be given in this regardregarding our PFIC status for the current taxable year or foreseeable future taxable years, however, because the determination of whether we will be or become aour PFIC status is a factual determination made annually that will depend, in part, upon the composition of our income and assets. Fluctuations in the market price of the ADSs may cause us to be classified as a PFIC for the current or future taxable years because theThe value of our assets for purposes of the asset test, including the value of our goodwill and unbooked intangibles, may be determined in part by reference to the market price of theour ADSs or Class A common shares from time to time (which may be volatile). IfBecause we will generally take into account our current market capitalization in estimating the value of our goodwill and other unbooked intangibles, our PFIC status for the current taxable year and foreseeable future taxable years may be affected by our market capitalization. Recent fluctuations in our market capitalization subsequently declines,create a material risk that we may be or become classified as a PFIC for the current taxable year orand foreseeable future taxable years. Furthermore,In addition, the composition of our income and our assets may alsowill be affected by how, and how quickly, we usespend our liquid assets and the cash raised in our initial public offering.assets. Under circumstances where our revenue from activities that produce passive income significantly increases relative to our revenue from activities that produce non-passive income, or where we determine not to deploy significant amounts of cash for active purposes, our risk of becoming classified as a PFIC may substantially increase.

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TableBecause there are uncertainties in the application of Contents

If we arethe relevant rules, it is possible that the IRS may challenge our classification of certain income or assets as non-passive, or our valuation of our goodwill and other unbooked intangibles, each of which could cause us to become classified as a PFIC for the current or subsequent taxable years. If we are a PFIC for any taxable year during which a U.S. Holder holds theHolders hold our ADSs or ourClass A common shares, thewe would generally continue to be treated as a PFIC rules discussed below under “—Passive Foreign Investment Company Rules” generally will applywith respect to such U.S. Holder for such taxable year,Holders unless we cease to be a PFIC and unless the U.S. Holder makes certain elections, will apply in future years even if we cease to be a PFIC.

elections. The discussion below under “—Dividends”Distributions” and “—Sale or Other Disposition” is written on the basisDisposition of ADSs or Class A Common Shares” assumes that we are not and will not be or become classified as a PFIC for U.S. federal income tax purposes.

Distributions

The gross amount of any distributions received by a U.S. federal income tax rules that apply generally if we are treated as a PFIC are discussed below under “—Passive Foreign Investment Company Rules.”

Dividends

Any cash distributions paidHolder on theour ADSs or ourClass A common shares (including any amounts withheld in respect of mainland China’s withholding taxes) will generally be subject to tax as dividends to the amount of any PRC tax withheld)extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, and will generally be includible in the gross income of a U.S. Holder as dividend income on the daydate actually or constructively received. Such dividends will not be eligible for the dividends received bydeduction generally allowed to U.S. corporations under the Code. The following discussion assumes that any dividends will be paid in U.S. dollars. Distributions in excess of our current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of the U.S. Holder,Holder’s adjusted tax basis in the case ofour ADSs and Class A common shares or by the depositary, in the case of ADSs.and thereafter generally as capital gain. Because we do not intend to determine our earnings and profits on the basis ofin accordance with U.S. federal income tax principles, the full amount of any distribution we pay willis generally expected to be treated as a “dividend”dividend for U.S. federal income tax purposes. Dividends received on the ADSs

An individual or our common shares will not be eligible for the dividends received deduction allowed to corporations in respect of dividends received fromother non-corporate U.S. corporations.

Individuals and other non-corporate U.S. Holders willHolder may be subject to tax on any such dividends at the lower capital gain tax rate applicable to “qualified dividend income,” provided that certain conditions are satisfied, including that (1) the ADSs or our common shares on which the dividends are paid are readily tradable on an established securities market in the United States, or, in the event that we are deemed to be a PRCmainland China resident enterprise under the PRC tax law of mainland China, we are eligible for the benefitbenefits of the 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 is paid and the preceding taxable year, and (3) certain holding period requirements are met. For this purpose,Our ADSs, but not our Class A common shares, are listed on the Nasdaq Global Market will generally be considered to be readily tradable on an established securities market in the United States. U.S. Holders are urged to consult their tax advisors regarding the availability of the lower rate for dividends paid with respect to theso we anticipate that our ADSs or our common shares.

In the event that we are deemed to be a PRC resident enterprise under the PRC Enterprise Income Tax Law, we may be eligible for the benefits of the Treaty. If we are eligible for such benefits, dividends we pay on our common shares, regardless of whether such shares are represented by the ADSs, and regardless of whether the ADSs areshould qualify as readily tradable on an established securities market in the United States, wouldalthough there can be eligible for the reduced rates of taxation describedno assurances in the preceding paragraph.this regard.

For U.S. foreign tax credit purposes, dividends paidreceived on theour ADSs or our Class A common shares will generally will be treated as income from foreign sources and will generally will constitute passive category income. If PRC withholding taxes applyAs described in “—Mainland China Taxation,” if we are deemed to dividends paid tobe a U.S. Holder with respect to the ADSs or our common shares, suchmainland China resident enterprise for mainland China tax purposes, a U.S. Holder may be ablesubject to obtain a reduced rate of PRCmainland China’s withholding taxes under the Treaty if certain requirements are met. In addition, subjecton such dividends. Subject to certain conditions and limitations, PRC withholding taxes on dividends that are non-refundable under the Treatya Treaty-eligible U.S. Holder may be treated as foreign taxes eligible for credit against a U.S. Holder’s U.S. federal income tax liability. A U.S. Holder who does not electentitled to claim a foreign tax credit for foreign tax withheldin respect of any such mainland China withholding taxes to the extent such taxes are nonrefundable under the Treaty. Alternatively, a U.S. Holder may instead claim a deductionelect to deduct such taxes in computing its taxable income for U.S. federal income tax purposes, in respectpurposes. A U.S. Holder’s election to deduct foreign taxes instead of such withholding, but only for a year in which such holder electsclaiming foreign tax credits applies to do so for all creditable foreign income taxes.taxes paid or accrued in the relevant taxable year. The rules governing theregarding foreign tax creditcredits and the deductibility of foreign taxes are complex andcomplex. All U.S. Holders, whether or not they are urged toTreaty eligible, should consult their tax advisors regarding the availability of the foreign tax credit undercredits and the deductibility of foreign taxes in light of their particular circumstances.

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Sale or Other Disposition of ADSs or Class A Common Shares

A U.S. Holder will generally recognize gain or loss uponon the sale or other disposition of theour ADSs or ourClass A common shares in an amount equal to the difference between the amount realized uponon the disposition and the holder’sU.S. Holder’s adjusted tax basis in such ADSs or Class A common shares. TheAny such gain or loss will generally be long-term capital gain or loss. Individuals and other non-corporateloss if the U.S. Holders who have heldHolder’s holding period in the ADSs or ourClass A common shares for more thanexceeds one year willat the time of disposition. Long-term capital gains of individuals and certain other non-corporate U.S. Holders are generally be eligible for a reduced tax rates.rate of taxation. The deductibility of a capital losslosses may be subject to limitations.

Any such gain or loss that the U.S. Holder recognizes will generally be treated as U.S. source income or loss for U.S. foreign tax credit limitation purposes, which will generally limit the availability of foreign tax credits.purposes. However, if as described in the event we are deemed to be a PRC resident enterprise under the PRC Enterprise Income Tax Law, we may be eligible for the benefits of the Treaty. In such event, if PRC tax were to be imposed on any gain“—Mainland China Taxation,” gains from the sale or other disposition of theour ADSs or ourClass A common shares are subject to tax in mainland China, a Treaty-eligible U.S. Holder that is eligible formay apply the benefits of the Treaty may elect to treat such gaingains as PRC source income.mainland China source-gains for U.S. foreign tax credit purposes. Treaty-eligible U.S. Holders that do not apply the Treaty and U.S. Holders that are urgednot Treaty-eligible may not be able to claim a foreign tax credit for any mainland China tax imposed on a sale or other disposition of our ADSs or Class A common shares. . Any such U.S. Holder may instead elect to deduct such taxes in computing its taxable income for U.S. federal income tax purposes, but only for a year in which such U.S. Holder elects to do so for all foreign taxes paid or accrued during such year The rules regarding foreign tax credits and the deductibility of foreign taxes are complex. U.S. Holders should consult their tax advisors regarding the creditabilityavailability of any PRC tax.a foreign tax credit or a deduction in lieu thereof in light of their particular circumstances, as well as with respect to their eligibility for benefits under the Treaty.

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Passive Foreign Investment Company Rules

If we are classified as a PFIC for any taxable year during which a U.S. Holder holds the ADSs or our common 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 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 percent 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 our common shares), and (ii) any gain realized on the sale or other disposition including, under certain circumstances, a pledge, of the ADSs or our common shares. Under the PFIC rules:

the excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for the ADSs or common shares;

the 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 classified as a PFIC (each, a “pre-PFIC year”), will be taxable as ordinary income; and

the 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 individuals or corporations, as appropriate, for that year, increased by an additional tax equal to the interest on the resulting tax deemed deferred with respect to each such taxable year.

If we are a PFIC for any taxable year during which a U.S. Holder holds our ADSs or Class A common shares, the U.S. Holder will be subject to special tax rules with respect to any “excess distribution” that the holder receives on our ADSs or Class A common shares and any gain the U.S. Holder recognizes from a sale or other disposition (including a pledge) of our ADSs or Class A common shares, unless the U.S. Holder makes a “mark-to-market” election as discussed below.

Distributions received by a U.S. Holder on our ADSs or Class A common shares in a taxable year that are greater than 125% of the average annual distributions the U.S. Holder received in the three preceding taxable years or, if shorter, such U.S. Holder’s holding period for the ADSs or Class A common shares will be treated as excess distributions. Under these special tax rules:

the excess distribution or gain will be allocated pro rata over the U.S. Holder’s holding period for the ADSs or Class A common shares;

amounts allocated to the current taxable year and to any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we are classified as a PFIC (each, a “pre-PFIC year”), will be taxable as ordinary income; and

amounts allocated to each prior taxable year, other than the current taxable year or a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable to the U.S. Holder for that year, and such amounts will be increased by an additional tax equal to interest on the resulting tax deemed deferred with respect to such years.

If we are a PFIC for any taxable year during which a U.S. Holder holds our ADSs or Class A common shares and any of our subsidiaries, our VIE or any ofnon-U.S. affiliated entities are also PFICs, the subsidiaries of our VIE entity is also a PFIC, such U.S. Holder wouldwill be treated as owning a proportionate amount (by value) of the shares of the lower-tiereach such non-U.S. affiliate classified as a PFIC for purposes of the application of these rules. U.S. Holders are urged to consult their tax advisors regarding the application of the PFIC rules to any of our subsidiaries, our VIE or any of the subsidiaries of our VIE.

As an alternative to the foregoing rules,Alternatively, a U.S. Holder of “marketable stock” (as defined below) in a PFIC may makeelect out of the excess distribution regime by making a mark-to-market election with respect tofor such stock. If a U.S. Holder makes thisa valid mark-to-market election with respect tofor the ADSs, the holderU.S. Holder will generally (i) include as ordinaryin income for each taxable year that we are a PFICan amount equal to the excess, if any, of the fair market value of the ADSs held atas of the endclose of thesuch U.S. Holder’s taxable year over thesuch U.S. Holder’s adjusted tax basis ofin such ADSs and (ii) deduct as an ordinary lossADSs. The U.S. Holder is allowed a deduction for the excess, if any, of thesuch U.S. Holder’s adjusted tax basis ofin the ADSs over thetheir fair market value as of such ADSs held at the endclose of the taxable year, but such deduction willyear. Deductions are allowable, however, only be allowed to the extent of any net mark-to-market gains on the ADSs included in the U.S. Holder’s income for prior taxable years. Amounts included in the U.S. Holder’s income under a mark-to-market election, as well as gain on the actual sale or other disposition of the ADSs, will be treated as ordinary income. Ordinary loss treatment also applies to the deductible portion of any mark-to-market loss on the ADSs, as well as to any loss realized on the actual sale or disposition of the ADSs, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included in income as a result of the mark-to-market election.with respect to such ADSs. The U.S. Holder’s adjusted tax basis in the ADSs wouldwill be adjusted to reflect any such income or loss resulting from the mark-to-market election.amounts. If a U.S. Holder makes a mark-to-market election, then, in respect ofany taxable year for which we are classified as a PFIC, tax rules that apply to distributions by corporations that are not PFICs would apply to distributions by us (except that the ADSslower applicable capital gains rate for qualified dividend income would not apply). If a U.S. Holder makes a valid mark-to-market election, and we subsequently cease to be classified as a PFIC, the holderU.S. Holder will not be required to take into account the gainmark-to-market income or loss described above during any period that we are not classified as a PFIC. If a U.S. Holder makes a mark-to-market election, any gain such U.S. Holder recognizes upon the sale or other disposition of the ADSs in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss, but such loss will only be treated as ordinary loss to the extent of the net amount previously included in income as a result of the mark-to-market election.

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The mark-to-market election is available only for “marketable stock,” which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market, as defined in applicable United States Treasury regulations (although a lower threshold applies for the quarter in which the initial public offering occurs).Regulations. The ADSs, but not our Class A common shares, are treated as marketable stock upon their listinglisted on the Nasdaq Global Market. We anticipateMarket, which is a qualified exchange for these purposes, and consequently, assuming that the ADSs should qualify as beingare regularly traded, but no assurancesit is expected that the mark-to-market election would be available to U.S. Holders of ADSs if we are or become a PFIC. However, a mark-to-market election may not be givenmade with respect to our Class A common shares as they are not marketable stock. Accordingly, if we are a PFIC during any year in this regard.which a U.S. Holder holds Class A common shares, such holder will generally be subject to the special tax rules discussed above.

BecauseIn addition, because, as a technical matter, a mark-to-market election technically cannot be made for any lower-tier PFICs that we may own, a U.S. Holder may 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.

We do not intend to provide the 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 theHolders that own our ADSs or ourClass A common shares during any taxable year that we are a PFIC the holder mustwill generally be required to file an annual report with the IRS Form 8621. Youregarding their ownership of such shares. U.S. Holders should consult yourtheir tax advisor regardingadvisors concerning the U.S. federal income tax consequences of owningconsiderations relevant to holding and disposing of theour ADSs or ourClass A common shares if we were, are, or become a PFIC.PFIC, including the possibility of making a mark-to-market election and the annual PFIC filing requirements, if any.

THE PRECEDING SUMMARY OF U.S. FEDERAL INCOME TAX CONSIDERATIONS IS INTENDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE TAX ADVICE. U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS AS TO THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. TAX CONSIDERATIONS GENERALLY APPLICABLE TO THE OWNERSHIP AND DISPOSITION OF OUR ADSs AND CLASS A COMMON SHARES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

F.

Dividends and Paying Agents

Not applicable.

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G.

Statement by Experts

Not applicable.

H.

Documents on Display

We are subject to the periodic reporting and other informational requirements of the Exchange Act. Under the Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F no later than four months after the close of each fiscal year. Copies of reports and other information, when so filed, may be inspected without charge and may be obtained at prescribed rates at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The public may obtain information regarding the Washington, D.C. Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site at www.sec.govthat contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system. 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.

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We will furnish The Bank of New York Mellon, the depositary of the 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 ir.jiguang.cn. 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.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

J.

Annual Report to Security Holders

Not applicable.

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 2016, 2017 and 2018 were increases of 2.1%, 1.8% and 1.9%, respectively. Although we have not been materially affected by inflation in the past, we may be affected if China experiences higher rates of inflation in the future.

Market Risks
Item 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Exchange Risk

Substantially all of our revenues and expenses are denominated in Renminbi.RMB. The valueconversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the 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. In July 2005, the PRC government changed its decades-old policyPeople’s Bank of pegging the value of the Renminbi to the U.S. dollar, and the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June 2010, this appreciation subsided and the exchange rate between the Renminbi and the U.S. dollar remained within a narrow band. Since June 2010, theChina. The Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. The Renminbi appreciated 6.9% against the U.S. dollar in 2017, while depreciation of the Renminbi against the U.S. dollar was approximately 4.8% in 2018. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the 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 Class A commonordinary shares or the 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.

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As of December 31, 2018,2022, we had Renminbi-denominated cash balance of approximately RMB323.8RMB108.5 million and U.S. dollar-denominated cash balance of US$36.41.0 million. Assuming we had converted RMB323.8RMB108.5 million into U.S. dollars at the exchange rate of RMB6.8755RMB6.8972 for US$1.00 as of December 28, 2018,30, 2022, our U.S. dollar cash balance would have been US$83.516.8 million. If the Renminbi had depreciated by 10% against the U.S. dollar, our U.S. dollar cash balance would have been US$79.215.4 million instead. Assuming we had converted US$36.41.0 million into Renminbi at the exchange rate of RMB6.8755RMB6.8972 for US$1.00 as of December 28, 2018,30, 2022, our Renminbi cash balance would have been RMB574.1RMB115.8 million. If the Renminbi had depreciated by 10% against the U.S. dollar, our Renminbi cash balance would have been RMB599.1RMB116.5 million instead.

Any significant depreciation of the Renminbi may materially and adversely affect our revenues, earnings and financial position as reported in U.S. dollars. To the extent that we need to convert U.S. dollars we received from our initial public offering into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the RMB amount we would receive from the conversion. Conversely, if we decide to convert our RMB amounts 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 amount 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. We have not used derivative financial instrumentsInvestments in our investment portfolio. Interestboth fixed rate and floating rate interest earning instruments carry a degree of interest rate risk. WeFixed rate securities may have not been exposed to, nor do we anticipate being exposed to, material riskstheir fair market value adversely impacted due to changesa rise in market interest rates. However,rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, our future interestinvestment income may fall short of expectations due to changes in interest rates, or we may suffer losses in principal if we have to sell securities which have declined in market value due to changes in interest rates. As of December 31, 2022, we do not have investments or borrowings that apply a floating interest rate.We have not been, and do not expect to be, exposed to material risks due to changes in interest rates, and therefore have not used any derivative financial instruments to manage such interest risk exposure.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

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A.

Item 12.

Debt SecuritiesDESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

B.

A.

Warrants and RightsDebt Securities

Not applicable.

C.

Other Securities

Not applicable.

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B.

Warrants and Rights

Table of ContentsNot applicable.

 

D.

C.

Other Securities

Not applicable.

D.

American Depositary Shares

Fees and Charges the ADS Holders May Have to Pay

The Bank of New York Mellon, as depositary, will register and deliver American Depositary Shares, also referred to as ADSs. Every three ADSs will represent two Class A common shares (or a right to receive two Class A common shares) deposited with The Hong Kong and Shanghai Banking Corporation Limited, as custodian for the depositary in Hong Kong.Kong. Each ADS will also represent any other securities, cash or other property which may be held by the depositary. The deposited Class A common shares together with any other securities, cash or other property held by the depositary are referred to as the deposited securities. The depositary’s office at which the ADSs will be administered is located at 101 Barclay Street, New York, NY 10286. The Bank of New York Mellon’s principal executive office is located at 225 Liberty Street, New York, NY 10286.

 

Persons depositing or withdrawing Class A ordinary
common shares or ADS holders
must pay:

For:

$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)

•  Issuance of ADSs, including issuances resulting from a distribution of Class A common shares or rights or other property

•  Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates

$0.05 (or less) per ADS

•  Any cash distribution to ADS holders

A fee equivalent to the fee that would be payable if securities distributed to the ADS holders had been Class A common shares and the Class A common shares had been deposited for issuance of ADSs

•  Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders

$0.05 (or less) per ADS per calendar year

•  Depositary services

Registration or transfer fees

•  Transfer and registration of Class A common shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw Class A common shares

Expenses of the depositary

•  Cable and facsimile transmissions (when expressly provided in the deposit agreement)

•  Converting foreign currency to U.S. dollars

Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or Class A common shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes

•  As necessary

Any charges incurred by the depositary or its agents for servicing the deposited securities

•  As necessary

Fees and Other Payments Made by the Depositary to Us

From time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from ADS holders. For the year ended December 31, 2018,2022, we receiveddid not receive reimbursement in the amount of approximately RMB966,000 (US$140,000) from the depositary.


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Item 13.

PART II.

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14.

Item 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Material Modifications to the Rights of Security Holders

See “Item 10. Additional Information—B. Memorandum and Articles of Association—Common Shares” for a description of the rights of securities holders, which remain unchanged.

Use of Proceeds

The following “Use of Proceeds” information relates to the registration statement on Form F-1, as amended (File Number 333-225993) in relation to our initial public offering, which was declared effective by the SEC on July 25, 2018. Our initial public offering closed in July 2018. Goldman Sachs (Asia) L.L.C., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. were the representatives of the underwriters for our initial public offering. Counting in the ADSs sold upon the exercise of the over-allotment option by our underwriters, we offered and sold an aggregate of 9,089,562 ADSs at an initial public offering price of US$8.50 per ADS, and received approximately US$68.0 million in net proceeds after deducting underwriting commissions and discounts and the offering expenses payable by us.

The total expenses incurred for our company’s account in connection with our initial public offering was approximately US$3.8 million. 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.

For the period from July 25, 2018, the date that the F-1 Registration Statement was declared effective by the SEC, to December 31, 2018,2022, US$17.047.6 million of the net proceeds received from our initial public offering were used to invest in technology, infrastructure and research and development capabilities, and to fund potential investments and acquisitions of complementary businesses, assets and technologies. We also used US$2.013 million of the net proceeds for general corporate purpose including expanding and strengthening our sales and marketing activities, and share repurchase program. 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, to invest in technology, infrastructure and research and development capabilities, and for general corporate purposes, including expanding and strengthening our sales and marketing activities and funding potential investments and acquisitions of complementary businesses, assets and technologies.

ITEM 15. CONTROLS AND PROCEDURES

Item 15.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our management, including our principal executive officer and principal accounting officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, under the supervision and with the participation of our principal executive officer and our principal accounting officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act, as of December 31, 2022. Based on that evaluation, our management, with the participation of our chief executive officer and chief financial officer has performed an evaluation of the effectiveness ofhave concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report, as required by Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our management has concluded that, as of December 31, 2018, our disclosure controls and procedures wereare effective in ensuring that thematerial information required to be disclosed by us in the reports that we file and furnish under the Exchange Act wasthis annual report is recorded, processed, summarized and reported to them for assessment, and required disclosure is made within the time periodsperiod specified in the SEC’s rules and forms and thatof 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 chief financial officer, to allow timely decisions regarding required disclosure.Commission.

149


Management’s Annual Report on Internal Control over Financial Reporting

This annual report does not include a report of management’s assessment regardingOur management is responsible for establishing and maintaining adequate internal control over financial reporting, or an attestation report by our independent registered public accounting firm due to a transition period established by rulesas defined under Rule 13(a)-15(f) and 15(d)-15(f) of the SEC for newly listed public companies.

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Internal Control over Financial Reporting

In connection with the audits of our consolidated financial statements as of December 31, 2017 and 2016 and for the years ended December 31, 2017 and 2016, we and our independent registered public accounting firm identified a material weakness in our internal control over financial reporting. As defined in the standards established by the U.S. Public Company Accounting Oversight Board, a “material weakness” is a deficiency, or combination of deficiencies, inExchange Act. Our internal control over financial reporting suchis 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. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, there is ain reasonable possibilitydetail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material misstatementeffect on the financial statements.

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.

As required by Section 404 of the annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness that has been identified related to our lackSarbanes-Oxley Act of sufficient financial reporting personnel with appropriate level of knowledge and experience in application of U.S. GAAP and SEC reporting requirements to properly address complex U.S. GAAP accounting issues and to prepare and review our consolidated financial statements2002 and related disclosures to fulfill U.S. GAAPrules as promulgated by the Securities and SECExchange Commission, our management, under the supervision and with the participation of our chief executive officer and chief financial reporting requirements.

After identifyingofficer, conducted an evaluation of the material weakness, we implemented measures designed to improveeffectiveness of our internal control over financial reporting to remediateas of December 31, 2022 using the material weakness, includingcriteria set forth in the following: (i) hired a chief financial officer, an additional financial reporting manager and an additional financial manager with experiencereport “Internal Control-Integrated Framework (2013)” issued by the Committee on Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in U.S. GAAP accounting and SEC reporting to lead accounting and financial reporting matters; and (ii) hired an internal audit manager with experience in SOX requirements and adopting accounting and internal control guidance on U.S. GAAP and SEC reporting.

In addition, we have started to take a numberInternal Control-Integrated Framework (2013), our management concluded that, as of other measures to strengthenDecember 31, 2022, our internal control over financial reporting including: (i) continuingwas effective.

Attestation Report of the Registered Public Accounting Firm

Our independent registered public accounting firm, Ernst & Young Hua Ming LLP, was not required to upgradeperform an evaluation of our internal control over financial system to enhance its effectiveness and enhance control of financial analysis; (ii) continuing to establish effective oversight and clarifying reporting requirements for non-recurring and complex transactions to ensure consolidated financial statements and related disclosures are accurate, complete and in compliance with U.S. GAAP and SEC reporting requirements; (iii) continuing to organize regular training for our accounting staffs, especially training related to U.S. GAAP and SEC reporting requirements; and (iv) continuing to obtain advisory services from professional consultants with experience in SOX requirements and internal audit guidance on SEC reporting.

Because such remediation measures were not fully implemented, our management concluded that the material weakness still existed as of December 31, 2018. We expect2022.

As an “emerging growth company,” as defined in the JOBS Act, we may take advantage of certain temporary exemptions from various reporting requirements, including, but not limited to, completenot being required to comply with the measures discussed above by the endauditor attestation requirements of 2019 and will continue to implement measures to remediate our internal control deficiencies in order to meet the deadline imposed by Section 404 of the Sarbanes Oxley Act.Sarbanes-Oxley Act (and the SEC rules and regulations there under). When these exemptions cease to apply, we expect to incur additional expenses and devote increased management effort toward ensuring compliance with them.

Changes in Internal Control over Financial Reporting

Other than as described above, thereThere were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16A.

Item 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

Our board of directors has determined that John Tiong Lu Koh, a member of our audit committee and an independent director (under the standards set forth in Rule 5605(c)(2) of the Nasdaq Stock Market Rules and Rule 10A-3 under the Securities Exchange Act of 1934), is an audit committee financial expert.

ITEM 16B.

Item 16B.

CODE OF ETHICS

Our board of directors has adopted a code of business conduct and ethics, as amended and restated, 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://ir.jiguang.cn.

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ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES150


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.

 

  For the Year Ended
December 31,
 

 

For the Year Ended December 31,

 

  2021   2022 

 

2017

 

 

2018

 

        

 

(in thousands of RMB)

 

  (in thousands of RMB) 

Audit fees(1)

 

 

280

 

 

 

7,697

 

   8,328    7,128 

Tax fees(2)

 

 

 

 

 

318

 

   260    260 

 

Notes:

(1)

“Audit fees” means the aggregate fees billed for professional services rendered by our principal auditors for the audit of our annual financial statements and the review of our comparative interim financial statements, including audit fees relating to our initial public offering in 2018.statements.

(2)

“Tax fee” means the aggregate fees billed in each of the fiscal years listed for professional services rendered by our principal auditors for tax compliance, tax advice, and tax planning. In 2018,2021 and 2022, the tax fees refer to fees paid to our principal auditors for reviewing the compliance of our tax documentation and providing tax advices.

The policy of our audit committee is to pre-approve all audit and other service provided by Ernst & Young Hua Ming LLP 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.

Item 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

None.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Item 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

In November 2018,On September 15, 2022, our board of directors authorized a share repurchase program, under which we may repurchase up to US$105 million of the ADSsworth our ordinary shares or our commonAmerican depositary shares representing ordinary shares over six months from November 20, 2018 through May 19, 2019. Thethe next 12 months. As of December 31, 2022, we had repurchased a total of 273,469 ADSs under this share repurchase program was publicly announced on November 20, 2018.

program. The table below is a summary of the shares repurchased by us in 2018.2022. All shares were repurchased in the open market pursuant to the share repurchase program announced on November 20, 2018.September 15, 2022.

 

 

 

 

Total Number

 

 

 

 

 

 

of ADSs

 

 

 

 

 

 

Purchased as

 

 

Approximate

 

Total

 

 

Average

 

Part of the

 

 

Dollar Value of

 

Number

 

 

Price

 

Publicly

 

 

ADSs that May

 

of ADSs

 

 

Paid Per

 

Announced

 

 

Yet Be Purchased

Period

 

Purchased

 

 

ADS

 

Plan

 

 

Under the Plan

  Total
Number

of ADSs
Purchased
   Average
Price

Paid Per
ADS
   Total Number of
ADSs Purchased as
Part of Share
Repurchase Program
   Approximate Dollar
Value of ADSs that
May Yet Be
Purchased Under
Share Repurchase
Program
 

November 28 – November 30, 2018

 

 

1,500

 

 

US$6.20

 

1,500

 

 

US$9,990,700

December 1 – December 31, 2018

 

 

67,955

 

 

US$6.75

 

 

67,955

 

 

US$9,532,004

September 15, 2022—September 30, 2022

   27,143   US$1.03    27,143   US$4,972,059 

October 1, 2022—October 31, 2022

   —      —      —     US$4,972,059 

November 1, 2022—November 30, 2022

   48,409   US$0.90    48,409   US$4,928,406 

December 1, 2022—December 31, 2022

   197,917   US$0.91    197,917   US$4,748,958 

Total

 

 

69,455

 

 

US$6.73

 

69,455

 

 

US$9,532,004

   273,469   US$0.92    273,469   US$4,748,958 

 

Item 16F.

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

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ITEM 16G. CORPORATE

Item 16G.

CORPORATE GOVERNANCE

As a Cayman Islands exempted company listed on the Nasdaq Global Market, we are subject to the Nasdaq Stock Market Rules.Rules. However, the 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 listing standards.The

Nasdaq Stock Market Rules require that a majorityeach issuer to hold an annual meeting of a Nasdaq-listed company’s boardshareholders no later than one year after the end of directors be independent directors and that its audit committee has a minimum of three members.the issuer’s fiscal year-end. Our Cayman Islands counsel, has provided a letter to the Nasdaq Stock Market dated July 3, 2018October 25, 2019 certifying that under Cayman Islands law, we are not required to hold annual shareholder meetings every year. We follow or comply with the requirement that a majority of our board members be independent directors and that the audit committee of our board of directors has a minimum of three members. Nasdaq has acknowledged the receipt of such letter and our home country practice with respect to annual meetings and did not hold an annual meeting of shareholders in 2022. We may, however, hold annual shareholder meetings in the composition offuture if there are significant issues that require shareholders’ approvals. In January 2022, our board of directors approved the 2021 share incentive plan. We relied on home country practice exemption and our audit committee.

As ofdid not convene a shareholder meeting to approve the date of this annual report, our board of directors consists of five directors, two of which meet the “independence” requirements of Rule 5605(c)(2) of2021 share incentive plan. Our Cayman Islands counsel has provided a letter to the Nasdaq Stock Market Rules and Rule 10A-3certifying that under Cayman Islands law, we are not required to obtain shareholder approval in respect of the Exchange Act. Our audit committee consistsadoption of two members, each of whom isa stock option or other equity compensation arrangement, or an independent director. amendment to the stock option or other equity compensation plan.

See “Item 3. Key Information—D. Risk Factors—Risks Related to The ADSs—As a 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 listing standards; these practicesCertain judgments obtained against us by our shareholders may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq listing standards.not be enforceable.

Other than the home country practices described above, we are not aware of any significant ways in which our corporate governance practices differ from those followed by U.S. domestic companies under the Nasdaq Stock Market Rules.

ITEM 16H.

Item 16H.

MINE SAFETY DISCLOSURE

Not applicable.


Item 16I.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

In April 2022, we were conclusively listed by the SEC as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021. Our auditor, a registered public accounting firm that the PCAOB was unable to inspect or investigate completely in 2021, issued the audit report for us for the fiscal year ended December 31, 2021. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F.

104


TableAs of Contentsthe date of this annual report, to our knowledge, (i) no governmental entities in the Cayman Islands or in China own shares of Aurora Mobile Limited or the VIE in China, (ii) the governmental entities in China do not have a controlling financial interest in Aurora Mobile Limited or the VIE, (iii) none of the members of the board of directors of Aurora Mobile Limited or our operating entities, including the VIE, is an official of the Chinese Communist Party, and (iv) none of the currently effective memorandum and articles of association (or equivalent organizing document) of Aurora Mobile Limited or the VIE contains any charter of the Chinese Communist Party.

 

152


PART III.III

ITEM 17.

Item 17.

FINANCIAL STATEMENTS

We have elected to provide financial statements pursuant to Item 18.

ITEM 18.

Item 18.

FINANCIAL STATEMENTS

The consolidated financial statements of Aurora Mobile Limited are included at the end of this annual report.

ITEM 19. EXHIBITS

Item19.

EXHIBITS

 

Exhibit

Number

Description of Document

1.1

    1.1

Seventh Amended and Restated Memorandum and Articles of Association of the Registrant, effective July 30, 2018 (incorporated herein by reference to Exhibit 3.2 to the Form F-1 filed on June 29, 2018 (File No. 333-225993))

2.1

Registrant’s Specimen American Depositary Receipt (incorporated herein by reference to Exhibit 4.3 to the Form S-8 filed on December 17, 2018 (File No. 333-228839))

2.2

Registrant’s Specimen Certificate for Class A Common Shares (incorporated herein by reference to Exhibit 4.2 to the Form F-1/A filed on July 13, 2018 (File No. 333-225993))

2.3

Deposit Agreement among the Registrant, the depositary and holder of the American Depositary Receipts, dated July 25, 2018 (incorporated herein by reference to Exhibit 4.3 to the Form S-8 filed on December 17, 2018 (File No. 333-228839))

2.4

Fourth Shareholders Agreement between the Registrant and other parties thereto dated May 10, 2017 (incorporated herein by reference to Exhibit 4.4 to the Form F-1 filed on June 29, 2018 (File No. 333-225993))

    4.1

2.5*

Description of Securities

4.12014 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Form F-1 filed on June 29, 2018 (File No. 333-225993))

4.2

2017 Stock Incentive Plan, as amended (incorporated herein by reference to Exhibit 10.2 to the Form F-1 filed on June 29, 2018 (File No. 333-225993))

4.3

2021 Share Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Form S-8 filed on January 18, 2022 (File No. 333-262205))

4.4Form of Indemnification Agreement between the Registrant and its directors and executive officers (incorporated herein by reference to Exhibit 10.3 to the Form F-1/A filed on July 13, 2018 (File No. 333-225993))

    4.4

4.5

Form of Employment Agreement between the Registrant and its executive officers (incorporated herein by reference to Exhibit 10.4 to the Form F-1 filed on July 13, 2018 (File No. 333-225993))

    4.5

4.6

PowersEnglish Translation of Attorneythe Term Loan Agreement between the Registrant and Shanghai Pudong Development Bank dated April 16, 2021 (incorporated herein by reference to Exhibit 99.2 to the Form 6-K filed on November 10, 2021 (File No. 001-38587))

4.7English translation of Termination Agreement of Contractual Agreements among Shenzhen JPush, Hexun Huagu and the shareholders of Hexun Huagu dated August 5, 2014July 26, 2022 (incorporated herein by reference to Exhibit 10.54.8 to the Form F-1F-3/A filed on June 29, 2018September 22, 2022 (File No. 333-225993)333-260944))

    4.6

4.8

English Translationtranslation of the Shareholder Voting Proxy Agreement among the Registrant, Shenzhen JPush and the shareholders of Hexun Huagu dated March 28, 2018July 26, 2022 (incorporated herein by reference to Exhibit 10.64.9 to the Form F-1F-3/A filed on June 29, 2018September 22, 2022 (File No. 333-225993)333-260944))

    4.7

4.9

English translation of the Equity Interest Pledge Agreements among Shenzhen JPush, Hexun Huagu and the shareholders of Hexun Huagu dated April 20, 2018July 26, 2022 (incorporated herein by reference to Exhibit 10.74.10 to the Form F-1F-3/A filed on June 29, 2018September 22, 2022 (File No. 333-225993)333-260944))

    4.8

4.10

English translation of the Exclusive Option Agreements among Shenzhen JPush, Hexun Huagu and the shareholders of Hexun Huagu dated April 20, 2018July 26, 2022 (incorporated herein by reference to Exhibit 10.84.11 to the Form F-1F-3/A filed on June 29, 2018September 22, 2022 (File No. 333-225993)333-260944))

    4.9

4.11

English translation of the Exclusive Business Cooperation Agreement between Shenzhen JPush and Hexun Huagu dated August 5, 2014July 26, 2022 (incorporated herein by reference to Exhibit 10.94.12 to the Form F-1F-3/A filed on June 29, 2018September 22, 2022 (File No. 333-225993)333-260944))

    4.10

4.12

English Translationtranslation of the Financial Support Agreement among the Registrant, Hexun Huagu and the shareholders of Hexun Huagu dated March 28, 2018July 26, 2022 (incorporated herein by reference to Exhibit 10.104.13 to the Form F-1F-3/A filed on June 29, 2018September 22, 2022 (File No. 333-225993)333-260944))

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Table of Contents

Exhibit

Number

Description of Document

    4.11

    4.13

Series D Preferred Share Purchase Agreement amongEnglish translation of the Registrant, Fidelity Funds, Fidelity China Special Situations PLC, Fidelity Investment FundsForm of the Consent Letter granted by each shareholder of Hexun Huagu and certain other parties thereto dated May 10, 2017its spouse, as currently in effect, and a schedule of all executed Consent Letters adopting the same form (incorporated herein by reference to Exhibit 10.124.14 to the Form F-1F-3/A filed on June 29, 2018September 22, 2022 (File No. 333-225993)333-260944))

    4.12

    8.1*

Share Redemption Agreement between the Registrant and T.C.L. Industries Holdings (H.K.) Ltd. dated March 15, 2018 (incorporated herein by reference to Exhibit 10.13 to the Form F-1 filed on June 29, 2018 (File No. 333-225993))

    4.13

Subscription Agreement among the Registrant, Mercer Investments (Singapore) Pte. Ltd., Mandra iBase Limited and certain other parties thereto dated April 11, 2018 (incorporated herein by reference to Exhibit 10.14 to the Form F-1 filed on June 29, 2018 (File No. 333-225993))

    4.14

Investor Rights Agreement among the Registrant, Mercer Investments (Singapore) Pte. Ltd., Mandra iBase Limited and certain other parties thereto dated April 17, 2018 (incorporated herein by reference to Exhibit 10.15 to the Form F-1 filed on June 29, 2018 (File No. 333-225993))

    4.15

Definitive Certificate for the Convertible Notes issued by the Registrant to Mercer Investments (Singapore) Pte. Ltd. dated April 17, 2018 (incorporated herein by reference to Exhibit 10.16 to the Form F-1 filed on June 29, 2018 (File No. 333-225993))

    4.16

Definitive Certificate for the Convertible Notes issued by the Registrant to Mandra iBase Limited dated April 17, 2018 (incorporated herein by reference to Exhibit 10.17 to the Form F-1 filed on June 29, 2018 (File No. 333-225993))

    4.17

Form of Underwriting Agreement among the Registrant, Goldman Sachs (Asia) L.L.C., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. and certain selling shareholders named therein (incorporated herein by reference to Exhibit 1.1 to the Form F-1/A filed on July 23, 2018 (File No. 333-225993))

    8.1*

List of Subsidiaries and Consolidated Variable Interest Entity of the Registrant

  11.1*

  11.1

FirstSecond Amended and Restated Code of Business Conduct and Ethics of the Registrant (incorporated herein by reference to Exhibit 11.1 to the 20-F filed on April 12, 2021 (File No. 001-38587))

  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

  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*

Consent of Ernst & Young Hua Ming LLP an independent registered public accounting firm

  15.2*

Consent of Han Kun Law Offices

101.INS*

Inline XBRL Instance Document

Document—this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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

104Cover 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.

 

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SIGNATURESSIGNATURES

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.

 

Aurora Mobile Limited

By:
/s/ Weidong Luo

By:

/s/Name: Weidong Luo

Name:

Weidong Luo

Title:

Chairman of the Board of Directors and Chief Executive Officer

Date: April 3, 2019

Date: April 18, 2023


Table of Contents


REPORT OF INDEPENDENT REGISTEREDREGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Aurora Mobile Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Aurora Mobile Limited (the Company)“Company”) as of December 31, 20172022 and 2018,2021, the related consolidated statements of comprehensive loss, shareholders' deficitshareholders’ equity and cash flows for each of the three years in the period ended December 31, 2018,2022, 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, 20172022 and 2018,2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018,2022, in conformity with U.S. generally accepted accounting principles.

Adoption of New Accounting Standard
As discussed in Note 2 to the consolidated financial statements, the Company changed its method for accounting for leases using a modified retrospective transition method during the year ended December 31, 2022.
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 Public Company Accounting Oversight Board (United States) (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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company'sCompany’s internal control over financial reporting. Accordingly, we express no such opinion.

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.

/s/ Ernst & Young Hua Ming LLP

We have served as the Company’s auditor since 2018.

Shenzhen, the People’s Republic of China

April 3, 2019

F-1

18
, 2023
F-2

AURORA MOBILE LIMITED

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

 

 

 

 

As of December 31,

 

 

 

Note

 

2017

 

 

2018

 

 

 

 

 

RMB

 

 

RMB

 

 

US$

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

208,161

 

 

 

576,562

 

 

 

83,857

 

Restricted cash

 

 

 

 

115

 

 

 

115

 

 

 

17

 

Accounts receivable, net of allowances of RMB3,462 and RMB9,308

   (US$1,354) as of December 31, 2017 and 2018, respectively

 

3

 

 

49,594

 

 

 

141,911

 

 

 

20,640

 

Prepayments and other current assets

 

4

 

 

34,228

 

 

 

80,578

 

 

 

11,719

 

Amounts due from related parties

 

16

 

 

1,260

 

 

 

4,564

 

 

 

664

 

Total current assets

 

 

 

 

293,358

 

 

 

803,730

 

 

 

116,897

 

Non-current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

5

 

 

53,023

 

 

 

92,874

 

 

 

13,508

 

Intangible assets, net

 

6

 

 

283

 

 

 

1,531

 

 

 

223

 

Long-term investments

 

7

 

 

10,980

 

 

 

79,696

 

 

 

11,591

 

Other non-current assets

 

 

 

 

1,806

 

 

 

14,237

 

 

 

2,071

 

Total non-current assets

 

 

 

 

66,092

 

 

 

188,338

 

 

 

27,393

 

Total assets

 

 

 

 

359,450

 

 

 

992,068

 

 

 

144,290

 

LIABILITIES, MEZZANINE EQUITY AND

   SHAREHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable (including accounts payable of the variable interest entity

   (“VIE”) without recourse to the Company of RMB8,340 and

   RMB18,683 (US$2,717) as of December 31, 2017 and 2018,

   respectively)

 

 

 

 

8,340

 

 

 

18,811

 

 

 

2,736

 

Deferred revenue and customer deposits (including deferred revenue and

   customer deposits of the VIE without recourse to the Company of

   RMB48,085 and RMB55,625 (US$8,091) as of December 31, 2017 and

   2018, respectively)

 

8

 

 

49,557

 

 

 

59,483

 

 

 

8,651

 

Accrued liabilities and other current liabilities (including  accrued liabilities

   and other current liabilities of the VIE without recourse to the Company

   of RMB31,631 and RMB59,556 (US$8,662) as of December 31,

   2017 and 2018, respectively)

 

9

 

 

52,639

 

 

 

76,666

 

 

 

11,151

 

Amounts due to related parties (including amount due to related parties of

   the VIE without recourse to the Company of RMB459 and RMB8,864

   (USD$1,289) as of December 31, 2017 and 2018,

   respectively)

 

16

 

 

6,110

 

 

 

8,864

 

 

 

1,289

 

Total current liabilities

 

 

 

 

116,646

 

 

 

163,824

 

 

 

23,827

 

Non-current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other non-current liabilities (including other non-current liabilities of the

   VIE without recourse to the Company of RMB216 and RMB140

   (US$20) as of December 31, 2017 and

   2018, respectively)

 

 

 

 

216

 

 

 

140

 

 

 

20

 

Deferred tax liabilities (including deferred tax liabilities of the VIE without

   recourse to the Company of RMB5 and RMB nil (US$ nil) as of

   December 31, 2017 and 2018, respectively)

 

12

 

 

5

 

 

 

 

 

 

 

Deferred revenue (including deferred revenue of the VIE without recourse

   to the Company of RMB330 and RMB nil (US$ nil) as of

   December 31, 2017 and 2018, respectively)

 

 

 

 

330

 

 

 

10,265

 

 

 

1,493

 

Convertible notes (including deferred revenue of the VIE without recourse

   to the Company of RMB nil and RMB nil (US$ nil) as of

   December 31, 2017 and 2018, respectively)

 

13

 

 

 

 

 

216,179

 

 

 

31,442

 

Total non-current liabilities

 

 

 

 

551

 

 

 

226,584

 

 

 

32,955

 

Total liabilities

 

 

 

 

117,197

 

 

 

390,408

 

 

 

56,782

 

Commitments and contingencies

 

14

 

 

 

 

 

 

 

 

 

 

 

 

Mezzanine equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-2


Table of Contents

AURORA MOBILE LIMITED

CONSOLIDATED BALANCE SHEETS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

Series A contingently redeemable convertible preferred shares (par value

   of US$0.0001 and US$ nil per share as of December 31, 2017

   and 2018; 11,111,120 and nil shares authorized, issued and outstanding

   as of December 31, 2017 and 2018, respectively)

 

10

 

 

26,979

 

 

 

 

 

 

 

Series B contingently redeemable convertible preferred shares (par value

   of US$0.0001 and US$ nil per share as of December 31, 2017

   and 2018; 7,936,510 and nil shares authorized, issued and outstanding as of

   December 31, 2017 and 2018, respectively)

 

10

 

 

52,723

 

 

 

 

 

 

 

Series C contingently redeemable convertible preferred shares (par value

   of US$0.0001 and US$ nil per share as of December 31, 2017 and

   2018; 4,999,540 and nil shares authorized, issued and outstanding

   as of December 31, 2017 and 2018, respectively)

 

10

 

 

168,317

 

 

 

 

 

 

 

Series D contingently redeemable convertible preferred shares (par value

   of US$0.0001 and US$ nil per share as of December 31, 2017 and

   2018; 5,559,487 and nil shares authorized, issued and outstanding

   as of December 31, 2017 and 2018, respectively)

 

10

 

 

218,618

 

 

 

 

 

 

 

Total mezzanine equity

 

 

 

 

466,637

 

 

 

 

 

 

 

Shareholders’ (deficit) equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares (par value of US$0.0001 and nil per share as of

   December 31, 2017 and 2018; 470,393,343 and 50,000,000 shares authorized

   as of December 31, 2017 and 2018, 42,666,670 and nil shares issued and

   outstanding as of December 31, 2017 and 2018, respectively)

 

15

 

 

26

 

 

 

 

 

 

 

Class A common shares (par value of nil and US$0.0001 per share

   as of December 31, 2017 and 2018; nil and 4,920,000,000 shares authorized

   as of December 31, 2017 and 2018, nil and 59,547,823 shares issued

   and outstanding as of December 31, 2017 and 2018, respectively)

 

15

 

 

 

 

 

37

 

 

 

5

 

Class B common shares (par value of nil and US$0.0001 per share

   as of December 31, 2017 and 2018; nil and 30,000,000 shares authorized

   as of December 31, 2017 and 2018, nil and 17,000,189 shares issued

   and outstanding as of December 31, 2017 and 2018)

 

15

 

 

 

 

 

11

 

 

 

2

 

Treasury shares (nil and 46,303 class A common shares as of December 31,

   2017 and 2018, respectively)

 

15

 

 

 

 

 

(3,165

)

 

 

(460

)

Additional paid-in capital

 

 

 

 

13,689

 

 

 

944,500

 

 

 

137,372

 

Accumulated deficit

 

 

 

 

(234,810

)

 

 

(348,123

)

 

 

(50,632

)

Accumulated other comprehensive loss

 

 

 

 

(3,289

)

 

 

8,400

 

 

 

1,221

 

Total shareholders’ (deficit) equity

 

 

 

 

(224,384

)

 

 

601,660

 

 

 

87,508

 

Total liabilities, mezzanine equity and

   shareholders’ deficit

 

 

 

 

359,450

 

 

 

992,068

 

 

 

144,290

 

The accompanying notes are an integral part of the consolidated financial statements.

F-3


Table of Contents

AURORA MOBILE LIMITED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”), except for number of shares and per share data)

 

 

 

 

Year ended December 31,

 

 

 

Note

 

2016

 

 

2017

 

 

2018

 

 

 

 

 

RMB

 

 

RMB

 

 

RMB

 

 

US$

 

Revenues (including related party amounts of RMB3,507 and

   RMB2,543 (US$370) for the years ended December 31,

   2017 and 2018, respectively)

 

17

 

 

70,322

 

 

 

284,709

 

 

 

714,141

 

 

 

103,868

 

Cost of revenues (including related party amounts of

   RMB788 and RMB19,763 (US$2,874) for the years ended

   December 31, 2017 and 2018, respectively)

 

 

 

 

(47,722

)

 

 

(213,370

)

 

 

(517,074

)

 

 

(75,205

)

Gross profit

 

 

 

 

22,600

 

 

 

71,339

 

 

 

197,067

 

 

 

28,663

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development (including related party amounts of

   RMB762 and RMB200 (US$29) for the years ended

   December 31, 2017 and 2018, respectively)

 

 

 

 

(33,717

)

 

 

(71,651

)

 

 

(134,358

)

 

 

(19,542

)

Sales and marketing (including related party amounts of

   RMB541 and RMB178 (US$26) for the years ended

   December 31, 2017 and 2018, respectively)

 

 

 

 

(33,062

)

 

 

(59,673

)

 

 

(83,853

)

 

 

(12,196

)

General and administrative (including related party amounts of

   RMB138 and RMB59 (US$9) for the years ended

   December 31, 2017 and 2018, respectively)

 

 

 

 

(13,480

)

 

 

(32,431

)

 

 

(71,641

)

 

 

(10,419

)

Total operating expenses

 

 

 

 

(80,259

)

 

 

(163,755

)

 

 

(289,852

)

 

 

(42,157

)

Loss from operations

 

 

 

 

(57,659

)

 

 

(92,416

)

 

 

(92,785

)

 

 

(13,494

)

Foreign exchange (loss)/ gain, net

 

 

 

 

(328

)

 

 

(2,724

)

 

 

264

 

 

 

38

 

Interest income

 

 

 

 

283

 

 

 

314

 

 

 

3,657

 

 

 

532

 

Interest expense

 

 

 

 

 

 

 

(122

)

 

 

(7,054

)

 

 

(1,026

)

Other income

 

 

 

 

232

 

 

 

677

 

 

 

8,449

 

 

 

1,229

 

Change in fair value of derivative liability

 

19

 

 

 

 

 

 

 

 

21,302

 

 

 

3,098

 

Loss before income taxes

 

 

 

 

(57,472

)

 

 

(94,271

)

 

 

(66,167

)

 

 

(9,623

)

Income tax (expense) benefit

 

12

 

 

(3,910

)

 

 

3,980

 

 

 

(30

)

 

 

(4

)

Net loss

 

 

 

 

(61,382

)

 

 

(90,291

)

 

 

(66,197

)

 

 

(9,627

)

Net loss attributable to Aurora Mobile Limited’s shareholders

 

 

 

 

(61,382

)

 

 

(90,291

)

 

 

(66,197

)

 

 

(9,627

)

Accretion of contingently redeemable

  convertible preferred shares

 

 

 

 

(12,427

)

 

 

(26,391

)

 

 

(24,094

)

 

 

(3,504

)

Net loss attributable to common shareholders

 

 

 

 

(73,809

)

 

 

(116,682

)

 

 

(90,291

)

 

 

(13,131

)

Net loss per share  for class A and class B common shares:

 

16

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares - basic and diluted

 

 

 

 

(1.73

)

 

 

(2.73

)

 

 

 

 

 

 

Class A common shares - basic and diluted

 

 

 

 

 

 

 

 

 

 

(1.57

)

 

 

(0.23

)

Class B common shares - basic and diluted

 

 

 

 

 

 

 

 

 

 

(1.57

)

 

 

(0.23

)

Shares used in net loss per share computation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares - basic and diluted

 

 

 

 

42,666,670

 

 

 

42,666,670

 

 

 

 

 

 

 

Class A common shares - basic and diluted

 

 

 

 

 

 

 

 

 

 

40,441,999

 

 

 

40,441,999

 

Class B common shares - basic and diluted

 

 

 

 

 

 

 

 

 

 

17,000,189

 

 

 

17,000,189

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

 

 

1,896

 

 

 

(7,563

)

 

 

11,688

 

 

 

1,700

 

Total other comprehensive income (loss), net of tax

 

 

 

 

1,896

 

 

 

(7,563

)

 

 

11,688

 

 

 

1,700

 

Total comprehensive loss

 

 

 

 

(59,486

)

 

 

(97,854

)

 

 

(54,509

)

 

 

(7,927

)

Comprehensive loss attributable to Aurora Mobile Limited

 

 

 

 

(59,486

)

 

 

(97,854

)

 

 

(54,509

)

 

 

(7,927

)

       As of December 31, 
   Note   2021   2022 
       RMB   RMB   US$ 
ASSETS
                    
Current assets:
                    
Cash and cash equivalents        90,552    116,128    16,837 
Restricted cash        164,030    132    19 
Derivative assets        5,989    —      —   
Short-term investments   
    30,000    —      —   
Accounts receivable, net of allowances of RMB37,690 and RMB5,142 (US$746) as of December 31, 2021 and 2022, respectively   3    43,860    29,727    4,310 
Prepayments and other current assets   4    46,670    30,401    4,407 
Amounts due from related parties   18    35    255    37 
                     
Total current assets
       
 
381,136
 
  
 
176,643
 
  
 
25,610
 
                     
Non-current
assets:
                    
Property and equipment, net   5    62,179    14,947    2,167 
Operating lease
right-of-use
assets
   6        33,756    4,894 
Intangible assets, net   7    5,398    23,947    3,472 
Goodwill   7    —      37,785    5,478 
Long-term investments   8    141,926    141,901    20,574 
Other
non-current
assets
        4,898    4,128    599 
                     
Total
non-current
assets
       
 
214,401
 
  
 
256,464
 
  
 
37,184
 
                     
Total assets
       
 
595,537
 
  
 
433,107
 
  
 
62,794
 
                     

F-3

AURORA MOBILE LIMITED
CONSOLIDATED BALANCE SHEETS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”), except for number of shares and per share data)
       As of December 31, 
   Note   2021   2022 
       RMB   RMB   US$ 
LIABILITIES, REDEEMABLE
NONCONTROLING
INTERESTS AND SHAREHOLDERS’ EQUITY
                    
Current liabilities:
                    
Short-term loan (including short-term loan of the variable interest entity (“VIE”) without recourse to the Company of nil and RMB5,000 (US$725) as of December 31, 2021 and 2022, respectively)
   10    150,000    5,000    725 
Accounts payable (including accounts payable of the variable interest entity (“VIE”) without recourse to the Company of RMB17,529 and RMB15,325 (US$2,222) as of December 31, 2021 and 2022, respectively)
        18,292    18,169    2,634 
Deferred revenue and customer deposits (including deferred revenue and customer deposits of the VIE without recourse to the Company of RMB115,900 and RMB132,195 (US$19,166) as of December 31, 2021 and 2022, respectively)
   11    119,991    138,804    20,125 
Operating lease liabilities (including operating lease liabilities of the VIE without recourse to the Company of nil and RMB16,491 (US$2,391) as of December 31, 2021 and 2022, respectively)
   6    —      18,133    2,629 
Accrued liabilities and other current liabilities (including accrued liabilities and other current liabilities of the VIE without recourse to the Company of RMB64,527 and RMB73,779 (US$10,697) as of December 31, 2021 and 2022, respectively)
   12    85,305    75,333    10,922 
Amounts due to related parties (including amount due to related parties of the VIE without recourse to the Company of RMB54 and nil as of December 31, 2021 and 2022, respectively)
   18    54    —      —   
        
 
 
   
 
 
   
 
 
 
Total current liabilities
       
 
373,642
 
  
 
255,439
 
  
 
37,035
 
        
 
 
   
 
 
   
 
 
 
Non-current
liabilities:
                    
Deferred revenue (including
non-current
deferred revenue of the VIE without recourse to the Company of RMB569 and RMB3,585 (US$520) as of December 31, 2021 and 2022, respectively)
   11    3,845    3,585    520 
Operating lease liabilities (including
non-current
operating lease liabilities of the VIE without recourse to the Company of nil and RMB5,546 (US$804) as of December 31, 2021 and 2022, respectively)
   6    —      6,959    1,009 
Deferred tax liabilities (including
non-current
deferred tax liabilities of the VIE without recourse to the Company of nil and RMB4,824 (US$699) as of December 31, 2021 and 2022, respectively)
        —      4,824    699 
Other
non-current
liabilities (including other
non-current
liabilities of the VIE without recourse to the Company of RMB560 and RMB2,076 (US$301) as of December 31, 2021 and 2022, respectively)
        2,607    4,058    588 
        
 
 
   
 
 
   
 
 
 
Total
non-current
liabilities
       
 
6,452
 
  
 
19,426
 
  
 
2,816
 
        
 
 
   
 
 
   
 
 
 
Total liabilities
       
 
380,094
 
  
 
274,865
 
  
 
39,851
 
        
 
 
   
 
 
   
 
 
 
F-4

AURORA MOBILE LIMITED
CONSOLIDATED BALANCE SHEETS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”), except for number of shares and per share data)
       As of December 31, 
   Note   2021  2022 
       RMB  RMB  US$ 
Commitments and contingencies
   15              
Redeemable noncontrolling interests
   17    —     30,552   4,430 
Shareholders’ equity
                  
Class A common shares (par value of US$0.0001 per share as of December 31, 2021 and 2022; 4,920,000,000
 shares authorized as of December 31, 2021 and 2022, 
62,036,273 shares and 62,731,971 shares issued and outstanding as of December 31, 2021 and 2022, respectively)
   16    38   39   5 
Class B common shares (par value of US$0.0001 per share as of December 31, 202
1
 and 2022; 30,000,000 shares authorized as of December 31, 2021 and 2022, 17,000,189 shares and 17,000,189 shares issued and outstanding as of December 31, 2021 and 2022, respectively)
   16    11   11   2 
Treasury shares (nil and 182,313 class A common shares as of December 31, 2021 and 2022, respectively)        —     (1,689  (245
Additional
paid-in
capital
        1,021,961   1,037,007   150,352 
Accumulated deficit
        (819,018  (925,982  (134,255
Accumulated other comprehensive income
        12,451   18,304   2,654 
        
 
 
  
 
 
  
 
 
 
Total shareholders’ equity
       
 
215,443
 
 
 
127,690
 
 
 
18,513
 
        
 
 
  
 
 
  
 
 
 
Total liabilities, redeemable noncontrolling interests and shareholders’ equity
       
 
595,537
 
 
 
433,107
 
 
 
62,794
 
        
 
 
  
 
 
  
 
 
 
The accompanying notes are an integral part of the consolidated financial statements.

F-4

F-5

AURORA MOBILE LIMITED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”), except for number of shares and per share data)
       Year ended December 31, 
   Note   2020  2021  2022 
       RMB  RMB  RMB  US$ 
Revenues
(including related party amounts of nil, RMB100 and RMB400 (US$58) for the years ended December 31, 2020, 2021 and 2022, respectively)
   19    471,614   357,322   328,822   47,675 
Cost of revenues
        (265,436  (92,393  (103,057  (14,942
        
 
 
  
 
 
  
 
 
  
 
 
 
Gross profit
        206,178   264,929   225,765   32,733 
        
 
 
  
 
 
  
 
 
  
 
 
 
Operating expenses
                      
Research and development
        (174,597  (206,722  (154,476  (22,397
Sales and marketing
        (102,319  (116,415  (98,324  (14,256
General and administrative
        (119,087  (79,922  (105,404  (15,282
        
 
 
  
 
 
  
 
 
  
 
 
 
Total operating expenses
        (396,003  (403,059  (358,204  (51,935
        
 
 
  
 
 
  
 
 
  
 
 
 
Loss from operations
        (189,825  (138,130  (132,439  (19,202
        
 
 
  
 
 
  
 
 
  
 
 
 
Foreign exchange gain/(loss)
        10   (3,376  (2,866  (416
Interest income
        6,131   6,597   2,321   337 
Interest expense
        (11,724  (8,815  (3,136  (455
Other (loss)/income
   20    (30,814  (2,908  26,318   3,816 
Change in fair value of structured deposits
        1,233   20   59   9 
Change in fair value of foreign currency swap contract
        —     6,060   838   121 
        
 
 
  
 
 
  
 
 
  
 
 
 
Loss before income taxes
        (224,989  (140,552  (108,905  (15,790
        
 
 
  
 
 
  
 
 
  
 
 
 
Income tax (expenses)/benefits
   14    (86  (32  455   66 
        
 
 
  
 
 
  
 
 
  
 
 
 
Net loss
        (225,075  (140,584  (108,450  (15,724
        
 
 
  
 
 
  
 
 
  
 
 
 
Less: net loss attributable to redeemable noncontrolling interests
   17    —     —     (1,486  (215
Net loss attributable to Aurora Mobile Limited’s shareholders
        (225,075  (140,584  (106,964  (15,509
Net loss attributable to common shareholders
        (225,075  (140,584  (106,964  (15,509
        
 
 
  
 
 
  
 
 
  
 
 
 
Net loss per share for class A and class B common shares:
   16                  
Class A and B common shares - basic and diluted
        (2.91  (1.78  (1.35  (0.20
Weighted average shares used in computing net loss per share attributable to common shares:
                      
Class A common shares - basic and diluted        60,415,978   61,809,501   62,296,172   62,296,172 
Class B common shares - basic and diluted        17,000,189   17,000,189   17,000,189   17,000,189 
Other comprehensive income                      
Foreign currency translation adjustments
        4,450   1,638   5,853   849 
        
 
 
  
 
 
  
 
 
  
 
 
 
Total other comprehensive income, net of tax        4,450   1,638   5,853   849 
        
 
 
  
 
 
  
 
 
  
 
 
 
Total comprehensive loss        (220,625  (138,946  (102,597  (14,875
        
 
 
  
 
 
  
 
 
  
 
 
 
Less: comprehensive loss attributable to redeemable noncontrolling interests
   17    —     —     (1,486  (215
        
 
 
  
 
 
  
 
 
  
 
 
 
Comprehensive loss attributable to Aurora Mobile Limited’s shareholders
        (220,625  (138,946  (101,111  (14,660
        
 
 
  
 
 
  
 
 
  
 
 
 
The accompanying notes are an integral part of the consolidated financial statements.
F-6

AURORA MOBILE LIMITED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

EQUITY

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”), except for number of shares)

 

 

Common shares

 

 

Treasury Shares

 

 

Additional

paid-in

capital

 

 

Accumulated

other

comprehensive

income

 

 

Accumulated

deficit

 

 

Total

shareholders’

deficit

 

 

 

Number of

shares

 

 

Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RMB

 

 

 

 

 

 

RMB

 

 

RMB

 

 

RMB

 

 

RMB

 

Balance as of January 1, 2016

 

 

42,666,670

 

 

 

26

 

 

 

 

 

 

1,711

 

 

 

2,378

 

 

 

(44,319

)

 

 

(40,204

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(61,382

)

 

 

(61,382

)

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,896

 

 

 

 

 

 

1,896

 

Contribution from shareholder

 

 

 

 

 

 

 

 

 

 

 

1,000

 

 

 

 

 

 

 

 

 

1,000

 

Accretion of contingently redeemable

   convertible preferred shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(12,427

)

 

 

(12,427

)

Share-based compensation

 

 

 

 

 

 

 

 

 

 

 

2,703

 

 

 

 

 

 

 

 

 

2,703

 

Balance as of December 31, 2016

 

 

42,666,670

 

 

 

26

 

 

 

 

 

 

5,414

 

 

 

4,274

 

 

 

(118,128

)

 

 

(108,414

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2017

 

 

42,666,670

 

 

 

26

 

 

 

 

 

 

5,414

 

 

 

4,274

 

 

 

(118,128

)

 

 

(108,414

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(90,291

)

 

 

(90,291

)

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,563

)

 

 

 

 

 

(7,563

)

Accretion of contingently redeemable convertible

   preferred shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(26,391

)

 

 

(26,391

)

Share-based compensation (Note 11)

 

 

 

 

 

 

 

 

 

 

 

8,275

 

 

 

 

 

 

 

 

 

8,275

 

Balance as of December 31, 2017

 

 

42,666,670

 

 

 

26

 

 

 

 

 

 

13,689

 

 

 

(3,289

)

 

 

(234,810

)

 

 

(224,384

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2018

 

 

42,666,670

 

 

 

26

 

 

 

 

 

 

13,689

 

 

 

(3,289

)

 

 

(234,810

)

 

 

(224,384

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(66,197

)

 

 

(66,197

)

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11,689

 

 

 

 

 

 

11,689

 

Issuance of Class A common shares in connection

   with initial public offering

 

 

6,059,708

 

 

 

4

 

 

 

 

 

 

464,376

 

 

 

 

 

 

 

 

 

464,380

 

Conversion of all outstanding contingently

   redeemable convertible preferred shares

   to Class A common shares

 

 

27,867,937

 

 

 

18

 

 

 

 

 

 

357,222

 

 

 

 

 

 

44,451

 

 

 

401,691

 

Redemption of contingently redeemable convertible

   preferred shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,915

)

 

 

(6,915

)

Accretion of contingently redeemable convertible

   preferred shares

 

 

 

 

 

 

 

 

 

 

 

84,652

 

 

 

 

 

 

(84,652

)

 

 

 

Repurchased shares

 

 

(46,303

)

 

 

 

 

 

(3,165

)

 

 

 

 

 

 

 

 

 

 

 

(3,165

)

Share-based compensation (Note 11)

 

 

 

 

 

 

 

 

 

 

 

24,561

 

 

 

 

 

 

 

 

 

24,561

 

Balance as of December 31, 2018

 

 

76,548,012

 

 

 

48

 

 

 

(3,165

)

 

 

944,500

 

 

 

8,400

 

 

 

(348,123

)

 

 

601,660

 

Balance as of December 31, 2018 in US$

 

 

76,548,012

 

 

 

7

 

 

 

(460

)

 

 

137,372

 

 

 

1,222

 

 

 

(50,632

)

 

 

87,508

 

   
Common shares
   
Treasury shares
  
Additional
paid-in

capital
   
Accumulated
other
comprehensive
income
   
Accumulated
deficit
  
Total
shareholders’
equity
 
   
Number of
shares
   
Amount
   
Number of

shares
  
Amount
 
       RMB      RMB  RMB   RMB   RMB  RMB 
Balance as of January 1, 2020
   77,106,226    48    
81,930
   (1,999)  956,735    6,363    (453,359)  507,788 
Net loss
   —      —      

   —     —      —      (225,075)  (225,075
Translation adjustments
   —      —      

   —     —      4,450    —     4,450 
Exercise and vesting of share-based
 
awards
   1,286,133    —      
(81,930

  1,999   3,219    —      —     5,218 
Share-based compensation (Note 13)
   —      —      
   —     28,858    —      —     28,858 
   
 
 
   
 
 
    
  
 
 
  
 
 
   
 
 
   
 
 
  
 
 
 
Balance as of December 31, 2020
  
 
78,392,359
 
  
 
48
 
   

  
 
—  
 
 
 
988,812
 
  
 
10,813
 
  
 
(678,434
 
 
321,239
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
  
 
 
 
 
 
 
 
   
Common shares
   
Additional
paid-in

capital
   
Accumulated
other
comprehensive
income
   
Accumulated
deficit
  
Total
shareholders’
equity
 
   
Number of
shares
   
Amount
 
       RMB   RMB   RMB   RMB  RMB 
Balance as of January 1, 2021
   78,392,359    48    988,812    10,813    (678,434)  321,239 
Net loss
   —      —      —      —      (140,584)  (140,584
Translation adjustments
   —      —      —      1,638    —     1,638 
Exercise and vesting of share—based awards
   644,103    1    2,937    —      —     2,938 
Share-based compensation (Note 13)
   —      —      30,212   
 
—  
 
   —     30,212 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
 
Balance as of December 31, 2021
  
 
79,036,462
 
  
 
49
 
  
 
1,021,961
 
  
 
12,451
 
  
 
(819,018
 
 
215,443
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
 
   
Common shares
   
Treasury shares
  
Additional
paid-in

capital
  
Accumulated
other
comprehensive
income
   
Accumulated
deficit
  
Total
shareholders’
equity
 
   
Number of
shares
  
Amount
   
Number of

shares
   
Amount
 
      RMB       RMB  RMB  RMB   RMB  RMB 
Balance as of January 1, 2022
   79,036,462   49    
   —     1,021,961   12,451    (819,018)  215,443 
Net loss
   —     —      

   —     —     —      (106,964  (106,964
Translation adjustments
   —     —      

   —     —     5,853    —     5,853 
Exercise and vesting of share-based
awards
   878,011   1    

   —     173   —      —     174 
Repurchase of common shares   (182,313  —      
182,313

   (1,689      —      —     (1,689)
Share-based compensation (Note 13)
   —     —      

   —     15,515   —      —     15,515 
Adjustment of redeemable noncontrolling
interests to redemption value
 
(Note 17)
   —     —      

   —     (642  —      —     (642)
 
  
 
 
 
 
 
 
 
  
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
Balance as of December 31, 2022
  
 
79,732,160
 
 
 
50
 
   
182,313

  
 
(1,689
 
 
1,037,007
 
 
 
18,304
 
  
 
(925,982
 
 
127,690
 
 
  
 
 
 
 
 
 
 
  
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
Balance as of December 31, 2022 in
US$
      
 
7
 
      
 
(245
)
 
 
150,352
 
 
 
2,654
 
  
 
(134,255
 
 
18,513
 
 
  
   
 
 
 
 
  
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
The accompanying notes are an integral part of the consolidated financial statements.

F-5

F-7

AURORA MOBILE LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

 

 

Year ended December 31,

 

 

 

2016

 

 

2017

 

 

2018

 

 

 

RMB

 

 

RMB

 

 

RMB

 

 

US$

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

(61,382

)

 

 

(90,291

)

 

 

(66,197

)

 

 

(9,627

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation of property and equipment

 

 

3,433

 

 

 

8,805

 

 

 

18,084

 

 

 

2,630

 

Amortization of intangible assets

 

 

 

 

35

 

 

 

307

 

 

 

45

 

Unrealized exchange (gain) loss

 

 

(369

)

 

 

339

 

 

 

11,689

 

 

 

1,700

 

Allowance for doubtful accounts

 

 

1,049

 

 

 

2,427

 

 

 

5,846

 

 

 

850

 

Deferred tax expense (benefit)

 

 

3,910

 

 

 

(3,980

)

 

 

 

 

 

 

Share-based compensation

 

 

2,703

 

 

 

8,275

 

 

 

24,561

 

 

 

3,572

 

Changes in operating assets and liabilities,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(5,870

)

 

 

(48,266

)

 

 

(98,163

)

 

 

(14,278

)

Prepayments and other current assets

 

 

(11,233

)

 

 

(21,558

)

 

 

(46,350

)

 

 

(6,741

)

Amounts due from related parties

 

 

(65

)

 

 

(1,169

)

 

 

(3,303

)

 

 

(480

)

Other non-current assets

 

 

 

 

(492

)

 

 

(1,431

)

 

 

(208

)

Accounts payable

 

 

822

 

 

 

13,015

 

 

 

10,471

 

 

 

1,523

 

Deferred revenue and customer deposits

 

 

11,018

 

 

 

31,144

 

 

 

19,861

 

 

 

2,889

 

Accrued liabilities and other current liabilities

 

 

14,469

 

 

 

26,503

 

 

 

24,027

 

 

 

3,495

 

Amounts due to related parties

 

 

676

 

 

 

(243

)

 

 

2,754

 

 

 

401

 

Change in deferred tax liabilities

 

 

 

 

 

 

(5

)

 

 

(1

)

Other non-current liabilities

 

 

(1,313

)

 

 

(76

)

 

 

(76

)

 

 

(11

)

Net cash used in operating activities

 

 

(42,152

)

 

 

(75,532

)

 

 

(97,925

)

 

 

(14,241

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of time deposits

 

 

(10,000

)

 

 

 

 

 

 

 

 

Proceeds from maturity of time deposits

 

 

 

 

10,053

 

 

 

 

 

 

 

Increase in long-term prepayment

 

 

 

 

 

 

 

 

(11,000

)

 

 

(1,600

)

Purchase of long-term investment

 

 

(1,041

)

 

 

(10,000

)

 

 

(68,716

)

 

 

(9,994

)

Purchase of property and equipment

 

 

(18,887

)

 

 

(28,378

)

 

 

(57,934

)

 

 

(8,426

)

Purchase of intangible assets

 

 

 

 

(319

)

 

 

(1,556

)

 

 

(226

)

Net cash used in investing activities

 

 

(29,928

)

 

 

(28,644

)

 

 

(139,206

)

 

 

(20,246

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from issuance of contingently redeemable convertible preferred shares,

   net of issuance cost

 

 

134,348

 

 

 

217,446

 

 

 

216,179

 

 

 

31,442

 

Proceeds from initial public offering, net of issuance cost

 

 

 

 

 

 

464,380

 

 

 

67,541

 

Redemption of contingently redeemable convertible preferred shares

 

 

 

 

 

 

 

 

(62,510

)

 

 

(9,092

)

Repurchase of ordinary shares

 

 

 

 

 

 

(3,165

)

 

 

(460

)

Contribution from shareholder

 

 

1,000

 

 

 

 

 

 

 

 

 

 

Net cash provided by financing activities

 

 

135,348

 

 

 

217,446

 

 

 

614,884

 

 

 

89,431

 

Effect of exchange rate on cash and cash equivalents and restricted cash

 

 

2,450

 

 

 

(8,282

)

 

 

(9,352

)

 

 

(1,362

)

Net increase in cash and cash equivalents and restricted cash

 

 

65,718

 

 

 

104,988

 

 

 

368,401

 

 

 

53,582

 

Cash, cash equivalents and restricted cash at the beginning of year

 

 

37,570

 

 

 

103,288

 

 

 

208,276

 

 

 

30,292

 

Including:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at the beginning of the year

 

 

37,570

 

 

 

103,168

 

 

 

208,161

 

 

 

30,276

 

Restricted cash at the beginning of the year

 

 

 

 

120

 

 

 

115

 

 

 

17

 

Cash, cash equivalents and restricted cash at the end of year

 

 

103,288

 

 

 

208,276

 

 

 

576,677

 

 

 

83,874

 

Including:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at the end of the year

 

 

103,168

 

 

 

208,161

 

 

 

576,562

 

 

 

83,857

 

Restricted cash at the end of the year

 

 

120

 

 

 

115

 

 

 

115

 

 

 

17

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense paid

 

 

 

 

122

 

 

 

 

 

Purchase of property and equipment included in accrued liabilities and other

   current liabilities

 

 

 

 

9,731

 

 

 

104

 

 

 

15

 

The accompanying notes are an integral part of the consolidated financial statements.

F-6

   Year ended December 31, 
   2020  2021  2022 
   RMB  RMB  RMB  US$ 
Cash flows from operating activities:
                 
Net loss
   (225,075  (140,584  (108,450  (15,724
Adjustments to reconcile net loss to net cash used in operating activities:
                 
Depreciation of property and equipment
   37,704   27,337   24,362   3,532 
Amortization of intangible assets
   4,366   4,481   6,043   876 
Lease expense to reduce
right-of-use
assets
   —     —     9,002   1,305 
Unrealized exchange gain
   (90         
Deferred tax benefits
   —     —     (481  (70
Allowance for doubtful accounts
   18,732   (246  2,895   420 
Interest expenses, net
   7,931   2,857   807   117 
Impairment of long-term investments
   38,739   25,370   6,726   975 
Impairment of property and equipment
   10,952   —     22,400   3,248 
Impairment of amount due from related companies
   479   —     —     —   
Impairment of loans
   4,500   528   705   102 
Loss/ (gain) on disposal of property and equipment
   23   (821  14   2 
Change in fair value of structured deposits
   (1,233  (20  (59  (9
Change in fair value of foreign currency swap contract
   —     (6,060  (838  (121
Share-based compensation expenses
   28,858   30,212   15,515   2,249 
   
 
 
  
 
 
  
 
 
  
 
 
 
Changes in operating assets and liabilities:
 
            
Accounts and notes receivable
   71,799   1,271   12,528   1,816 
Prepayments and other current assets
   43,281   13,572   17,447   2,531 
Amounts due from related parties
   43   (35  (220  (32
Derivative assets
   —     —     7,214   1,046 
Operating lease
right-of-use
assets
   —     —     (26,214  (3,801
Other
non-current
assets
   11   370   133   19 
Accounts payable
   (3,403  1,699   (1,064  (154
Deferred revenue and customer deposits
   29,520   8,605   12,023   1,743 
Tax payable
   (115  (81  (371  (54
Accrued interest related to convertible notes
   —     (21,049  —     —   
Accrued liabilities and other current liabilities
   8,908   (25,596  (25,797  (3,738
Amounts due to related parties
   (56  54   (54  (8
Operating lease
liabilities
   —     —     5,941   861 
Other
non-current
liabilities
   (64  1,486   2,317   336 
   
 
 
  
 
 
  
 
 
  
 
 
 
Net cash provided by /(used in) operating activities
   75,810   (76,650  (17,476  (2,533
   
 
 
  
 
 
  
 
 
  
 
 
 
F-8

AURORA MOBILE LIMITED

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

OF CASH FLOWS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

   Year ended December 31, 
   2020  2021  2022 
   RMB  RMB  RMB  US$ 
Cash flows from investing activities:
                 
Purchase of short-term investments
   (470,169  —     (41,000  (5,944
Proceeds from maturities of short-term investments
   391,964   50,000   71,000   10,294 
Purchase of long-term investments
   (36,012  —     (2,690  (390
Payment for acquisitions, net of cash acquired
   —     —     58   8 
Proceed from disposal of long-term investments
   —     —     585   85 
Investment in loans granted to other companies
   (8,000  (2,000  (1,000  (145
Proceed from maturities of loans granted to other companies
   —     —     1,000   145 
Investment in convertible loans
   —     (4,859  —     —   
Purchase of property and equipment
   (19,685  (16,291  (632  (92
Proceeds from disposal of property and equipment
   133   2,238   24   3 
Purchase of intangible assets
   (2,646  (2,646  (492  (71
   
 
 
  
 
 
  
 
 
  
 
 
 
Net cash (used in) /provided by investing activities
   (144,415  26,442   26,853   3,893 
   
 
 
  
 
 
  
 
 
  
 
 
 
     
Cash flows from financing activities:
                 
Proceeds from short-term bank loan
s
   —     150,000   43,000   6,234 
Repayment of short-term
bank
 
loans
   —     —     (188,000  (27,257
Proceeds from issuance of common shares
   —     1   1   —   
Repurchase of ordinary shares
   —     —     (1,689  (245
Prepayment for stock issuance cost   —     —     (1,525  (221
Repayment of convertible notes
   —     (207,459  —     —   
Proceeds from exercise of share options
   315   2,938   173   25 
   
 
 
  
 
 
  
 
 
  
 
 
 
Net cash provided by /(used in) financing activities
   315   (54,520  (148,040  (21,464
   
 
 
  
 
 
  
 
 
  
 
 
 
Effect of exchange rate on cash and cash equivalents and restricted cash
   (7,054  3,080   341   49 
   
 
 
  
 
 
  
 
 
  
 
 
 
Net decrease in cash and cash equivalents and restricted cash
   (75,344  (101,648  (138,322  (20,055
   
 
 
  
 
 
  
 
 
  
 
 
 
Net decrease in cash and cash equivalents and restricted cash
   (75,344  (101,648  (138,322  (20,055
   
 
 
  
 
 
  
 
 
  
 
 
 
Cash, cash equivalents and restricted cash at the beginning of year
   431,574   356,230   254,582   36,911 
   
 
 
  
 
 
  
 
 
  
 
 
 
Including:
                 
Cash and cash equivalents at the beginning of the year
   431,459   356,115   90,552   13,129 
Restricted cash at the beginning of the year
   115   115   164,030   23,782 
Cash, cash equivalents and restricted cash at the end of year
   356,230   254,582   116,260   16,856 
   
 
 
  
 
 
  
 
 
  
 
 
 
Including:
                 
Cash and cash equivalents at the end of the year
   356,115   90,552   116,128   16,837 
Restricted cash at the end of the year
   115   164,030   132   19 
Supplemental disclosures of cash flow information:
                 
Income tax paid
   195   182   296   43 
Interest expense paid
   —     4,513   2,434   353 
Non-cash
investing and financing activities:
                 
Unpaid cash consideration for business combination (Note 12)   —     —     16,788   2,434 
Acquisition of long-term investments
   8,000   —     —     —   
Purchase of property and equipment included in accrued liabilities and other current liabilities
   1,355   2,484   —     —   
Purchase of intangible assets included in accrued liabilities and other current liabilities
   2,503   —     —     —   
   
 
 
  
 
 
  
 
 
  
 
 
 
The accompanying notes are an integral part of the consolidated financial statements.
F-9

AURORA MOBILE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) )

1

Organization and principal activities

Aurora Mobile Limited (the “Company” and where appropriate, the term “Company” also refers to its subsidiaries, and variable interest entity)entity (“VIE”), and subsidiaries of the VIE) is a limited company incorporated in the Cayman Islands under the laws of the Cayman Islands on April 9, 2014. The Company through its subsidiaries, VIE, and variable interest entity (“VIE”),subsidiaries of the VIE are principally engaged in providing data solutions
Software-as-a-Service
(“SAAS”) Businesses, which include targeted marketing, industry insights,developer services, financial risk management, market intelligence, and location-based intelligence services, in the People’s Republic of China (the “PRC”).

As PRC laws and regulations prohibit and restrict foreign ownership of internet value-added businesses, the Company operates its business, primarily through the VIE. The Company, through JPush Information Consulting (Shenzhen) Co., Ltd. (“Shenzhen JPush” or “WFOE”) entered into powers of attorney and an exclusive option agreement with the nominee shareholders of the VIE, Shenzhen Hexun Huagu Information Technology Co., Ltd. (“Hexun Huagu”), that gave WFOE the power to direct the activities that most significantly affect the economic performance of the VIE and to acquire the equity interests in the VIE when permitted by the PRC laws, respectively. In addition, pursuant to the supplementary agreements, signed in March, 2018, the rights under the aforementioned power of attorney and the exclusive call option agreements were assigned to the board of directors of the Company (the “Board”) or any officer authorized by the Board, which entitled the Company to receive economic benefits from the VIE that potentially could be significant to the VIE.

Despite the lack of technical majorityequity ownership, the Company has effective controlas a result of the VIE through a series of VIE agreements and a parent-subsidiary relationship exists between the Company and the VIE. Through the VIE agreements and the supplementary agreements, the shareholders of the VIE effectively assigned all of their voting rights underlying their equity in the VIE to the Company.Company, which gives the Company the power to direct the activities that most significantly impact the VIE’s economic performance. In addition, through the exclusive business operation agreement, the Company, through its WFOE in the PRC, havehas the right to receive economic benefits from the VIE that potentially could be significant to the VIE. Lastly, through the financial support agreement and the shareholder voting proxy agreement, the Company has the obligation to absorb losses of the VIE that could potentially be significant to the VIE. Therefore, the Company is considered the primary beneficiary of the VIE and consolidates the VIE as required by SEC Regulation
S-X
Rule
3A-02
and Accounting Standards Codification (“ASC”) 810.

The following is a summary of the VIE agreements:

Exclusive Option Agreements

Pursuant to the exclusive option agreements entered into between VIE’s nominee shareholders and the WFOE, the nominee shareholders irrevocably granted the WFOE an option to request the nominee shareholders to transfer or sell any part or all of its equity interests in the VIE, or any or all of the assets of the VIE, to the WFOE, or their designees. The purchase price of the equity interests in the VIE is equal to the minimum price required by PRC law. Without the WFOE’s prior written consent, the VIE and its nominee shareholders cannot amend its articles of association, increase or decrease the registered capital, sell or otherwise dispose of its assets or beneficial interest, create or allow any encumbrance on its assets or other beneficial interests and provide any loans or guarantees. The nominee shareholders cannot request any dividends or other form of assets. If dividends or other form of assets were distributed, the nominee shareholders are required to transfer all received distribution to the WFOE or their designees. These agreements are not terminated until all of the equity interest of the VIE is transferred to the WFOE or the person(s)person (s) designated by the WFOE. None of the nominee shareholders have the right to terminate or revoke the agreements under any circumstance unless otherwise regulated by law.

F-10

AURORA MOBILE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) )
1
Organization and principal activities (continued)
Equity Interest Pledge Agreements

Pursuant to the equity interest pledge agreements, each nominee shareholder of the VIE has pledged all of their respective equity interests in the VIE to WFOE as continuing first priority security interest to guarantee the performance of their and the VIE’s obligations under the powers of attorney agreement, the exclusive option agreement and the exclusive business cooperation agreement. WFOE is entitled to all dividends during the effective period of the share pledge except as it agrees otherwise in writing. If VIE or any of the nominee shareholder breaches its contractual obligations, WFOE will be entitled to certain rights regarding the pledged equity interests, including receiving proceeds from the auction or sale of all or part of the pledged equity interests of VIE in accordance with PRC law. None of the nominee shareholders shall, without the prior written consent of WFOE, assign or transfer to any third party, distribute dividends and create or cause any security interest and any liability in whatsoever form to be created on, all or any part of the equity interests it holds in the VIE. This agreement is not terminated until all of the technical support and consulting and service fees have been fully paid under the exclusive business cooperation agreement and all of VIE’s obligations have been terminated under the other controlling agreements. On December 16, 2014, theThe Company registered the equity pledge with the relevant office of the administration for industry and commerce in accordance with the PRC Property Rights Law.

F-7


Table of Contents

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

1

Organization and principal activities(continued)

Exclusive Business Cooperation Agreement

Pursuant to the exclusive business cooperation agreement entered into by WFOE and VIE, WFOE provides exclusive technical support and consulting services in return for an annual service fee based on a certain percentage of the VIE’s audited total operating income, which is adjustable at the sole discretion of WFOE. Without WFOE’s consent, the VIE cannot procure services from any third party or enter into similar service arrangements with any other third party, except for those from WFOE. In addition, the profitable consolidated VIE has granted WFOE an exclusive right to purchase any or all of the business or assets of each of the profitable consolidated VIE at the lowest price permitted under PRC law. This agreement is irrevocable or can only be unilaterally revoked/amended by WFOE.

Powers of Attorney

Pursuant to the powers of attorney signed between VIE’s nominee shareholders and WFOE, each nominee shareholder irrevocably appointed WFOE as
its attorney-in-fact to
exercise on each shareholder’s behalf any and all rights that each shareholder has in respect of its equity interest in VIE (including but not limited to executing the exclusive right to purchase agreements, the voting rights and the right to appoint directors and executive officers of VIE). This agreement is effective and irrevocable as long as the nominee shareholder remains a shareholder of VIE.

In March 2018, the

The following supplementary agreements were entered into:

Financial Support Agreement

Pursuant to the financial support undertaking letter, dated March 28, 2018, the Company is obligated to provide unlimited financial support to the VIE, to the extent permissible under the applicable PRC laws and regulations. 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.

F-11

AURORA MOBILE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) )
1
Organization and principal activities (continued)
Shareholder Voting Proxy Agreement

The Nominee Shareholders also
re-signed
the powers of attorney agreement whereby they granted an irrevocable proxy of the voting rights underlying their respective equity interests in VIE from the WFOE to the Company, which includes, but are not limited to, all the shareholders’ rights and voting rights empowered to the Nominee Shareholders by the company law and the Company’s Article of Association.

Accordingly, as a result of the power to direct the activities of the VIE pursuant to the powers of attorney agreement and the obligation to absorb the expected losses of VIE through the unlimited financial support, the WFOE ceased to be the primary beneficiary and the Company becameis the primary beneficiary of the VIE.
Prior to July 26, 2022, Weidong Luo, Xiaodao Wang and Jiawen Fang, held 80%, 10% and 10
% equity interests in the VIE, on March 28, 2018.

respectively. On July 26, 2022, the nominee shareholders of the VIE, Xiaodao Wang and Jiawen Fang transferred their equity interests in the VIE to Guangyan Chen, a senior management of Hexun Huagu (the “Transfer of Shares”). After the Transfer of Shares, the VIE is held as to 

80% by Weidong Luo and 20% by Guangyan Chen. On July 26, 2022, the registration of this transfer with the local branch of the State Administration of Industry and Commerce (the “SAIC”) was completed.
In the opinion of the Company’s PRC legal counsel, (i) the ownership structure of the PRC subsidiary and the VIE aredoes not result in compliance with the existingany violation of any explicit requirements under any PRC laws and regulations;regulations in all material aspects; (ii) each of the VIE agreements is valid, binding and enforceable in accordance with its terms, and applicable PRC laws or regulations(iii) the execution, delivery and willperformance of the contractual arrangements do not violate applicable PRC laws or regulationsresult in effect; and (iii) are valid in accordance withany violation of the provisions of the articles of association and business licenses of the Company.

VIE.

However, uncertainties in the PRC legal system could cause the Company’s current ownership structure to be found in violation of existing and/or future PRC laws or regulations and could limit the Company’s ability to enforce its rights under these contractual arrangements. Furthermore, the nominee shareholders of the VIE may have interests that are different than those of the Company, which could potentially increase the risk that they would seek to act contrary to the terms of the contractual agreements with the VIE.

In addition, if the current structure or any of the contractual arrangements is found to be in violation of any existing or future PRC laws or regulations, the Company could be subject to penalties, which could include, but not be limited to, revocation of business and operating licenses, discontinuing or restricting business operations, restricting the Company’s right to collect revenues, temporary or permanent blocking of the Company’s internet platforms, restructuring of the Company’s operations, imposition of additional conditions or requirements with which the Company may not be able to comply, or other regulatory or enforcement actions against the Company that could be harmful to its business. The imposition of any of these or other penalties could have a material adverse effect on the Company’s ability to conduct its business.

F-8

F-12

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

1

Organization and principal activities(continued)

The following table set forth the assets and liabilities of the VIE and its subsidiaries included in the Company’s consolidated balance sheets:

 

 

As of December 31,

 

 

 

2017

 

 

2018

 

 

 

RMB

 

 

RMB

 

 

US$

 

ASSETS:

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

49,853

 

 

 

31,763

 

 

 

4,620

 

Restricted cash

 

 

115

 

 

 

115

 

 

 

17

 

Accounts receivable

 

 

49,561

 

 

 

141,705

 

 

 

20,609

 

Prepayments and other current assets

 

 

29,637

 

 

 

64,532

 

 

 

9,386

 

Amounts due from the Company and its subsidiaries

 

 

3,806

 

 

 

3,965

 

 

 

577

 

Amounts due from related parities

 

 

1,186

 

 

 

2,848

 

 

 

414

 

Total current assets

 

 

134,158

 

 

 

244,928

 

 

 

35,623

 

Non-current assets:

 

 

 

 

 

 

 

 

 

 

 

 

Long-term investments

 

 

10,000

 

 

 

71,512

 

 

 

10,401

 

Other receivables-non current

 

 

1,354

 

 

 

2,529

 

 

 

368

 

Property and equipment, net

 

 

24,258

 

 

 

46,271

 

 

 

6,730

 

Intangible assets, net

 

 

283

 

 

 

1,406

 

 

 

204

 

Long-term prepayment

 

 

 

 

 

11,000

 

 

 

1,600

 

Total non-current assets

 

 

35,895

 

 

 

132,718

 

 

 

19,303

 

Total assets

 

 

170,053

 

 

 

377,646

 

 

 

54,926

 

LIABILITIES:

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

8,340

 

 

 

18,683

 

 

 

2,717

 

Deferred revenue and customer deposits

 

 

48,085

 

 

 

55,625

 

 

 

8,091

 

Accrued liabilities and other current liabilities

 

 

31,631

 

 

 

59,556

 

 

 

8,662

 

Amounts due to the Company and its subsidiaries

 

 

39,861

 

 

 

15,534

 

 

 

2,259

 

Amounts due to related parties

 

 

459

 

 

 

8,864

 

 

 

1,289

 

Total current liabilities

 

 

128,376

 

 

 

158,262

 

 

 

23,018

 

Non-current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Amounts due to the Company and its subsidiaries

 

 

60,000

 

 

 

240,000

 

 

 

34,907

 

Other non-current liabilities

 

 

216

 

 

 

140

 

 

 

20

 

Deferred tax liabilities

 

 

5

 

 

 

 

 

 

 

Deferred revenue and customer deposits

 

 

330

 

 

 

 

 

 

 

Total non-current liabilities

 

 

60,551

 

 

 

240,140

 

 

 

34,927

 

Total liabilities

 

 

188,927

 

 

 

398,402

 

 

 

57,945

 

F-9

   As of December 31, 
   2021   2022 
   RMB   RMB   US$ 
ASSETS:
               
Current assets:
               
Cash and cash equivalents
   55,946    64,719    9,383 
Restricted cash
   158,032    132    19 
Short-term investments
   30,000    —      —   
Accounts and notes receivable, net
   43,415    29,369    4,258 
Prepayments and other current assets
   37,807    21,656    3,140 
Amounts due from the Company and its subsidiaries
   69,405    236,093    34,230 
Amounts due from related parties
   35    255    37 
   
 
 
   
 
 
   
 
 
 
Total current assets
   394,640    352,224    51,067 
   
 
 
   
 
 
   
 
 
 
Non-current
assets:
               
Property and equipment, net
   45,068    12,375    1,794 
Operating lease
right-of-use
assets
   —      31,336    4,543 
Intangible assets, net
   5,398    23,947    3,472 
Goodwill
   —      37,785    5,478 
Long-term investments
   90,618    103,144    14,954 
Other-non current assets
   3,298    3,609    523 
   
 
 
   
 
 
   
 
 
 
Total
non-current
assets
   144,382    212,196    30,764 
   
 
 
   
 
 
   
 
 
 
Total assets
   539,022    564,420    81,831 
   
 
 
   
 
 
   
 
 
 
LIABILITIES:
               
Current liabilities:
               
Short-term loan
   —      5,000    725 
Accounts payable
   17,529    15,325    2,222 
Deferred revenue and customer deposits
   115,900    132,195    19,166 
Operating lease liabilities
       16,491    2,391 
Accrued liabilities and other current liabilities
   64,527    73,779    10,697 
Amounts due to the Company and its subsidiaries
   389,063    406,569    58,947 
Amounts due to related parties
   54         
   
 
 
   
 
 
   
 
 
 
Total current liabilities
   587,073    649,359    94,148 
   
 
 
   
 
 
   
 
 
 
Non-current
liabilities:
               
Amounts due to the Company and its subsidiaries
   277,000    257,000    37,261 
Deferred revenue
   569    3,585    520 
Operating lease liabilities
   —      5,546    804 
Deferred tax liabilities
   —      4,824    699 
Other
non-current
liabilities
   560    2,076    301 
   
 
 
   
 
 
   
 
 
 
Total
non-current
liabilities
   278,129    273,031    39,585 
   
 
 
   
 
 
   
 
 
 
Total liabilities
   865,202    922,390    133,733 
   
 
 
   
 
 
   
 
 
 
F-13

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

1

Organization and principal activities(continued)

The table sets forth the results of operations and cash flows of the VIE and its subsidiaries included in the company’sCompany’s consolidated statements of comprehensive loss and cash flows.

 

 

As of December 31,

 

 

 

2016

 

 

2017

 

 

2018

 

 

 

RMB

 

 

RMB

 

 

RMB

 

 

US$

 

Revenues

 

 

70,148

 

 

 

284,348

 

 

 

709,594

 

 

 

103,206

 

Cost of revenues

 

 

(47,559

)

 

 

(206,789

)

 

 

(499,589

)

 

 

(72,662

)

Net income/(loss)

 

 

18,681

 

 

 

(40,003

)

 

 

(16,785

)

 

 

(2,441

)

Net cash used in operating activities

 

 

7,590

 

 

 

(51,016

)

 

 

(68,316

)

 

 

(9,936

)

Net cash used in investing activities

 

 

 

 

 

(10,000

)

 

 

(104,675

)

 

 

(15,224

)

Net cash provided by financing activities

 

 

1,000

 

 

 

 

 

 

154,901

 

 

 

22,529

 

   For the years ended December 31, 
   2020   2021   2022 
   RMB   RMB   RMB   US$ 
Revenues
   465,066    351,243    322,066    46,695 
Cost of revenues
   (248,637   (83,259   (97,270   (14,103
Net loss
   (173,865   (100,782   (75,486   (10,944
Net cash provided by/(used in) operating activities
   168,971    68,336    (113,809   (16,501
Net cash (used in)/provided by investing activities
   (108,450   (186   29,682    4,303 
Net cash (used in)/provided by financing activities
   (156,124   30,000    (65,000   (9,424
As of December 31, 2021, RMB157,900
 of the restricted cash balance (Note 10) represents deposits held as collateral for the Company’s short-term loan with Shanghai Pudong Development Bank. There were
no
 pledges or collateralization of the VIE’s assets that can only be used to settle obligations of the VIE as of December 31, 20172021 and 2018. 2022. 
The amount of net liabilities of the VIE was RMB 18,874RMB326,180 and RMB 20,756RMB357,970 (US$3,019)51,902) as of December 31, 20172021 and 2018,2022, respectively. Creditors of the VIE have no recourse to the general credit of the primary beneficiary of the VIE, and such amounts have been parenthetically presented on the face of the consolidated balance sheets. The VIE holds certain assets, including data servers and related equipment for use in their operations. The VIE does not own any facilities except for the rental of certain office premises and data centers from third parties under operating lease arrangements. The VIE also holds certain value-added technology licenses, registered copyrights, trademarks and registered domain names, including the official website, which are also considered as revenue-producing assets. However, none of such assets was recorded on the Company’s consolidated balance sheets as such assets were all internally developed and expensed as incurred as they did not meet the capitalization criteria. The Company has not provided any financial or other support that it was not previously contractually required to provide to the VIE during the periods presented.

2

Summary of Significant Accounting Policies

Basis of presentation

The consolidated financial statements of the Company have been prepared in accordance with the generally accepted accounting principles of the United States (“U.S. GAAP”).

Principles of Consolidation

consolidation

The consolidated financial statements include the financial statements of the Company, its subsidiaries, the VIE, and subsidiaries of the VIE. All significant intercompany transactions and balances have been eliminated upon consolidation.

F-14

AURORA MOBILE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) )
2
Summary of Significant Accounting Policies (continued)
Use of estimates

The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates form the basis for judgments that management make about the carrying values of assets and liabilities, which are not readily apparent from other sources. Management base their estimates and judgments on historical information and on various other assumptions that they believe are reasonable under the circumstances.circumstances U.S. GAAP requires management to make estimates and judgments in several areas, including, but not limited to, those related to revenue recognition, collectability ofallowance for doubtful accounts, receivable, commitments, convertible notes,volume rebates relates to targeted marketing service, useful lives of property and impairment assessmentequipment and intangible assets, the purchase price allocation and fair value of intangible assets, propertyfair value of redeemable noncontrolling interests, impairment of goodwill, impairment of long-lived assets, fair value measurements and equipment, long-term investment, income taxes,impairment for equity investments without readily determinable fair value, impairment of loans receivables, including due from related parties, valuation allowance for deferred tax assets, uncertain tax position, fair value change of derivative liability, assets
,
incremental borrowing rates for operating lease liabilities
and share-based compensation. These estimates are based on management'smanagement’s knowledge about current events and expectations about actions that the Company may undertake in the future. Actual results could differ from those estimates.

F-10


Table of Contents

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

2

Summary of Significant Accounting Policies (continued)

Convenience translation

Translations of amounts from RMB into US$ for the convenience of the reader have been calculated at the exchange rate of RMB6.8755RMB6.8972 per US$1.00 on December 31, 2018,30, 2022, as published on the website of the United States Federal Reserve Board. No representation is made that the RMB amounts could have been, or could be, converted into US$ at such rate.

Foreign currency translation

The functional currency of the Company and the Company’s subsidiary outside the PRC are US$. The Company’s PRC subsidiary, VIE and subsidiaries of the VIE adopted RMB as their functional currencies. The determination of the respective functional currency is based on the criteria stated in ASC 830,
Foreign Currency Matters
. The Company uses RMB as its reporting currency. The consolidated financial statements of the Company are translated into RMB using the exchange rate as of the balance sheet date for assets and liabilities and average exchange rate for the year for income and expense items. Translation gains and losses are recorded in accumulated other comprehensive loss,income, as a component of shareholders’ deficit.

equity.

Transactions in currencies other than the functional currency are remeasured and recorded in the functional currency at the exchange rate prevailing on the transaction date.

Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured into the functional currency at the rates of exchange prevailing at the balance sheet dates. Transaction gains and losses are recognized in the consolidated statements of comprehensive loss during the period or year in which they occur.

F-15

AURORA MOBILE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) )
2
Summary of Significant Accounting Policies (continued)
Cash and cash equivalents

Cash and cash equivalents primarily consist of cash and demand deposits which are highly liquid. The Company considers highly liquid investments that are readily convertible to known amounts of cash and with original maturities from the date of purchase of three months or less to be cash equivalents. All cash and cash equivalents are unrestricted as to withdrawal and use.

Restricted cash

Restricted cash balance mainly represents (a) cash granted by the government and designated only for the purchase of property and equipment for certain approved projects.

technology research and development projects, which are not available for use until the Company obtains

pre-approval
from the government; and (b) deposits held in designated bank accounts as collateral for the Company’s short-term bank loan and foreign exchange swap contract, which are not available for the Company’s general use for operations.
Derivative assets
Derivative assets mainly represent the balances from the Company’s foreign currency swap contract with Shanghai Pudong Development Bank to reduce volatility in the Company’s economic value caused by foreign currency fluctuations. The foreign currency swap contract is not designated as hedges. The foreign currency swap contract is marked to market at each reporting date, with changes in fair value recognized in the consolidated statements of comprehensive loss. The foreign currency swap was settled in April 2022.
Short-term investments
The Company’s short-term investments primarily 
represent
time deposits with original maturities
between
three months
and one year
.
Accounts and notes receivable and allowance for doubtful accounts

Accounts and notes receivable are recorded at the realizable value amount, net of allowances for doubtful accounts. An allowance for doubtful accounts is recorded in the period when loss is probable based on many factors, including the age of the balance, the customer’s payment history and credit quality of the customers, current economic trends and other factors that may affect the Company’s ability to collect from customers. Bad debts are written off after all collection efforts have been exhausted.

F-16

AURORA MOBILE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) )
2
Summary of Significant Accounting Policies (continued)
Property and equipment, net

Property and equipment are stated at cost less accumulated depreciation.depreciation and impairment. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or the remaining lease term, whichever is shorter. The estimated useful lives of property and equipment are as follows:

Computer equipment and servers

3 – 5 years

Office furniture and equipment

3 – 5 years

Leasehold improvements

over the shorter of lease terms or estimated useful lives of the assets

Costs related to construction of property and equipment incurred before the assets are ready for their intended use are capitalized as construction in progress. Construction in progress is transferred to specific property and equipment items and depreciation of these assets commences when they are ready for their intended use. Expenditures for repair and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from their respective accounts, and any gain or loss on such sale or disposal is reflected in the consolidated statements of comprehensive loss.

F-11


Table of Contents

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

2

Summary of Significant Accounting Policies (continued)

Intangible assets

Intangible assets with finite lives are carried at cost less accumulated amortization. Intangible assets represent purchased computer software.software, systems and technology, brand and customer relationship acquired in a business combination. The cost of the brand and customer relationship is the fair value at the date of acquisition. All intangible assets with finite lives are amortized using the straight-line method over the estimated economic lives, which are as follows:

Computer software, systems and systems

technology

1 – 35 years

Brand10 years
Customer relationship5 years

Residual values are considered nil.
Impairment of long-lived assets other than goodwill

The Company evaluates long-lived assets, such as property and equipment and purchased intangible assets with finite lives, for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable in accordance with ASC 360, Property, Plant and Equipment.Equipment. When such events occur, the Company assesses the recoverability of the asset group based on the undiscounted future cash flow the asset group is expected to generate and recognizes an impairment loss when estimated undiscounted future cash flow expected to result from the use of the asset group plus net proceeds expected from disposition of the asset group, if any, is less than the carrying value of the asset group. If the Company identifies an impairment, the Company reduces the carrying amount of the asset group to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values. The Company uses estimates and judgments in its impairment tests and if different estimates or judgments had been utilized, the timing or the amount of any impairment charges could be different. No impairment loss was recognized forFor the years ended December 31, 2016, December 31, 20172020, 2021 and 2018, respectively.

Long-term investments

In accordance with ASC 325-20, Investments-Other: Cost Method Investments, the Company carries at cost its investments in investees which do not have readily determinable fair value and the Company does not have significant influence. The Company only adjusts for other-than-temporary declines in fair value and distributions of earnings that exceed the Company’s share of earnings since its investment.

Management regularly evaluates2022, the impairment of the cost method investments based on performancerecognized for long-lived assets were RMB10,952, nil and financial position of the investee as well as other evidence of market value. Such evaluation includes, but is not limited to, reviewing the investee’s cash position, recent financing, projected and historical financial performance, cash flow forecasts and financing needs. An impairment loss is recognized in earnings equal to the excess of the investment’s cost over its fair value at the balance sheet date of the reporting period for which the assessment is made. The fair value would then become the new cost basis of investment.

Deferred revenue and customer deposits

Deferred revenue consists of payments from customers in advance of revenue recognition. Customer deposits relate to customer’s unused balances that are refundable. Once this balance is utilized by the customer, the corresponding amount would be recognized as revenue.

Convertible notes

At the commitment date, the fees and expenses associated with the issuance of the convertible notes are recorded as a discount to the debt liability in accordance with ASU 2015-03. The convertible notes, which is the proceeds net of fees and expenses payable to the creditor and the fair value of the bifurcated derivative, will be accreted to the redemption value on the maturity date using the effective interest method over the estimated life of the debt instrument.

The Company has early adopted ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, and ASU 2017-11, Accounting for Certain Financial Instruments with Down Round Features. ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The issuance cost of RMB8,436RMB22,400 (US$1,227) was currently presented as a direct deduction from the principal amount of the Convertible Notes on the consolidated balance sheet as of December 31, 2018. ASU 2017-11 no longer requires the Company to consider down round features when determining whether its embedded Conversion Option is indexed to its own stock.

F-12

3,248) respectively.
F-17

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

2

Summary of Significant Accounting Policies (continued)

Goodwill
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognized for noncontrolling interests over the identifiable assets acquired and liabilities assumed. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill, which is nondeductible for tax purposes, is primarily attributable to the synergies expected to be achieved from the acquisition.
Impairment of goodwill
The Company assesses goodwill for impairment in accordance with ASC
350-20,
Intangibles—Goodwill and Other: Goodwill, (“ASC
350-20”),
which requires that goodwill be tested for impairment at the reporting unit level at least annually and more frequently upon the occurrence of certain events, as defined by ASC
350-20.
Under ASC 350-20-35, the Company has the option to choose whether it will apply the qualitative assessment first and then the quantitative assessment, if necessary, or to apply the quantitative assessment directly. In the qualitative assessment, the Company primarily considers factors such as industry and market considerations, overall financial performance of the reporting unit, and other specific information related to the operations. If the Company believes, as a result of the qualitative assessment, that it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, a quantitative impairment test is required. Otherwise, no further testing is required. Therefore, when the Company performs the quantitative impairment test it compares the fair value of the reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess.
The Company elected to bypass the qualitative assessment and proceeded directly to perform the quantitative test for the year ended December 31, 2022, by quantitatively comparing the fair values of the reporting unit to its carrying amounts. The Company determines the fair value of the reporting unit based on estimated fair value using the income approach, and no impairment charge was recognized for the year ended December 31, 2022.
F-18

AURORA MOBILE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) )
2
Summary of Significant Accounting Policies (continued)
Business combinations
The Company applies the definition of a business in ASC 805, Business Combinations to determine whether it is acquiring a business or a group of assets. Business combinations are accounted for using the acquisition method.
The Company accounts for its business combinations by recognizing in the financial statements the identifiable assets acquired, the liabilities assumed and any noncontrolling interests in the acquiree at fair value at the acquisition date. The determination and allocation of fair values to the identifiable assets acquired, liabilities assumed and redeemable noncontrolling interests is based on various assumptions and valuation methodologies requiring considerable judgment from management. The most significant variables in these valuations are discount rates, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. The Company determines discount rates to be used based on the risk inherent in the related activity’s current business model and industry comparisons. The excess of (i) the total of cost of acquisition, the fair value of the noncontrolling interests and the acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net tangible and intangible assets of the acquiree is recorded as goodwill. In addition, acquisition costs related to business combinations are expensed as incurred.
The Company records acquired intangible assets at fair value on the date of acquisition and amortizes such assets using the straight-line method over the expected useful life of the asset unless another amortization method is deemed to be more appropriate. The Company evaluates the remaining useful life of intangible assets on a periodic basis to determine whether events and circumstances warrant a revision to the remaining useful life. If the estimate of an intangible asset’s remaining useful life is changed, the Company will amortize the remaining carrying value of the intangible asset prospectively over the revised remaining useful life.
F-19

AURORA MOBILE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) )
2
Summary of Significant Accounting Policies (continued)
Consolidation of noncontrolling interests
A noncontrolling interest is recognized to reflect the portion of a subsidiary’s equity which is not attributable, directly or indirectly, to the Company. Consolidated net loss on the consolidated statements of comprehensive loss includes the net loss attributable to noncontrolling interests when applicable. Cash flows related to transactions with noncontrolling interests are presented under financing activities in the consolidated statements of cash flows when applicable.
Redeemable noncontrolling interests
Noncontrolling interests in subsidiaries that are redeemable by the Company upon the occurrence of certain events that are not solely within the control of the Company are classified as redeemable noncontrolling interests, within mezzanine equity in the consolidated balance sheet. Net income or loss of the subsidiary attributable to the redeemable noncontrolling interests was subsequently recorded pursuant to ASC 810, Consolidation. After the attribution, the Company considers the provisions of ASC 480, Distinguish Liabilities from Equity to determine whether any further adjustments are necessary to increase the carrying value of the redeemable noncontrolling interests. Adjustments to the carrying amount of the redeemable noncontrolling interests are recognized as an adjustment to retained earnings, or in the absence of retained earnings, by adjustment to additional
paid-in-capital.
Long-term investments
The Company’s long-term investments consist of equity investments without readily determinable fair value.
The Company accounts for investments in an investee over which the Company does not have significant influence and which do not have readily determinable fair value using the measurement alternative, which is defined as cost, less impairments, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any. The Company makes a qualitative assessment of whether the investment is impaired at each reporting date. If a qualitative assessment indicates that the investment is impaired, the Company has to estimate the investment’s fair value in accordance with the principles of ASC 820. If the fair value is less than the investment’s carrying value, the Company has to recognize an impairment loss in consolidated statements of comprehensive loss equal to the difference between the carrying value and fair value. The Company recognized RMB38,739, RMB25,370 and RMB6,726 (US$975) impairment in other income/(expense) in the consolidated statement of comprehensive loss for the years ended December 31, 2020, 2021 and 2022.
F-20

AURORA MOBILE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) )
2
Summary of Significant Accounting Policies (continued)
Value added taxes (“VAT”)

The Company presents VAT assessed by government authorities as reductions of revenues. Pursuant to the PRC tax legislation, VAT is generally imposed in lieu of business tax in the modern service industries, on a nationwide basis. VAT of 6% applies to revenue derived from the provision of certain modern services. The Company is allowed to offset the qualified input VAT paid on taxable purchases against the output VAT chargeable on the modern services provided.

Share split

On March 1, 2017, the board of directors approved a 1 for 10 share split. Share and per share amounts for common shares and contingently redeemable convertible preferred shares disclosed for all prior periods have been retroactively adjusted to reflect the effects of the share split.

Treasury shares

Treasury shares represent shares repurchased by the Company that are no longer outstanding and are held by the Company. Treasury shares are accounted for under the cost method per ASC
505-30
Treasury Stock
. Under this method, repurchase of shares were recorded as treasury shares at historical purchase price. On November 20, 2018, the Board of Directors of the Company approved a repurchase plan (the “2018 Repurchase Plan”) to repurchase its own issued and outstanding American depositary shares (“ADSs”) up to an aggregate value of US$10
 million from the open marketmarket. On September 15, 2022, the Board of Directors of the Company approved a repurchase plan (the “Repurchase“2022 Repurchase Plan”). to repurchase its ordinary shares (including in the form of ADSs) up to an aggregate value of US$
5
 million from the open market. As of December 31, 2018,2022, under the 2018 Repurchase
Plan, the Company had repurchased an aggregate of 69,455
920,606
ADSs, representing 46,303
613,737
 Class A common shares on the open market for a total cash consideration of US$468.

F-13

5.91
 million. As of December 31, 2022, under the 2022 Repurchase Plan, the Company had repurchased an aggregate of
273,469
ADSs, representing 
182,313
Class A common shares on the open market for a total cash consideration
of RMB
1,689
 (
US$245
)
.
Revenue recognition
Under ASC 606, revenues are recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Revenues are presented net of value-added tax collected on behalf of the government.
Targeted Marketing
The Company generates targeted marketing revenue by providing targeted marketing solution in the form of integrated marketing campaign to advertiser through the
 XiaoGuoTong
 marketing platform and built upon its multi-dimensional device-level mobile behavioral data or other third-party marketing platforms such as Guangdiantong of Tencent, which is identified as one performance obligation. The ads are displayed on a wide spectrum of reputable publishers, through bidding for ad slots using rates directly negotiated with the various publishers. Moreover, volume rebates to customers under targeted marketing revenue applied on a prospective basis when they recharge their target marketing accounts above a specific threshold are material rights. The contract consideration related to these material rights are deferred any recognized as revenue when future services are transferred or when the material rights expire.
The Company enters into contractual arrangements with advertisers that stipulate the types of advertising to be delivered and the pricing. Advertising customers pay for the targeted marketing solutions primarily based on
a cost-per-click
(“CPC”)
or cost-per-action
(“CPA”) basis. Majority of the contract duration is less than one year. For certain arrangements, customers are required to pay the Company before the services are delivered. For other arrangements, the Company provided customers with a credit term less than one year. The Company acts as the principal in the targeted marketing arrangements under which the Company has control over the fulfillment of the service and has discretion in establishing price. Accordingly, the Company recognizes revenue on a gross basis and at a point in time once agreed actions are performed. Revenues are presented net of value-added tax collected on behalf of the government.
Starting from January 1, 2021, the Company has fully exited the Target Marketing business and financial results since then only reflect SAAS Businesses.
F-21

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

2

Summary of Significant Accounting Policies (continued)

Revenue recognition

The Company recognizes revenue once all of the following criteria have been met: (1) persuasive evidence of an arrangement exists; (2) services have been provided; (3) the price is fixed or determinable; and (4) collectability is reasonably assured.

Data solutions

SAAS Businesses
The Company generates data solutions revenuesSAAS Businesses revenue primarily by creatingfrom developer services and delivering targeted marketingvertical applications. For developer services, there are three types of contracts, subscription-based contracts, project-based contracts and other vertical data solutions. Targeted marketing revenue is generated by the Company providing an integrated marketing campaign to advertisers mainly through the Company’s Xiaoguotong marketing platform, which is built upon the Company’s multi-dimensional mobile device dataset.consumption-based contracts. The Company generally will create, design, develop and optimize the advertising content for its advertisers. The advertisements are displayed on a wide spectrum of reputable publishers, through bidding for advertisement slots using rates directly negotiated with the various publishers.

The arrangements with advertisers are evidenced through contractual agreements that stipulate the types of advertising to be delivered, the timing and the pricing. Advertisers pay for targeted advertisements based on the number of clicks and downloads taken by the users. Revenue is recognized in the period in which the user performs the action the advertiser contracted the Company for.

The Company recognizes revenue on a gross basis as the primary obligor, as it uses its own platform’s mobile device dataset with its comprehensive demographic targeting ability to accurately pinpoint the specific mobile devices that is most suitable for the customer’s ads. Additionally, the Company has pricing latitude, has discretion in selecting publishers whose advertisement slots will be purchased, is highly involved in the determination of service specifications and bears credit risk. Based on the advertiser’s preference to avoid lower quality publishers, the Company may recommend a specific reputable online media network to certain advertisers. After pinpointing the specific mobile devices that are most suitable for the customer’s ads using its mobile device dataset, it bids for the available advertising slots on the network and then places the advertisement.

Developer services

The Companyprimarily enters into agreementssubscription-based contracts with its customers to provide push notification andor instant messaging (collectively “notification services”). Under the terms of the contractual agreements of notification services,, which the Company provides its customers with access to its notification services platform over the specified period.platform. This enables customers to send notifications and messages to users. RevenueThe nature of the Company’s performance obligation is a single performance obligation with a fixed transaction price based on subscription fees. The Company generally recognizes revenue ratably over time under the subscription-based contracts as stand-ready obligations because the customer simultaneously receives and consumes the benefits as the Company provides subscription services throughout a fixed contract term. The Company uses an output method of progress based on fixed contract term as it best depicts the transfer of control to the customer.

The Company primarily enters into consumption-based contracts with its customers to provide short message services (“SMS”),
one-click
verification services, email services and value-added services. For SMS, the Company enables customers to send short messages to users for developer-user communication and authentication. For
one-click
verification services, the Company enables users to verify the cellphone number of users without verification code after integrating the
one-click
verification SDK. For email services, the Company enables the customers to send emails to users. Customers pay for SMS,
one-click
verification, and email services based on the
pre-agreed
the rate per message or email and the number of messages or email delivered. The Company acts as the principal in the SMS,
one-click
verification, and email services in which the Company has control over the fulfillment of services. The Company recognizes revenue on a gross basis and at the point in time when messages delivered. For value-added services, the Company built an application (“APP”) Alliance which connects advertisers and APP developers, who are the suppliers of where the ads will be displayed. The Company enters into contractual arrangements with advertisers that stipulate the types of advertising to be delivered and priced. Advertising customers pay for the value-added service primarily based on
cost-per-action (“CPA”)
basis or
cost-per-click
(“CPC”) basis. All of the contractual arrangements’ duration is less than one year. The Company acts as the principal in the value-added services in which the Company has control over the fulfillment of the service and has discretion in establishing price. Accordingly, the Company recognizes revenue on a gross basis and at a point in time once agreed actions are performed.
F-22

AURORA MOBILE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$
”) )
2
Summary of Significant Accounting Policies (continued)
SAAS Businesses (continu
ed)
The Company primarily enters into project-based contracts with its customers to provide private cloud-based developer services, which are designed to provide customizable services to customers who want a more controlled software environment and more comprehensive technology and customer support. The Company provides its customers one combined performance obligation including customized APP push notification system or instant messaging system and related system training services as both performance obligations are incapable of being distinct because the customer cannot derive economic benefit from notificationthe related system training services on its own. Meanwhile, the Company also provides post contract assurance-type maintenance services, which usually have a duration of one year. The transaction price is fixed based on the signed contract consideration. Under ASC 606, the Company recognize revenue at the point in time when the system is implemented, and the training service is provided, which is represented by the customer acceptance received by the Company. Meanwhile, the estimated cost of assurance-type maintenance services is
accrued
as “Costs of revenues”, which is not material.
For vertical applications, the Company enters into agreements with its customers to provide data analytic solutions and there are three types of contracts, including subscription-based contracts, project-based contracts and consumption-based contracts. The Company primarily enters into subscription-based contracts with its customers to provide customizable service package for a fixed contract term, which allows the customers to subscribe a fixed number of apps to obtain unlimited volume of queries to the Company’s analytic results. The nature of the Company’s performance obligation is a single performance obligation with a fixed transaction price based on subscription fees. The Company generally recognizes revenue ratably over time under the subscription-based contracts, because the customer simultaneously receives and consumes the benefits as the Company provides subscription services throughout a fixed contract term.
The Company primarily enters into project-based contracts with its customers to provide
in-depth
analytics services and generate customized reports based on the customers’ specific requirements. The nature of the Company’s performance obligation is a single performance obligation with a fixed transaction price based on the signed contract consideration. The Company recognizes revenue at the point in time when the customized reports are provided.
The Company primarily enters into consumption-based contracts with its customers to process the queries or provide features based on the customers’ requirements. The nature of the Company’s performance obligation is a single performance obligation, and the transaction price is determined based on the pre-agreed the rate per query and the number of queries delivered. When the Company receives a placed order, it recognizes revenue at a point in time when the queries are processed, or the features are utilized by the customers.
For certain arrangements, customers are required to pay the Company before the services are delivered. For other arrangements, the Company provides customers with a credit term under six months.
F-23

AURORA MOBILE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) )
2
Summary of Significant Accounting Policies (continued)
Other revenue recognition related policies
Timing of revenue recognition may differ from the timing of invoicing to customers. Some customers are required to pay before the services are delivered to the customer. When either party to a revenue contract has performed, the Company recognizes a contract asset or a contract liability on the consolidated balance sheet, depending on the relationship between the Company’s performance and the customer’s payment.
Contract assets represent amounts related to the Company’s rights to consideration received for private-cloud-based service and are included in “Prepayments and other assets” on the consolidated balance sheets. Amount of contract assets was not material as of December 31, 2021 and 2022, respectively.
Contract liabilities are mainly related to fees for services to be provided over the service period, which are presented as “Deferred revenue and customer deposits” on the consolidated balance sheets.
The increase in contract liabilities is a result of the increase in consideration received from the Company’s customers
.
Revenue recognized using a specificfor the years ended December 31, 2021 and 2022 that was included in contract liabilities as of January 1, 2021 and 2022 was RMB62,790 and RMB67,419 (US$9,775), respectively. A summary of contract liabilities is as follows:
   
As of December 31,
 
   
2021
   
2022
 
   RMB   RMB   US$ 
Contract liabilities
   80,405    82,312    11,934 
Customer deposits relate to customer’s unused balances that are refundable. Once this balance is utilized by the customer, the corresponding amount would be recognized as revenue.
As of December 31, 2021 and 2022, the Company’s unsatisfied (or partially unsatisfied) performance method.

obligations in contracts with its customers was RMB42,019 and RMB37,818 (US$5,483), respectively. The Company expects to recognize the majority of its remaining performance obligations as revenue within the next year.

Costs of revenues

Cost of revenues consists primarily of depreciation, labor,the cost of purchasing ad inventory associated with targeted marketing services and channel cost associated with JG Alliance, bandwidth cost, staff costs and purchasingdepreciation of advertising inventory. The Company incurs various sales tax and surcharges such as, city construction tax and education surcharges and cultural development fee in connection with the services provided. In accordance with ASC subtopic 605-45, Revenue Recognition, Principal Agent Considerations (“ASC 605-45”),servers used for revenue generating services. Starting from January 1, 2021, the Company includeshad fully exited the sales taxtargeted marketing business and surcharges incurred inthe cost of revenues.

revenues since then is only incurred from SAAS Businesses.

F-24

AURORA MOBILE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) )
2
Summary of Significant Accounting Policies (continued)
Research and development

Research and development expenses are primarily incurred in the development of new services, new features as well as costs associated with new product and general improvement of the Company’s technology infrastructure to support its business operations.development and enhancement. Research and development costs are expensed as incurred unless such costs qualify for capitalization as software development costs. In order to qualify for capitalization, (i) the preliminary project should be completed, (ii) management has committed to funding the project and it is probable that the project will be completed and the software will be used to perform the function intended, and (iii) it will result in significant additional functionality in the Company’s services. No research and development costs were capitalized during any of the years presented as the Company has not met all of the necessary capitalization requirements.

Advertising expense

expenses

Advertising expenses, including promotion expenses, are charged to “sales and marketing expenses” as incurred. Advertising expenses amounted to RMB10,377, RMB5,277RMB9,789, RMB12,767 and RMB6,697RMB6,460 (US$974)937) for the yearyears ended December 31, 2016, 20172020, 2021 and 2018,2022, respectively.

F-14


Table of Contents

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

2

Summary of Significant Accounting Policies (continued)

Other income

Other income represents(expenses)
Other income/(expenses) includes impairment loss of financial assets, government grants and profit sharingprofit-sharing program with Depositary Bank related to ADSs depositary. Government grantsFor the year ended December 31,2022, impairment losses of RMB6,726 (US$975) of long-term investments and RMB705 (US$102) of loans receivables are recognized when there is reasonable assurance thatrecognized. For the Company will comply withyear ended December 31,2021, impairment losses of RMB25,370 of long-term investments and RMB528 of loans receivables are recognized. For the attached conditions. When the grant relates to an expense item, it is recognized on a systemic basis in the consolidated statementyear ended December 31,2020, impairment losses of comprehensive loss over the period necessary to match the grant to the related costs. Where the grant relates to an asset acquisition, it is recognized in the consolidated statementsRMB39,181 of comprehensive loss in proportion to the depreciationlong-term investments and RMB4,500 of the related assets. Profit sharingloans receivables are recognized. Income from profit-sharing program is recognized over five-year period as specified in the contract based on certain parameters.

Government grants

Government grants primarily consist of financial grants received from provincial and local governments for operating a business in their jurisdictions and compliance with specific policies promoted by the local governments. For certain government grants, there are no defined rules and regulations to govern the criteria necessary for companies to receive such benefits, and the amount of financial subsidy is determined at the discretion of the relevant government authorities. The government grants of
non-operating
nature with no further conditions to be met are recorded as
non-operating
income in “Other income net”(expenses)” when received. When the grant relates to an expense item, it is recognized in the consolidated statement of comprehensive loss over the period necessary to match the grant to the related costs. Where the grant relates to an asset acquisition, it is recognized in the consolidated statements of comprehensive loss in proportion to the depreciation of the related assets.
F-25

AURORA MOBILE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) )
2
Summary of Significant Accounting Policies (continued)
Operating leases
The governmentCompany adopted ASU
No. 2016-02,
Leases (Topic 842) (“ASU
2016-02”)
from January 1, 2022 by using the modified retrospective method and did not restate the comparable periods. The Company has elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any expired or existing leases as of the adoption date. The Company also elected the short-term lease exemption for all contracts with lease terms of 12 months or less.
The Company determines if an arrangement is a lease or contains a lease at lease inception. Leases are classified at the inception date as either as a finance lease or an operating lease. The Company classifies a lease as a finance lease when the lease meets any one of the following criteria at lease commencement:
a. The lease transfers ownership of the underlying asset to the lessee by the end of the lease term.
b. The lease grants withthe lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise.
c. The lease term is for a major part of the remaining economic life of the underlying asset.
d. The present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments equals or exceeds substantially all of the fair value of the underlying asset.
e. The underlying asset is of such a specialized nature that it is expected to have no alternative use to the Company at the end of the lease term.
For operating conditionsleases, the Company recognizes an ROU asset and a lease liability based on the present value of the lease payments over the lease term on the consolidated balance sheets at commencement date. At lease commencement, operating lease ROU assets represent the right to use underlying assets for their respective lease terms and are recognized at amounts equal to the lease liabilities adjusted for any lease payments made prior to the lease commencement date, less any lease incentives received and any initial direct costs incurred by the Company.
After lease commencement, operating lease liabilities are measured at the present value of the remaining lease payments using the discount rate determined at lease commencement. Operating lease ROU assets are measured at the amount of the lease liabilities and further adjusted for prepaid or accrued lease payments, the remaining balance of any lease incentives received, unamortized initial direct costs and impairment of the ROU assets, if any. Operating lease expense is recorded as “deferred income” when received and will be recorded as operating income when the conditions are met.

Operating leases

Leases where substantially all the risks and rewards of ownership of assets remain with the lessor are accounted for as operating leases. Rentals applicable to such operating leases are recognizeda single cost on a straight-line basis over the lease term.


The Company’s leases do not provide an implicit rate, the Company had no capital leases duringestimates its incremental borrowing rate based on the years presented.

information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located.

Land use rights represent lease prepayments to the local government authorities. As of December 31, 2022, the land use right was carried at cost less accumulated amortization and any impairment loss. Amortization is provided to write off the cost of
lease
prepayments on a straight line basis over the remaining term of the land use right period.
Upon adoption, land use rights of RMB
21,560 (US$3,126)
were identified as operating lease
right-of-use
assets, which is included under the “Operating lease
right-of-use
assets” in the Company’s consolidated balance sheets. Accordingly, the Company included the cash used for obtaining the land use rights in operating cash flow activities for the year ended December 31, 2022.
F-26

AURORA MOBILE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) )
2
Summary of Significant Accounting Policies (continued)
The effect of the changes made to the Company’s consolidated balance sheet as of January 1, 2022 for the adoption of ASU 2016-02 is as follows:
       
Balance as of
December 31,
2021
   
Adjustments due
to the adoption of
ASU 2016-02
   
Balance as of
January 1,
2022
 
       RMB   RMB   RMB 
Assets:
        
Prepayments and other current assets
     46,670    (86   46,584 
Operating lease right-of-use assets
     —      15,773    15,773 
Liabilities:
        
Operating lease liabilities (current)
     —      (8,845   (8,845
Operating lease liabilities (non-current)
     —      (10,306   (10,306
Accrued liabilities and other current liabilities
     (85,305   3,464    (81,841
The impact of adopting ASU 2016-02 on the Company’s consolidated balance sheet as of December 31, 2022 are as follows:
       As reported   Legacy GAAP   
Effect of the
adoption of
ASU 2016-02
 
       RMB   RMB   RMB 
Assets:
        
Prepayments and other current assets
     30,401    30,421    (20
Land use right
     —      21,560    (21,560
Operating lease right-of-use assets
     33,756    —      33,756 
Liabilities:
        
Operating lease liabilities (current)
     (18,133   —      (18,133
Operating lease liabilities (non-current)
     (6,959   —      (6,959
Accrued liabilities and other current liabilities
     (75,333   (87,592   12,259 
The adoption of the standard did not have significant impact to the Company’s consolidated statements of comprehensive loss or cash flows for the year ended December 31, 2022.
Employee defined contribution plan

Full time employees of the Company in the PRC participate in a government mandated defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund, and other welfare benefits are provided to employees. Chinese labor regulations require that the Company make contributions to the government for these benefits based on a certain percentage of the employee’s salaries. The Company has no legal obligation for the benefits beyond the contributions. The total amount that was expensed as incurred was RMB5,455, RMB12,121RMB10,556, RMB16,714 and RMB11,301RMB16,379 (US$1,644)2,375) for the yearyears ended December 31,2016, December 31, 20172020, 2021 and 2018,2022, respectively.


Income taxes

The Company accounts for income taxes using the liability approach and recognizes deferred tax assets and liabilities for the expected future consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are recognized on the basis of the temporary differences that exist between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements using enacted tax rates in effect for the year end in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in earnings. Deferred tax assets are reduced by a valuation allowance through a charge to income tax expense when, in the opinion of management, it is
more-likely-than-not
that a portion of or all of the deferred tax assets will not be realized. The Company evaluates the potential for recovery of deferred tax assets by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The components of the deferred tax assets and liabilities are classified as
non-current.


F-27

AURORA MOBILE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) )
2
Summary of Significant Accounting Policies (continued)
The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a
two-step
process to determine the amount of the benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed
more-likely-than-not
to be sustained (defined as a likelihood of more than fifty percent of being sustained upon an audit, based on the technical merits of the tax position), the tax position is then assessed to determine the amount of benefits to recognize in the consolidated financial statements. The amount of
Tax positions 
that
meet the benefits that may be recognized is “more likely than not” recognition threshold are measured, using a cumulative probability approach, at 
the largest amount
of tax benefit 
that has a greater than 50% likelihood of being realized upon ultimate settlement. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes.

F-15


Table of Contents

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

2

Summary of Significant Accounting Policies (continued)

Income taxes (continued)

The Company evaluated its income tax uncertainty under ASC 740. ASC 740 clarifies the accounting for uncertainty in income taxes by prescribing the recognition threshold a tax position is required to meet before being recognized in the financial statements. The Company elects to classify interest and penalties related to an uncertain tax position, if and when required, as part of income tax expense in the consolidated statements of comprehensive loss.

The Company did not recognize any income tax due to uncertain tax position or incur any interest and penalties related to potential underpaid income tax expenses during the years presented.


Share-based compensation

In accordance with ASC 718,
Compensation-Stock Compensation,
the Company determines whether an award granted to its employees should be classified and accounted for as a liability award or equity award. The Company’s share-based compensation to its employees which were classified as equity awards were recognized in the consolidated statements of comprehensive loss based on the grant date fair value. The Company’s share-based compensation to its employees which were classified as liability awards were recognized in the consolidated statements of comprehensive loss based on the fair value at each reporting date until settlement. The Company early adopted Accounting Standard Update (“ASU”) ASU 2016-09—Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting
A change in the terms or conditions of a share-based award, or cancellation of a share-based award accompanied by the concurrent grant of a replacement award is accounted for as a modification (that is, an exchange of the original award for a new award), unless the award’s fair value, vesting conditions, and elected to account for forfeituresclassification as they occur.

Fair value measurements

Fair valuean equity instrument are the same as immediately before and after the change. Incremental compensation cost is measured as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determiningexcess, if any, of the fair value measurements for assets and liabilities required or permitted to be recorded at fair value,of the Company considers the principal or most advantageous market in which it would transact and the market-based risk measurement or assumptions that market participants would use when pricing the asset or liability.

Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant tomodified award over the fair value measurement:

Level 1-Quoted prices in active markets for identical assets or liabilities.

Level 2-Observable inputs other than quoted prices in active markets, quoted prices for identical or similar assets and liabilities in inactive markets or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3-Inputs thatoriginal award immediately before its terms are generally unobservablemodified, measured based on the fair value of the awards and typically reflect management’s estimatesother pertinent factors at the modification date. For vested awards, the Company recognizes incremental compensation cost in the period the modification occurs. For unvested awards, the Company recognizes over the remaining requisite service period, the sum of assumptions that market participants would use in pricing the asset or liability.

incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date. If the fair value of the modified award is lower than the fair value of the original award immediately before modification, the minimum compensation cost the Company recognizes is the cost of the original award.

Fair value measurements
The carrying amounts of financial assets and liabilities, such as cash equivalents, restricted cash, accounts receivable, other receivables within prepaid expensesprepayments and other current assets, balances with related parties, short-term loan, accounts payable, and other payables with accrued liabilities and other current liabilities, approximate their fair values because of the short maturity of these instruments. The carrying amounts of restricted cash (non-current) approximate its fair value since it bears interest rates which approximate market interest rates.

Comprehensive loss

Comprehensive loss is defined as the increase or decrease in equity of the Company during a year from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Accumulated other comprehensive lossincome of the Company includes the foreign currency translation adjustments.

F-16

F-28

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

2

Summary of Significant Accounting Policies (continued)

Loss per share

In accordance with ASC 260,
Earning per Share
, basic loss per share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the period using the
two-class
method. Under the
two-class
method, net incomeloss is allocated between common shares based on dividends declared (or accumulated) and participating rights in undistributed earnings as if all the earnings for the reporting period had been distributed. For the year ended December 31, 2018,2022, the
two-class
method is applicable because the Company has two classes of common shares outstanding, Class A and Class B common shares, respectively. The participating rights (liquidation and dividend rights) of the holders of the Company’s Class A and Class B common shares are identical, except with respect to voting. As a result, and in accordance with ASC 260, as the liquidation and dividend rights are identical, the undistributed loss is allocated on a proportionate basis.

Diluted loss per share is computed by dividing net loss attributable to common shareholders as adjusted for the effect of dilutive common equivalent shares, if any, by the weighted average number of common and dilutive common equivalent shares outstanding during the years. Common equivalent shares consist of the common shares issuable upon the conversion of the Company’s contingently redeemable convertible preferred shares and the convertible senior notes using the if-converted method and common shares, including partially paid shares, issuable upon the exercise of the share options, using the treasury stock method. Common share equivalents are excluded from the computation of diluted loss per share if their effects would be anti-dilutive.

Concentration of risks

Concentration of credit risk

Financial assets that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, derivative assets, other receivables within prepayments and other current assets, short-term investments and accounts receivable.

The Company places its cash and cash equivalents with reputable financial institutions which have high-credit ratings. As of December 31, 20172021 and 2018,2022, the aggregate amount of cash and cash equivalents, derivative assets, short-term investments and restricted cash of RMB82,609RMB276,644 and RMB331,374RMB108,579 (US$48,198)15,742), respectively, were held at major financial institutions located in the PRC, and US$19,2322,186 and US$35,678 (RMB245,303)1,114 (RMB7,681), respectively,
were deposited with major financial institutions located outside the PRC. There has been no recent history of default related to these financial institutions. The Company continues to monitor the financial strength of the financial institutions. The Company manages credit risk of accounts receivable through ongoing monitoring of the outstanding balances.

Concentration of suppliers

Approximately 81.3%
71.0
%,
46.4
% and 50.9%
50.2
% of advertising costs were paid to three suppliers for the yearyears ended December 31, 20172020, 2021 and 2018,2022, respectively.

F-29

AURORA MOBILE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) )
2
Summary of Significant Accounting Policies (continued)
Concentration of risks (continued)
Business and economic risk

The Company believes that changes in any of the following areas could have a material adverse effect on the Company’s future consolidated financial position, results of operations or cash flows;flows: changes in the overall demand for services; competitive pressures due to new entrants; advances and new trends in new technologies and industry standards; changes in certain strategic relationships; regulatory considerations and risks associated with the Company’s ability to attract employees necessary to support its growth. The Company’s operations could also be adversely affected by significant political, regulatory, economic and social uncertainties in the PRC.

Currency convertibility risk

Substantially all of the Company’s businesses are transacted in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the People’s Bank of China (“PBOC”) or other authorized financial institution at exchange rates quoted by PBOC. Approval of foreign currency payments by the PBOC or other regulatory institutions requires submitting a payment application form together with suppliers’ invoices and signed contracts.

Foreign currency exchange rate risk

The functional currency and the reporting currency of the Company are the US$ and the RMB, respectively. On June 19, 2010, the PBOC announced the end of the RMB’s de facto peg to the US$, a policy which was instituted in late 2008 in the face of the global financial crisis, to further reform the RMB exchange rate regime and to enhance the RMB’s exchange rate flexibility. On March 15, 2014, the People’s Bank of China announced the widening of the daily trading band for RMB against US$. The appreciation of the US$ against RMB was approximately 4.79%8.23% in 2018.2022. Most of the Company’s revenues and costs are denominated in RMB, while a portion of cash and cash equivalents, short-term investments,derivative assets, accounts receivable, and accounts payable are denominated in US$. Any significant revaluation of RMB may materially and adversely affect the Company’s consolidated revenues, earnings and financial position in US$.

F-17

F-30

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

2

Summary of Significant Accounting Policies (continued)

Impact of
COVID-19
During the year ended December 31, 2022, revenues declined compared to the prior period partly due to weakness in demand as its customers in certain industries are negatively impacted by
COVID-19.
Although the Chinese government has now lifted the restrictions related to COVID-19, the COVID-19 pandemic still has negatively impacted, and may continue to negatively impact, the global economy and disrupt normal business activity, which may have an adverse effect on the Company’s results of operations.
In the longer-term, the adverse effects of the COVID-19 on the economies and financial markets of many countries are expected to persist, and may lead to an economic downturn or recession. This could adversely affect demand for some products and those of its customers, which may, in turn negatively impact the Company’s results of operations.
There are still uncertainties of
COVID-19’s
future impact, and the extent of the impact will depend on a number of factors, including the duration and severity of the pandemic; the uneven impact to certain industries; how quickly and to what extent the economic and operating conditions can resume, and the severity and duration of the global economic downturn as a result of the pandemic. As a result, certain of the Company’s estimates and assumptions, including the allowance for accounts and the valuation of certain equity investments, goodwill and
long-lived
assets subject to impairment assessments, require significant judgments and carry a higher degree of variabilities and volatilities that could result in material changes to the Company’s current estimates in future periods. The extent of the impact of the
COVID-19
on the Company’s operational and financial performance in the longer term will depend on future developments, including the potential resurgence of the pandemic, the virus variation, future government actions in response to the pandemic and the overall impact of the COVID-19 pandemic on the global economy and capital markets, among many other factors, all of which are highly uncertain and beyond the control of the Company and the impact cannot be reasonably estimated at this time.
Segment information

The Company’s chief operating decision maker is the Chief Executive Officer, who makes resource allocation decisions and assesses performance based on the consolidated financial results. As a result, the Company has only one reportable segment.

As the Company generates substantially most of its revenues in the PRC, and substantially all of the Company’s long-lived assets and revenues are located in and derived from PRC, no geographical segments isare presented.

F-31

AURORA MOBILE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) )
2
Summary of Significant Accounting Policies (continued)
Recently issued accounting pronouncements

As a company with less than US$1.07 billion in revenue for the last fiscal year, the companyCompany qualifies as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include a provision that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. The Company will take advantage of the extended transition period.

In May 2014, the Financial Accounting Standard Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). The guidance substantially converges final standards on revenue recognition between the FASB and the International Accounting Standards Board providing a framework on addressing revenue recognition issues and, upon its effective date, replaces almost all existing revenue recognition guidance, including industry-specific guidance, in current U.S. GAAP.

The core principle of the guidance is that an entity should recognize revenues to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, an entity should apply the following steps:

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

In August 2015,June 2016, the FASB issued its final standard formally amendingASU

No. 2016-13,
Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
(“ASU
2016-13”).
Subsequently, the effective date ofFASB issued ASU
2019-05,
Financial Instruments- Credit Losses (Topic 326)
: Targeted Transition Relief and codification improvements to Topic 326 in ASU
2019-04
and ASU
2018-19.
The amendments update guidance on reporting credit losses for financial assets. These amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the new revenue recognition guidance.scope that have the contractual right to receive cash. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2018, includingJanuary 1, 2023 and interim periods beginning after January 1, 2020. As an “emerging growth company,” or EGC,2023. The Company does not expect any material impact on the Company has elected to take advantage of the extended transition period provided in the Securities Act Section 7(a)(2)(B) for complying with new or revised accounting standards applicable to private companies. Company’s consolidated financial statements.
In March 2016,October 2021, the FASB issued ASU No. 2016-08, Revenue2021-08,
Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customer - Principal versus Agent Considerations (“Customers
(ASU 2016-08”)
2021-08),
which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10, Revenue from Contractsthat an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with Customer - Identifying Performance Obligations and Licensing, which clarifies guidance related to identifying performance obligations and licensing implementation guidance contained in ASU 2014-09. In May 2016, the FASB issued ASU No. 2016-12,ASC Topic 606,
Revenue from Contracts with Customers - Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”), which addresses narrow-scope improvements to(Topic 606)
. This guidance will be effective for the Company in the first quarter of 2023 on a prospective basis, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on collectability, non-cash consideration and completed contracts at transition and provides practical expedients for contract modifications at transition and an accounting policy election related to the presentation of sales taxes and other similar taxes collected from customers. The effective dates for these amendments are the same as the effective date of ASU 2014-09. Early adoption is permitted.

The Company will adopt ASU 2014-09 for the annual reporting periods beginning January 1, 2019, using the modified retrospective method. The cumulative effect of initially applying the new standard will be recognized on the day of initial application and prior periods will not be retrospectively adjusted. The Company’s implementation efforts are substantially complete. The Company also estimate that there will not be a material impact to the beginning balance of retained earnings.

F-18

consolidated financial statements.
F-32

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

2

3

Summary of Significant Accounting Policies (continued)

Accounts receivable, net

Recently issued accounting pronouncements (continued)

In January 2016,


   As of December 31, 
   2021   2022 
   RMB   RMB   US$ 
Accounts receivable
   81,550    34,869    5,056 
Less: allowance for doubtful accounts
   (37,690   (5,142   (746
   
 
 
   
 
 
   
 
 
 
Total accounts receivable, net
   43,860    29,727    4,310 
   
 
 
   
 
 
   
 
 
 
The following table presents the FASB issued ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10). The amendments require all equity investments to be measured at fair value with changesmovement in the fair value recognized through net income (other than those accountedallowance for under equity method of accounting or those that result in consolidationdoubtful accounts:
   As of December 31, 
   2021   2022 
   RMB   RMB   US$ 
Balance at beginning of year
   43,820    37,690    5,465 
(Reversals)/provisions
   (246   2,089    303 
Write-offs
   (5,884   (34,637   (5,022
   
 
 
   
 
 
   
 
 
 
Balance at end of year
   37,690    5,142    746 
   
 
 
   
 
 
   
 
 
 
4
Prepayments and other current assets
Prepayments and other current assets consist of the investee). The amendments also require an entity to present separately in other comprehensive income the portionfollowing:
       As of December 31, 
       2021   2022 
       RMB   RMB   US$ 
Receivables on behalf of third party advertising companies
   (i)    12,599    —      —   
Prepaid service fee
        11,410    15,340    2,224 
VAT and other surcharges
        5,618    2,552    370 
Investment in a convertible loan
        4,221    4,632    672 
Loans granted to equity investees
   (ii)    3,000    3,000    435 
Office rental deposit
        919    199    29 
Prepaid media cost
        551    900    130 
Receivables from sales of shares on behalf of employees
        180    73    11 
Others
        8,172    3,705    536 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total prepayments and other current assets
        46,670    30,401    4,407 
   
 
 
   
 
 
   
 
 
   
 
 
 
(i)
Starting from January 1, 2021, the Company has fully exited the Targeted Marketing business and this balance represents the receivables the Company acts as agent and collects on behalf of third party advertising companies for targeted marketing related services.
(ii)
For the years ended December 31, 2020, 2021 and 2022, the Company recognized impairment charges on loans granted to equity investees of RMB4,500, RMB528 and RMB705 (US$102). The Company evaluates the impairment of the equity investments without readily determinable fair value along with loans the Company granted to those investees.
5
Property and equipment, net
Property and equipment consist of the total change in the fair value of a liability resulting from a change in the instruments-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in this ASU eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2018, including interim periods after December 15, 2019. The Company is in the process of evaluating the impact of the adoption of this guidance on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This ASU modifies existing guidance for off-balance sheet treatment of a lessees’ operating leases by requiring lessees to recognize lease assets and lease liabilities, whilst, lessor accounting is largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements (“ASU 2018-11”), which provides another transition method in addition to the existing transition method by allowing entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption consistent with preparers’ requests. The amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years for public entities. The Company is in the process of evaluating the impact of adoption of this guidance on its consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. This ASU requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of the Company’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. The amendments in this ASU are effective for fiscal years beginning after December 15, 2020, including interim periods within fiscal years beginning after December 15, 2021. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses (“ASU 2018-19”), which amends ASU 2016-13 to clarify that receivables arising from operating leases are not within the scope of Subtopic 326-20, and instead, impairment of such receivables should be accounted for in accordance with Topic 842, Leases. ASU 2016-13 and ASU 2018-19 are effective for fiscal years and interim periods within those years beginning after December 15, 2019, with early adoption permitted as of the fiscal years beginning after December 15, 2018. An entity will apply the amendments in these updates through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is currently evaluating the impact this guidance will have on its consolidated financial statements when adopted. The Company is in the process of evaluating the impact of adoption of this guidance on its consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU reduces the existing diversity in practice in financial reporting across all industries by clarifying certain existing principles in ASC 230, Statement of Cash Flows (“ASC 230”), including providing additional guidance on how and what an entity should consider in determining the classification of certain cash flows. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The Company has early adopted this standard.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This ASU requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This ASU does not provide a definition of restricted cash or restricted cash equivalents. The amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The Company has early adopted this standard.

F-19

following:
   As of December 31, 
   2021   2022 
   RMB   RMB   US$ 
Office furniture and equipment
   4,744    5,008    726 
Computer equipment and servers
   163,392    163,366    23,686 
Leasehold improvements
   5,451    4,313    625 
Construction-in
 
progress
   85    85    12 
Less: Accumulated depreciation and impairment
   (111,493   (157,825   (22,882
   
 
 
   
 
 
   
 
 
 
Total property and equipment, net
   62,179    14,947    2,167 
   
 
 
   
 
 
   
 
 
 
F-3
3

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

2

5

Summary of Significant Accounting Policies

Property and equipment, net (continued)

Recently issued accounting pronouncements (continued)

In February 2017,

The Company recognized impairment charges on property and equipment of RMB10,952, nil and RMB22,400 (US$3,248) for the FASB issued ASU No. 2017-05, Other income—Gainsyears ended December 31, 2020, 2021 and Losses2022. The impairment of property and equipment was a result of the Company’s “Going-Cloud” project undertaken.
Depreciation expense recognized for the years ended December 31, 2020, 2021 and 2022 were RMB37,704, RMB27,337 and RMB24,362 (US$3,532), respectively.
6
Lease
Leases are classified as operating leases or finance leases in accordance with ASC 842. The Company’s operating leases mainly related to land and office facilities. The Company’s lease agreements include lease payments that are largely fixed, do not contain material residual value guarantees or variable lease payments. The Company’s leases do not contain restrictions or covenants that restrict the Company from incurring other financial obligations. For leases with terms greater than 12 months, the DerecognitionCompany records the related asset and lease liability at the present value of Nonfinancial Assetslease payments over the term. Certain leases include rental escalation clauses, renewal options and/or termination options, which are factored into the Company’s determination of lease payments when appropriate.
As of December 31, 2022, the weighted average remaining lease term was 14.0 years and weighted average discount rate was 3.21% for the Company’s operating leases.
Operating lease cost for the year ended December 31, 2022 was RMB9,002 (US$1,305), which clarifies that a financial asset is withinexcluded cost of short-term contracts. Short-term lease cost for the scopeyear ended December 31, 2022 was RMB331 (US$48). Total expenses under operating leases were RMB16,584 and RMB12,707 for the years ended December 31, 2020 and 2021, respectively. For the year ended December 31, 2022, no lease cost for operating leases was capitalized. Supplemental cash flow information related to operating leases was as follows:

   For the year ended December 31,
2022
 
   RMB   US$ 
Cash payments for operating leases
   20,273    2,940 
ROU assets obtained in exchange for operating lease liabilities
   28,688    4,159 
Future lease payments uner operating lease as of Subtopic 610-20 if it meets the definition of an in substance nonfinancial asset. The amendments in this update also clarify that nonfinancial assets within the scope of Subtopic 610-20 may include nonfinancial assets transferred within a legal entity to a counterparty. This standard is effective for annual reporting periods beginning after
December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The Company is in the process of evaluating the impact of adoption of this guidance on its consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, including, among other changes, the consideration of costs and benefits when evaluating disclosure requirements. For public companies, the amendments are effective for annual reporting periods beginning after December 15, 2019, including interim periods within those annual periods. Early adoption is permitted. The Company is in the process of evaluating the impact of adoption of this guidance on its consolidated financial statements.

31, 2022 were as follows:

3

Accounts receivable, net

 

 

As of December 31,

 

 

 

2017

 

 

2018

 

 

 

RMB

 

 

RMB

 

 

US$

 

Accounts receivable

 

 

53,056

 

 

 

151,219

 

 

 

21,994

 

Less: allowance for doubtful accounts

 

 

(3,462

)

 

 

(9,308

)

 

 

(1,354

)

Total accounts receivable, net

 

 

49,594

 

 

 

141,911

 

 

 

20,640

 

The following table presents the movement in the allowance for doubtful accounts:

 

 

As of December 31,

 

 

 

2017

 

 

2018

 

 

 

RMB

 

 

RMB

 

 

US$

 

Balance at beginning of year

 

 

1,035

 

 

 

3,462

 

 

 

504

 

Provisions

 

 

2,427

 

 

 

6,389

 

 

 

929

 

Write-offs

 

 

 

 

 

(543

)

 

 

(79

)

Balance at end of year

 

 

3,462

 

 

 

9,308

 

 

 

1,354

 

   Operating lease 
   RMB   US$ 
Year ending December 31,
          
2023
   18,726    2,715 
2024
   6,201    899 
2025
   975    141 
Thereafter
   —      —   
   
 
 
   
 
 
 
Total future lease payments
   25,902    3,755 
Less: Imputed interest
   810    117 
   
 
 
   
 
 
 
Total lease liability balance
   25,092    3,638 
   
 
 
   
 
 
 

4

Prepayment and other current assets

Prepayment and other current assets consist of the following:

 

 

As of December 31,

 

 

 

2017

 

 

2018

 

 

 

RMB

 

 

RMB

 

 

US$

 

Prepaid media cost

 

 

19,610

 

 

 

54,937

 

 

 

7,990

 

Prepaid service fee

 

 

1,762

 

 

 

6,804

 

 

 

989

 

Others

 

 

12,856

 

 

 

18,837

 

 

 

2,740

 

Total prepayment and other current assets

 

 

34,228

 

 

 

80,578

 

 

 

11,719

 

F-20

F-3
4

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

5

7

Property

Goodwill and equipment, net

Intangible assets
The Company has recognized goodwill of RMB

Property and equipment consist37,785

(US$
5,478
) as of December 31, 2022 as part of the following:

SendCloud business acquisition 

 

 

As of December 31,

 

 

 

2017

 

 

2018

 

 

 

RMB

 

 

RMB

 

 

US$

 

Office furniture and equipment

 

 

2,647

 

 

 

4,920

 

 

 

716

 

Computer equipment and servers

 

 

63,326

 

 

 

111,274

 

 

 

16,184

 

Leasehold improvements

 

 

789

 

 

 

7,256

 

 

 

1,055

 

Less: Accumulated depreciation

 

 

(13,739

)

 

 

(30,576

)

 

 

(4,447

)

Total property and equipment, net

 

 

53,023

 

 

 

92,874

 

 

 

13,508

 

(see Note 9 for details).

No

There were
no
impairment
charges were recognized on fixed assets for
in the carrying amount of goodwill during the year ended December 31, 2016, 2017 and 2018, respectively.

Depreciation expense recognized for the years ended December 31, 2016, 2017 and 2018 were RMB3,433, RMB8,805 and RMB18,084 (US$2,630), respectively.

2022.

6

Intangible assets

Intangible assets consist of the following:

following:

 

 

As of December 31,

 

 

 

2017

 

 

2018

 

 

 

RMB

 

 

RMB

 

 

US$

 

Computer software and systems

 

 

319

 

 

 

1,874

 

 

 

273

 

Less: Accumulated amortization

 

 

(36

)

 

 

(343

)

 

 

(50

)

Total intangible assets, net

 

 

283

 

 

 

1,531

 

 

 

223

 

   As of December 31, 
   2021   2022 
   RMB   RMB   US$ 
Computer software, systems and technology   13,623    14,123    2,048 
Brand   —      10,300    1,493 
Customer relationship   —      13,800    2,001 
Less: Accumulated amortization   (8,225   (14,276   (2,070
 
  
 
 
 
  
 
 
 
  
 
 
 
Total intangible assets, net
   5,398    23,947    3,472 
 
  
 
 
 
  
 
 
 
  
 
 
 
No
impairment charges were recognized on intangible assets for the years ended December 31, 2016, 20172020, 2021 and 2018,2022, respectively.

The weighted average amortization period of intangible assets were
3.9
years,
4.0
years and
6.0
years for the years ended December 31, 2020, 2021 and 2022, respectively.
Amortization expense of intangible assets were RMB nil, RMB35
4,366
, RMB
4,481
and RMB307 (US$45),RMB
6,043
(US$
876
) for the years ended December 31, 2016, 20172020, 2021 and 20182022, respectively.


Estimated amortization expense relating
to
the existing intangible assets with finite lives for each of the next five years is as follows:

 

 

RMB

 

 

US$

 

For the year ending December 31, 2019

 

 

749

 

 

 

109

 

2020

 

 

464

 

 

 

67

 

2021

 

 

318

 

 

 

47

 

2022

 

 

 

 

 

 

2023

 

 

 

 

 

 

No

   RMB   US$ 
For the year ending December 31, 2023   6,192    898 
2024   4,378    635 
2025   3,805    552 
2026   3,790    549 
2027   1,490    216 
There were no intangible assets with an indefinite useful life as of December 31, 20172021 and 2018.

F-21

2022.
F-3
5

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

7

8

Long-term investments

Equity investments without readily determinable fair value
As of December 31, 2017 and 2018, long-term investments consisted2021, the carrying amount of the following:

Company’s equity investments was RMB

 

 

As of December 31,

 

 

 

2017

 

 

2018

 

 

 

RMB

 

 

RMB

 

 

US$

 

Cost method investments

 

 

10,980

 

 

 

79,696

 

 

 

11,591

 

Less: Impairment loss

 

 

 

 

 

 

 

 

 

Total

 

 

10,980

 

 

 

79,696

 

 

 

11,591

 

141,926,

In 2018,

net of RMB
63,902
in
accumulated impairment.
As of December 31, 2022, the Company acquired 5.93%carrying amount of the share capitalCompany’s equity investments was RMB
141,901
(US$
20,574
), net of Zhuoxuan, a non-listed company,RMB
18,600
(US$
2,697
) in accumulated impairment.
The Company recorded write-off of
nil
and RMB
53,200
(US$
7,713
) for RMB5,438 (US$792). The investment in Zhuoxuan was classified as a cost method investment, as the Company does not have significant influence over Zhuoxuan and because there is no readily determinable fair value.

In 2018, the Company acquired 13.8% of the share capital of Mengxiang, a non-listed company, for RMB21,512 (US$3,134). The investment in Mengxiang was classified as a cost method investment, as the Company does not have significant influence over Mengxiang and because there is no readily determinable fair value.

In 2018, the Company acquired 10.0% of the share capital of Qianhai, a non-listed company, for RMB40,000 (US$5,828). The investment in Qianhai was classified as a cost method investment, as the Company does not have significant influence over Qianhai and because there is no readily determinable fair value.

In 2016, the Company has acquired a call option to purchase preferred shares of Skymind in a future financing round for RMB980 (US$150). In 2018, the Company held 1.19% of the share capital of Skymind with the exercise of call option and RMB1,716 (US$250). The investment in Skymind was classified as a cost method investment, as the Company does not have significant influence over Skymind and because there is no readily determinable fair value.

In 2017, the Company acquired 6.25% of the share capital of Shuwei, a non-listed company, for RMB10,000 (US$1,457), and the Company’s ownership of share in Shuwei decrease to 4.27% in 2018its impaired long-term equity investments due to Shuwei’s subsequent rounds of financing. The investment in Shuwei was classified as a cost method investment, as the Company does not have significant influence over Shuwei and because there is no readily determinable fair value.

There were no impairment indicatorsliquidation or dissolution for the cost method investment and no impairment losses for the three years ended December 31, 2016, 20172021 and 2018.

2022.
Impairment charges recognized on equity investments without readily determinable fair value was RMB
38,739
, RMB
25,370
and RMB
6,726
(US$
975
) for the years ended December 31, 2020, 2021 and 2022
.

8

9

Deferred revenue and customer deposits

Business combination

Deferred revenue and customer deposits consist

On March 8, 2022, the Company completed the acquisition of
52.37
% of the following:

equity interests in Wuhan SendCloud Technology Co., Ltd., (“SendCloud”), China’s leading Email API platform for consumer marketing and user-centric transactional email services, for total cash consideration of RMB
34,473

 

 

As of December 31,

 

 

 

2017

 

 

2018

 

 

 

RMB

 

 

RMB

 

 

US$

 

Deferred revenue

 

 

28,921

 

 

 

33,067

 

 

 

4,809

 

Customer deposits

 

 

20,636

 

 

 

26,416

 

 

 

3,842

 

Total deferred revenue and customer deposits — current

 

 

49,557

 

 

 

59,483

 

 

 

8,651

 

Deferred revenue — non-current

 

 

330

 

 

 

10,265

 

 

 

1,493

 

.

F-22

F-3
6

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

8

9

Deferred revenue and customer deposits

Business combination (continued)

Roll-forward

The acquisition supports the Company’s strategy of providing a more reliable and effective customer engagement platform for different industry vertical. Both SendCloud and the Company provide developer-centric services and are highly complementary in products and customer base. Leveraging SendCloud’s reliable high-performance system and database services along with real-time email protocols analysis, together the Company and SendCloud will provide customers deposits:

 

 

Year ended December 31,

 

 

 

2017

 

 

2018

 

 

 

RMB

 

 

RMB

 

 

US$

 

Balance at beginning of year

 

 

6,064

 

 

 

20,636

 

 

 

3,001

 

Cash received from customers during the year

 

 

129,555

 

 

 

407,630

 

 

 

59,287

 

Revenue recognized during the year

 

 

(112,770

)

 

 

(397,488

)

 

 

(57,812

)

Refunds paid during the year

 

 

(2,213

)

 

 

(4,362

)

 

 

(634

)

Balance at end of year

 

 

20,636

 

 

 

26,416

 

 

 

3,842

 

9

Accrued liabilities and other current liabilities

Accrued liabilitieswith industry-leading technology to simplify their omni-channel communications, through an integrated central platform, which will further reduce customers’ management costs, simplify the complexity for customers to integrate different services and other current liabilities consistmaximize user value.

Goodwill is calculated as the excess of the following:

aggregate of the consideration transferred and the amount recognized for noncontrolling interests over the fair value of net assets, including intangible assets, and is primarily related to expected synergies from the transactions. Goodwill associated with these acquisitions are not tax deductible. The results of the acquisition have been included in the consolidated financial statements from the date of purchase and are not material for the years ended December 31, 2022.

 

 

As of December 31,

 

 

 

2017

 

 

2018

 

 

 

RMB

 

 

RMB

 

 

US$

 

Accrued payroll and welfare payables

 

 

38,704

 

 

 

51,607

 

 

 

7,506

 

Other taxes and surcharge

 

 

2,676

 

 

 

11,277

 

 

 

1,640

 

Service fees

 

 

560

 

 

 

11,130

 

 

 

1,619

 

Acquisition of fixed assets

 

 

9,731

 

 

 

104

 

 

 

15

 

Others

 

 

968

 

 

 

2,548

 

 

 

371

 

Total accrued liabilities and other current liabilities

 

 

52,639

 

 

 

76,666

 

 

 

11,151

 

10

Contingently redeemable convertible preferred shares

Series A contingently redeemable convertible preferred shares (“Series A preferred shares”)

On November 18, 2014,With the assistance of third party valuation specialist firm, the Company issued Series A-1 contingentlyused the income approach to value the acquired brand and customer relationships. The income approach calculates fair value by discounting the forecasted

after-tax
cash flows back to a present value using an appropriate discount rate. The significant assumptions used in the determination of the fair value of acquired brand and customer relationships include revenue growth rates, discount rates, terminal growth rates and economic useful life. The Company amortizes the acquired intangible assets over a straight-line basis over the periods benefited.
The Company accounted for the acquisition of SendCloud as business combination. The acquisition date fair value of assets, liabilities, goodwill and redeemable convertible preferred shares (“Series A-1 preferred shares”)noncontrolling interests pertaining to this business combination, were as follow:
   RMB   US$ 
Purchase consideration
   34,473    4,998 
   
 
 
   
 
 
 
Fair value of redeemable noncontrolling interests
   31,397    4,552 
Less:
          
Cash and cash equivalents
   17,744    2,573 
Customer relationships
   13,800    2,001 
Brand
   10,300    1,493 
Other current and noncurrent assets
   1,025    149 
Deferred revenue
   (6,529   (947
Deferred tax liabilities
   (5,330   (773
Other current liabilities
   (2,925   (424
   
 
 
   
 
 
 
Goodwill
   37,785    5,478 
   
 
 
   
 
 
 
Supplemental pro forma information for the acquisition has been excluded as they are not material to the consolidated financial statements of 5,187,780 and 367,780 to IDG-Accel China Growth Fund III L.P and IDG-Accel China III Investors L.P, respectively, at US$0.36 per share for a total consideration of US$2,000.

On January 21, 2015, the Company issued Series A-2 contingently redeemable convertible preferred shares (“Series A-2 preferred shares”) of 1,388,890, 1,388,890, 2,593,890 and 183,890 to Elite Bright International Limited, Mandra iBase Limited, IDG-Accel China Growth Fund III L.P and IDG-Accel China III Investors L.P, respectively, at US$0.36 per share for a total consideration of US$2,000.

Series B contingently redeemable convertible preferred shares (“Series B preferred shares”)

On May 13, 2015, the Company issued Series B contingently redeemable convertible preferred shares (“Series B preferred shares”) of 529,100, 529,100, 494,070, 35,030 and 6,349,210 to Elite Bright International Limited, Mandra iBase Limited, IDG-Accel China Growth Fund III L.P, IDG-Accel China III Investors L.P and Greatest Investments Limited, respectively, at US$0.95 per share for a total consideration of US$7,500.

Series C contingently redeemable convertible preferred shares (“Series C preferred shares”)

On April 1, 2016, the Company issued Series C-1 contingently redeemable convertible preferred shares (“Series C-1 preferred shares”) of 235,160 and 2,116,400 to Greatest Investments Limited and Shenzhen Guohai Chuangxin Investment Management Limited Corporation, respectively, at US$4.73 for a total consideration of US$11,111.

F-23

Company.
F-3
7

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

10

Contingently redeemable convertible preferred shares (continued)

Short-term loan

On October 31, 2016,

   As of December 31, 
   2021   2022 
   RMB   RMB   US$ 
Short-term bank borrowings
   150,000    5,000    725 
   
 
 
   
 
 
   
 
 
 
In April 2021, the Company issued Series C-2 contingently redeemable convertible preferred shares (“Series C-2 preferred shares”)borrowed a secured RMB denominated loan of 634,920, 1,693,120 and 211,640 to Mandra iBase Limited, T.C.L. Industries Holdings (H.K.) Ltd and Genesis Ventures Limited, respectively, at US$4.73 per shareRMB150,000 with a fixed interest rate of 4.35% for a total consideration
one-year
term from the Shanghai Pudong Development Bank. The short-term loan of US$12,000.

Series D contingently redeemable convertible preferred shares (“Series D preferred shares”)

OnRMB150,000 was fully repaid in April 2022.

In October 5, 2017,2022, the Company issued Series D contingently redeemable convertible preferred sharesborrowed a RMB denominated loan of 28,062, 2,441,572RMB5,000 (US$725) with a fixed interest rate of 4.9% for a
one-year
term from the Shenzhen Zhongxiaodan Micro Credit Co., Ltd.
11
Deferred revenue and customer deposits
Deferred revenue and 3,089,853 to Fidelity Investment Funds, Fidelity China Special Situations PLC and Fidelity Funds, respectively, at US$5.40 per share for a total consideration of US$30,000.

Dividend rights

Each holdercustomer deposits consist of the Series A, B, C, D preferred shares (collectively “Preferred Shares”) will be entitled to receive non-cumulative dividends, prior and in preference to holdersfollowing:

   As of December 31, 
   2021   2022 
   RMB   RMB   US$ 
Deferred revenue
   80,405    88,478    12,828 
Customer deposits
   39,586    50,326    7,297 
   
 
 
   
 
 
   
 
 
 
Total deferred revenue and customer deposits – current
   119,991    138,804    20,125 
   
 
 
   
 
 
   
 
 
 
Deferred
revenue
 -
non-current
   3,845    3,585    520 
   
 
 
   
 
 
   
 
 
 
Roll-forward of common shares, when declared by the Board of Directors. After payment of the preferential dividends relating to the Preferred Shares have been paid in full, each holder of the Preferred Shares will be entitled to receive dividends payable out of any remaining funds that are legally available when declared by the Board of Directors.

For the periods presented, no dividends were declared by the Company’s Board of Directors on the Preferred Shares.

Voting rights

Each holder of the Preferred Shares are entitled to the number of votes equal to the number of common shares into which such Preferred Shares could be converted at the voting date. Preferred shareholders will vote together with common shareholders, and not as a separate class of series, on all matters put before the shareholders.

Liquidation preference

In the event of any liquidation, dissolution or winding up of the Company or any deemed liquidation event defined as (i) the liquidation, dissolution or winding-up of the Company, (ii) the acquisition of the Company (whether by a sale of equity, merger or consolidation) in which in excess of 50% of such Company’s voting power outstanding before such transaction is transferred; (iii) the change of the control right of any Company; or (iv) the sale, lease, transfer or other disposition of all or substantially all of the assets of any Company or the exclusive licensing of substantially all of the Company’s intellectual properties, the assets or surplus funds of the Company available for distribution will be distributed as follows:

The holders of Series D preferred shares are entitled to receive an amount equal to 115% of the Series D Issue Price, plus all declared but unpaid dividend, in preference to any distribution to the holders of the Series C, B and A preferred shares and the common shareholders of the Company.

After the payment to the holders of Series D preferred shares, the holders of Series C preferred shares are entitled to receive an amount equal to 100% of the Issue Price, plus an annual simple return of 10% accrued thereon and plus all declared but unpaid dividend, in preference to any distribution to the holders of the Series B and A preferred shares and the common shareholders of the Company.

After the payment to the holders of Series C preferred shares, the holders of Series B preferred shares are entitled to receive an amount equal to 125% of the Series B Issue Price, plus an annual compounded return of 6% accrued thereon and plus all declared but unpaid dividend, in preference to any distribution to the holders of the Series A preferred shares and the common shareholders of the Company.

After the payment to the holders of Series B preferred shares, the holders of Series A preferred shares are entitled to receive an amount equal to 150% of the Series A Issue Price, plus an annual compounded return of 8% accrued thereon and plus all declared but unpaid dividend, in preference to any distribution to the holders of the common shareholders of the Company.

F-24

customer deposits:
   Year ended December 31, 
   2021   2022 
   RMB   RMB   US$ 
Balance at beginning of year
   38,041    39,586    5,739 
Cash received from customers during the year
   225,976    111,877    16,221 
Revenue recognized during the year
   (220,333   (99,929   (14,488
Refunds paid during the year
   (4,098   (1,208   (175
   
 
 
   
 
 
   
 
 
 
Balance at end of the year
   39,586    50,326    7,297 
   
 
 
   
 
 
   
 
 
 
F-3
8

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

10

12

Contingently redeemable convertible preferred shares (continued)

Accrued liabilities and other current liabilities

After payment has been made to the holders

Accrued liabilities and other current liabilities consist of the Preferred Shares in accordance with the above, the remaining assets of the Company available for distribution to shareholders shall be distributed ratably among the holders of common shares and Preferred Shares based on the number of common shares into which such Preferred Shares are convertible.

Conversion rights

Each holder of the Preferred Share has the right, at the sole discretion of the holder, to convert at any time and from time to time, all or any portion of the Preferred Shares into common shares based on the then-effective Conversion Price.

The initial conversion price is the stated issuance price for each series of Preferred Shares. The initial conversion ratio is on a one for one basis and subject to adjustments in the event that the Company issues additional common shares through options or convertible instruments for a consideration per share received by the Company less than the original respective conversion prices, as the case may be, in effect on the date of and immediately prior to such issue. In such event, the respective conversion price is reduced, concurrently with such issue, to a price as adjusted according to an agreed-upon formula. The above conversion prices are also subject to adjustments on a proportional basis upon other dilution events.

The Company’s Series C preferred share agreement contained a “Performance Ratchet” whereby if the Company’s PRC GAAP audited revenue was less than (i) RMB80,000 in 2016, or (ii) RMB120,000 in 2017, Weidong Luo and the Company shall compensate the Series C investors in accordance to the specified formula.

In the event of a qualified IPO, each Preferred Share will automatically be converted into common shares.

Redemption right

If the Company shall at any time after the earlier of (i) January 1, 2020 or (ii) the date that is twelve months after the closing of the IPO, receive a written request from the holders of at least 50% or more of the issued and outstanding Preferred Shares (or common shares issued upon the conversion of the Preferred Shares) or Mandra iBased Limited may request in writing that the Company effect a registration for at least 20% of their Registrable Securities on any internationally recognized exchange that is reasonably acceptable to such requesting Preferred Shares and Common Shareholders using its best efforts.

Furthermore, if the Company qualifies for registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), any Preferred Share holder may request the Company to file, in any jurisdiction in which the Company has had a registered underwritten public offering, a Registration Statement on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States) using its best efforts.

Redemption of preferred shares

On April 11, 2018, the Company redeemed the 1,738,720 Series C preferred shares held by T.C.L. Industries Holdings (H.K.) Ltd. for an aggregate price of US$9,049. The Company accounted for the difference between the fair value of the consideration paid for the repurchase preferred shares and the carrying value of the preferred shares as an increase to the net loss attributable to ordinary shareholders in the statement of comprehensive loss.

Initial measurement and subsequent accounting for Preferred Shares

The Preferred Shares do not meet the criteria of mandatorily redeemable financial instruments specified in ASC 480-10-S99, and have been classified as mezzanine equity in the consolidated balance sheets as these Preferred Shares are contingently redeemable upon the occurrence of a conditional event (i.e. Deemed Liquidation Event).

The Preferred Shares were initially measured at fair value. Beneficial conversion features exist when the conversion price of the Preferred Shares is lower than the fair value of the common shares at the commitment date, which is the issuance date in the Company’s case. When a beneficial conversion feature exists as of the commitment date, its intrinsic value is bifurcated from the carrying value of the Preferred Shares as a contribution to additional paid-in capital. On the respective commitment dates, the most favorable conversion price used to measure the beneficial conversion feature of the Preferred Shares were higher than the fair value per common share and therefore no beneficial conversion feature was recognized. The Company determined the fair value of common shares with the assistance of an independent third party valuation firm.

F-25


Table of Contents

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

following:
       As of December 31, 
       2021   2022 
       RMB   RMB   US$ 
Accrued payroll and welfare payables
        52,947    41,616    6,033 
Other taxes and surcharge
        9,932    8,005    1,161 
Service fees
        5,233    4,483    650 
Acquisition of intangible assets, property and equipment
        840    331    48 
Government grant
        4,500    1,000    145 
Rental and property management fee
        3,418    4    1 
Payables for sales of employees’ shares
        180    73    11 
Payables to third party advertising companies
   (i)    4,066    21    3 
Payable for business acquisition
   (ii)    —      16,788    2,434 
Others
        4,189    3,012    436 
        
 
 
   
 
 
   
 
 
 
Total accrued liabilities and other current liabilities
        85,305    75,333    10,922 
        
 
 
   
 
 
   
 
 
 

10

(i)

Contingently redeemable convertible preferred shares (continued)

Starting from January 1, 2021, the Company has fully exited the Targeted Marketing business and this balance represents the payments to third party advertising companies for targeted marketing related services as the Company acts as agent.

Based on the Company’s 2016 PRC GAAP audited financial statements, the “Performance Ratchet” has not been triggered, Weidong Luo and the Company are not required to compensate the Series C holders.

In determining whether to account for an amendment of equity-classified preferred shares as a modification or extinguishment, the Company considers an amendment that results in a greater than 10% change in fair value based on an analysis similar to ASC 470-50 is an extinguishment. An amendment that does not meet this criterion is a modification. The amendment in the redemption dates of Series A and Series B preferred shares at the issuance of Series C preferred shares and the removal of the revenue target for the Series A, Series B and Series C preferred shares at issuance of Series D preferred shares, resulted in a modification (as the amendment did not result in a greater than 10 percent change in cash flows) with no further accounting impact as the modification did not result in a change in the fair value of the related preferred shares.

The Company has elected to accrete the preferred shares to their redemption value over the contractual period since issuance to the earliest redemption date using the effective interest rate method. The accretion to redemption value including cumulative dividends shall be recorded as a reduction of income available to common shareholders in accordance with ASC 480-10-S99 3A.

The Preferred Shares were converted to common shares immediately upon the completion of the Company’s IPO on July 26, 2018.

The movement in the carrying value of the convertible preferred shares is as follows:

Mezzanine equity

 

Series A

 

 

Series B

 

 

Series C

 

 

Series D

 

 

Total

 

 

 

RMB

 

 

RMB

 

 

RMB

 

 

RMB

 

 

RMB

 

Balance as of December 31, 2016

 

 

26,804

 

 

 

52,044

 

 

 

141,691

 

 

 

 

 

 

220,539

 

Issuance of Series C preferred shares

 

 

 

 

 

 

 

 

20,571

 

 

 

 

 

 

20,571

 

Issuance of Series D preferred shares

 

 

 

 

 

 

 

 

 

 

 

206,359

 

 

 

206,359

 

Issuance cost of Series D preferred shares

 

 

 

 

 

 

 

 

 

 

 

(7,223

)

 

 

(7,223

)

Accretion of Preferred Shares

 

 

175

 

 

 

679

 

 

 

6,055

 

 

 

19,482

 

 

 

26,391

 

Balance as of December 31, 2017

 

 

26,979

 

 

 

52,723

 

 

 

168,317

 

 

 

218,618

 

 

 

466,637

 

Accretion of Preferred Shares

 

 

1,463

 

 

 

4,137

 

 

 

7,441

 

 

 

11,053

 

 

 

24,094

 

Redemption of Preferred Shares

 

 

 

 

 

 

 

 

(57,234

)

 

 

 

 

 

(57,234

)

Conversion of Preferred Shares

 

 

(28,442

)

 

 

(56,860

)

 

 

(118,524

)

 

 

(229,671

)

 

 

(433,497

)

Balance as of December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2018 (US$)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11

(ii)

The balance represents the remaining unpaid cash consideration of RMB16,788 from the acquisition of SendCloud (see Note 9 for details).
13
Share-based compensation

Share option plans

2014 Incentive Plan

On July 23 2014, the Company’s board of directors and shareholders approved the 2014 Incentive Plan (the “2014 Plan”). Awards under the 2014 Plan vest up to 4 years from the date of grant and expire no more than 10 years after the grant date. The Company reserved a total of 5,500,000 common shares for issuance under the 2014 Plan. As of December 31, 2018, 2,420 remains2022, 37,911 shares remain available for grant under the 2014 Plan.

2017 Incentive Plan

On March 1, 2017, the Company’s board of directors and shareholders approved the 2017 Incentive Plan (the “2017 Plan”). Awards under the 2017 Plan vest up to 4 years from the date of grant and expire no more than 10 years after the grant date. The Company reserved a total of 6,015,137 common shares for issuance under the 2017 Plan. As of December 31, 2018, 3,467,7082022, 164,895 shares remain available of grant under the 2017 Plan.

F-26


Table

In December 2021, the Company’s board of Contents

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousandsdirectors and shareholders approved the 2021 Incentive Plan (the “2021 Plan”). Awards under the 2021 Plan vest up to 4 years from the date of Renminbi (“RMB”)grant and US dollars (“US$”))

11Share-based compensation (continued)

expire no more than 10 years after the grant date. The Company reserved a total of 4,000,000 common shares for issuance under the 2021 Plan. As of December 31, 2022, 2,301,996 shares remain available of grant under the 2021 Plan.

The exercise price, vesting and other conditions of individual awards are determined by the board of directors or any of the committees appointed by the board of directors to administer the 2014, 2017 and 20172021 Plans. The awards are subject to multiple service vesting periods arranging from 1up to 4 years, and will expire 10 years after the date of award. Upon the termination of the Grantee’s Continuous Service,continuous service, the Company has the right to repurchase the vested award or shares obtained.

F-
39

AURORA MOBILE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”), except for number of options and per exercise option price)
13
Share-based compensation (continued)
Share options

The following table summarizes the share option activity for the year ended December 31, 2018:

2022:

Options Granted to Employees and Directors

 

Number of

Options

 

 

Weighted-

Average

Exercise

Price

 

 

Weighted-

Average

grant-date

Fair Value

per Option

 

 

Weighted

Average

Remaining

Contractual

Term (Years)

 

 

Aggregate

Intrinsic

Value

 

 

 

 

 

 

 

RMB

 

 

RMB

 

 

 

 

 

 

RMB

 

Outstanding, December 31, 2016

 

 

5,472,031

 

 

 

2.32

 

 

 

2.13

 

 

 

7.89

 

 

 

34,255

 

Granted

 

 

894,115

 

 

 

16.29

 

 

 

10.34

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expired

 

 

 

 

 

 

 

 

 

 

 

 

 

 

��

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cancelled

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, December 31, 2017

 

 

6,366,146

 

 

 

4.33

 

 

 

3.31

 

 

 

7.21

 

 

 

95,559

 

Vested and expected to vest at December 31, 2017

 

 

6,366,146

 

 

 

4.33

 

 

 

3.31

 

 

 

7.21

 

 

 

95,559

 

Outstanding, December 31, 2017

 

 

6,366,146

 

 

 

4.33

 

 

 

3.31

 

 

 

7.21

 

 

 

95,559

 

Granted

 

 

1,736,390

 

 

 

26.68

 

 

 

45.72

 

 

 

 

 

 

 

Forfeited

 

 

55,520

 

 

 

26.55

 

 

 

24.69

 

 

 

 

 

 

 

Expired

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

Cancelled

 

 

14,558

 

 

 

6.56

 

 

 

1.87

 

 

 

 

 

 

 

Outstanding, December 31, 2018

 

 

8,032,458

 

 

 

9.04

 

 

 

12.48

 

 

 

7.47

 

 

 

507,876

 

Vested and expected to vest at December 31, 2018

 

 

8,032,458

 

 

 

9.04

 

 

 

12.48

 

 

 

7.47

 

 

 

507,876

 

Exercisable at December 31, 2018

 

 

5,185,893

 

 

 

2.75

 

 

 

3.09

 

 

 

6.73

 

 

 

360,505

 

Options Granted to Employees and Directors  Number of
Options
   Weighted-
Average
Exercise
Price
   Weighted-
Average
grant-date
Fair Value
per Option
   Weighted
Average
Remaining
Contractual
Term
(Years)
   Aggregate
Intrinsic
Value
 
       RMB   RMB       RMB 
Outstanding, December 31, 2021
   7,367,194    8.18    18.66    6.09    48,464 
   
 
 
                     
Granted
   2,900,248    6.18    6.41    —      —   
Forfeited
   632,534    9.53    22.70    —      —   
Expired
   —      —      —      —      —   
Exercised
   758,442    0.23    10.62    —      —   
Cancelled
   —      —      —      —      —   
   
 
 
                     
Outstanding, December 31, 2022
   8,876,466    8.11    15.06    6.23    31,347 
   
 
 
                     
Vested and expected to vest at December 31, 2022
   8,876,466    8.11    15.06    6.23    31,347 
   
 
 
                     
Vested at December 31, 2022
   7,251,013    9.66    15.50    5.71    21,844 
   
 
 
                     
The aggregate intrinsic value in the table above represents the difference between the closing stock price on the last trading day in 2021 and 2022 and the option’s respective exercise price.
The weighted average grant date fair value of the share options vested and recognized as expenses as ofgranted during the years ended December 31, 2016, 20172020, 2021 and 20182022 were RMB2,703, RMB8,275RMB18.97, RMB24.61 and RMB24,561RMB6.41 (US$3,572)0.93), respectively.


The aggregate unrecognized share-based compensation expense was RMB64,099RMB8,342 (US$9,323)1,209) as of December 31,2018,31, 2022, which the Company expects to recognize over an estimated weighted-average period of three to four1.71 years.

F-4
0

AURORA MOBILE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”), except for number of options and per exercise option price)
13
Share-based compensation (continued)
Share options
(continued)
The Company estimates the fair value of each award on grant date using the binomial option pricing model with the assistance of an independent third-party valuation firm. The binominal model requires the input of highly subjective assumptions, including the expected share price volatility and the suboptimal early exercise factor. For expected volatility, the Company has made reference to historical volatilities of several comparable companies. The suboptimal early exercise factor was estimated based on the Company’s expectation of exercise behavior of the grantees. The risk-free rate for periods within the contractual life of the options is based on the market yield of U.S. Treasury Bonds in effect at the time of grant. Prior to ththe IPO, the estimated fair value of the ordinary shares, at the option grant dates, were determined by the assistance of an independent third-party valuation firm. Subsequent to the IPO, fair value of the common shares is the price of the Company’s publicly traded shares. The Company’s management is ultimately responsible for the determination of the estimated fair value of its ordinary shares.

The Company recognizes stock-basedshare-based compensation expense using the accelerated recognition method over the requisite service period, which is generally subject to graded vesting.

F-27


Table of Contents

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

11Share-based compensation (continued)

The following table presents assumptions used to estimate the fair values of share options granted for the yearyears ended December 31, 20172020, 2021 and 2018:

2022:

 

 

2016

 

 

2017

 

 

2018

 

Risk-free interest rate

 

1.83% - 1.84%

 

 

2.27% - 2.41%

 

 

2.27% - 2.93%

 

Dividend yield

 

0%

 

 

0%

 

 

0%

 

Expected volatility

 

47.33% - 47.60%

 

 

46.33% - 47.15%

 

 

45.30% - 46.10%

 

Weighted average expected volatility

 

47.44%

 

 

46.66%

 

 

45.98%

 

Expected exercise multiple

 

 

2.5

 

 

 

2.5

 

 

 

2.5

 

   2020 2021 2022
Risk-free interest rate
  0.63% - 1.88% 0.94% - 1.70% 1.87%-3.75%
Dividend yield
  0% 0% 0%
Expected volatility
  44.37% - 47.83% 47.45% - 56.62% 55.99%-56.79%
Weighted average expected volatility
  46.37% 50.26% 56.15%
Expected exercise multiple
  2.5 - 2.8 2.2 - 2.8 2.2-2.8

(i)

Risk-free interest rate – The risk-free interest rate for periods within the contractual life of the options is based on the US Treasury yield curve in effect at the time of the grant for a term consistent with the contractual term of the awards.

(ii)

Dividend yield – The dividend yield is estimated based on the Company’s expected dividend policy over the expected term of the options.

(iii)

Expected volatility – Expected volatility is estimated based on the historical volatility of common shares of several comparable publicly-traded companies in the same industry.

(iv)

Expected exercise multiple – expectedExpected exercise multiple is estimated based on changes in expected intrinsic value of the option and the likelihood of early exercise by employees.

F-4
1

AURORA MOBILE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”), except for number of options and per exercise option price)
13
Share-based compensation (continued)
Restricted share units

Starting from September 4, 2018, the Company granted restricted Class A common shares of the Company (“Restricted Shares”).

A summary of the restricted share units for the year ended December 31, 20182022 was stated below:

Restricted Share Units Granted to Employees and Directors

 

Number of

Share Units

 

 

Weighted-Average

Exercise

Price

 

 

Weighted-

Average

grant-date

Fair Value

per Option

 

 

Weighted

Average

Remaining

Contractual

Term (Years)

 

 

Aggregate Intrinsic Value

 

 

 

 

 

 

 

RMB

 

 

RMB

 

 

 

 

 

 

RMB

 

Outstanding, December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Granted

 

 

12,550

 

 

 

 

 

 

54.69

 

 

 

9.68

 

 

 

907

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expired

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cancelled

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, December 31, 2018

 

 

12,550

 

 

 

 

 

 

54.69

 

 

 

9.68

 

 

 

907

 

Vested and expected to vest at December 31, 2018

 

 

12,550

 

 

 

 

 

 

54.69

 

 

 

9.68

 

 

 

907

 

Exercisable at December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted Share Units Granted to Employees and Directors  Number of
Share
Units
   Weighted-
Average
grant-date
Fair Value
per Restricted
Share
   Weighted
Average
Remaining
Contractual
Term
(Years)
   Aggregate
Intrinsic
Value
 
       RMB       RMB 
Outstanding, December 31, 2021
   119,566    14.94    9.88    1,189 
   
 
 
                
Granted
   199,965    9.55    —      —   
Forfeited
   —      —      —      —   
Expired
   —      —      —      —   
Vested   119,568    14.52    —      —   
Cancelled
   —      —      —      —   
   
 
 
                
Outstanding, December 31, 2022
   199,963    9.81    9.80    1,337 
   
 
 
                
Vested and expected to vest at December 31, 2022
   199,963    9.81    9.80    1,337 
   
 
 
                
Exercisable at December 31, 2022
   —      —      —      —   
   
 
 
                
The weighted average grant-date fair value per share of restricted share unitsunit granted for the yearyears ended December 31, 2018 was RMB54.692020, 2021 and 2022 were RMB20.41, RMB13.92 and RMB9.55 (US$7.95).

1.38), respectively.

As of December 31, 2018,2022, there was RMB447RMB1,498 (US$68)217) of unrecognized share-based compensation cost related to restricted shares, which the Company expects to recognize over an estimated weighted-average period of one0.84 year.

F-28

The aggregate fair value of options
and restricted share units
vested and recognized as expenses as of December 31, 2020, 2021 and 2022 were RMB28,858, RMB30,212 and RMB15,515 (US$2,249), respectively.
Total intrinsic value of options and restricted share units exercised/vested for the years ended December 31, 2020, 2021 and 2022 were RMB
38,585, RMB24,640 and RMB7,821 (US$1,134), respectively.
Total compensation costs recognized for the years ended December 31, 2020, 2021 and 2022 were as follows:
   Year ended December 31, 
   2020   2021   2022 
   RMB   RMB   RMB   US$ 
Cost of
r
evenue
   4    41    2    —   
Research and development
   7,176    13,801    368    53 
Sales and marketing
   3,965    2,609    1,188    172 
General and administrative
   17,713    13,761    13,957    2,024 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total
   28,858    30,212    15,515    2,249 
   
 
 
   
 
 
   
 
 
   
 
 
 
F-4
2

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

11Share-based compensation (continued)

Total compensation costs recognized for the year ended December 31, 2017 and 2018 were as follows:

 

 

Year ended December 31,

 

 

 

2016

 

 

2017

 

 

2018

 

 

 

RMB

 

 

RMB

 

 

RMB

 

 

US$

 

Research and development

 

 

664

 

 

 

1,408

 

 

 

9,448

 

 

 

1,374

 

Sales and marketing

 

 

189

 

 

 

944

 

 

 

3,347

 

 

 

487

 

General and administrative

 

 

1,850

 

 

 

5,923

 

 

 

11,766

 

 

 

1,711

 

Total

 

 

2,703

 

 

 

8,275

 

 

 

24,561

 

 

 

3,572

 

12

14 Income taxes

Cayman Islands

Under the current tax laws of Cayman Islands, the Company and its subsidiaries are not subject to tax on income or capital gains. Besides, upon payment of dividends by the Company to its shareholders, no Cayman Islands withholding tax will be imposed.

British Virgin Islands

Under the current laws of the British Virgin Islands (“BVI”), the Company’s BVI incorporated subsidiary are not subject to tax on income or capital gains arising in BVI. In addition, upon payments of dividends by this entity to its shareholders, no BVI withholding tax will be imposed.

Singapore
Under the Singapore tax laws, the subsidiary in Singapore are subject to 17% income tax rate on any taxable income accruing in or derived from Singapore, or received in Singapore from outside Singapore.
Hong Kong

Under the Hong Kong tax laws, the subsidiary in Hong Kong are subject to the Hong Kong profits tax rate at 16.5% and it may be exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.

China

Effective from January 1, 2008, the PRC’s statutory, Enterprise Income Tax (“EIT”) rate is 25%. In accordance with the implementation rules of EIT Law, a qualified “High and New Technology Enterprise” (“HNTE”) is eligible for a preferential tax rate of 15%15
%. The HNTE certificate is effective for a period of three years. An entity must file required supporting documents with the tax authority and ensure fulfillment of the relevant HNTE criteria before using the preferential rate. An entity could
re-apply
for the HNTE certificate when the prior certificate expires.

The certificate of high and new technology enterprise of the VIE was obtained in November 2016 and expired in November 2019. The VIE obtained the certificate of high and new technology enterprise in December 2019 with a validity period of three years starting from December 2019 onwards. The VIE obtained the PRC was recognized ascertificate of high and new technology enterprise in January 2023 with a qualified HNTE under the EIT Law by relevant government authorities in 2016.validity period of three years starting December 2022 onwards. It was entitled to the preferential rate of 15% for 20172020, 2021 and 2018.

The2022. In early 2021, the WFOE in the PRC is subjectwas recognized as an HNTE and was eligible for

15
% preferential tax rate from 2020 to the 25% EIT rate.

2022. Enterprises classified as “small and micro businesses” enjoy a preferential tax rate of

20% with a discount to taxable income.
The Company’s profit/(loss)loss before income taxes consists of:

 

 

As of December 31,

 

 

 

2016

 

 

2017

 

 

2018

 

 

 

RMB

 

 

RMB

 

 

RMB

 

 

US$

 

Cayman Islands

 

 

(3,214

)

 

 

(10,584

)

 

 

6,622

 

 

 

964

 

British Virgin Islands

 

 

(4

)

 

 

(2

)

 

 

(25

)

 

 

(4

)

Hong Kong

 

 

563

 

 

 

(34

)

 

 

208

 

 

 

30

 

China

 

 

(54,817

)

 

 

(83,651

)

 

 

(72,972

)

 

 

(10,613

)

Total loss before income taxes

 

 

(57,472

)

 

 

(94,271

)

 

 

(66,167

)

 

 

(9,623

)

F-29

   As of December 31, 
   2020   2021   2022 
   RMB   RMB   RMB   US$ 
Cayman Islands
   (31,966   (23,555   (21,516   (3,120
British Virgin Islands
   (27   (2   (13   
  
(
2

Hong Kong
   (1,790   (1,564   (2,540   (368
Singapore
   —      —      34    5 
China
   (191,206   (115,431   (84,870   (12,305
   
 
 
   
 
 
   
 
 
   
 
 
 
Total loss before income taxes
   (224,989   (140,552   (108,905   (15,790
   
 
 
   
 
 
   
 
 
   
 
 
 
F-4
3

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))


12

14

Income taxes (continued)

Composition of income tax expense

The current and deferred portions of income tax expense included in the consolidated statements of comprehensive loss are as follows:

 

 

As of December 31,

 

 

 

2016

 

 

2017

 

 

2018

 

 

 

RMB

 

 

RMB

 

 

RMB

 

 

US$

 

Current income tax expense

 

 

 

 

 

 

 

 

(35

)

 

 

(5

)

Deferred tax (expense)/benefit

 

 

(3,910

)

 

 

3,980

 

 

 

5

 

 

 

1

 

Total income tax (expense)/benefit

 

 

(3,910

)

 

 

3,980

 

 

 

(30

)

 

 

(4

)

   As of December 31, 
   2020   2021   2022 
   RMB   RMB   RMB   US$ 
Current income tax expense
   (86   (32   (26   (4
Deferred tax benefit
   —      —      481    70 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total income tax expense
   (86   (32   455    66 
   
 
 
   
 
 
   
 
 
   
 
 
 
Reconciliation between expenses of income taxes

Reconciliation between the expense of income taxes computed by applying the statutory tax rate to loss before income taxes and the actual provision for income taxes is as follows:


 

 

As of December 31,

 

 

 

2017

 

 

2018

 

 

 

RMB

 

 

RMB

 

 

US$

 

Loss before income tax

 

 

(94,271

)

 

 

(66,167

)

 

 

(9,623

)

Income tax expense computed at PRC statutory rate (25%)

 

 

(23,569

)

 

 

(16,542

)

 

 

(2,408

)

International tax rate differential

 

 

2,650

 

 

 

(1,668

)

 

 

(243

)

Preferential tax rate

 

 

4,004

 

 

 

6,397

 

 

 

930

 

Deferred tax items tax rate differential

 

 

(4,951

)

 

 

(6,390

)

 

 

(929

)

Research and development super-deduction

 

 

(7,787

)

 

 

(21,559

)

 

 

(3,134

)

Non-deductible expenses

 

 

1,482

 

 

 

5,701

 

 

 

829

 

Outside basis differences

 

 

(7,475

)

 

 

 

 

 

 

Deferred tax expense

 

 

 

 

 

4,073

 

 

 

592

 

Changes in valuation allowance

 

 

31,666

 

 

 

30,018

 

 

 

4,367

 

Income tax expense/(benefit)

 

 

(3,980

)

 

 

30

 

 

 

4

 

F-30

   As of December 31, 
   2021   2022 
   RMB   RMB   US$ 
Loss before income tax
   (140,552   (108,905   (15,790
Income tax expense computed at PRC statutory rate (25%)
   (35,138   (27,226   (3,947
International tax rate differential
   6,023    5,596    811 
Preferential tax rate
   21,437    5,518    800 
Deferred tax items tax rate differential
   (22,935   (5,399   (783
Research and development super-deduction
   (32,595   (28,463   (4,127
Non-deductible
expenses
   8,092    4,367    633 
Deferred tax expenses
   —      (679   (98
Non-taxable income  
—  
   
(157
  
(23
Recognition of prior year tax loss
   (4,851   —      —   
Changes in valuation allowance
   59,999    45,988    6,668 
   
 
 
   
 
 
   
 
 
 
Income tax expense/(benefit)
   32    (455   (66
   
 
 
   
 
 
   
 
 
 

F-4
4

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

12

14

Income taxes (continued)

Deferred tax assets and liabilities

Deferred taxes were measured using the enacted tax rates for the periods in which the temporary differences are expected to be reversed.

The tax effects of temporary differences that give rise to the deferred tax balances as of December 31, 20172021 and 20182022 are as follows:


 

 

As of December 31,

 

 

 

2017

 

 

2018

 

 

 

RMB

 

 

RMB

 

 

US$

 

Deferred tax assets, net

 

 

 

 

 

 

 

 

 

 

 

 

Provision for doubtful debts

 

 

866

 

 

 

2,463

 

 

 

358

 

Accrued expense

 

 

231

 

 

 

3,737

 

 

 

543

 

Net operating loss carry forward

 

 

54,079

 

 

 

78,985

 

 

 

11,489

 

Government grant related to assets

 

 

69

 

 

 

54

 

 

 

8

 

Fixed assets depreciation

 

 

 

 

 

14

 

 

 

2

 

Estimated liabilities

 

 

 

 

 

10

 

 

 

2

 

Valuation allowance

 

 

(55,245

)

 

 

(85,263

)

 

 

(12,401

)

Total deferred tax assets, net

 

 

 

 

 

 

 

 

 

Deferred tax liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Fixed assets depreciation

 

 

5

 

 

 

 

 

 

 

Total deferred tax liabilities

 

 

5

 

 

 

 

 

 

 

   As of December 31, 
   2021   2022 
   RMB   RMB   US$ 
Deferred tax assets
               
Provision for doubtful debts
   27,327    12,127    1,758 
Accrued expense
   12,923    12,411    1,799 
Net operating loss carry forward
   218,042    282,098    40,900 
Government grant related to assets
   1,411    2,113    306 
Estimated liabilities   —      426    62 
Lease liabilities  
—  
   
3,533
   
512
 
Less: Valuation allowance
   (248,118   (295,401)   (42,829
   
 
 
   
 
 
   
 
 
 
Total deferred tax assets
   11,585    17,307    2,508 
   
 
 
   
 
 
   
 
 
 
Deferred tax liabilities
               
Property and equipment depreciation
   (867   (1,636   (236
Net unrealized gain on equity investments held   (3,564   (4,332   (628
Right-of-use
assets
   —      (3,049   (442
Intangible assets arising from acquisition   —      (4,856)   (704)
Loan interest income   (7,154   (8,258   (1,197
   
 
 
   
 
 
   
 
 
 
Total deferred tax liabilities
   (11,585   (22,131   (3,207
   
 
 
   
 
 
   
 
 
 
Net deferred tax assets
   —      —      —   
   
 
 
   
 
 
   
 
 
 
Net deferred tax liabilities
   —      (4,824   (699
   
 
 
   
 
 
   
 
 
 
The Company operates through its WFOE and VIE and evaluates the potential realization of deferred tax assets on an entity basis. The Company recorded valuation allowance against deferred tax assets of those entities that were in a three-year cumulative financial loss and are not forecasting profits in the near future as of December 31, 20172021 and 2018.2022. In making such determination, the Company also evaluated a variety of factors including the Company’s operating history, accumulated deficit, existence of taxable temporary differences and reversal periods.

The Company had deferred tax assets related to net operating loss carry forwards of RMB54,079
 RMB
218,042 and RMB78,985RMB282,098 (US$11,489)40,900) from its WFOE and the VIE in China as of December 31, 2021 and 2022, which can be carried forward to offset taxable income. The net operating loss of WOFE and VIE will expire in years 20192023 to 2023 and 2019 to 20282032 if not utilized, respectively.

utilized.

The Company did not record any dividend withholding tax, as there were no undistributed earnings arising from the WFOEtaxable outside basis differences noted as of December 31, 20172021 and 2018.

2022.

F-4
5

AURORA MOBILE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) )
14
Income taxes (continued)
As of December 31, 20172021 and 2018,2022, the Company concluded that there was no significant tax uncertainties in its consolidated financial results. The Company did not record any interest and penalties related to an uncertain tax position for each of the year ended December 31, 20172021 and 2018.2022. The Company does not expect the amount of unrecognized tax benefits would increase significantly in the next 12 months. In general, theaccordance with relevant PRC tax authorities have up to five years to conduct examinations ofadministration laws, the tax filings of the Company’s PRC subsidiary and the VIE. Accordingly, the PRC tax filingsyear from 20132017 through 20182022 remain open to examination by the respective tax authorities. The Company may also be subject to the examinations of the tax filings in other jurisdictions, which are not material to the consolidated financial statements.

F-31


Table of Contents

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

13

15

Convertible notes

Commitments and contingencies

On April 17, 2018, the Company issued zero coupon convertible notes (the “Convertible Notes”) due 2021 in an aggregate principal amount of US$35,000 to one existing and one new investor. The Convertible Notes will mature on their third anniversary date. Holders of the convertible notes may, at their option during a period starting from the issue date until seven days prior to the maturity of the notes, subject to certain exceptions, convert the notes into common shares of the Company at the then applicable conversion price, which is initially US$11.76 per share, subject to certain anti-dilution and other adjustments (the “Conversion Option”). On the commitment date, the conversion option did not qualify for derivative accounting as the underlying common shares which the Convertible Note could be converted into were not publicly traded nor could they be readily convertible into cash in accordance with ASC 815-15 and ASC 815-40. Upon the initial public offering, whilst the net settlement criteria is subsequently met, the Conversion Option continued not to qualify for derivative accounting as it meets the scope exception provided for under ASC 815-10-15-74(a).

If no qualified IPO were to occur within two years of the issue date, the outstanding obligation at their principal amount with an amount representing a total internal rate of return of 8% per annum, under the Convertible Notes would be immediately due and payable (“Contingent Redemption Option”). If the event of default as defined in the Convertible Notes were to occur, a simple interest of 15% will accrue on the principal. If the Company fails to deliver and register title to any shares following conversion of any Convertible Note, an interest represents a total internal rate of return of 15% per annum will accrue on the principal (both “Contingent Interest Feature”).

The debt issuance costs of the Convertible Notes is US$1,275. The Company evaluated and determined if there were any embedded derivatives requiring bifurcation and to determine if there were any beneficial conversion features (“BCF”).

The Company also evaluated the Contingent Redemption Option and Contingent Interest Feature contained in the Convertible Notes in accordance with ASC 815. Both features qualify for derivative accounting as they are not clearly and closely related to the debt host and will be accounted for as a single compound derivative. At issuance date, the Company recognized a derivative liability of US$3,224, which was subsequently accounted for at fair value with a change in fair value of US$3,224 recognized in current earnings for the year ended December 31, 2018 due to a qualified IPO.

Furthermore, as the most favorable conversion price used to measure the BCF for the Convertible Note was the issuance price of US$11.76, no BCF was recognized for the Convertible Note as the fair value per ordinary share at the commitment date was US$9.87, which was less than the most favorable conversion price.

Both principal amount subsequent to the bifurcation of its compound derivative and the issuance costs are amortized as interest expense using the effective interest rate method through the maturity dates of the convertible notes. The effective interest rate was 4.69%.

The principal amount, debt issuance costs and derivative liability as of December 31, 2018 was as follows:

 

 

As of April 17, 2018

 

 

Charge to profit and loss

 

 

Foreign currency translation adjustment

 

 

As of December 31, 2018

 

 

 

RMB

 

 

RMB

 

 

RMB

 

 

RMB

 

 

US$

 

Principal amount

 

 

219,699

 

 

 

 

 

 

20,513

 

 

 

240,212

 

 

 

34,937

 

Issuance costs

 

 

(8,436

)

 

 

 

 

 

 

 

 

(8,436

)

 

 

(1,227

)

Contingent redemption feature

 

 

(19,805

)

 

 

 

 

 

4,208

 

 

 

(15,597

)

 

 

(2,268

)

Convertible notes

 

 

191,458

 

 

 

 

 

 

24,721

 

 

 

216,179

 

 

 

31,442

 

Derivative liability

 

 

20,237

 

 

 

(21,302

)

 

 

1,065

 

 

 

 

 

 

 

Total

 

 

211,695

 

 

 

(21,302

)

 

 

25,786

 

 

 

216,179

 

 

 

31,442

 

Capital commitments

As of December 31, 2018, aggregate future principal payments for the Convertible Notes were as follows:

 

 

RMB

 

 

US$

 

1 year (Including 1 year)

 

 

 

 

 

 

1 year to 2 years (Including 2 years)

 

 

 

 

 

 

2 years to 3 years (Including 3 years)

 

 

240,212

 

 

 

35,000

 

Total

 

 

240,212

 

 

 

35,000

 

F-32


Table of Contents

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

14Commitments and contingencies

Operating lease commitments

The Company leases office premises and printers in the PRC under non-cancellable operating leases expiring on different dates. Payments under operating leases are expensed on a straight-line basis over the periods of the respective leases.

Total operating lease expenses were RMB3,113, RMB6,081 and RMB12,120 (US$1,763) for the year ended December 31, 2016, 2017 and 2018, respectively.

As of December 31, 2018, future minimum payments under non-cancellable operating leases were as follows:

 

 

RMB

 

 

US$

 

2019

 

 

13,387

 

 

 

1,947

 

2020

 

 

10,573

 

 

 

1,538

 

2021

 

 

4,613

 

 

 

671

 

2022 and thereafter

 

 

4,478

 

 

 

651

 

Total

 

 

33,051

 

 

 

4,807

 

The Company’s operating lease commitments have no renewal options, rent escalation clauses and restrictions or contingent rents.

Capital commitments

As of December 31, 2018,2022, future minimum payment under non-cancellable purchase commitment for bandwidth is RMB1,744 (US$254), which is scheduled to be paid within one year; for consulting service is RMB7,008 (US$1,019) and RMB271 (US$39), which is scheduled to be paid within one and two years, respectively.

nil. 

15

16

Share capital

On June 27, 2018,

During the Company’s shareholders adopted a resolution to approveyears ended December 31, 2020 and 2021, no ADS were repurchased by the Post-Offering Memorandum and Articles of Association, The Post-Offering Memorandum and Articles of Association provide that, the Company’s authorized share capital will be changed into US$500 divided into 5,000,000,000 shares.

Company. As of December 31, 2017, there were 42,666,670 common shares2020 and 27,867,937 preferred shares.

On April 11,2021, total share repurchased under the 2018 the Company redeemed the 1,738,720 Series C preferred shares held by T.C.L. Industries Holdings (H.K.) Ltd. forRepurchase Plan was an aggregate price of US$9,049,000.

On July 26, 2018, the Company completed its IPO on the NASDAQ. The Company offered 9,060,000920,606 ADSs, representing 6,040,000613,737 Class A common shares.  Upon completion of

During the IPO, all outstanding 27,867,937 Preferred Shares were converted on a one-for-one basis into 27,867,937 Class A common shares, all 42,666,670 outstanding common shares were converted on a one-for-one basis into 25,666,481 Class A common shares and 17,000,189 Class B common shares, respectively. Holders of Class A common shares and Class B common shares will have the same rights except for voting and conversion rights. In respect of all matters subject to a shareholder vote, each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes, voting together as one class. Each Class B common share is convertible into one Class A common share at any time by the holder thereof. Class A common shares are not convertible into Class B common shares under any circumstances. Upon any transfer of Class B common shares by a holder thereof to any person or entity that is not an affiliate of such holder, such Class B common shares shall be automatically and immediately converted into the same number of Class A common shares.

Additionally, on August 30, 2018, the underwriters exercised their over-allotment option and issued more 19,708 Class A common shares. And as ofyear ended December 31, 2018,2022, the Company had repurchased under the Share Repurchase Program an aggregate of 69,455 ADSs, representing 46,303 Class A common shares (notes 12).

F-33


Table of Contents

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

15

Share capital (continued)

On November 20, 2018, the Board of Directors of the Company authorized the Repurchase Plan, pursuant to which the Company was authorized to repurchase its own issued and outstanding American depositary shares (“ADSs”) up to an aggregate value of US$10 million from the open market.

As of December 31, 2018, the Company had repurchased under the2022 Repurchase Plan an aggregate of 69,455273,469 ADSs, representing 46,303182,313 Class A common shares. TheAs of December 31, 2022, the Company has no plan for cancellation of these repurchased shares. These shares were recorded at their purchase cost

price
 on the consolidated balance sheets.

As at December 31, 20182021, there were 59,547,82362,036,273 and 17,000,189 Class A and Class B ordinary shares outstanding respectively.

As at December 31, 2022, there were 62,731,971 and 17,000,189 Class A and Class B ordinary shares outstanding respectively.
F-4
6

AURORA MOBILE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”), except for number of options and per exercise option price)
16
Share capital (continued)
Basic and diluted loss per share is calculated as follows:

 

 

For the year ended December 31, 2016

 

 

For the year ended December 31, 2017

 

 

For the year ended December 31, 2018

 

 

 

Common shares

 

 

Common shares

 

 

Class A

 

 

Class B

 

 

 

RMB

 

 

RMB

 

 

RMB

 

 

US$

 

 

RMB

 

 

US$

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to

   Class A and Class B common

   shareholders

 

 

(61,382

)

 

 

(90,291

)

 

 

(46,606

)

 

 

(6,779

)

 

 

(19,591

)

 

 

(2,848

)

Deduct: Accretion of

   redeemable convertible

   preferred shares

 

 

(12,427

)

 

 

(26,391

)

 

 

(16,963

)

 

 

(2,467

)

 

 

(7,131

)

 

 

(1,037

)

Net Loss attributable to common

   shareholders

 

 

(73,809

)

 

 

(116,682

)

 

 

(63,569

)

 

 

(9,246

)

 

 

(26,722

)

 

 

(3,885

)

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of

   shares used in calculating

   basic and diluted loss

   per share

 

 

42,666,670

 

 

 

42,666,670

 

 

 

40,441,999

 

 

 

40,441,999

 

 

 

17,000,189

 

 

 

17,000,189

 

Basic and diluted loss

   per share

 

 

(1.73

)

 

 

(2.73

)

 

 

(1.57

)

 

 

(0.23

)

 

 

(1.57

)

 

 

(0.23

)

   For the year ended
December 31, 2020
  For the year ended
December 31, 2021
  For the year ended December 31, 2022 
   Class A  Class B  Class A  Class B  Class A  Class B 
   RMB  RMB  RMB  RMB  RMB  US$  RMB  US$ 
Numerator:
                                 
Net loss attributable to Class A and Class B common shareholders
   (175,650  (49,425  (110,258  (30,326  (84,032  (12,184  (22,932  (3,325
Net loss attributable to common shareholders
   (175,650  (49,425  (110,258  (30,326  (84,032  (12,184  (22,932  (3,325
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Denominator:
                                 
Weighted average number of shares used in calculating basic and diluted loss per share
   60,415,978   17,000,189   61,809,501   17,000,189   62,296,172   62,296,172   17,000,189   17,000,189 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Basic and diluted loss per share
   (2.91  (2.91  (1.78  (1.78  (1.35  (0.20  (1.35  (0.20
For the years ended December 31, 20162020, 2021 and 2017,2022, the computation of basic loss per share using the
two-class method is not applicable as the Company only had one class of common shares and the Preferred Shares do not have contractual rights and obligations to share in the losses of the Company. For the year ended December 31, 2018, the two-class
method is applicable because the Company has Class A and Class B ordinary shares outstanding, and both classes have contractual rights with regards to dividends and distributions upon liquidation of the Company.
The effect of all outstanding Preferred Shares, share options, restricted share units and convertible notes were excluded from the computation of diluted loss per share for the years ended December 31, 2016, 20172020
 and 2018
 2021 as their effects would be anti-dilutive.

F-34

17
Redeemable noncontrolling interests
The fair value of the redeemable noncontrolling interests for SendCloud was determined using the income approach. The fair value estimate of redeemable noncontrolling interests is based on significant inputs considered by market participants which mainly include (a) discount rate, (b) projected terminal value based on future cash flows, (c) adjustment for lack of control and (d) value of redemption right held by the noncontrolling interest shareholders (the “NCI shareholders”). The redeemable noncontrolling interests represent the fair value of 47.63% equity held by the NCI shareholders.
The Company entered into a put option agreement with the NCI shareholders, with respect to SendCloud’s retained equity. Pursuant to the put option agreement, the NCI shareholders have the right to sell to the Company all of SendCloud’s retained equity within 90 days after SendCloud’s fiscal year ending December 31, 2024, if SendCloud has met each of the annual revenue and net income performance targets from 2022
 to
2024, which is not solely within the Company’s control.
As it is redeemable by such NCI shareholders upon the occurrence of certain events that are not solely within the control of the Company, it is classified as redeemable noncontrolling interests. Upon acquisition, the Company recognized the redeemable noncontrolling interest at the fair value of RMB31,397
at the acquisition date
.
The following table presents the activity of the redeemable noncontrolling interests balance for the year ended December 31, 2022:
   RMB   US$ 
Balance as of January 1, 2022
   —      —   
Initial fair value of redeemable noncontrolling interests
   31,397    4,552 
Net loss attributable to redeemable noncontrolling interest
   (1,486   (215
Adjustment of redeemable noncontrolling interests to redemption value
   641    93 
   
 
 
   
 
 
 
Balance as of December 31, 2022
   30,552    4,430 
   
 
 
   
 
 
 
F-4
7

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

16

18

Related party transactions

The table below sets forth the major related parties and their relationships with the Company:

Name of related parties

Relationship

KK Mobile Limited

Principal owner of the Company, controlled by

Weidong Luo

Stable View Limited

Shareholder of the Company, controlled by Jiawen

Fang, who is a director of the Company.

Focus Axis Limited

Shareholder of the Company, controlled by Xiaodao Wang, who is a director of the Company.

Weidong Luo

Founder, Chief Executive Officer

Fei Chen

Founder, President

Shenzhen Weixunyitong Information Technology Co., Ltd.

Company that is significantly influenced by Weidong Luo

Guangzhou Tianlang Network Technology Co., Ltd.

Company that is significantly influenced by Weidong Luo

Details of related party balances and transactions as of December 31, 2016, 20172021 and 20182022 are as follows:

16.1

18.1 Amounts due from related parties

 

 

As of December 31,

 

 

 

2016

 

 

2017

 

 

2018

 

 

 

RMB

 

 

RMB

 

 

RMB

 

 

US$

 

Focus Axis Limited

 

 

2

 

 

 

17

 

 

 

 

 

 

 

KK Mobile Limited

 

 

26

 

 

 

40

 

 

 

 

 

 

 

Stable View Limited

 

 

2

 

 

 

17

 

 

 

 

 

 

 

Shenzhen Weixunyitong Information Technology Co., Ltd.

 

 

65

 

 

 

886

 

 

 

1,543

 

 

 

224

 

Guangzhou Tianlang Network Technology  Co., Ltd.

 

 

 

 

 

300

 

 

 

1,305

 

 

 

190

 

President

 

 

 

 

 

 

 

 

1,716

 

 

 

250

 

Total amounts due from related parties

 

 

95

 

 

 

1,260

 

 

 

4,564

 

 

 

664

 

16.2

       As of December 31, 
       2021   2022 
       RMB   RMB   US$ 
Guangzhou Tianlang Network Technology Co., Ltd.
        35    255    37 
        
 
 
   
 
 
   
 
 
 
Total amounts due from related parties
   (i   35    255    37 
        
 
 
   
 
 
   
 
 
 
18.2 Amounts due to related parties

 

 

As of December 31,

 

 

 

2016

 

 

2017

 

 

2018

 

 

 

RMB

 

 

RMB

 

 

RMB

 

 

US$

 

Weidong Luo

 

 

5,649

 

 

 

5,649

 

 

 

 

 

Shenzhen Weixunyitong Information Technology Co., Ltd.

 

 

504

 

 

 

461

 

 

 

8,864

 

 

 

1,289

 

Guangzhou Tianlang Network Technology Co., Ltd.

 

 

200

 

 

 

 

 

 

 

Total amounts due to related parties

 

 

6,353

 

 

 

6,110

 

 

 

8,864

 

 

 

1,289

 

F-35

       As of December 31, 
       2021   2022 
       RMB   RMB   US$ 
Guangzhou Tianlang Network Technology Co., Ltd.
        54    —      —   
        
 
 
   
 
 
   
 
 
 
Total amounts due to related parties
   (i   54    —      —   
        
 
 
   
 
 
   
 
 
 
Details of related party transactions for the years ended December 31, 2020, 2021 and 2022 are as follows:
18.3 Transactions with related parties
      For the year ended
December 31,
 
      2020   2021   2022 
      RMB   RMB   RMB   US$ 
Services provided to:
   (i                   
Guangzhou Tianlang Network Technology Co., Ltd.
       —      100    400    58 
       
 
 
   
 
 
   
 
 
   
 
 
 
(i) The Company entered into agreements with Guangzhou Tianlang Network Technology Co., Ltd. to provide advertising services and JG Alliance service in 2021 and 2022.
F-4
8

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

16

19

Related party transactions (continued)

Revenues

16.3 Transactions with related parties

 

 

For the year ended December 31,

 

 

 

2016

 

 

2017

 

 

2018

 

 

 

RMB

 

 

RMB

 

 

RMB

 

 

US$

 

Services provided to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shenzhen Weixunyitong Information Technology Co., Ltd.

 

 

344

 

 

 

2,752

 

 

 

1,002

 

 

 

142

 

Guangzhou Tianlang Network Technology Co., Ltd.

 

 

 

 

755

 

 

 

1,542

 

 

 

224

 

Total

 

 

344

 

 

 

3,507

 

 

 

2,544

 

 

 

366

 

Services received from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shenzhen Weixunyitong Information Technology Co., Ltd.

 

 

360

 

 

 

672

 

 

 

20,909

 

 

 

3,041

 

Office premises leased from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shenzhen Weixunyitong Information Technology Co., Ltd.

 

 

1,193

 

 

 

1,557

 

 

 

475

 

 

 

69

 

Marketing expense incurred:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Guangzhou Tianlang Network Technology Co., Ltd.

 

 

943

 

 

 

 

 

 

 

Total

 

 

2,496

 

 

 

2,229

 

 

 

21,384

 

 

 

3,110

 

F-36

The Company assesses revenues based upon the nature or type of services it provides and the following table presents disaggregated revenue information:
   Year ended December 31, 
   2020   2021   2022 
   RMB   RMB   RMB   US$ 
Targeted Marketing
   213,662    —      —      —   
   
 
 
   
 
 
   
 
 
   
 
 
 
SAAS Businesses
                    
Developer Services
   173,457    252,859    235,231    34,106 
Vertical Applications
   84,495    104,463    93,591    13,569 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total SAAS Businesses
   257,952    357,322    328,822    47,675 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total revenues
   471,614    357,322    328,822    47,675 
   
 
 
   
 
 
   
 
 
   
 
 
 
For the years ended December 31, 2020, 2021 and 2022, revenues re
cog
nized at the point in time are RMB342,542, RMB222,856 and RMB191,587 (US$27,778), respectively. For the years ended December 31, 2020, 2021 and 2022, revenues recognized over time are RMB129,072, RMB134,466 and RMB137,235 (US$19,897), respectively.
20
Other income (expenses)
   Year ended December 31, 
   2020   2021   2022 
   RMB   RMB   RMB   US$ 
Government grants
   10,346    20,879    31,531    4,571 
Impairment for long-term investments (Note 8)
   (39,181   (25,370   (6,726   (975
Impairment for loan receivables (Note 4)
   (4,500   (528   (705   (102
Income from ADR profit-sharing program
   2,257    2,111    2,207    320 
Others
   264    —      11    2 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total
   (30,814   (2,908   26,318    3,816 
   
 
 
   
 
 
   
 
 
   
 
 
 
F-49

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

17

2
1

Revenues

Fair value measurements

Revenues consist of the following:

 

 

Year ended December 31,

 

 

 

2016

 

 

2017

 

 

2018

 

 

 

RMB

 

 

RMB

 

 

RMB

 

 

US$

 

Developer services

 

 

23,196

 

 

 

38,795

 

 

 

60,106

 

 

 

8,742

 

Data solutions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Targeted Marketing

 

 

43,149

 

 

 

221,153

 

 

 

572,796

 

 

 

83,310

 

Other vertical data solutions

 

 

3,977

 

 

 

24,761

 

 

 

81,239

 

 

 

11,816

 

Total data solutions

 

 

47,126

 

 

 

245,914

 

 

 

654,035

 

 

 

95,126

 

Total revenues

 

 

70,322

 

 

 

284,709

 

 

 

714,141

 

 

 

103,868

 

18Fair value measurements

Financial instrument includes convertible notes

ASC
820-10,
Fair Value Measurements and their bifurcated embedded redemption feature derivative. The carrying value of the convertible notes is RMB nil and RMB216,179 as of December 31, 2017 and 2018, respectively. TheDisclosures: Overall
, establishes a three-tier fair value measurement ofhierarchy, which prioritizes the convertible notes falls into levelinputs used in measuring fair value as follows:
Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets
Level 2 — Include other inputs that are directly or indirectly observable in the marketplace
Levelof— Unobservable inputs which are supported by little or no market activity
ASC
820-10
describes three main approaches to measuring the fair value hierarchy.

of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.

Assets and liabilities measured or disclosed at fair value
The Company measures bifurcated embedded redemption feature derivative of convertible notesassets at fair value on a recurring basis, which isbasis. The derivative assets are classified within Level 32 as the fair value is measured by using inputs derived from or corroborated by observable market data.
The Company’s
non-financial
long-lived assets, such as intangible assets and property and equipment, would be measured at fair value only if they were determined to be impaired. Company uses a combination of valuation methodologies, including market approach based on risk-free interest rate, volatility, mature date, conversion price, and other factors.

The Company carries the convertible notes at face value less unamortized debt discount and issuance costs on its consolidated balance sheets, and presents the fair value for required disclosure purposes only. The Company classifiedCompany’s best estimate to determine the fair value of convertible notes as Level 3 within the these

non-financial
assets. The Company measures
non-recurring
fair value hierarchy due tomeasurements as of the lack of observable market data and activity. For further information on the convertible notes see Note 13.

transaction dates. The changes in fair value of the redemption feature derivative liability during fiscal years 2017(Level 2) was evaluated for certain property and 2018equipment based on quoted prices for similar assets in markets that are shown in the following table.

not active.

 

 

Fair value measurements

 

 

 

Quoted prices in

active market

for

identical assets

(Level 1)

 

 

Significant

other

observable

inputs

(Level 2)

 

 

Significant

unobservable

inputs

(Level 3)

 

 

Total

 

As of December 31, 2017 in RMB

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liability

 

 

 

 

 

 

 

 

 

 

20,237

 

 

 

20,237

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

1,065

 

 

 

1,065

 

Charge to profit and loss

 

 

 

 

 

 

 

 

(21,302

)

 

 

21,302

 

As of December 31, 2018 in RMB

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2018 in USD

 

 

 

 

 

 

 

 

 

 

 

 

The derivative liability represents theCompany measures certain financial assets, including equity securities accounted for at fair value of the embedded redemption feature of convertible notes (Note 13). The Company engaged an independent third-party appraiser to assist with the valuation of the feature. The Company is ultimately responsible for theusing measurement alternative at fair value of the redemption feature of convertible notes recorded in the consolidated financial statements. The Company adopted the binomial modelon a

non-recurring
basis only if an impairment loss or upward valuation were to assess the fair value of such feature as of year-end. The significant unobservable inputs used in the fair value measurement of the redemption feature includes the risk-free rate of return, expected volatility, expected life of the convertible notes and expected ordinary dividend yield.

F-37

be recognized.
F-5
0

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

19

2
1

Fair value measurements (continued)
For the year ended December 31, 2021, assets measured at fair value are summarized below:
       
Fair value measurement at December 31, 2021 using
     
   
Total Fair
Value at
December 31,
2021
   
Quoted prices in
active markets
for identical
assets (Level 1)
   
Significant
other
observable
inputs
(Level 2)
   
Significant
unobservable
inputs (Level 3)
   
Fair value
adjustment
 
   
RMB
   
RMB
   
RMB
   
RMB
   
RMB
 
Fair value measurements on a recurring basis
                         
Derivative assets
   5,989    —      5,989    —      5,989 
Fair value measurement on a
non-recurring
basis
                         
Equity investments accounted for at fair value using the alternative measurement
(i)
   585    —      —      585    (25,340
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total assets and liabilities measured at fair value
   6,574    —      5,989    585    (19,351
For the year ended December 31, 2022, assets measured at fair value are summarized below:
       
Fair value measurement at December 31, 2022 using
     
   
Total Fair
Value at
December 31,
2022
   
Quoted prices in
active markets
for identical
assets (Level 1)
   
Significant
other
observable
inputs (Level 2)
   
Significant
unobservable
inputs (Level 3)
   
Fair value
adjustment
 
   
RMB
   
USD
   
RMB
   
RMB
   
RMB
   
RMB
 
Fair value measurement on a
non-recurring
basis
                              
Equity investments accounted for at fair value using the alternative measurement
(i)
   —      —      —      —      —      (6,726
Property and equipment, net
(ii)
   10,991    1,594    —      10,991    —      (22,400
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total assets and liabilities measured at fair value
   10,991    1,594    —      10,991    —      (29,126
(i)
When there is impairment of equity securities accounted for under the measurement alternative, the non-recurring fair value measurements are measured at the date of impairment. Estimating the fair value of investees without observable market prices is highly judgemental due to the subjectivity of the unobservable inputs (level 3) used in the valuation methodologies used to determine fair value. The Company recognized impairment charges of long-term investments during the years ended December 31, 2021 and 2022 based on the financial situation and expected

a
mount to be received upon liquidation of the equity investee.
(ii)
The property and equipment impairment loss was a result of the “Going -Cloud” project undertaken, and was included in the consolidated statement of comprehensive income for the year ended December 31, 2022. The Company’s “Going-Cloud” project is a transition to use cloud based servers for a portion of our infrastructure needs, whereas the Company completely operated and maintained self-owned servers previously.
F-5
1

AURORA MOBILE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) )
22
Restricted net assets

The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by the VIE incorporated in PRC only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The consolidated results of operations reflected in the consolidated financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of the Company’s subsidiaries.

Under PRC law, the Company’s subsidiary and VIE located in the PRC (collectively referred as the “PRC entities”) are required to provide for certain statutory reserves, namely a general reserve, an enterprise expansion fund and a staff welfare and bonus fund. The PRC entities are required to allocate at least 10% of their after tax profits on an individual company basis as determined under PRC accounting standards to the statutory reserve and has the right to discontinue allocations to the statutory reserve if such reserve has reached 50% of registered capital on an individual company basis. In addition, the registered capital of the PRC entities is also restricted.

Appropriations to the enterprise expansion fund and staff welfare and bonus fund are at the discretion of the Board of Directors of the subsidiary. The PRC entities are also subject to similar statutory reserve requirements. These reserves can only be used for specific purposes and are not transferable to the Company in the form of loans, advances or cash dividends.

Amounts of net assets restricted include
paid-in
capital and statutory reserve of the Company’s PRC subsidiary and the net assets of the VIE in which the Company has no legal ownership, totaling RMB280,922RMB498,171 (US$44,786) and RMB787,223 (US$114,497)72,228) as of December
31, 2017 and 2018, respectively.

2022
.

20

2
3

Subsequent event

On March 4, 2019, the Company entered into a purchase agreement with Shanghai Liehong Information Technology Limited Company to acquire assets and assume liabilities related to the MLINK business with a total consideration of RMB8,000. The Company is in the process of evaluating the estimated fair value of the net assets on the acquisition date under the purchase method of accounting.

21

Condensed financial information of the parent company

Basis of presentation

For the presentation of the parent company only condensed financial information, the Company records its investments in subsidiaries and VIE under the equity method of accounting as prescribed in ASC 323,
Investments—Equity Method and Joint Ventures
. Such investments are presented on the condensed balance sheets as "Long term investment"“Long-term investments” and the subsidiaries'subsidiaries’ and VIE'sVIE’s losses as "Share“Share of losses of subsidiaries and VIE"VIE” on the condensed statements of comprehensive loss.

The subsidiaries did not pay any dividends to the Company for the periods presented.

The Company does not have significant commitments or long-term obligations as of the period end other than those presented.

The parent company only financial statements should be read in conjunction with the Company'sCompany’s consolidated financial statements.

F-38

F-5
2

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

21

2
3

Condensed financial information of the parent company (continued)

Condensed Balance Sheets

 

 

As of December 31,

 

 

 

2017

 

 

2018

 

 

 

RMB

 

 

RMB

 

 

US$

 

ASSETS:

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

118,429

 

 

 

238,236

 

 

 

34,650

 

Due from the entities within the Group

 

 

6,603

 

 

 

7,030

 

 

 

1,022

 

Prepayments

 

 

 

 

 

2,439

 

 

 

355

 

Interest receivables

 

 

 

 

 

89

 

 

 

13

 

Amounts due from related parties

 

 

28

 

 

 

 

 

 

 

Other receivables

 

 

 

 

 

1,717

 

 

 

251

 

Total current assets

 

 

125,060

 

 

 

249,511

 

 

 

36,291

 

Non-current assets:

 

 

 

 

 

 

 

 

 

 

 

 

Long-term investments

 

 

126,616

 

 

 

590,752

 

 

 

85,921

 

Intangible assets

 

 

 

 

 

93

 

 

 

14

 

Total non-current assets

 

 

126,616

 

 

 

590,845

 

 

 

85,935

 

Total assets

 

 

251,676

 

 

 

840,356

 

 

 

122,226

 

LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS

   DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accrued liabilities and other current liabilities

 

 

3,072

 

 

 

11,542

 

 

 

1,679

 

Due to the entities within the Group

 

 

702

 

 

 

710

 

 

 

103

 

Amounts due to related parties

 

 

5,649

 

 

 

 

 

 

 

Total current liabilities

 

 

9,423

 

 

 

12,252

 

 

 

1,782

 

Non-current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Deferred revenue - non-current

 

 

 

 

 

10,265

 

 

 

1,493

 

Convertible notes

 

 

 

 

 

216,179

 

 

 

31,442

 

Total non-current liabilities

 

 

 

 

 

226,444

 

 

 

32,935

 

Total liabilities

 

 

9,423

 

 

 

238,696

 

 

 

34,717

 

Mezzanine equity

 

 

 

 

 

 

 

 

 

 

 

 

Series A contingently redeemable convertible preferred shares (par

   value of US$0.0001 and US$ nil per share as of December 31, 2017 and 2018;

   11,111,120 and nil shares authorized, issued

   and outstanding as of December 31, 2017 and 2018, respectively)

 

 

26,979

 

 

 

 

 

 

 

Series B contingently redeemable convertible preferred shares (par

   value of US$0.0001 and US$ nil per share as of December 31, 2017 and 2018;

   7,936,510 and nil shares authorized, issued

   and outstanding as of December 31, 2017 and 2018, respectively)

 

 

52,723

 

 

 

 

 

 

 

Series C contingently redeemable convertible preferred shares (par

   value of US$0.0001 and US$ nil per share as of December 31, 2017 and 2018;

   4,999,540 and nil shares authorized, issued and outstanding as of December 31, 2017 and 2018,

   respectively)

 

 

168,317

 

 

 

 

 

 

 

Series D contingently redeemable convertible preferred shares (par

   value of US$0.0001 and US$ nil per share as of December 31, 2017 and 2018;

   5,559,487 and nil shares authorized, issued and outstanding as of December 31, 2017 and 2018,

   respectively)

 

 

218,618

 

 

 

 

 

 

 

Total mezzanine equity

 

 

466,637

 

 

 

 

 

 

 

Shareholders’ deficit

 

 

 

 

 

 

 

 

 

 

 

 

Common shares (par value of US$0.0001 and nil per share as of

   December 31, 2017 and 2018; 470,393,343 and 50,000,000 shares authorized

   as of December 31, 2017 and 2018, 42,666,670 and nil shares issued and

   outstanding as of December 31, 2017 and 2018, respectively)

 

 

26

 

 

 

 

 

 

 

Class A common shares (par value of nil and US$0.0001 per share

   as of December 31, 2017 and 2018; nil and 4,920,000,000 shares authorized

   as of December 31, 2017 and 2018, nil and 59,547,823 shares issued

   and outstanding as of December 31, 2017 and 2018, respectively)

 

 

 

 

 

37

 

 

 

5

 

Class B common shares (par value of nil and US$0.0001 per share

   as of December 31, 2017 and 2018; nil and 30,000,000 shares authorized

   as of December 31, 2017 and 2018, nil and 17,000,189 shares issued

   and outstanding as of December 31, 2017 and 2018)

 

 

 

 

 

11

 

 

 

2

 

Treasury shares (nil and 46,303 class A common shares as of December 31, 2017 and 2018, respectively)

 

 

 

 

 

(3,165

)

 

 

(460

)

Additional paid-in capital

 

 

13,689

 

 

 

944,500

 

 

 

137,372

 

Accumulated deficit

 

 

(234,810

)

 

 

(348,123

)

 

 

(50,632

)

Accumulated other comprehensive loss

 

 

(3,289

)

 

 

8,400

 

 

 

1,221

 

Total shareholders’ deficit

 

 

(224,384

)

 

 

601,660

 

 

 

87,508

 

Total liabilities, mezzanine equity and shareholders’ deficit

 

 

251,676

 

 

 

840,356

 

 

 

122,226

 

F-39

   As of December 31 
   2021   2022 
   RMB   RMB   US$ 
ASSETS:
               
Current assets:
               
Cash and cash equivalents
   6,724    33,871    4,911 
Restricted cash
   5,998    —      —   
Derivative assets
   5,989    —      —   
Due from the entities within the Group
   6,871    7,655    1,110 
Prepayments and other current assets
   7,314    20,331    2,947 
   
 
 
   
 
 
   
 
 
 
Total current assets
   32,896    61,857    8,968 
   
 
 
   
 
 
   
 
 
 
Non-current
assets:
               
Long-term investments
   400,809    334,988    48,569 
Other receivables
   638    —      —   
   
 
 
   
 
 
   
 
 
 
Total
non-current
assets
   401,447    334,988    48,569 
   
 
 
   
 
 
   
 
 
 
Total assets
   434,343    396,845    57,537 
   
 
 
   
 
 
   
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current liabilities:
               
Short-term loan
   150,000    —      —   
Accrued liabilities and other current liabilities
   2,258    3,850    558 
Due to the entities within the Group
   63,366    265,305    38,466 
   
 
 
   
 
 
   
 
 
 
Total current liabilities
   215,624    269,155    39,024 
   
 
 
   
 
 
   
 
 
 
Non-current
liabilities:
               
Deferred revenue
   3,276    —      —   
   
 
 
   
 
 
   
 
 
 
Total
non-current
liabilities
   3,276    —      —   
   
 
 
   
 
 
   
 
 
 
Total liabilities
   218,900    269,155    39,024 
   
 
 
   
 
 
   
 
 
 
Shareholders’ equity
               
Class A common shares (par value of US$0.0001 per share as of December 31, 2021 and 2022; 4,920,000,000 shares authorized as of December 31, 2021 and 2022, 62,036,273 shares and 62,731,971 shares issued and outstanding as of December 31, 2021 and 2022, respectively)
   38    39    5 
Class B common shares (par value of US$0.0001 per share as of December 31, 2021 and 2022; 30,000,000 shares authorized as of December 31, 2021 and 2022, 17,000,189 shares and 17,000,189 shares issued and outstanding as of December 31, 2021 and 2022)
   11    11    2 
Treasury shares (nil and 182,313 class A common shares as of December 31,2021 and 2022, respectively)   —      (1,689   (245
Additional
paid-in
capital
   1,021,961    1,037,007    150,352 
Accumulated deficit
   (819,018   (925,982   (134,255
Accumulated other comprehensive income
   12,451    18,304    2,654 
   
 
 
   
 
 
   
 
 
 
Total shareholders’ equity
   215,443    127,690    18,513 
   
 
 
   
 
 
   
 
 
 
Total liabilities and shareholders’ equity
   434,343    396,845    57,537 
   
 
 
   
 
 
   
 
 
 
F-5
3

AURORA MOBILE LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”))

21

2
3

Condensed financial information of the parent company (continued)

Condensed Statements of Comprehensive Loss

 

 

As of December 31,

 

 

 

2016

 

 

2017

 

 

2018

 

 

 

RMB

 

 

RMB

 

 

RMB

 

 

US$

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Revenues

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

(2,302

)

 

 

(10,076

)

 

 

(11,941

)

 

 

(1,737

)

Share of losses of subsidiaries and the VIE

 

 

(58,167

)

 

 

(79,916

)

 

 

(72,750

)

 

 

(10,581

)

Total operating expenses

 

 

(60,469

)

 

 

(89,992

)

 

 

(84,691

)

 

 

(12,318

)

Loss from operations

 

 

(60,469

)

 

 

(89,992

)

 

 

(84,691

)

 

 

(12,318

)

Foreign exchange loss, net

 

 

(961

)

 

 

(339

)

 

 

(186

)

 

 

(27

)

Interest income

 

 

48

 

 

 

18

 

 

 

3,013

 

 

 

438

 

Interest expense

 

 

 

 

 

 

 

 

(6,599

)

 

 

(960

)

Other income

 

 

 

 

 

22

 

 

 

22,266

 

 

 

3,238

 

Loss before income taxes

 

 

(61,382

)

 

 

(90,291

)

 

 

(66,197

)

 

 

(9,629

)

Income tax expenses

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

(61,382

)

 

 

(90,291

)

 

 

(66,197

)

 

 

(9,629

)

Accretion of contingently redeemable convertible preferred

   shares

 

 

(12,427

)

 

 

(26,391

)

 

 

44,451

 

 

 

6,465

 

Net loss attributable to common share holders

 

 

(73,809

)

 

 

(116,682

)

 

 

(21,746

)

 

 

(3,164

)

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

1,896

 

 

 

(7,563

)

 

 

29,510

 

 

 

4,292

 

Total other comprehensive income (loss), net of tax

 

 

1,896

 

 

 

(7,563

)

 

 

29,510

 

 

 

4,292

 

Comprehensive loss

 

 

(59,486

)

 

 

(97,854

)

 

 

(36,687

)

 

 

(5,337

)

   Years ended December 31, 
   2020   2021   2022 
   RMB   RMB   RMB   US$ 
Revenues
   —      —      —      —   
Cost of Revenues
   —      —      —      —   
   
 
 
   
 
 
   
 
 
   
 
 
 
Gross profit
   —      —      —      —   
   
 
 
   
 
 
   
 
 
   
 
 
 
Operating expenses
                    
Research and development
   —      —             
Sales and marketing
   —      (553   (272   (39
General and administrative
   (15,938   (17,785   (12,443   (1,804
Share of losses of subsidiaries and VIE
   (193,109   (117,029   (85,448   (12,389
   
 
 
   
 
 
   
 
 
   
 
 
 
Total operating expenses
   (209,047   (135,367   (98,163   (14,232
   
 
 
   
 
 
   
 
 
   
 
 
 
Loss from operations
   (209,047   (135,367   (98,163   (14,232
   
 
 
   
 
 
   
 
 
   
 
 
 
Foreign exchange gain /(loss), net
   6    (3,351   (2,467   (358
Interest income
   544    363    43    6 
Interest expense
   (10,654   (7,820   (1,985   (288
Other loss
   (5,924   (469   (5,230   (758
Change in fair value of foreign currency swap contract
   —      6,060    838    121 
   
 
 
   
 
 
   
 
 
   
 
 
 
Loss before income taxes
   (225,075   (140,584   (106,964   (15,509
   
 
 
   
 
 
   
 
 
   
 
 
 
Income tax expenses
   —      —      —      —   
   
 
 
   
 
 
   
 
 
   
 
 
 
Net loss
   (225,075   (140,584   (106,964   (15,509
   
 
 
   
 
 
   
 
 
   
 
 
 
F-5
4

AURORA MOBILE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) )
2
3
Condensed financial information of the parent company (continued)
Condensed Statements of Comprehensive Loss (continued)
   Year ended December 31, 
   2020   2021   2022 
   RMB   RMB   RMB   US$ 
Net loss attributable to common share holders
   (225,075   (140,584   (106,964   (15,509
   
 
 
   
 
 
   
 
 
   
 
 
 
Other comprehensive income
                    
Foreign currency translation adjustments
   4,450    1,638    5,853    849 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total other comprehensive income, net of tax
   4,450    1,638    5,853    849 
   
 
 
   
 
 
   
 
 
   
 
 
 
Comprehensive loss
   (220,625   (138,946   (101,111   (14,660
   
 
 
   
 
 
   
 
 
   
 
 
 
Condensed Statements of Cash Flows

 

 

For the year ended December 31,

 

 

 

2016

 

 

2017

 

 

2018

 

 

 

RMB

 

 

RMB

 

 

RMB

 

 

US$

 

Net cash used in operating activities

 

 

(2,311

)

 

 

(744

)

 

 

16,052

 

 

 

2,335

 

Net cash used in investing activities

 

 

(77,193

)

 

 

(157,412

)

 

 

(535,995

)

 

 

(77,957

)

Net cash from financing activities

 

 

134,348

 

 

 

217,446

 

 

 

614,884

 

 

 

89,431

 

Effect of exchange rate changes

 

 

2,649

 

 

 

(7,695

)

 

 

24,866

 

 

 

3,617

 

Net increase in cash and cash equivalents

 

 

57,493

 

 

 

51,595

 

 

 

119,807

 

 

 

17,426

 

Cash and cash equivalents and restricted cash at the

   beginning of year

 

 

9,341

 

 

 

66,834

 

 

 

118,429

 

 

 

17,224

 

Cash and cash equivalents and restricted cash at

   the end of year

 

 

66,834

 

 

 

118,429

 

 

 

238,236

 

 

 

34,650

 

F-40

   Year ended December 31, 
   2020   2021   2022 
   RMB   RMB   RMB   US$ 
Net cash (used in)/ provided by operating activities
   (17,412   (24,383   195,530    28,349 
Net cash used in investing activities
   (6,525   (4,859   (2,690   (390
Net cash provided by/ (used in) financing activities
   5,257    (54,520   (153,040   (22,189
Effect of exchange rate changes
   (3,686   4,361    (18,651   (2,704
   
 
 
   
 
 
   
 
 
   
 
 
 
Net (decrease)/ increase in cash and cash equivalents and restricted cash   (22,366   (79,401   21,149    3,066 
   
 
 
   
 
 
   
 
 
   
 
 
 
Cash and cash equivalents and restricted cash at the beginning of year   114,489    92,123    12,722    1,845 
   
 
 
   
 
 
   
 
 
   
 
 
 
Cash and cash equivalents and restricted cash at the end of year   92,123    12,722    33,871    4,911 
   
 
 
   
 
 
   
 
 
   
 
 
 
F-5
5