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LightInTheBox Holding Co., Ltd.

LightInTheBox Holding Co., Ltd.LITBEarnings & Financial Report

NYSE · Consumer Discretionary

LightInTheBox Holding Co., Ltd. is an online clothing sales company which specialises in cheap men's and women's clothes, and other goods that they describe as "lifestyle products". The company is headquartered in Singapore and has additional offices in California, Shanghai, and Beijing.

What changed in LightInTheBox Holding Co., Ltd.'s 20-F — 2023 vs 2024

Top changes in LightInTheBox Holding Co., Ltd.'s 2024 20-F

498 paragraphs added · 333 removed · 265 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

114 edited+159 added−21 removed185 unchanged
However, if any dispute arises between our executive officers and us and we were not be able to enforce these non-compete provisions due to uncertainties in legal proceedings, our business, financial conditions and results of operations may be adversely affected. ​ If we are unable to attract, train and retain qualified personnel, our business, financial condition and results of operations may be materially and adversely affected. ​ Our business is supported and enhanced by a team of highly skilled employees who are critical to maintaining the quality and consistency of our business and reputation.
However, if any dispute arises between our executive officers and us and we were not able to enforce these non-compete provisions due to uncertainties in legal proceedings, our business, financial conditions and results of operations may be adversely affected. ​ If we are unable to attract, train and retain qualified personnel, our business, financial condition and results of operations may be materially and adversely affected. ​ Our business is supported and enhanced by a team of highly skilled employees who are critical to maintaining the quality and consistency of our business and reputation.
Taxation—Material United States Federal Income Tax Considerations—Passive Foreign Investment Company.” Our United States counsel expresses no opinion with respect to our PFIC status. ​ Our fifth amended and restated memorandum and articles of association contain anti-takeover provisions that could have a material adverse effect on the rights of holders of our ordinary shares and ADSs. ​ Our fifth amended and restated memorandum and articles of association contains provisions limiting the ability of others to acquire control of our company or cause us to engage in change-of-control transactions and provisions that 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. ​ Furthermore, our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares, in the form of ADSs or otherwise.
Taxation—Material United States Federal Income Tax Considerations—Passive Foreign Investment Company.” Our United States counsel expresses no opinion with respect to our PFIC status. ​ Our sixth amended and restated memorandum and articles of association contain anti-takeover provisions that could have a material adverse effect on the rights of holders of our ordinary shares and ADSs. ​ Our sixth amended and restated memorandum and articles of association contains provisions limiting the ability of others to acquire control of our company or cause us to engage in change-of-control transactions and provisions that 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. ​ Furthermore, our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares, in the form of ADSs or otherwise.
Furthermore, deepening our geographic penetration entails increased complexity for our managers and employees including, but not limited to, difficulties associated with managing a more diverse customer base, the challenges of meeting different regulatory regimes and requirements, partnering with different local logistics providers and other business partners, managing more complex marketing efforts and providing customer support in different languages. ​ To the extent that we cannot successfully expand our operations in other geographic markets, our business, financial condition and results of operations may be materially and adversely affected. ​ Our websites, mobile applications or product offerings may not receive positive market recognition and wide acceptance, which may materially and adversely affect our business, financial condition and results of operations.
Furthermore, deepening our geographic penetration entails increased complexity for our managers and employees including, but not limited to, difficulties associated with managing a more diverse customer base, the challenges of meeting different regulatory regimes and requirements, partnering with different local logistics providers and other business partners, managing more complex marketing efforts and providing customer support in different languages. ​ To the extent that we cannot successfully manage our operations in other geographic markets, our business, financial condition and results of operations may be materially and adversely affected. ​ Our websites, mobile applications or product offerings may not receive positive market recognition and wide acceptance, which may materially and adversely affect our business, financial condition and results of operations.
Consequently, any increase in the value of these currencies against the others may reduce our margins, reduce our competitiveness against retailers who source their products from suppliers with costs denominated in other currencies or render us unable to meet our costs. ​ 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, domain names, trade secrets, proprietary technologies and similar intellectual property critical to our success and we currently rely on a mix of trademark law, trade secret protection, confidentiality and license agreements with our employees, suppliers, partners and others to protect our proprietary rights.
Consequently, any increase in the value of these currencies against the others may reduce our margins, reduce our competitiveness against companies who source their products from suppliers with costs denominated in other currencies or render us unable to meet our costs. ​ 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, domain names, trade secrets, proprietary technologies and similar intellectual property critical to our success and we currently rely on a mix of trademark law, trade secret protection, confidentiality and license agreements with our employees, suppliers, partners and others to protect our proprietary rights.
In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deem it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason. ​ You may face difficulties in protecting your interests and your ability to protect your rights through the U.S. federal courts may be limited, because we are incorporated under Cayman Islands law, primarily operate our business through our subsidiaries in different countries and a majority of our officers reside outside the United States. ​ We are incorporated in the Cayman Islands and primarily conduct our online retailing business through our subsidiaries in different countries.
In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deem it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason. ​ You may face difficulties in protecting your interests and your ability to protect your rights through the U.S. federal courts may be limited, because we are incorporated under Cayman Islands law, primarily operate our business through our subsidiaries in different countries and a majority of our officers reside outside the United States. ​ We are incorporated in the Cayman Islands and primarily conduct our business through our subsidiaries in different countries.
Countries where we have business operations have implemented laws and regulations to provide consumer protection in data security and privacy. In particular, states in the U.S. where we operate our business such as California has implemented laws to prevent any unfair, deceptive, or abusive acts or practices in commercial activities.
Countries where we have business operations have implemented laws and regulations to provide consumer protection in data security and privacy. In particular, states in the U.S. where we operate our business such as California have implemented laws to prevent any unfair, deceptive, or abusive acts or practices in commercial activities.
It also specifies that when provided with a copy of a PRC resident determination certificate from a resident Chinese-controlled offshore-incorporated enterprise, the payer should not withhold 10% income tax when paying certain Chinese-sourced income such as dividends, interest and royalties to the Chinese-controlled offshore- incorporated enterprise. ​ Although both the circular and the bulletin only apply to offshore enterprises controlled by PRC enterprises and not those by PRC individuals, the determination criteria set forth in the circular and administration clarification made in the bulletin may reflect the SAT’s general position on how the “de facto management body” test should be applied in determining the tax residency status of offshore enterprises and the administration measures should be implemented, regardless of whether they are controlled by PRC enterprises or PRC individuals. ​ Although we do not believe that our legal entities organized outside of the PRC constitute PRC resident enterprises or meet all of the conditions above, it is possible that the PRC tax authorities could reach a different conclusion.
It also specifies that when provided with a copy of a PRC resident determination certificate from a resident Chinese-controlled offshore-incorporated enterprise, the payer should not withhold 10% income tax when paying certain Chinese-sourced income such as dividends, interest and royalties to the Chinese-controlled offshore- incorporated enterprise. ​ Although both the circular and the bulletin only apply to offshore enterprises controlled by PRC enterprises and not those by PRC individuals, the determination criteria set forth in the circular and administration clarification made in the bulletin may reflect the SAT’s general position on how the “de facto management body” test should be applied in determining the tax residency status of offshore enterprises and the administration measures should be implemented, regardless of whether they are controlled by PRC enterprises or PRC individuals. 29 Table of Contents Although we do not believe that our legal entities organized outside of the PRC constitute PRC resident enterprises or meet all of the conditions above, it is possible that the PRC tax authorities could reach a different conclusion.
Any of these events could have a material adverse effect on our business, financial condition and results of operations. ​ We use third-party couriers to deliver products and their failure to provide high quality delivery services or our failure to effectively manage our partnership with them may materially and adversely affect our business, financial condition and results of operations. ​ We use a network of third-party courier companies to deliver our parcels to over 140 countries and territories, except for customers’ orders on www.ezbuy.sg, which are delivered by our local employees.
Any of these events could have a material adverse effect on our business, financial condition and results of operations. ​ We use third-party couriers to deliver products and their failure to provide high quality delivery services or our failure to effectively manage our partnership with them may materially and adversely affect our business, financial condition and results of operations. ​ We use a network of third-party courier companies to deliver our parcels to over 100 countries and territories, except for customers’ orders on www.ezbuy.sg, which are delivered by our local employees.
Any such negative publicity, negative Internet or blog postings or anonymous allegations, regardless of veracity, may have a material adverse effect on our business, our reputation and the trading price of our ADSs. ​ We may not be able to successfully adopt new technologies or adapt our websites, mobile applications and systems to customer requirements or emerging industry standards, which may materially and adversely affect our business, financial condition and results of operations. ​ The Internet and the online retail industry are characterized by rapid technological evolution.
Any such negative publicity, negative Internet or blog postings or anonymous allegations, regardless of veracity, may have a material adverse effect on our business, our reputation and the trading price of our ADSs. ​ We may not be able to successfully adopt new technologies or adapt our websites, mobile applications and systems to customer requirements or emerging industry practices, which may materially and adversely affect our business, financial condition and results of operations. ​ The Internet and the online retail industry are characterized by rapid technological evolution.
Telecommunications failures, errors encountered during system upgrades or system expansions, failures related to imbedded social networking functions, computer viruses, attempts to harm our systems, or any inability to maintain, develop and upgrade our existing information infrastructure may damage our hardware and software systems and database, interrupt access to our websites and mobile applications, disrupt our business activities, reveal confidential customer information, slow down response times, degrade customer service, increase shipping and handling costs or delay order fulfillment, which may individually or collectively affect our business, reputation, financial condition and results of operations materially and adversely. ​ Our technology infrastructure may not function properly as a result of third-party action, employee error, malfeasance or otherwise and resulting in unauthorized access to our customers’ data.
Telecommunications failures, errors encountered during system upgrades or system expansions, failures related to imbedded social networking functions, computer viruses, attempts to harm our systems, or any inability to maintain, develop and upgrade our existing information infrastructure may damage our hardware and software systems and database, interrupt access to our websites and mobile applications, disrupt our business activities, reveal confidential customer information, slow down response times, degrade customer service, increase shipping and handling costs or delay order fulfillment, which may individually or collectively affect our business, reputation, financial condition and results of operations materially and adversely. ​ 16 Table of Contents Our technology infrastructure may not function properly as a result of third-party action, employee error, malfeasance or otherwise and resulting in unauthorized access to our customers’ data.
It is also likely that as our business grows and evolves and our solutions are used in a greater number of countries, we will become subject to laws and regulations in additional jurisdictions.
It is also likely that as our business evolves and our solutions are used in a greater number of countries, we will become subject to laws and regulations in additional jurisdictions.
Complying with applicable laws and regulations relating to data security and personal information protection may be costly and result in additional expenses to us, and any material failure to do so may subject us to negative publicity, harm our reputation and business operations, limit our ability to continue to offer securities to investors, or cause the value of such securities to significantly decline. ​ Increasing focus with respect to environmental, social and governance matters may impose additional costs on us or expose us to additional risks. ​ Governments and public advocacy groups have been increasingly focused on environment, social and governance (“ESG”) issues in recent years, making our business more sensitive to ESG issues and changes in governmental policies and laws and regulations associated with environment protection and other ESG-related matters.
Complying with applicable laws and regulations relating to data security and personal information protection may be costly and result in additional expenses to us, and any material failure to do so may subject us to negative publicity, harm our reputation and business operations, limit our ability to continue to offer securities to investors, or cause the value of such securities to significantly decline. ​ 25 Table of Contents Increasing focus with respect to environmental, social and governance matters may impose additional costs on us or expose us to additional risks. ​ Governments and public advocacy groups have been increasingly focused on environment, social and governance (“ESG”) issues in recent years, making our business more sensitive to ESG issues and changes in governmental policies and laws and regulations associated with environment protection and other ESG-related matters.
If these metrics are perceived to be inaccurate by investors or investors make investment decisions based on operating metrics we disclosed but with their own methodology and assumptions or those published or used by third parties or other companies, our reputation may be harmed, which could negatively affect our business, and we may also face potential lawsuits or disputes. ​ 13 Table of Contents If we fail to maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud and investors’ confidence in our company and the market price of the ADSs may be adversely affected. ​ We are subject to the reporting obligations under the U.S. securities laws.
If these metrics are perceived to be inaccurate by investors or investors make investment decisions based on operating metrics we disclosed but with their own methodology and assumptions or those published or used by third parties or other companies, our reputation may be harmed, which could negatively affect our business, and we may also face potential lawsuits or disputes. ​ If we fail to maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud and investors’ confidence in our company and the market price of the ADSs may be adversely affected. ​ We are subject to the reporting obligations under the U.S. securities laws.
Any failure to obtain or delay in obtaining the CSRC approval for any of our offshore offerings, or a rescission of such approval if obtained by us, would subject us to sanctions imposed by the CSRC or other PRC regulatory authorities, which could include fines and penalties on our operations in China, restrictions or limitations on our ability to pay dividends outside of China, and other forms of sanctions that may materially and adversely affect our business, financial condition, and results of operations. ​ 20 Table of Contents On February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Overseas Listing Trial Measures, and five supporting guidelines, which came into effect on March 31, 2023.
Any failure to obtain or delay in obtaining the CSRC approval for any of our offshore offerings, or a rescission of such approval if obtained by us, would subject us to sanctions imposed by the CSRC or other PRC regulatory authorities, which could include fines and penalties on our operations in China, restrictions or limitations on our ability to pay dividends outside of China, and other forms of sanctions that may materially and adversely affect our business, financial condition, and results of operations. ​ On February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Overseas Listing Trial Measures, and five supporting guidelines, which came into effect on March 31, 2023.
It is difficult to predict how existing laws will be applied to our business and the new laws which we may become subject to. ​ 15 Table of Contents As we continue to offer products around the world, we may, from time to time, are subject to actual and threatened claims, litigation, reviews, investigations, and other proceedings, including proceedings instituted by governments and regulatory authorities.
It is difficult to predict how existing laws will be applied to our business and the new laws which we may become subject to. ​ 19 Table of Contents As we continue to offer products around the world, we may, from time to time, are subject to actual and threatened claims, litigation, reviews, investigations, and other proceedings, including proceedings instituted by governments and regulatory authorities.
Failure to properly address these challenges may materially and adversely affect our business, financial condition and results of operations. ​ We derive our revenues from products that represent discretionary spending and changes in global macroeconomic conditions may decrease the demand for our products and adversely affect our growth strategies and business prospects. ​ Many of our products may be viewed as discretionary items rather than necessities.
Failure to properly address these challenges may materially and adversely affect our business, financial condition and results of operations. ​ We derive our revenues from products that represent discretionary spending and changes in global macroeconomic conditions may decrease the demand for our products and adversely affect our business prospects. ​ Many of our products may be viewed as discretionary items rather than necessities.
Finally, disputes between us and our employees may arise from time to time and if we are not able to properly handle our relationship with our employees, our business, financial condition and results of operations may be adversely affected. ​ Increases in labor costs or restrictions in the supply of labor may materially and adversely affect our business, financial condition and results of operations and cause our ADSs to be worthless. ​ Labor is a significant portion of our cost structure and is subject to many external factors, including unemployment levels, prevailing wage rates, minimum wage laws and changes in employment and labor legislation or other workplace regulation.
Finally, disputes between us and our employees may arise from time to time and if we are not able to properly handle our relationship with our employees, our business, financial condition and results of operations may be adversely affected. ​ 11 Table of Contents Increases in labor costs or restrictions in the supply of labor may materially and adversely affect our business, financial condition and results of operations and cause our ADSs to be worthless. ​ Labor is a significant portion of our cost structure and is subject to many external factors, including unemployment levels, prevailing wage rates, minimum wage laws and changes in employment and labor legislation or other workplace regulation.
Any uncertainties and/or negative publicity regarding such approval requirement could have a material adverse effect on the trading price of the ADSs. ​ 21 Table of Contents We may be deemed a PRC resident enterprise under the New EIT Law and be subject to PRC taxation on our income. ​ Under the Enterprise Income Tax Law of the PRC, or the New EIT Law, which was issued in 2007 and amended in 2017 and 2018, and its implementation rules which were issued in 2007, an enterprise established outside of the PRC with “de facto management bodies” within the PRC is considered a resident enterprise and will be subject to the enterprise income tax at the rate of 25% on its global income.
Any uncertainties and/or negative publicity regarding such approval requirement could have a material adverse effect on the trading price of the ADSs. ​ We may be deemed a PRC resident enterprise under the New EIT Law and be subject to PRC taxation on our income. ​ Under the Enterprise Income Tax Law of the PRC, or the New EIT Law, which was issued in 2007 and amended in 2017 and 2018, and its implementation rules which were issued in 2007, an enterprise established outside of the PRC with “de facto management bodies” within the PRC is considered a resident enterprise and will be subject to the enterprise income tax at the rate of 25% on its global income.
Any occurrence of pandemic diseases or other adverse public health developments could severely disrupt our staffing or the staffing of our suppliers and couriers and otherwise reduce the activity levels of our work force and the work force of our suppliers and couriers, causing a material and adverse effect on our business operations. ​ In particular, in recent years, global outbreaks of infectious diseases, including COVID-19, influenza and other infectious diseases, have had a negative impact on the global economy and our business in certain areas, such as causing certain delay in the delivery schedule of products purchased through our online platform, and disruption to our customers, supply chains and staff, and further to our global operations.
Any occurrence of pandemic diseases or other adverse public health developments could severely disrupt our staffing or the staffing of our suppliers and couriers and otherwise reduce the activity levels of our workforce and the workforce of our suppliers and couriers, causing a material and adverse effect on our business operations. ​ In particular, in recent years, global outbreaks of infectious diseases, including COVID-19, influenza and other infectious diseases, have had a negative impact on the global economy and our business in certain areas, such as causing certain delay in the delivery schedule of products purchased through our online platform, and disruption to our customers, supply chains and staff, and further to our global operations.
In addition, we must hire and train qualified employees in a timely manner to keep pace with our growth while maintaining the quality of our operations in various geographic locations. ​ We must also provide continuous training to our employees so that they have up-to-date knowledge of various aspects of our operations and can meet our demand for high quality services.
In addition, we must hire and train qualified employees in a timely manner to keep pace with our transformation while maintaining the quality of our operations in various geographic locations. ​ We must also provide continuous training to our employees so that they have up-to-date knowledge of various aspects of our operations and can meet our demand for high quality services.
In the event that we decide to significantly modify our employment or labor policy or practice, or reduce the number of our sales professionals, the labor contract law may limit our ability to effectuate the modifications or changes in the manner that we believe to be most cost-efficient or otherwise desirable, which could materially and adversely affect our business, financial condition and results of operations. 18 Table of Contents Taxation risks could materially and adversely affect our business and financial condition. ​ The imposition of indirect taxes, such as sales and use tax, value-added tax, goods and services tax, and business tax is a complex and evolving issue.
In the event that we decide to significantly modify our employment or labor policy or practice, or reduce the number of our sales professionals, the labor contract law may limit our ability to effectuate the modifications or changes in the manner that we believe to be most cost-efficient or otherwise desirable, which could materially and adversely affect our business, financial condition and results of operations. ​ Taxation risks could materially and adversely affect our business and financial condition. ​ The imposition of indirect taxes, such as sales and use tax, value-added tax, goods and services tax, and business tax is a complex and evolving issue.
They may also modify existing features or interfere with our ability to advertise on their platforms or to change the business terms on which we advertise. The occurrence of any such event could materially and adversely affect our ability to acquire new customers and thus negatively impact our business, growth prospects, financial condition and results of operations.
They may also modify existing features or interfere with our ability to advertise on their platforms or to change the business terms on which we advertise. The occurrence of any such event could materially and adversely affect our ability to acquire new customers and thus negatively impact our business, financial condition and results of operations.
These laws are evolving rapidly, as exemplified by the recent adoption by the European Commission of the new cybersecurity regulation laying down measures for a high common level of cybersecurity at the institutions, bodies, offices and agencies of the European Union entered into force on January 7, 2024 (the “Regulation”). ​ The Regulation lays down measures for the establishment of an internal cybersecurity risk management, governance and control framework for each EU entity, and sets up a new Interinstitutional Cybersecurity Board (IICB) to monitor and support its implementation by EU entities.
These laws are evolving rapidly, as exemplified by the recent adoption by the European Commission of the new cybersecurity regulation laying down measures for a high common level of cybersecurity at the institutions, bodies, offices and agencies of the European Union entered into force on January 7, 2024 (the “Regulation”). ​ 24 Table of Contents The Regulation lays down measures for the establishment of an internal cybersecurity risk management, governance and control framework for each EU entity, and sets up a new Interinstitutional Cybersecurity Board (IICB) to monitor and support its implementation by EU entities.
Given the current PRC regulatory environment, it is uncertain whether we or our PRC subsidiaries will be required to obtain approvals from the PRC government to offer securities to foreign investors in the future, and whether we would be able to obtain such approvals. ​ On February 24, 2023, the CSRC and other PRC governmental authorities jointly issued the revised Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (the “Revised Confidentiality Provisions”), which came into effect on March 31, 2023.
Given the current PRC regulatory environment, it is uncertain whether we or our PRC subsidiaries will be required to obtain approvals from the PRC government to offer securities to foreign investors in the future, and whether we would be able to obtain such approvals. ​ 28 Table of Contents On February 24, 2023, the CSRC and other PRC governmental authorities jointly issued the revised Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (the “Revised Confidentiality Provisions”), which came into effect on March 31, 2023.
However, the Cayman Islands courts are unlikely to enforce a judgment obtained from the U.S. courts under civil liability provisions of the U.S. federal securities law if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature.
However, the Cayman Islands courts are unlikely to enforce a judgment obtained from the U.S. courts under civil liability provisions of the U.S. federal securities law or Hong Kong courts if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature.
If we are unable to adapt to changing market conditions or customer requirements in a cost-effective and timely manner, whether for technical, financial or other reasons, our business prospects, financial condition and results of operations may be materially adversely affected. ​ 12 Table of Contents The proper functioning of our information infrastructure or those of third-party service providers we rely upon is essential to our business and any failure to maintain the satisfactory performance, security and integrity of our information infrastructure may materially and adversely affect our business, reputation, financial condition and results of operations. ​ Our revenues from product sales depend on the number of visitors who purchase products on our websites and mobile applications and the volume of orders we fulfill.
If we are unable to adapt to changing technologies, market conditions or customer requirements in a cost-effective and timely manner, whether for technical, financial or other reasons, our business prospects, financial condition and results of operations may be materially adversely affected. ​ The proper functioning of our information infrastructure or those of third-party service providers we rely upon is essential to our business and any failure to maintain the satisfactory performance, security and integrity of our information infrastructure may materially and adversely affect our business, reputation, financial condition and results of operations. ​ Our revenues from product sales depend on the number of visitors who purchase products on our websites and mobile applications and the volume of orders we fulfill.
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 China may further increase difficulties faced by you in protecting your interests. 25 Table of Contents There is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), a judgment obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (a) is given by a foreign court of competent jurisdiction, (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (c) is final, (d) is not in respect of taxes, a fine or a penalty, and (e) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.
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. ​ There is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States or Hong Kong courts (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), a judgment obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (a) is given by a foreign court of competent jurisdiction, (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (c) is final, (d) is not in respect of taxes, a fine or a penalty, and (e) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.
As a result, you may not be provided with the benefits of certain corporate governance requirements of the New York Stock Exchange. ​ Risks Related to Our Corporate Structure ​ Our adjustment of corporate structure and business operations and the unwinding of the VIEs may not be liability-free. ​ We cannot assure you that the disposal of the affiliated entities and unwinding of the related VIE structures in the PRC will not give rise to dispute or liability, or that such disposal, unwinding and discontinuation of operations will not adversely affect our overall results of operations and financial condition.
As a result, you may not be provided with the benefits of certain corporate governance requirements of the New York Stock Exchange. ​ 27 Table of Contents Risks Related to Our Corporate Structure ​ Our adjustment of corporate structure and business operations and the unwinding of the VIEs may not be liability-free. ​ We cannot assure you that the disposal of the affiliated entities and unwinding of the related VIE structures in the PRC will not give rise to dispute or liability, or that such disposal, unwinding and discontinuation of operations will not adversely affect our overall results of operations and financial condition.
If the Customs find that our goods contain controlled items, or our customs declaration document is not compliant with relevant laws or regulations, they have authority to temporarily detain our shipments or require us to pay for a penalty, leading cancellation of our customers’ orders or a delay in our shipment. ​ If we do not deliver products to our customers in a timely manner or deliver damaged or defective products, our customers may refuse to accept our products, leading a decrease in customer loyalty.
If the Customs find that our goods contain controlled items, or our customs declaration document is not compliant with relevant laws or regulations, they have authority to temporarily detain our shipments or require us to pay for a penalty, leading cancellation of our customers’ orders or a delay in our shipment. ​ 13 Table of Contents If we do not deliver products to our customers in a timely manner or deliver damaged or defective products, our customers may refuse to accept our products, leading to a decrease in customer loyalty.
Our third-party couriers may reluctant to offer us a favorable terms, which may increase our shipping cost and materially and adversely affect our financial condition and results of operations. ​ 9 Table of Contents Furthermore, if our third-party couriers terminate their cooperation with us or do not renew their agreements with us on terms acceptable to us upon the expiry of the existing agreements, we may not be able to find alternative couriers to provide delivery services in a timely and reliable manner, or at all, which may materially and adversely affect our financial condition and results of operations.
Our third-party couriers may be reluctant to offer us favorable terms, which may increase our shipping cost and materially and adversely affect our financial condition and results of operations. ​ Furthermore, if our third-party couriers terminate their cooperation with us or do not renew their agreements with us on terms acceptable to us upon the expiry of the existing agreements, we may not be able to find alternative couriers to provide delivery services in a timely and reliable manner, or at all, which may materially and adversely affect our financial condition and results of operations.
You may not receive voting materials in time to instruct the depositary to vote, and it is possible that you, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote. ​ You may not be able to participate in rights offerings and may experience dilution of your holdings as a result. ​ We may from time to time distribute rights to our shareholders, including rights to acquire our securities.
You may not receive voting materials in time to instruct the depositary to vote, and it is possible that you, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote. ​ 32 Table of Contents You may not be able to participate in rights offerings and may experience dilution of your holdings as a result. ​ We may from time to time distribute rights to our shareholders, including rights to acquire our securities.
This may require us to expend substantial resources or to discontinue certain solutions. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm our reputation or otherwise impact the growth of our business.
This may require us to expend substantial resources or to discontinue certain solutions. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm our reputation or otherwise negatively impact our business.
Because we only have limited insurance covering certain of our warehouses and do not maintain insurance for all of our properties, significant time could be required to resume our operations and our financial position and operating results could be materially and adversely affected in the event of any major catastrophic event. ​ Changes in international trade policies and international barriers to trade, or the emergence of a trade war, may have an adverse effect on our business and expansion plans. ​ Changes to trade policies, treaties and tariffs in the jurisdictions in which we operate, or the perception that these changes could occur, could adversely affect the financial and economic conditions in the jurisdictions in which we operate, as well as our international and cross-border operations, our financial condition and results of operations.
Because we only have limited insurance covering certain of our warehouses and do not maintain insurance for all of our properties, significant time could be required to resume our operations and our financial position and operating results could be materially and adversely affected in the event of any major catastrophic event. ​ Changes in international trade policies and international barriers to trade, or the emergence of a trade war, may have an adverse effect on our business and transformation strategies. ​ Changes to trade policies, treaties and tariffs in the jurisdictions in which we operate, or the perception that these changes could occur, could adversely affect the financial and economic conditions in the jurisdictions in which we operate, as well as our international and cross-border operations, our financial condition and results of operations.
We may overestimate customer demand, face increased overhead expenditures without a corresponding increase in product sales and incur inventory write-downs, which will adversely affect our results of operations. ​ If we cannot offer appealing products on our websites or our mobile applications, our customers may purchase fewer products from us, stop purchasing products from us, visit our websites or our mobile applications less often or stop visiting our websites or our mobile applications all together.
We may overestimate customer demand, face increased overhead expenditures without a corresponding increase in product sales and incur inventory write-downs, which will adversely affect our results of operations. ​ 10 Table of Contents If we cannot offer appealing products on our websites or our mobile applications, our customers may purchase fewer products from us, stop purchasing products from us, visit our websites or our mobile applications less often or stop visiting our websites or our mobile applications all together.
In such event, the trading price of the ADSs may be materially and adversely affected. ​ We face a number of challenges in the operation and expansion of our business. ​ We face risks and difficulties frequently experienced by companies in our industry, including our potential inability to: ​ ● implement our business model and strategy and adapt and modify them as needed; ● increase awareness of our brands, protect our reputation and develop customer loyalty; ● acquire customers cost-effectively; ● manage our expanding operations and offerings, including the integration of any future acquisitions; ● build a qualified and high-performance team; 5 Table of Contents ● anticipate and adapt to changing conditions in online retail industry globally; ● anticipate and adapt to changes in government regulations, industry consolidation, technological developments and other significant competitive and market dynamics; ● manage risks related to intellectual property rights; ● upgrade our technology or infrastructure to support increased user traffic and product offerings; and ● manage partnership with a growing number of suppliers and couriers.
In such event, the trading price of the ADSs may be materially and adversely affected. ​ We face a number of challenges in the operation and transformation of our business. ​ We face risks and difficulties frequently experienced by companies in our industry, including our potential inability to: ​ ● implement our business model and strategy and adapt and modify them as needed; ● increase awareness of our brands, protect our reputation and develop customer loyalty; ● acquire customers cost-effectively; ● manage our expanding operations and offerings, including the integration of any future acquisitions; ● build a qualified and high-performance team; ● anticipate and adapt to changing conditions in online retail industry globally; ● anticipate and adapt to changes in government regulations, industry consolidation, technological developments and other significant competitive and market dynamics; ● manage risks related to intellectual property rights; ● upgrade our technology or infrastructure to support increased user traffic and product offerings; and ● manage partnership with suppliers and couriers.
Some customers purchase goods for a special occasion, like wedding party. Furthermore, some of the products have a limited shelf-life and become quickly outdated. Certain products may not be delivered through certain couriers or may not be delivered to certain countries or regions.
Some customers purchase goods for a special occasion, like wedding parties. Furthermore, some of the products have a limited shelf-life and become quickly outdated. Certain products may not be delivered through certain couriers or may not be delivered to certain countries or regions.
Our management conducted an evaluation of the effectiveness of our internal control over financial reporting and concluded that our internal control over financial reporting was effective as of December 31, 2023, but we cannot assure you that in the future we will not identify material weaknesses in our internal control over financial reporting.
Our management conducted an evaluation of the effectiveness of our internal control over financial reporting and concluded that our internal control over financial reporting was effective as of December 31, 2024, but we cannot assure you that in the future we will not identify material weaknesses in our internal control over financial reporting.
Furthermore, we have incurred and expect to continue to incur considerable costs and to use significant management time and the other resources to comply with these reporting requirements. ​ Failure to renew the lease of our existing premises or to renew such leases at acceptable terms could materially and adversely affect our business. ​ All of our offices and warehouses are presently located on leased premises.
Furthermore, we have incurred and expect to continue to incur considerable costs and to use significant management time and the other resources to comply with these reporting requirements. 17 Table of Contents Failure to renew the lease of our existing premises or to renew such leases at acceptable terms could materially and adversely affect our business. ​ All of our offices and warehouses are presently located on leased premises.
Because such a determination has not yet been made by a court of the Cayman Islands, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable in the Cayman Islands. ​ Our corporate affairs are governed by our memorandum and articles of association, as amended and restated from time to time, and by the Companies Act (As Revised) and common law of the Cayman Islands.
Because such a determination has not yet been made by a court of the Cayman Islands, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable in the Cayman Islands. 33 Table of Contents Our corporate affairs are governed by our memorandum and articles of association, as amended and restated from time to time, and by the Companies Act (As Revised) and common law of the Cayman Islands.
Since we intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business, we have no present plan to pay any dividends on our ordinary shares in the foreseeable future.
Since we intend to retain most, if not all, of our available funds and any future earnings to operate and transform our business, we have no present plan to pay any dividends on our ordinary shares in the foreseeable future.
The expansion of product sales into such geographic markets may not be profitable on a sustained basis for many reasons including, but not limited to: ​ ● local economic and political conditions; ● government regulation of online retail, other online services and electronic devices and restrictive governmental actions (such as trade protection measures, including export duties and quotas and custom duties and tariffs), nationalization and restrictions on foreign ownership; ● restrictions on sales or distribution of certain products or services and uncertainty regarding intellectual property rights and liability for products, services and content on our websites and mobile applications or social marketing channels; ● business licensing or certification requirements, such as for imports, exports and electronic devices; ● limited fulfillment and technology infrastructure; ● laws and regulations regarding consumer protection, import and export requirements, duties, tariffs, other trade-related barriers or restrictions, data protection, privacy, network security, encryption and restrictions on pricing or discounts; ● lower levels of Internet use; ● lower levels of consumer spending and fewer growth opportunities compared to our current geographic markets; ● lower levels of credit card usage and increased payment risk; and ● difficulty in staffing, developing and managing foreign operations as a result of language and cultural differences. ​ As we expand the sale of our products to other countries, competition will intensify.
The expansion of new brands and new product lines into such geographic markets may not be profitable on a sustained basis for many reasons including, but not limited to: ​ ● local economic and political conditions; ● government regulation of online retail, other online services and electronic devices and restrictive governmental actions (such as trade protection measures, including export duties and quotas and custom duties and tariffs), nationalization and restrictions on foreign ownership; ● restrictions on sales or distribution of certain products or services and uncertainty regarding intellectual property rights and liability for products, services and content on our websites and mobile applications or social marketing channels; ● business licensing or certification requirements, such as for imports, exports and electronic devices; ● limited fulfillment and technology infrastructure; ● laws and regulations regarding consumer protection, import and export requirements, duties, tariffs, other trade-related barriers or restrictions, data protection, privacy, network security, encryption and restrictions on pricing or discounts; ● lower levels of Internet use; ● lower levels of consumer spending and fewer growth opportunities compared to our current geographic markets; ● lower levels of credit card usage and increased payment risk; and ● difficulty in staffing, developing and managing foreign operations as a result of language and cultural differences. ​ Competition will continue to intensify.
However, we may not be able to achieve our goals in a short period of time and our marketing efforts may not achieve expected results. ​ 11 Table of Contents Such efforts may also be jeopardized if we fail to maintain high product quality, fulfill orders for popular items, maintain and enhance high customer experience, provide high quality customer services, or offer efficient and reliable delivery.
However, we may not be able to achieve our goals in a short period of time and our marketing efforts may not achieve expected results. ​ Such efforts may also be jeopardized if we fail to maintain high product quality, fulfill orders for popular items, maintain and enhance high customer experience, provide high quality customer services, or offer efficient and reliable delivery.
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 PRC.
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 mainland China.
If more stringent privacy legislation arises in the United States, it could increase our potential liability and adversely affect our business, results of operations, and financial condition. 17 Table of Contents In the PRC, the regulatory and enforcement regime relating to data security and data protection is evolving and may be subject to different interpretations or substantive changes.
If more stringent privacy legislation arises in the United States, it could increase our potential liability and adversely affect our business, results of operations, and financial condition. ​ In the PRC, the regulatory and enforcement regime relating to data security and data protection is evolving and may be subject to different interpretations or substantive changes.
Sales of these registered shares in the public market could cause the price of the ADSs to decline. ​ 24 Table of Contents You may not have the same voting rights as the holders of our ordinary shares and may not receive voting materials in time to be able to exercise your right to vote. ​ Except as described in the deposit agreement, holders of the ADSs are not able to exercise voting rights attaching to the shares evidenced by the ADSs.
Sales of these registered shares in the public market could cause the price of the ADSs to decline. ​ You may not have the same voting rights as the holders of our ordinary shares and may not receive voting materials in time to be able to exercise your right to vote. ​ Except as described in the deposit agreement, holders of the ADSs are not able to exercise voting rights attaching to the shares evidenced by the ADSs.
However, whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our current auditor’s, control, including positions taken by authorities of the PRC.
As such, whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our current auditor’s, control, including positions taken by authorities of the PRC.
Preventing any unauthorized use of our intellectual property is difficult and costly and the steps we have taken may be inadequate to prevent the misappropriation of our technologies. ​ 19 Table of Contents We are exempted from certain corporate governance requirements of the New York Stock Exchange. ​ We are exempted from certain corporate governance requirements of the New York Stock Exchange by virtue of being a foreign private issuer.
Preventing any unauthorized use of our intellectual property is difficult and costly and the steps we have taken may be inadequate to prevent the misappropriation of our technologies. ​ We are exempted from certain corporate governance requirements of the New York Stock Exchange. ​ We are exempted from certain corporate governance requirements of the New York Stock Exchange by virtue of being a foreign private issuer.
Additionally, third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords or other information in order to gain access to our or our customers’ data. ​ Even if we are successful in preventing security breaches, any perception by the public that online commercial transactions, or the privacy of user information, are increasingly unsafe or vulnerable to attack could inhibit the growth of online retailers and other online services generally, which, in turn, may have a material adverse effect on our business, reputation, financial condition and results of operations. ​ Our branding efforts for our products and company may be costly and may not obtain positive market recognition which may materially and adversely affect our business, financial condition and results of operations. ​ We have launched our own branded product lines, which require more research, design and marketing costs than our private label products.
Additionally, third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords or other information in order to gain access to our or our customers’ data. ​ Even if we are successful in preventing security breaches, any perception by the public that online commercial transactions, or the privacy of user information, are increasingly unsafe or vulnerable to attack could inhibit the growth of online retailers and other online services generally, which, in turn, may have a material adverse effect on our business, reputation, financial condition and results of operations. ​ Our branding efforts for our products and company may be costly and may not obtain positive market recognition which may materially and adversely affect our business, financial condition and results of operations. ​ We have launched our brand matrix strategies, which require more research, design and marketing costs than our private label products.
As we continue to optimize and deepen our supply chain, there have been required improvements on our technology and infrastructure, our capabilities in data analysis and algorithm, and increased marketing spending.
As we continue to optimize and deepen our supply chain, there have been required improvements on our technologies and infrastructure, our capabilities in data analysis and algorithm, and increased marketing spending.
You may not realize a return on your investment in our ADSs and you may even lose your entire investment in our ADSs. ​ 26 Table of Contents We may become a passive foreign investment company, or PFIC, which could result in adverse United States tax consequences to United States investors. ​ Based on the composition of our income and assets, and the valuation of our assets, including goodwill, we do not believe that we were a passive foreign investment company (a “PFIC”) for 2023.
You may not realize a return on your investment in our ADSs and you may even lose your entire investment in our ADSs. ​ 34 Table of Contents We may become a passive foreign investment company, or PFIC, which could result in adverse United States tax consequences to United States investors. ​ Based on the composition of our income and assets, and the valuation of our assets, including goodwill, we do not believe that we were a passive foreign investment company (a “PFIC”) for 2024.
Some of our current and potential competitors have significantly more established brands or greater financial, sourcing, marketing, operational or other resources than we do. In addition, other online retailers may be acquired by, receive investments from or enter into strategic partnership with well-established and well-financed companies or investors, which would help to enhance their competitive positions.
Some of our current and potential competitors have significantly more established brands or greater financial, sourcing, marketing, research and development, operational or other resources than we do. In addition, our competitors may be acquired by, receive investments from or enter into strategic partnership with well-established and well-financed companies or investors, which would help to enhance their competitive positions.
Further, if we fail to properly evaluate and execute acquisitions or investments, our business and prospects may be seriously harmed and the value of your investment may decline. ​ Furthermore, we may fail to identify or secure suitable acquisition opportunities, or our competitors may capitalize on such opportunities before we do, which could impair our ability to compete with our competitors and adversely affect our growth prospects and results of operations. ​ 14 Table of Contents We have incurred net losses and experienced net current liabilities and negative cash flow from operating activities in the past.
Further, if we fail to properly evaluate and execute acquisitions or investments, our business and prospects may be seriously harmed and the value of your investment may decline. ​ Furthermore, we may fail to identify or secure suitable acquisition opportunities, or our competitors may capitalize on such opportunities before we do, which could impair our ability to compete with our competitors and adversely affect our operations. ​ We have incurred net losses and experienced net current liabilities and negative cash flow from operating activities in the past.
Consequently, our results of operations tend to be sensitive to changes in macroeconomic conditions that impact consumer discretionary spending. During an economic downturn, customers may be less willing to purchase products that we offer. 6 Table of Contents Challenging macroeconomic conditions also impact our customers’ ability to obtain consumer credit.
Consequently, our results of operations tend to be sensitive to changes in macroeconomic conditions that impact consumer discretionary spending. During an economic downturn, customers may be less willing to purchase products that we offer. ​ Challenging macroeconomic conditions also impact our customers’ ability to obtain consumer credit.
Any breakdown in our supplier partnership or our failure to timely resolve disputes with or complaints from our suppliers, could materially and adversely affect our business, financial condition and results of operations. ​ 8 Table of Contents Products manufactured by our suppliers may be defective in quality or infringe on the intellectual property rights of others, which may materially and adversely affect our business and our reputation. ​ We source our products from selected third-party suppliers.
Any breakdown in our supplier partnership or our failure to timely resolve disputes with or complaints from our suppliers, could materially and adversely affect our business, financial condition and results of operations. ​ Products manufactured by our suppliers may be defective in quality or infringe on the intellectual property rights of others, which may materially and adversely affect our business and our reputation. ​ We source some of our products from selected third-party suppliers.
We also hold certain other private information about our customers, such as their names, addresses, phone numbers and browsing and purchasing records, e xcept for the credit card information. ​ 16 Table of Contents We may not be able to prevent third parties, such as hackers or criminal organizations, from stealing information provided by our customers to us through our websites and mobile applications.
We also hold certain other private information about our customers, such as their names, addresses, phone numbers and browsing and purchasing records, e xcept for the credit card information. ​ We may not be able to prevent third parties, such as hackers or criminal organizations, from stealing information provided by our customers to us through our websites and mobile applications.
Failure to successfully promote and maintain positive customer experience and awareness of our websites and mobile applications, damage to our reputation or brands or loss of customer confidence could materially and adversely affect our results of operations and financial condition. ​ Factors important to maintaining and increasing the sales volumes of goods purchased from our websites and mobile applications include: ​ ● our ability to maintain a convenient and reliable user experience as customer preferences evolve and as we expand into new products and new business lines; ● our ability to increase repeat purchases by customers; ● our ability to increase purchase by mobile application users; ● our ability to provide high quality customer services; ● our ability to offer products of sufficient quality at competitive prices; ● our ability to manage new and existing technologies and sales channels; ● our ability to increase website awareness among existing and potential customers through various means of marketing and promotional activities; ● our ability to assure our customers of the security of our websites and mobile applications for online purchases; and ● the efficiency, reliability and service quality of our logistics and payment service providers. ​ Any failure to properly manage these factors could negatively impact our websites and mobile applications.
Failure to successfully promote and maintain positive customer experience and awareness of our websites and mobile applications, damage to our reputation or brands or loss of customer confidence could materially and adversely affect our results of operations and financial condition. 15 Table of Contents ​ Factors important to maintaining and increasing the sales volumes of goods purchased from our websites and mobile applications include: ​ ● our ability to maintain a convenient and reliable user experience as customer preferences evolve; ● our ability to increase repeat purchases by customers; ● our ability to increase purchase by mobile application users; ● our ability to provide high quality customer services; ● our ability to offer products of sufficient quality at competitive prices; ● our ability to manage new and existing technologies and sales channels; ● our ability to increase website awareness among existing and potential customers through various means of marketing and promotional activities; ● our ability to assure our customers of the security of our websites and mobile applications for online purchases; and ● the efficiency, reliability and service quality of our logistics and payment service providers. ​ Any failure to properly manage these factors could negatively impact our websites and mobile applications.
Any compromise of our security or third-party service providers’ security could materially and adversely affect our reputation, business, prospects, financial condition and results of operations. ​ Substantial uncertainties exist with respect to the changes in laws or regulations relating to privacy, cybersecurity or data protectionin the juridisctions our business is subject to, as well as any impact it may have on our business operations. ​ As we sell our products to more than 140 countries, we are subject to cybersecurity laws and regulations in various jurisdictions, that are continuously evolving and developing.
Any compromise of our security or third-party service providers’ security could materially and adversely affect our reputation, business, prospects, financial condition and results of operations. ​ Substantial uncertainties exist with respect to the changes in laws or regulations relating to privacy, cybersecurity or data protection in the jurisdictions our business is subject to, as well as any impact it may have on our business operations. ​ As we sell our products to more than 100 countries, we are subject to cybersecurity laws and regulations in various jurisdictions, that are continuously evolving and developing.
As a result, the risks mentioned above have been heightened. ​ If our ADSs are subject to a trading prohibition under the HFCAA or the AHFCAA, the price of our ADSs may be adversely affected, and the threat of such a trading prohibition would also adversely affect their price.
As a result, the risks mentioned above have been heightened. ​ 30 Table of Contents If our ADSs are subject to a trading prohibition under the HFCAA or the AHFCAA, the price of our ADSs may be adversely affected, and the threat of such a trading prohibition would also adversely affect their price.
Our product mix may experience quarterly shifts which may cause our margins to fluctuate from quarter to quarter. ​ Due to the foregoing factors, our operating results in one or more future quarters may fall below the expectations of securities analysts and investors.
Our product mix may experience quarterly shifts which may cause our margins to fluctuate from quarter to quarter. ​ 9 Table of Contents Due to the foregoing factors, our operating results in one or more future quarters may fall below the expectations of securities analysts and investors.
Furthermore, as search engine marketing is based on a bidding system, other online advertisers may outbid us on our chosen advertising keywords, which may cause us to increase our marketing expenses and adversely affect our results of operations. ​ We rely on third-party suppliers for our products and any change and deterioration in such partnership may materially and adversely affect our business, financial condition and results of operations. ​ As of December 31, 2023, we sourced our products from around 1,000 selected active suppliers.
Furthermore, as search engine marketing is based on a bidding system, other online advertisers may outbid us on our chosen advertising keywords, which may cause us to increase our marketing expenses and adversely affect our results of operations. ​ We rely on third-party suppliers for our products and any change and deterioration in such partnership may materially and adversely affect our business, financial condition and results of operations. ​ As of December 31, 2024, we sourced our products from around 500 selected active suppliers.
Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical cooperation mechanism.
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 United States may not be efficient in the absence of mutual and practical cooperation mechanism.
As a result, it may be difficult or impossible for you to effect service of process within the United States upon us or these persons, or to bring an original action against us or against these individuals in a Cayman Islands or PRC court in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise.
As a result, it may be difficult or impossible for you to effect service of process within the United States upon us or these persons, or to bring an original action against us or against these individuals in a Cayman Islands, Hong Kong or mainland China court in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise.
Certain of our competitors may be able to secure more favorable terms with suppliers, devote greater resources to marketing campaigns, adopt more aggressive pricing or inventory policies and devote substantially more resources to infrastructure development. Increased competition may reduce our gross and operating margins, market share and brand recognition.
Certain of our competitors may be able to secure more favorable terms with suppliers, devote greater resources to marketing campaigns, adopt more aggressive pricing or inventory policies and devote substantially more resources to infrastructure and artificial intelligence development. Increased competition may reduce our gross and operating margins, market share, product lifecycle and brand recognition.
In addition, any negative publicity or disputes regarding our products, company, management or affiliated individuals or other online retailers may also materially and adversely affect our websites or branded products.
In addition, any negative publicity or disputes regarding our products, company, management or affiliated individuals may also materially and adversely affect our websites or branded products.
ITEM 3. KEY INFORMATION ​ Our Holding Company Structure LightInTheBox Holding Co., Ltd. is a Cayman Islands holding company with no material operations of our own. We conduct our operations primarily through our subsidiaries in Singapore, Hong Kong, the PRC, the United States and Netherlands.
ITEM 3. KEY INFORMATION ​ Our Holding Company Structure LightInTheBox Holding Co., Ltd. is not a Chinese operating company but rather a Cayman Islands holding company with no material operations of our own. We conduct our operations primarily through our subsidiaries in Singapore, Hong Kong, the PRC, the United States and Netherlands.
The rising fuel prices could increase our logistics cost and further, increase the costs of our goods and service. The higher the shipping costs from third-party courier companies, the higher the prices of our products and services and in turn, the lesser competitive of us. ​ The third-party couriers are also responsible for the customs clearance procedure.
The rising fuel prices could increase our logistics costs and further, increase the costs of our goods and service. The higher the shipping costs from third-party courier companies, the higher the prices of our products and services and in turn, making us less competitive in the market. ​ The third-party couriers are also responsible for the customs clearance procedure.
In addition, even if labor costs do not increase, we, our suppliers, courier partners and other service providers may not be able to find a sufficient number of employees to support our operations. ​ ​ 7 Table of Contents We may have difficulties managing our marketing efforts and may face increased competition in our marketing efforts, which could materially and adversely affect our business and growth prospects. ​ We may have difficulty managing our marketing efforts as our business expands.
In addition, even if labor costs do not increase, we, our suppliers, courier partners and other service providers may not be able to find a sufficient number of employees to support our operations. ​ We may have difficulties managing our marketing efforts and may face increased competition in our marketing efforts, which could materially and adversely affect our business. ​ We may have difficulty managing our marketing efforts as our business evolves.
Taxation—Material United States Federal Income Tax Considerations.” We cannot assure you that we were not a PFIC for 2022 or that we will not be a PFIC for 2023 or any future taxable year.
Taxation—Material United States Federal Income Tax Considerations.” We cannot assure you that we were not a PFIC for 2024 or that we will not be a PFIC for 2025 or any future taxable year.
Risks Related to Our Business and Industry ​ Any catastrophe, including outbreaks of health pandemics and other extraordinary events, could severely disrupt our business operations. ​ Our business could be materially and adversely affected by the outbreak of pandemics.
Risk Factors 7 Table of Contents Risks Related to Our Business and Industry ​ Any catastrophe, including outbreaks of health pandemics and other extraordinary events, could severely disrupt our business operations. ​ Our business could be materially and adversely affected by the outbreak of pandemics.
These fees may increase over time, which would raise our operating costs and lower our operating margins. ​ Our expansion in our product offerings may lower our profit margins and materially and adversely affect our business, financial condition and results of operations. ​ We focus on the sale of apparels and other general merchandise and derive the majority of our total revenues from apparel products.
These fees may increase over time, which would raise our operating costs and lower our operating margins. ​ Our expansion in our product offerings may lower our profit margins and materially and adversely affect our business, financial condition and results of operations. ​ We derive the majority of our total revenues from apparel products.
As such, we do not expect to be identified as a “Commission-Identified Issuer” under the HFCAA for the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2022.
As such, we were not identified as a “Commission-Identified Issuer” under the HFCAA for the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2022.
Changes in user and customer preferences and the emergence of new industry standards and practices may render our existing proprietary technologies and systems obsolete. To remain competitive, we must enhance our technology infrastructure and adapt to the evolving online retail landscape.
Changes in user and customer preferences and the emergence of new technologies, especially in the field of artificial intelligence and the emergence of new practices may render our existing proprietary technologies and systems obsolete. To remain competitive, we must enhance our technology infrastructure and adapt to the evolving online retail landscape.
Our customers pay for our products and we pay costs and expenditures in various currencies, but we report our financial results in U.S. dollars and, as a result, our financial results may be impacted by fluctuations in foreign currency exchange rates.
We sell to customers in over 100 countries and territories. Our customers pay for our products and we pay costs and expenditures in various currencies, but we report our financial results in U.S. dollars and, as a result, our financial results may be impacted by fluctuations in foreign currency exchange rates.
In addition, we may be required to incorporate corporate entities in different jurisdictions around the world in order to deliver our products to such jurisdictions, which may have uncertain tax implications. ​ Fluctuations in currency exchange rates may make us less competitive and may make our growth and future prospects uncertain and difficult to evaluate, and may materially and adversely affect our business, financial condition and results of operations. ​ We are exposed to fluctuations in foreign currency exchange rates.We sell to customers in over 140 countries and territories.
In addition, we may be required to incorporate corporate entities in different jurisdictions around the world in order to deliver our products to such jurisdictions, which may have uncertain tax implications. ​ 26 Table of Contents Fluctuations in currency exchange rates may make us less competitive and may make our future prospects uncertain and difficult to evaluate, and may materially and adversely affect our business, financial condition and results of operations. ​ We are exposed to fluctuations in foreign currency exchange rates.
In addition, as we further develop our business, we will face increasing challenges to compete for and retain high quality suppliers. If we cannot properly address these challenges, our business and prospects could be materially and adversely affected.
In addition, as our transformation evolves, we will face increasing challenges to compete unique designs for and retain high quality suppliers. If we cannot properly address these challenges, our business and prospects could be materially and adversely affected.
Our continued growth will increase our product demands, which will require us to increase our supplier base and our ability to source products of commercial quality on reasonable terms. ​ Our suppliers may: ​ ● cease selling merchandise to us on terms acceptable to us; ● fail to deliver goods that meet customer demands; ● encounter financial difficulties; ● terminate our partnership or enter into agreements with our competitors; ● have economic or business interests or goals that are inconsistent with ours and take actions contrary to our instructions, requests or objectives; ● be unable or unwilling to fulfill their obligations, including their obligations to meet our production deadlines, quality standards and product specifications; ● fail to expand their production capacities to meet our demands; ● encounter raw material or labor shortages or increases in raw material or labor costs, which may impact our procurement costs; or ● engage in other activities or employment practices that may harm our reputation. ​ Furthermore, agreements with our suppliers do not typically establish a fixed price for the purchase of products.
Our upgrading supply chain will increase our quality demands, which will require us to increase our supplier qualification. ​ Our suppliers may: ​ ● cease selling merchandise to us on terms acceptable to us; ● fail to deliver products that meet our demands; ● encounter financial difficulties; ● terminate our partnership or enter into agreements with our competitors; ● have economic or business interests or goals that are inconsistent with ours and take actions contrary to our instructions, requests or objectives; ● be unable or unwilling to fulfill their obligations, including their obligations to meet our production deadlines, quality standards and product specifications; ● fail to upgrade production specification and capacities to meet our demands; ● encounter fabric and other materials or labor shortages or increases in fabric materials or labor costs, which may impact our procurement costs; or ● engage in other activities or employment practices that may harm our reputation. ​ 12 Table of Contents Furthermore, agreements with our suppliers do not typically establish a fixed price for the purchase of products.
Our ADS price subsequently increased to and remained at a level that was in compliance with Section 802.01C of the NYSE Listed Company Manual. ​ In addition to market and industry factors, the price and trading volume for our ADSs may be highly volatile for factors specific to our own operations, including the following: ​ ● variations in our revenues, net earnings and cash flow; ● announcements of new investments, acquisitions, strategic partnerships or joint ventures; ● announcements of new product and expansions by us or our competitors; ● changes in financial estimates by securities analysts; ● 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; ● potential litigation or regulatory investigations; and ● detrimental negative publicity about us and our industry. ​ Any of these factors may result in large and sudden changes in the volume and price at which our ADSs will trade. ​ We may need additional capital, and the sale of additional ADSs or other equity securities or incurrence of additional indebtedness could result in additional dilution to our shareholders or increase our debt service obligations. ​ Historically, we relied principally on the issuance of our preferred shares, convertible notes and ADRs to fund our operations and capital expansion needs.
These market fluctuations may also materially and adversely affect the market price of our ADSs. 31 Table of Contents ​ In addition to market and industry factors, the price and trading volume for our ADSs may be highly volatile for factors specific to our own operations, including the following: ​ ● variations in our revenues, net earnings and cash flow; ● announcements of new investments, acquisitions, strategic partnerships or joint ventures; ● announcements of new product and expansions by us or our competitors; ● changes in financial estimates by securities analysts; ● 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; ● potential litigation or regulatory investigations; ● any share repurchase program; and ● detrimental negative publicity about us and our industry. ​ Any of these factors may result in large and sudden changes in the volume and price at which our ADSs will trade. ​ We may need additional capital, and the sale of additional ADSs or other equity securities or incurrence of additional indebtedness could result in additional dilution to our shareholders or increase our debt service obligations. ​ Historically, we relied principally on the issuance of our preferred shares, convertible notes and ADRs to fund our operations and capital expansion needs.
We experienced net current liabilities of $38.1 million and $47.5 million as of December 31, 2022 and 2023, respectively, and we may continue to experience net current liabilities in the future.
We experienced net current liabilities of $47.5 million and $50.6 million as of December 31, 2023 and 2024, respectively, and we may continue to experience net current liabilities in the future.
Below please find a summary of the principal risks we face. ​ ● Any catastrophe, including outbreaks of health pandemics and other extraordinary events, could severely disrupt our business operations. ● Changes in international trade policies and international barriers to trade, or the emergence of a trade war, may have an adverse effect on our business and expansion plans. ● The online retail industry is intensely competitive and we may not compete successfully against new and existing competitors, which may materially and adversely affect our results of operations. ● We face a number of challenges in the operation and expansion of our business. ● Any failure to manage our growth or execute our strategies effectively may materially and adversely affect our business and prospects. ● Our failure to quickly identify and adapt to changing industry conditions may have a material and adverse effect on our business, financial condition and results of operations. ● We may have difficulties managing our marketing efforts and may face increased competition in our marketing efforts, which could materially and adversely affect our business and growth prospects. ● Products manufactured by our suppliers may be defective in quality or infringe on the intellectual property rights of others, which may materially and adversely affect our business and our reputation. ● We use third-party couriers to deliver products and their failure to provide high quality delivery services or our failure to effectively manage our partnership with them may materially and adversely affect our business, financial condition and results of operations. ● We are subject to payment-related risks which may materially and adversely affect our business, financial condition and results of operations. ● We may not be able to successfully adopt new technologies or adapt our websites, mobile applications and systems to customer requirements or emerging industry standards, which may materially and adversely affect our business, financial condition and results of operations. ● The proper functioning of our information infrastructure or those of third-party service providers we rely upon is essential to our business and any failure to maintain the satisfactory performance, security and integrity of our information infrastructure may materially and adversely affect our business, reputation, financial condition and results of operations. ● We have incurred net losses and experienced net current liabilities and negative cash flow from operating activities in the past.
Any failure to execute our transforming strategies effectively may materially and adversely affect our business and prospects. ● Our failure to quickly identify and adapt to changing industry conditions may have a material and adverse effect on our business, financial condition and results of operations. ● We may have difficulties managing our marketing efforts and may face increased competition in our marketing efforts, which could materially and adversely affect our business. ● Products manufactured by our suppliers may be defective in quality or infringe on the intellectual property rights of others, which may materially and adversely affect our business and our reputation. ● We use third-party couriers to deliver products and their failure to provide high quality delivery services or our failure to effectively manage our partnership with them may materially and adversely affect our business, financial condition and results of operations. ● We are subject to payment-related risks which may materially and adversely affect our business, financial condition and results of operations. ● We may not be able to successfully adopt new technologies or adapt our websites, mobile applications and systems to customer requirements or emerging industry practices, which may materially and adversely affect our business, financial condition and results of operations. ● The proper functioning of our information infrastructure or those of third-party service providers we rely upon is essential to our business and any failure to maintain the satisfactory performance, security and integrity of our information infrastructure may materially and adversely affect our business, reputation, financial condition and results of operations. 6 Table of Contents ● We have incurred net losses and experienced net current liabilities and negative cash flow from operating activities in the past.
Since our ADSs became listed on the New York Stock Exchange (“ NYSE ”) on June 6, 2013, the trading price of our ADSs have ranged from US$0.58 to US$23.38 per ADS and the last reported trading price on February 29, 2024 was US$0.90 per ADS.
Since our ADSs became listed on the New York Stock Exchange (“ NYSE ”) on June 6, 2013, the trading price of our ADSs have ranged from US$1.0 to US$133.26 per ADS and the last reported trading price on February 28, 2025 was US$1.02 per ADS.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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In United States, most states have enacted laws or adopted formal positions that apply an economic nexus standard and require remote sellers with no in-state physical presence to register for sales and use tax purposes, collecting and remitting tax on sales directed to customers in the state. Sales and use tax rates vary from state to state.
In the United States, most states have enacted laws or adopted formal positions that apply an economic nexus standard and require remote sellers with no in-state physical presence to register for sales and use tax purposes, collecting and remitting tax on sales directed to customers in the state. Sales and use tax rates vary from state to state.
Customers have many product choices online and offline offered by global, regional and local sellers. Our current or potential competitors include online retailers and marketplaces such as other global online retail companies and marketplaces, retail chains and specialty retailers. Each of our competitors has unique strengths that depend on their demographic, product and geographic focus.
Customers have many product choices online and offline offered by global, regional and local sellers. Our current or potential competitors include local and global brands, online retailers and marketplaces such as other global online companies and marketplaces, retail chains and specialty retailers. Each of our competitors has unique strengths that depend on their demographic, product and geographic focus.
We have registered domain names for all of our websites, including www.lightinthebox.com and www.ezbuy.sg . We have in total 304 trademarks and service marks registered in China, the United States, European Union, Hong Kong, etc. Our trademarks include Lightinthebox and ezbuy etc.
We have registered domain names for all of our websites, including www.lightinthebox.com, www.ador.com and www.ezbuy.sg . We have in total 304 trademarks and service marks registered in China, the United States, European Union, Hong Kong, etc. Our trademarks include Lightinthebox and ezbuy etc.
Risk Factors—Risks Related to Our Business and Industry—The online retail industry is intensely competitive and we may not compete successfully against new and existing competitors, which may materially and adversely affect our results of operations.” ​ We compete on the basis of characteristics such as sourcing products efficiently, technology innovation, pricing our products competitively, maintaining the quality of our products and services, anticipating and responding quickly to changing customer demands, conducting strong and effective marketing activities and maintaining favorable brand recognition.
Risk Factors—Risks Related to Our Business and Industry—The online apparel industry is intensely competitive and we may not compete successfully against new and existing competitors, which may materially and adversely affect our results of operations.” ​ We compete on the basis of characteristics such as sourcing products efficiently, technology innovation, pricing our products competitively, maintaining the quality of our products and services, anticipating and responding quickly to changing customer demands, conducting strong and effective marketing activities and maintaining favorable brand recognition.
Our ADSs are listed on the NYSE under the symbol “LITB.” ​ Private Placement ​ In March 2016, we completed the issuance of 42,500,000 ordinary shares to Zall Cross-border E-commerce Investment Company Limited, or Zall E-Commerce, an indirect wholly-owned subsidiary of Zall Smart Commerce Group Ltd. a developer and operator of large-scale consumer-focused product wholesale shopping malls in China, at $1.80 per ordinary share, which amounted to $76.5 million in proceeds. ​ Acquisition of Ezbuy ​ To supplement our growth, on November 8, 2018, we announced our entry into a share purchase agreement to acquire Ezbuy Holding Co., Ltd., or Ezbuy, in the form of convertible promissory notes, or the Notes.
Our ADSs are listed on the NYSE under the symbol “LITB.” ​ Private Placement ​ In March 2016, we completed the issuance of 42,500,000 ordinary shares to Zall Cross-border E-commerce Investment Company Limited, or Zall E-Commerce, an indirect wholly-owned subsidiary of Zall Smart Commerce Group Ltd. a developer and operator of large-scale consumer-focused product wholesale shopping malls in China, at $1.80 per ordinary share, which amounted to $76.5 million in proceeds. ​ Acquisition of Ezbuy ​ To supplement our global coverage, on November 8, 2018, we announced our entry into a share purchase agreement to acquire Ezbuy Holding Co., Ltd., or Ezbuy, in the form of convertible promissory notes, or the Notes.
Additionally, we have currently established an independent system security team, and implemented a series of measures to enhance and strengthen the security of our system, including but not limited to the newly implemented risk control system, access to the hacker monitoring tool of the paid third parties, review of the data authorization, upgrade of the control process, regular security scan of the websites and conduct penetration test etc. ​ Competition ​ The retail market for our products is intensely competitive.
Additionally, we have currently established an independent system security team, and implemented a series of measures to enhance and strengthen the security of our system, including but not limited to the newly implemented risk control system, access to the hacker monitoring tool of the paid third parties, review of the data authorization, upgrade of the control process, regular security scan of the websites and conduct penetration test etc. ​ Competition ​ The apparel market for our products is intensely competitive.
In March 2008, we incorporated LightInTheBox Holding Co., Ltd., an exempted company incorporated under the laws of the Cayman Islands, which, through a corporate restructuring, became our ultimate holding company. ​ 27 Table of Contents Initial Public Offering ​ In June 2013, we completed our initial public offering, in which we offered and sold 19,090,000 ordinary shares in the form of ADSs, raising $75.0 million in proceeds before expenses to us.
In March 2008, we incorporated LightInTheBox Holding Co., Ltd., an exempted company incorporated under the laws of the Cayman Islands, which, through a corporate restructuring, became our ultimate holding company. ​ 35 Table of Contents Initial Public Offering ​ In June 2013, we completed our initial public offering, in which we offered and sold 19,090,000 ordinary shares in the form of ADSs, raising $75.0 million in proceeds before expenses to us.
We have built a proprietary modularized and scalable technology infrastructure, which enables us to quickly expand system capacity and add new features and functionalities in response to our business needs and evolving customer demand without affecting our existing operations or incurring significant costs. ​ Our systems are mainly composed of front-end and back-end modules with different functions.
We have built a proprietary modularized and scalable technology infrastructure, which enables us to quickly upgrade our system capacity and add new features and functionalities in response to our business needs and evolving customer demand without affecting our existing operations or incurring significant costs. ​ Our systems are mainly composed of front-end and back-end modules with different functions.
As of the date of this annual report we conduct our operations exclusively through wholly-owned subsidiaries. 43 Table of Contents D. Property, Plant and Equipment ​ We currently lease all properties for our operations. Our corporate headquarters are located in Singapore. We have established sourcing offices in Singapore and the PRC.
As of the date of this annual report we conduct our operations exclusively through wholly-owned subsidiaries. 51 Table of Contents D. Property, Plant and Equipment ​ We currently lease all properties for our operations. Our corporate headquarters are located in Singapore. We have established sourcing offices in Singapore and the PRC.
In a case involving the use of a counterfeit mark in connection with the sale, offering for sale, or distribution of goods or services, the plaintiff may elect, at any time before final judgment is rendered by the trial court, to recover, instead of actual damages and profits under subsection (a), an award of statutory damages for any such use in connection with the sale, offering for sale, or distribution of goods or services PRC Registered trademarks are protected under the PRC Trademark Law and related rules and regulations.
In a case involving the use of a counterfeit mark in connection with the sale, offering for sale, or distribution of goods or services, the plaintiff may elect, at any time before final judgment is rendered by the trial court, to recover, instead of actual damages and profits under subsection (a), an award of statutory damages for any such use in connection with the sale, offering for sale, or distribution of goods or services 47 Table of Contents PRC Registered trademarks are protected under the PRC Trademark Law and related rules and regulations.
New legislations or regulations, the application of laws and regulations from jurisdictions whose laws do not currently apply to our business or the application of existing laws and regulations to the Internet and commercial online services could result in significant additional taxes or regulatory restrictions on our business. ​ 34 Table of Contents Many states in the United States have passed laws requiring notification to subscribers when there is a security breach of personal data.
New legislations or regulations, the application of laws and regulations from jurisdictions whose laws do not currently apply to our business or the application of existing laws and regulations to the Internet and commercial online services could result in significant additional taxes or regulatory restrictions on our business. ​ Many states in the United States have passed laws requiring notification to subscribers when there is a security breach of personal data.
This provides us with visibility into the manufacturing process, which allows us to efficiently manage capacity and quality, thus enables continuous improvements and business innovations. Typically, we enter into supply framework agreements with our suppliers and specify in each purchase order the product type, unit price, quantity, delivery timeline and other detailed items.
This provides us with visibility into the manufacturing process, which allows us to efficiently protect our proprietary designs and manage capacity and quality, thus enables continuous improvements and business innovations. Typically, we enter into supply framework agreements with our suppliers and specify in each purchase order the product type, unit price, quantity, delivery timeline and other detailed items.
As we perform extensive data analysis on our product presentation and customer purchasing decisions, we believe that we can effectively conduct targeted promotional activities, identify optimal pricing points for each product and generate strong product sales and gross-margin performance. ​ 30 Table of Contents Payment and Order Fulfillment ​ Payment ​ Our customers may choose from a wide range of payment methods.
As we perform extensive data analysis on our product presentation and customer purchasing decisions, we believe that we can effectively conduct targeted promotional activities, identify optimal pricing points for each product and generate strong product sales and gross-margin performance. ​ Payment and Order Fulfillment ​ Payment ​ Our customers may choose from a wide range of payment methods.
Our systems are integrated to allow a seamless communication of data regarding our customers, their orders, product availability information and logistics information. ​ Our open application programming interface approach allows us to integrate and work with third-party websites including social network sites, electronic payment platforms, other online distribution outlets and analytic systems.
Our systems are integrated to allow a seamless communication of data regarding our customers, their orders, product availability information and logistics information. ​ 40 Table of Contents Our open application programming interface approach allows us to integrate and work with third-party websites including social network sites, electronic payment platforms, other online distribution outlets and analytic systems.
We employ a combination of our own proprietary technology and advanced third-party infrastructure to manage and optimize our cost-per-click advertising and to discover long-tail multilingual keywords that are most likely to offer a positive return on investment. ​ 31 Table of Contents We display contextual advertising through major search engines’ advertising networks on a cost-per-click basis.
We employ a combination of our own proprietary technology and advanced third-party infrastructure to manage and optimize our cost-per-click advertising and to discover long-tail multilingual keywords that are most likely to offer a positive return on investment. ​ We display contextual advertising through major search engines’ advertising networks on a cost-per-click basis.
Compliance with the GDPR is a rigorous and time-intensive process that may increase the cost of our business operations or requires us to change our business practice. 35 Table of Contents US There is no uniform privacy protection legislation in the United States; instead, privacy is primarily protected through industry legislation and state legislation.
Compliance with the GDPR is a rigorous and time-intensive process that may increase the cost of our business operations or requires us to change our business practice. US There is no uniform privacy protection legislation in the United States; instead, privacy is primarily protected through industry legislation and state legislation.
In general, an infringer of copyright is liable for either actual damages and profits or statutory damages in a sum of not less than $750 or more than $30,000 as the court considers just. PRC Copyright in the PRC is protected by the PRC Copyright Law and its implementing regulations.
In general, an infringer of copyright is liable for either actual damages and profits or statutory damages in a sum of not less than $750 or more than $30,000 as the court considers just. 46 Table of Contents PRC Copyright in the PRC is protected by the PRC Copyright Law and its implementing regulations.
As the manufacturing processes of some of our products, such as apparel and certain electronics, require a variety of delicate parts and materials, we usually require our suppliers to procure key materials from our designated raw material suppliers in case of raw material shortages and to ensure prompt fulfillment for popular items.
As the manufacturing processes of some of our products, such as apparel and certain electronics, require a variety of delicate parts and materials, we usually require our suppliers to procure key materials from our designated fabric suppliers in case of fabric shortages and to ensure prompt fulfillment for popular items.
In addition, we conduct offline marketing in certain countries to maximize the overall coverage of our marketing campaigns. ​ We also focused on providing our customers with a rich shopping experience, which drives customer recommendations, foster customer sharing and encourages repeat customer visits.
In addition, we conduct offline marketing in certain countries to maximize the overall coverage of our marketing campaigns. ​ 39 Table of Contents We also focused on providing our customers with a rich shopping experience, which drives customer recommendations, foster customer sharing and encourages repeat customer visits.
Our front-end modules support the operation of our user-interface, including PC websites, mobile websites and Apps, functions including user account management, website homepages, search functions, category browsing, product display pages, online shopping carts, payment and order management functions. ​ 32 Table of Contents ● Back-end Modules .
Our front-end modules support the operation of our user-interface, including PC websites, mobile websites and Apps, functions including user account management, website homepages, search functions, category browsing, product display pages, online shopping carts, payment and order management functions. ​ ● Back-end Modules .
We believe that our primary competitive advantages are our technology-enabled infrastructure, our differentiated product offerings, direct sourcing from cost competitive and flexible suppliers in China, strong online marketing capabilities, favorable prices, effective customer service, and a strong management team. ​ Intellectual Property ​ We rely on a combination of trademark, trade secret, patent and other intellectual property laws as well as confidentiality agreements with our employees, manufacturers and others to protect our intellectual property.
We believe that our primary competitive advantages are our technology-enabled infrastructure, our differentiated product offerings, direct sourcing from cost competitive and flexible supply chain, strong online marketing capabilities, favorable prices, effective customer service, and a strong management team. ​ Intellectual Property ​ We rely on a combination of trademark, trade secret, patent and other intellectual property laws as well as confidentiality agreements with our employees, manufacturers and others to protect our intellectual property.
Securities Act, and other subsidiaries and variable interest entities that are representative of our major businesses, which we collectively refer to as our major subsidiaries, as of the date of this annual report: ​ 42 Table of Contents ​ As of the date of this annual report, we have no VIEs in the PRC.
Securities Act, and other subsidiaries and variable interest entities that are representative of our major businesses, which we collectively refer to as our major subsidiaries, as of the date of this annual report: ​ As of the date of this annual report, we have no VIEs in the PRC.
Therefore, we emphasize quality control and, as of December 31, 2023, we had built a quality control department with approximately 16 employees. ​ As we source a majority of our products from suppliers, we have implemented a series of quality control measures to ensure that the products they provide meet our specifications and standards.
Therefore, we emphasize quality control and, as of December 31, 2024, we had built a quality control department with approximately 8 employees. ​ As we source a majority of our products from suppliers, we have implemented a series of quality control measures to ensure that the products they provide meet our specifications and standards.
Income Tax Our subsidiaries incorporated in Hong Kong are subject to Hong Kong profits tax at a rate of 16.5% with respect to the profit generated from Hongkong.
Income Tax Our subsidiaries incorporated in Hong Kong are subject to Hong Kong profits tax at a rate of 16.5% with respect to the profit generated from Hongkong. Our subsidiaries incorporated in Singapore are subject to the Singapore corporate tax of 17% with respect to the profit generated from Singapore.
Our telephone number at this address is +65 6305 9667. Our registered office in the Cayman Islands is located at the office of Vistra (Cayman) Limited, PO Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman KY1-1205, Cayman Islands. Our telephone number at this address is +1 345 769 9372.
Our telephone number at this address is +65 6305 9667. Our registered office in the Cayman Islands is located at the office of Vistra (Cayman) Limited, PO Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman KY1-1205, Cayman Islands.
For example, the California government passed the California Consumer Protection Act (hereinafter referred to as CCPA) on June 28, which took effect on January 1, 2020 which is designed to strengthen consumer privacy and data security protections and is considered to be the most stringent consumer data privacy protection legislation in the United States. We are subject to these legislations.
For example, the California government passed the California Consumer Protection Act (hereinafter referred to as CCPA) on June 28, which took effect on January 1, 2020 which is designed to strengthen consumer privacy and data security protections and is considered to be the most stringent consumer data privacy protection legislation in the United States.
Risk Factors—Risks Related to Our Business and Industry—Products manufactured by our suppliers may be defective or inferior in quality or infringe on the intellectual property rights of others, which may materially and adversely affect our business.” ​ Seasonality ​ We experience seasonality in our business, reflecting seasonal fluctuations in online and offline retail patterns in general and for our products.
Risk Factors—Risks Related to Our Business and Industry—Products manufactured by our suppliers may be defective or inferior in quality or infringe on the intellectual property rights of others, which may materially and adversely affect our business and our reputation.” ​ 41 Table of Contents Seasonality ​ We experience seasonality in our business, reflecting seasonal fluctuations in online and offline sales patterns in general and for our products.
We also have in total 60 registered computer software copyrights in China and the United States, and two registered patents in the United States and two registered patents in China. ​ 33 Table of Contents In addition to the protection of our intellectual property, we also focused on ensuring that our product offerings do not infringe the intellectual property of others.
We also have 71 copyrights registered in the U.S. and in total 60 registered computer software copyrights in China and the United States, and two registered patents in the United States and two registered patents in China. ​ In addition to the protection of our intellectual property, we also focused on ensuring that our product offerings do not infringe the intellectual property of others.
Regulations Relating to Consumer Protection Singapore Doing business in Singapore requires compliance with the Consumer Protection (Consumer Goods Safety Requirements) Regulations (CGSR), which are designed to protect consumers from unsafe general consumer goods such as toys, children’s products, clothing, sports and recreational products, furniture, mattresses and bedding, and DIY tools.
We are subject to these legislations. 43 Table of Contents Regulations Relating to Consumer Protection Singapore Doing business in Singapore requires compliance with the Consumer Protection (Consumer Goods Safety Requirements) Regulations (CGSR), which are designed to protect consumers from unsafe general consumer goods such as toys, children’s products, clothing, sports and recreational products, furniture, mattresses and bedding, and DIY tools.
Works published outside the United States are copyrighted under agreements between their countries and the United States or under international treaties to which they are parties, and also protected by U.S. law.
US A work first published in the United States is copyrighted in the United States. Works published outside the United States are copyrighted under agreements between their countries and the United States or under international treaties to which they are parties, and also protected by U.S. law.
Our websites are currently available in over 20 major languages. All of our websites and mobile applications are supported by a common back-end technology platform, allowing for centralized inventory management across all of our websites. ​ We have made our websites and mobile applications easily accessible by users on their mobile devices.
All of our websites and mobile applications are supported by a common back-end technology platform, allowing for centralized inventory management across all of our websites. ​ We have made our websites and mobile applications easily accessible by users on their mobile devices.
We select our suppliers based on a range of factors, including product quality, price, reliability, financial strength, reputation, ability to meet our delivery timeline and production capacity, ability to increase their production capacity along with the growth in our business and historical partnership. ​ While we do not have manufacturing operations ourselves, we have in-house manufacturing experts who work closely with our suppliers.
We select our suppliers based on a range of factors, including product quality, price, reliability, financial strength, reputation, ability to meet our delivery timeline and production capacity, ability to increase their production capacity along with the evolution in our business and historical partnership. ​ We have in-house pattern making team and manufacturing experts who work closely with our suppliers.
Each Member State is required to take measures to ensure that right holders can claim damages and/or apply for a temporary injunction against infringement and may request the confiscation of the infringing material and equipment, products or parts related to the technical measures in question, as appropriate. 38 Table of Contents US A work first published in the United States is copyrighted in the United States.
Each Member State is required to take measures to ensure that right holders can claim damages and/or apply for a temporary injunction against infringement and may request the confiscation of the infringing material and equipment, products or parts related to the technical measures in question, as appropriate.
If our Singapore subsidiaries wish to employ foreign workers, they are required to apply for work permits or employment passes for them, and there are quotas and levies that apply to the employment of foreign workers.
The Employment of Foreign Manpower Act sets out the rules and regulations for the employment of foreign workers in Singapore. If our Singapore subsidiaries wish to employ foreign workers, they are required to apply for work permits or employment passes for them, and there are quotas and levies that apply to the employment of foreign workers.
Refund and Exchange ​ We have implemented refund and exchange policies specific to each of our product categories. Generally, if products are returned for quality issues, damage during shipping, failure to conform to specifications, allergic reactions, we will provide refund upon return policy. Customized apparel return requests are subject to additional restrictions due to the personalized nature of such products.
Generally, if products are returned for quality issues, damage during shipping, failure to conform to specifications, allergic reactions, we will provide refund upon return policy. Customized apparel return requests are subject to additional restrictions due to the personalized nature of such products.
When the damages are not found by a jury, the court shall assess them. In either event the court may increase the damages up to three times the amount found or assessed. The court in exceptional cases may award reasonable attorney fees to the prevailing party.
When the damages are not found by a jury, the court shall assess them. In either event the court may increase the damages up to three times the amount found or assessed.
PRC The PRC Patent Law provides three types of patents including invention, utility model, and design. A patent is valid for a term of 20 years in the case of an invention, and a term of 10 and 15 years in the case of utility models and designs respectively, each starting from the filing date.
A patent is valid for a term of 20 years in the case of an invention, and a term of 10 and 15 years in the case of utility models and designs respectively, each starting from the filing date.
Quality Control ​ We believe that our ability to offer quality products is essential to our continued growth and success.
Quality Control ​ We believe that our ability to offer quality products is essential to our evolution and transformation.
LTD., our wholly owned subsidiaries incorporated under the laws of Singapore, that primarily focus on the marketing and customer service, warehouse management services and local delivery in Southeast Asia; ​ ● Light In The Box Limited, LightInTheBox International Logistic Co., Limited, Lanting International Holding Limited and Ezbuy Holding Limited, our wholly owned subsidiaries incorporated in Hong Kong, that primarily engage in product sourcing, marketing and the operation of our websites and mobile applications and global distribution network; ​ ● LITB Netherlands B.V., our wholly owned subsidiary incorporated in the Netherlands that primarily engages in marketing in Europe; ​ ● Ador E-commerce Inc, our wholly owned subsidiary incorporated under the laws of the State of Oregon, the United States that primarily engages in marketing and technology support; and ​ ● PRC subsidiaries, that primarily engage in providing supplier chain management, research and development, customer service, marketing services, warehousing and fulfillment services to overseas consolidated affiliates. ​ Our principal executive offices are located at 4 Pandan Crescent #03-03 Logos eHub, Singapore (128475).
LTD., our wholly owned subsidiaries incorporated under the laws of Singapore, that primarily focus on the marketing and customer service, warehouse management services and local delivery in Southeast Asia; ​ ● Light In The Box Limited, LT ecommerce Limited (formerly as LightInTheBox International Logistic Co., Limited), Lanting International Holding Limited,Ezbuy Holding Limited, Yourstore Limited (“Yourstore”) and My Wardrobe Limited (“My Wardrobe”), our wholly owned subsidiaries incorporated in Hong Kong, that primarily engage in product sourcing, marketing and the operation of our websites and mobile applications and global distribution network; ​ ● LITB Netherlands B.V., our wholly owned subsidiary incorporated in the Netherlands that primarily engages in marketing in Europe; ​ ● Ador Inc, our wholly owned subsidiary incorporated under the laws of the State of California, the United States that primarily engages in boutique, designing and warehousing; and ​ ● PRC subsidiaries, that primarily engage in providing supplier chain management, research and development, customer service, marketing services, warehousing and fulfillment services to overseas consolidated affiliates. ​ Change in ADS ratio ​ In September 2024, we effected an ADS ratio change to adjust our ordinary share to ADS ratio from one ADS representing two ordinary shares to one ADS representing twelve ordinary shares. ​ Our principal executive offices are located at 4 Pandan Crescent #03-03 Logos eHub, Singapore (128475).
In infringement proceedings, the proprietor of an EU trade mark shall not be entitled to prohibit the use of a later registered national trade mark where that later registered national trade mark would not be declared invalid pursuant to Article 8 or Article 9(1) or (2), or Article 46(3) of Directive (EU) 2015/2436 of the European Parliament and of the Council (1).Where the proprietor of an EU trade mark is not entitled to prohibit the use of a later registered trade mark, the proprietor of that later registered trade mark shall not be entitled to prohibit the use of that earlier EU trade mark in infringement proceedings. 39 Table of Contents US A registrant of a mark registered in the Patent and Trademark Office, may give notice that his mark is registered by displaying with the mark the words “Registered in U.S.
In infringement proceedings, the proprietor of an EU trade mark shall not be entitled to prohibit the use of a later registered national trade mark where that later registered national trade mark would not be declared invalid pursuant to Article 8 or Article 9(1) or (2), or Article 46(3) of Directive (EU) 2015/2436 of the European Parliament and of the Council (1).Where the proprietor of an EU trade mark is not entitled to prohibit the use of a later registered trade mark, the proprietor of that later registered trade mark shall not be entitled to prohibit the use of that earlier EU trade mark in infringement proceedings.
The following table sets forth a summary of our leased properties as of the date of this annual report: ​ ​ ​ ​ ​ ​ ​ Size ​ Location ​ (in square meters) ​ Usage of Property Singapore 19,513 Sales and operation, customer service and warehouse the United States 1,154 Warehouse and marketing Shanghai, PRC 3,414 Research and development, sales and operation, customer service and administrative functions Beijing, PRC 1,200 Sales and operation, research and development, administrative functions Shenzhen, PRC 881 Sales and operation Chengdu, PRC 785 Research and development Dongguan, PRC 32,676 Warehouse Guangzhou, PRC ​ 367 ​ Sales and operation Jiaxing, PRC 17,666 Warehouse ​ We believe that our existing facilities are adequate for our current business operations and we will be able to enter into lease arrangements on commercially reasonable terms for future expansion. ​ ITEM 4A.
The following table sets forth a summary of our leased properties as of the date of this annual report: ​ ​ ​ ​ ​ ​ ​ Size ​ Location ​ (in square meters) ​ Usage of Property Singapore 18,979 Sales and operation, customer service and warehouse the United States 1,042 Boutique, design and warehouse Shanghai, PRC 2,781 Research and development, sales and operation, customer service and administrative functions Beijing, PRC 1,046 Sales and operation, research and development, administrative functions Chengdu, PRC 300 Research and development Dongguan, PRC 17,200 Warehouse Guangzhou, PRC 3,801 Sales and operation, patten making and manufacture of our proprietary products Changsha, PRC 7,560 Patten making and manufacture of our proprietary products ​ We believe that our existing facilities are adequate for our current business operations and we will be able to enter into lease arrangements on commercially reasonable terms for future development. ​ ITEM 4A.
Complying with these various laws could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business. ​ The following sets forth a summary of the major rules and regulations that affect our business activities. ​ Regulations Relating to Data Privacy Protection ​ As we further expand our operations into international markets, we will be subject to additional laws in other jurisdictions where we operate and where our consumers, users, merchants, customers and other participants are located.
Complying with these various laws could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business. ​ The following sets forth a summary of the major rules and regulations that affect our business activities. ​ Regulations Relating to Data Privacy Protection ​ As we continue to sell our products into international markets, we will be subject to the laws in the jurisdictions where we operate and where our consumers, users, merchants, customers and other participants are located. 42 Table of Contents Singapore Our Singapore subsidiaries are subject to the Personal Data Protection Act 2012 (PDPA), which is administered and enforced by the Personal Data Protection Commission (PDPC), and governs the collection, use and disclosure of the personal data of individuals by organizations.
We have a team of highly trained customer service representatives to address customer inquiries, educate potential customers about our products and services and monitor order progress. We also pay close attention to reviews of our business or products on our or third-party websites in order to promptly address customer complaints and to improve our shopping experience and product offerings.
We also pay close attention to reviews of our business or products on our or third-party websites in order to promptly address customer complaints and to improve our shopping experience and product offerings.
Our subsidiaries incorporated in Singapore are subject to the Singapore corporate tax of 17% with respect to the profit generated from Singapore. 41 Table of Contents Our subsidiaries incorporated in the PRC are subject to the general corporate tax of 25%, except for Shanghai Lanting, which is subject to 15% of corporate tax rate from 2022 to 2024, according to the new EIT Law and its implementation rules that permit certain High and New Technologies Enterprises, or HNTEs, to enjoy a reduced 15% enterprise income tax rate if they meet certain criteria and are officially acknowledged.
(“Shanghai Lanting”), which is subject to 15% of corporate tax rate from 2022 to 2024, according to the new EIT Law and its implementation rules that permit certain High and New Technologies Enterprises, or HNTEs, to enjoy a reduced 15% enterprise income tax rate if they meet certain criteria and are officially acknowledged.
Pursuant to the Double Taxation Avoidance Arrangement, dividends that Light In The Box Limited receives from our PRC subsidiaries may be subject to withholding tax at a rate of 5%, provided that the conditions and requirements under the Double Taxation Avoidance Arrangement have been satisfied, and subject to the assessment and approval of our relevant local tax authority.
Pursuant to the Double Taxation Avoidance Arrangement, dividends that Light In The Box Limited receives from our PRC subsidiaries may be subject to withholding tax at a rate of 5%, provided that the conditions and requirements under the Double Taxation Avoidance Arrangement have been satisfied, and subject to the assessment and approval of our relevant local tax authority. 49 Table of Contents Labor Laws In Singapore, employment is regulated by the Ministry of Manpower (MOM), which sets out rules and regulations to protect both employers and employees.
Payments to the suppliers and service providers in the PRC are made after the approval by local SAFE, with the provision of relevant exporting documents including customer order details, payment records, shipping, delivery tracking and related service agreements. 40 Table of Contents Foreign Exchange Relating to FIEs Under current Chinese regulations, Renminbi are freely convertible for trade and service-related transactions denominated in foreign currency, but not for direct investment, loans or investments in securities outside China without the prior approval of the SAFE or its local branches.
Foreign Exchange Relating to FIEs Under current Chinese regulations, Renminbi are freely convertible for trade and service-related transactions denominated in foreign currency, but not for direct investment, loans or investments in securities outside China without the prior approval of the SAFE or its local branches.
Patent Singapore The Patents Act of Singapore confers protection on patentable inventions on a first-to-file basis in Singapore, provided that the invention satisfies the requirements of novelty, having an inventive step and industrial applicability. Patents are valid for 20 years from the date of filing, subject to the payment of annual renewal fees.
Regulations on Intellectual Property Rights We are subject to legislations governing intellectual property rights, including trademarks, patents and copyrights. Patent Singapore The Patents Act of Singapore confers protection on patentable inventions on a first-to-file basis in Singapore, provided that the invention satisfies the requirements of novelty, having an inventive step and industrial applicability.
To mitigate the uncertainties in our corporate structure and exert full control on our operating entities, we transferred operations in the VIEs to our wholly-owned entities and unwound the VIEs arrangements that were intended to support the operations of our PRC subsidiaries, which were no longer in operation.
To mitigate the uncertainties in our corporate structure and exert full control on our operating entities, we transferred operations in the VIEs to our wholly-owned entities and unwound the VIEs arrangements that were intended to support the operations of our PRC subsidiaries, which were no longer in operation by 2022.As a result, the contractual arrangements between our wholly-owned entities and the relevant VIEs were terminated, which includes Exclusive and Technical Support and Consulting Service Agreements, Powers of Attorney, Exclusive Option Agreements, Loan Agreements, Share Pledge Agreements and Spousal Consent Letters.
Labor Laws In Singapore, employment is regulated by the Ministry of Manpower (MOM), which sets out rules and regulations to protect both employers and employees. The Employment Act is the main employment law in Singapore, which sets out the basic terms and conditions of employment for most employees, including working hours, rest days, overtime pay, and other benefits.
The Employment Act is the main employment law in Singapore, which sets out the basic terms and conditions of employment for most employees, including working hours, rest days, overtime pay, and other benefits. The Employment Act covers most employees in Singapore, except for seafarers, domestic workers, and some managers and executives.
The rights conferred by the Community patent may be invoked against a licensee who breaches any restriction in the licensing contract. 37 Table of Contents US There are three ways to apply for a patent in the U.S.: (1) applying directly, (2) applying through the Paris Convention; (3) applying through the Patent Cooperation Treaty (PCT).
US There are three ways to apply for a patent in the U.S.: (1) applying directly, (2) applying through the Paris Convention; (3) applying through the Patent Cooperation Treaty (PCT).
The Community patent may be licensed in whole or in part for all or part of the Community. These licenses may be exclusive or non-exclusive.
The Community patent may be licensed in whole or in part for all or part of the Community. These licenses may be exclusive or non-exclusive. The rights conferred by the Community patent may be invoked against a licensee who breaches any restriction in the licensing contract.
During the life of the patent, the owner will have the exclusive right to exploit the invention that is the subject of the patent.
Patents are valid for 20 years from the date of filing, subject to the payment of annual renewal fees. During the life of the patent, the owner will have the exclusive right to exploit the invention that is the subject of the patent.
The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our annual report and some of the other information submitted by us to the SEC may be accessed through this website. Our investor relations website is http://ir.lightinthebox.com .
Our annual report and some of the other information submitted by us to the SEC may be accessed through this website. Our investor relations website is http://ir.ador.com . The information contained on our websites is not a part of this annual report. ​ B.
Poison Prevention Packaging Act (PPPA) which was implemented in 1970, requires some household appliances to have child-proof packaging to prevent children from being harmed. The PPPA requires products to be designed to prevent children under the age of 5 from opening the product for a certain period of time, but also facilitate for normal adult opening.
The PPPA requires products to be designed to prevent children under the age of 5 from opening the product for a certain period of time, but also facilitate for normal adult opening. Because the elderly and disabled may also have difficulty to open the packaging of such products.
If there is no applicable appropriate standard which is able to reduce or eliminate the risk of injury to consumers, the CPSC preferably prohibits the product from being marketed and recalls certain hazardous products. 36 Table of Contents Under the Federal Hazardous Substances Act (FHSA), household products present hazards should have warning notices on their labels to alert consumers and instruct them on how to protect themselves if these hazards present.
If there is no applicable appropriate standard which is able to reduce or eliminate the risk of injury to consumers, the CPSC preferably prohibits the product from being marketed and recalls certain hazardous products.
We regularly monitor our order fulfillment process and solicit customer feedback to ensure fulfillment accuracy. ​ We offer different delivery options to our customers, including expedited express, priority lines and international postal services. We partner with third party carriers in all regions except for in Singapore, where we manage the local delivery by our employees.
Products are then delivered from our suppliers to our warehouses for quality inspection before being shipped out to our customers by third-party couriers. We regularly monitor our order fulfillment process and solicit customer feedback to ensure fulfillment accuracy. ​ We offer different delivery options to our customers, including expedited express, priority lines and international postal services.
The Employment Act covers most employees in Singapore, except for seafarers, domestic workers, and some managers and executives. The Work Injury Compensation Act provides for compensation to employees who are injured, disabled, or killed in a work-related accident or due to an occupational disease.
The Work Injury Compensation Act provides for compensation to employees who are injured, disabled, or killed in a work-related accident or due to an occupational disease. Our subsidiaries incorporate in Singapore are required to purchase work injury compensation insurance for employees, and the insurance policy should cover the compensation that employees are entitled to under the Act.
Because the elderly and disabled may also have difficulty to open the packaging of such products. This act allows the product to sell in a non-standard size package with a warning sign indicating that the product cannot be easily accessed by children in the house.
This act allows the product to sell in a non-standard size package with a warning sign indicating that the product cannot be easily accessed by children in the house. Statutory prescription drugs may be dispensed with child-protective packaging when prescribed by a physician or specifically requested by the patient.
Patent and Trademark Office” or “Reg. U.S. Pat. & Tm. Off.” or the letter R enclosed within a circle, thus ®.
US A registrant of a mark registered in the Patent and Trademark Office, may give notice that his mark is registered by displaying with the mark the words “Registered in U.S. Patent and Trademark Office” or “Reg. U.S. Pat. & Tm. Off.” or the letter R enclosed within a circle, thus ®.
In addition, employers in China are obliged to provide employees with welfare schemes covering pension insurance, unemployment insurance, maternity insurance, work-related injury insurance, medical insurance and housing funds. C. Organizational Structure ​ The chart below summarizes our corporate structure and identifies our significant subsidiaries, as that term is defined under Section 1-02 of Regulation S-X under the U.S.
Organizational Structure ​ The chart below summarizes our corporate structure and identifies our significant subsidiaries, as that term is defined under Section 1-02 of Regulation S-X under the U.S.
Our warehouses are currently leased. ​ Generally, orders placed by our customers are transmitted via our information technology system to one of our warehouses. As a result of our unique supply network, we have generally maintained a low inventory level and, in many cases, do not keep many products in stock.
As a result of our unique supply network, we have generally maintained a low inventory level and, in many cases, do not keep many products in stock. Rather, we transmit orders to our suppliers for fulfillment only when such orders are received from our customers or on a daily basis in small batches.
We have also established online communities to foster customer peer sharing. ​ Our Product Offerings ​ We offer customers products through our websites and mobile applications. Our product offerings include: ​ ● Apparel . This category includes apparels for all occasions and lifestyles, and ​ ● Other general merchandise.
We have also established online communities to foster customer peer sharing. ​ Our Product Offerings ​ We offer customers products through our websites and mobile applications. ​ We have established dedicated management teams with strong expertise in their individual categories.
Regulations on Tax Value Added Tax / Sales and use tax / Goods and Services Tax In European Union, new VAT rules on cross-border business-to-consumer (B2C) e-commerce activities have come into effect since July 1, 2021. Online sellers, including online marketplaces/platforms can register the Import One-Stop Shop (IOSS) in one EU Member State.
Foreign exchange transactions related to direct investment, loans and investment in securities outside China are still subject to limitations and require approval from the SAFE. 48 Table of Contents Regulations on Tax Value Added Tax / Sales and use tax / Goods and Services Tax In European Union, new VAT rules on cross-border business-to-consumer (B2C) e-commerce activities have come into effect since July 1, 2021.
Order Fulfillment ​ We have established warehouses in Singapore, the PRC and the United States. Currently, our warehouses have the capacity to handle over 50,000 orders per day. As we grow our business, we build incremental capacity to reduce our capital expenditures.
Order Fulfillment ​ We have established warehouses in Singapore, the PRC and the United States. Currently, our warehouses have the capacity to handle over 30,000 orders per day. Our warehouses are currently leased. ​ 38 Table of Contents Generally, orders placed by our customers are transmitted via our information technology system to one of our warehouses.
Our Partnership with Suppliers ​ We have a comprehensive supplier qualification system and have around 1,000 selected active suppliers accordingly.
Our design teams also assist us with our product selection and product presentation to maximize the appeal of our product offerings. ​ 37 Table of Contents Our Partnership with Suppliers ​ We have a comprehensive supplier qualification system and have around 500 selected active suppliers accordingly.
Any products that is toxic, corrosive, flammable, and capable of producing electrical currents through decay, heat, or other causes needs to be warned out on the label. If the product may cause personal injury and illness during normal use and when touched by children, it should also be noted on the label.
Under the Federal Hazardous Substances Act (FHSA), household products present hazards should have warning notices on their labels to alert consumers and instruct them on how to protect themselves if these hazards present. Any products that is toxic, corrosive, flammable, and capable of producing electrical currents through decay, heat, or other causes needs to be warned out on the label.
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The information contained on our websites is not a part of this annual report. ​ 28 Table of Contents B. Business Overview ​ Overview ​ We are an online retailer that delivers products directly to consumers around the world.
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Our telephone number at this address is +1 345 769 9372. 36 Table of Contents The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
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We offer customers a convenient way to shop for a wide selection of products at attractive prices through www.lightinthebox.com , www.ezbuy.sg and our other websites as well as mobile applications, which are available in over 20 major languages and over 140 countries and regions.
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Business Overview ​ Overview ​ We are a global specialty retail company, providing a diverse range of affordable lifestyle products directly to consumers worldwide since 2007.
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By offering a wide variety of products at affordable prices, we hope to create a better lifestyle for people living in these countries and regions. ​ We strive to source high quality products directly from competitive manufacturers in the strongest supply ecosystems. Our data-driven business model allows us to offer products at affordable prices through optimal merchandising and fulfillment.
Added
Over the years, the Company has built a reputation for offering a wide selection of products at attractive prices through its websites and mobile applications, available in multiple major languages. ​ In light of 2024’s intense market competition and overall economic uncertainty, the Company has adopted a brand matrix strategy, launching two apparel brands in quick succession to cover different market segments, expand market share, and enhance the Company’s risk resistance.
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We work closely with our suppliers to re-engineer their manufacturing processes to achieve faster time-to-market for our products. By locating our warehouses near these suppliers, we also realize cost advantages and inventory efficiency. As a result, we manage to reduce our product costs and offer more affordable prices in shorter time to our customers.
Added
Through multi-brand operations, the Company can meet diverse consumer needs, increase customer retention, and maximize brand value. ​ The first brand is Ador, a women's fashion brand targeting women aged 35-55. The second is a golf apparel brand focusing on female golfers aged 35 and above.
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We target products that can offer our customers better choices and savings, such as apparels for all occasions and lifestyles, and other general merchandise product category. ​ We serve customers globally without incurring the costs and complexities associated with establishing a traditional multinational retail infrastructure.
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With overlapping target audiences, the two brands will share similar customer profiles, such as body characteristics, family structure and income level, creating business synergies and driving efficiency across product design, photography style, marketing channels, pricing strategies and more. ​ Building on this experience, the Company may launch another new brand this year in apparel to further strengthen our brand matrix.
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To acquire and retain customers across diverse geographical markets, we have developed proprietary technologies to manage and optimize our marketing operations. We have established a specialized social marketing team to our customers. ​ We partner with global online marketing platforms, such as Google, Facebook and other social media, to reach our customers.
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We intend to leverage the infrastructure we established in 2024, such as design studios, photography capabilities, and supply chain resources, to more efficiently develop and launch new brands going forward. ​ Our Websites and Mobile Applications ​ We operate our business primarily through www.lightinthebox.com, and www.ador .com . Our websites are currently available in over 20 major languages.
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We accept payments through all major credit cards and electronic payment platforms, such as Visa, MasterCard, American Express, PayPal, Klarna and Apple Pay and we deliver our goods through different international couriers, including DHL, UPS, FEDEX, EMS and other international couriers. ​ Our Websites and Mobile Applications ​ We operate our business primarily through www.lightinthebox.com, and www.ezbuy.sg , offering apparel and other general products.
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We partner with third party carriers in all regions except for in Singapore, where we manage the local delivery by our employees. Refund and Exchange ​ We have implemented refund and exchange policies specific to each of our product categories.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

46 edited+39 added−13 removed37 unchanged
Meanwhile, there are other non-EU European countries that still charge VAT at the border when the goods are imported. ​ In United States, most states have enacted laws or adopted formal positions that apply an economic nexus standard and require remote sellers with no in-state physical presence to register for sales and use tax purposes, collecting and remitting tax on sales directed to customers in the state.
Meanwhile, there are other non-EU European countries that still charge VAT at the border when the goods are imported. ​ In the United States, most states have enacted laws or adopted formal positions that apply an economic nexus standard and require remote sellers with no in-state physical presence to register for sales and use tax purposes, collecting and remitting tax on sales directed to customers in the state.
We have built a proprietary modularized and scalable technology infrastructure, which enables us to quickly expand system capacity and add new features and functionalities in response to our business needs and evolving customer demand without affecting our existing operations or incurring significant costs. ​ Intellectual Property ​ We rely on a combination of trademark, trade secret, patent and other intellectual property laws as well as confidentiality agreements with our employees, manufacturers and others to protect our intellectual property.
We have built a proprietary modularized and scalable technology infrastructure, which enables us to quickly upgrade our system capacity and add new features and functionalities in response to our business needs and evolving customer demand without affecting our existing operations or incurring significant costs. ​ Intellectual Property ​ We rely on a combination of trademark, trade secret, patent and other intellectual property laws as well as confidentiality agreements with our employees, manufacturers and others to protect our intellectual property.
In addition, our PRC subsidiaries are exempted from VAT on revenue from provision of professional services to its overseas affiliates. ​ In addition to the above countries, other regions or countries also have developed and introduced their own VAT or GST regulations. ​ 49 Table of Contents Results of Operations ​ The following table sets forth a summary of our consolidated results of operations for the years indicated.
In addition, our PRC subsidiaries are exempted from VAT on revenue from provision of professional services to its overseas affiliates. 56 Table of Contents In addition to the above countries, other regions or countries also have developed and introduced their own VAT or GST regulations. ​ Results of Operations ​ The following table sets forth a summary of our consolidated results of operations for the years indicated.
There are no exchange control regulations or currency restrictions in the Cayman Islands. ​ Payments of dividends and capital in respect of our ordinary shares or our ADSs will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of our ordinary shares or our ADSs, nor will gains derived from the disposal of our ordinary shares or our ADSs be subject to Cayman Islands income or corporation tax. ​ No stamp duty is payable in respect of the issue of our ordinary shares or on an instrument of transfer in respect of our ordinary shares. ​ Singapore Taxation ​ Our subsidiaries incorporated in Singapore are subject to the Singapore corporate tax of 17% with respect to the profit generated from Singapore.
There are no exchange control regulations or currency restrictions in the Cayman Islands. ​ Payments of dividends and capital in respect of our ordinary shares or our ADSs will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of our ordinary shares or our ADSs, nor will gains derived from the disposal of our ordinary shares or our ADSs be subject to Cayman Islands income or corporation tax. ​ No stamp duty is payable in respect of the issue of our ordinary shares or on an instrument of transfer in respect of our ordinary shares. ​ 55 Table of Contents Singapore Taxation ​ Our subsidiaries incorporated in Singapore are subject to the Singapore corporate tax of 17% with respect to the profit generated from Singapore.
Such factors include: ​ ● the growth of the global economy and of our targeted geographic markets, including the breakout of the pandemic that has an adverse impact on global economy; ● per capita disposable income and consumer spending; ● growth of global Internet penetration and online retail; and ● government policies and initiatives in our targeted geographic markets that affect online retail and, in particular, the import of products into their respective countries or regions. ​ Unfavorable changes in any of these general industry conditions could materially and adversely affect demand for our products and our results of operations.
Such factors include: ​ ● the growth of the global economy and of our targeted geographic markets, including the breakout of the pandemic that has an adverse impact on global economy; 52 Table of Contents ● per capita disposable income and consumer spending; ● growth of global Internet penetration and online retail; and ● government policies and initiatives in our targeted geographic markets that affect online retail and, in particular, the import of products into their respective countries or regions. ​ Unfavorable changes in any of these general industry conditions could materially and adversely affect demand for our products and our results of operations.
If our subsidiaries or any newly formed 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, as determined in accordance with local regulations, our subsidiaries in certain of our markets may be restricted from paying us dividends offshore or from transferring a portion of their assets to us, either in the form of dividends, loans or advances, unless certain requirements are met, and regulatory approvals are obtained.
If our subsidiaries or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. ​ 61 Table of Contents In addition, as determined in accordance with local regulations, our subsidiaries in certain of our markets may be restricted from paying us dividends offshore or from transferring a portion of their assets to us, either in the form of dividends, loans or advances, unless certain requirements are met, and regulatory approvals are obtained.
The IOSS allows suppliers and electronic interfaces selling imported goods of EUR150 or less to buyers in the EU to collect, declare and pay the VAT to the tax authorities. ​ 48 Table of Contents For non-EU European countries, such as United Kingdom, Norway and Switzerland also have issued new VAT policies on foreign suppliers (businesses and marketplaces) of low-value goods to domestic individual consumers, where foreign suppliers are obliged to register and collect VAT on their B2C sales.
The IOSS allows suppliers and electronic interfaces selling imported goods of EUR150 or less to buyers in the EU to collect, declare and pay the VAT to the tax authorities. ​ For non-EU European countries, such as United Kingdom, Norway and Switzerland also have issued new VAT policies on foreign suppliers (businesses and marketplaces) of low-value goods to domestic individual consumers, where foreign suppliers are obliged to register and collect VAT on their B2C sales.
We will also refuse to work with or terminate our partnership with suppliers in the event of intellectual property right violations. In addition, we have also engaged third-party advisors to assist us in ensuring compliance with third-party intellectual property rights. ​ 55 Table of Contents D.
We will also refuse to work with or terminate our partnership with suppliers in the event of intellectual property right violations. In addition, we have also engaged third-party advisors to assist us in ensuring compliance with third-party intellectual property rights. ​ 63 Table of Contents D.
For information regarding share options and restricted shares granted to our officers and directors, see “—Share Incentive Plan.” ​ 47 Table of Contents Taxation ​ 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.
For information regarding share options and restricted shares granted to our officers and directors, see “—Share Incentive Plan.” ​ Taxation ​ 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.
In addition, our operating results are affected by the following company-specific factors: ​ ● our ability to acquire new customers and increase repeat purchases by customers at reasonable cost; ● our ability to control product sourcing costs, fulfillment and other operating expenses; ● our product selection and pricing; ● our ability to introduce new product offerings and categories; ● our ability to expand into new geographic markets; ● our ability to enhance our brand; and ● our ability to compete effectively. ​ Revenues ​ Since 2016, we generate revenue from two revenue streams: ​ ● Product sales.
In addition, our operating results are affected by the following company-specific factors: ​ ● our ability to acquire new customers and increase repeat purchases by customers at reasonable cost; ● our ability to control product sourcing costs, fulfillment and other operating expenses; ● our product selection and pricing; ● our ability to introduce new product offerings and categories; ● our ability to implement and adapt to the lastest technologies; ● our ability to expand into new geographic markets; ● our ability to enhance our brand; and ● our ability to compete effectively. ​ Revenues ​ Since 2016, we generate revenue from two revenue streams: ​ ● Product sales.
Our cost of product sales as percentage of our total revenues during a specific period is affected by the composition of the type of products sold during that period. ​ 46 Table of Contents Our cost of services consists primarily of shipping charges and to a lesser extent, packaging supplies in connection with the provision of such services to our customers.
Our cost of product sales as percentage of our total revenues during a specific period is affected by the composition of the type of products sold during that period. ​ Our cost of services consists primarily of shipping charges and to a lesser extent, packaging supplies in connection with the provision of such services to our customers.
In the near term, we expect to focus our selling and marketing efforts on growing our customer base, but we expect our selling and marketing expenses as a percentage of our total revenues to decrease in the long term as we achieve economies of scale, utilize our selling and marketing channels more efficiently, enchance customer’ shopping experience and accordingly increase repeat purchase. ​ General and Administrative Expenses .
In the near term, we expect to focus our selling and marketing efforts on growing our customer base, but we expect our selling and marketing expenses as a percentage of our total revenues to decrease in the long term as we achieve economies of scale, utilize our selling and marketing channels more efficiently, enhance customer’ shopping experience and accordingly increase repeat purchases. ​ General and Administrative Expenses .
We use global online marketing platforms such as Google and Facebook to reach our customers, we accept payments through all major credit cards and electronic payment platforms such as Visa, MasterCard, American Express, PayPal, Klarna and Apple Pay and we deliver our goods through major international couriers, including DHL, UPS, FEDEX, EMS and other international couriers. ​ Our total revenues were $446.1 million, $503.6 million and $629.4 million in 2021, 2022 and 2023, respectively.
We use global online marketing platforms such as Google and Facebook to reach our customers, we accept payments through all major credit cards and electronic payment platforms such as Visa, MasterCard, American Express, PayPal, Klarna and Apple Pay and we deliver our goods through major international couriers, including DHL, UPS, FEDEX, EMS and other international couriers. ​ Our total revenues were $503.6 million, $629.4 million and $255.3 million in 2022, 2023 and 2024, respectively.
We expect our general and administrative expenses as a percentage of our total revenues to decrease in the future as we achieve economies of scale. ​ Share-based Compensation Expenses ​ The table below shows the effect of the share-based compensation expenses on our operating expense line items for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2021 2022 2023 ​ ​ ​ ​ % of Total ​ ​ ​ % of Total ​ ​ ​ % of Total ​ ​ ​ ​ ​ Revenues ​ ​ ​ ​ Revenues ​ ​ ​ ​ Revenues ​ ​ (U.S. dollar in thousands, except for percentage) Fulfillment ​ $ 15 0.0 ​ $ 12 0.0 ​ $ — — Selling and marketing ​ 142 0.0 ​ 99 0.0 ​ 34 0.0 General and administrative ​ 1,225 0.3 ​ 229 0.0 ​ 381 0.0 Total share-based compensation expenses ​ $ 1,382 0.3 ​ $ 340 0.0 ​ $ 415 0.0 ​ We expect to continue to grant share options, restricted shares and other share-based awards under our share incentive plan and incur further share-based compensation expenses in future periods.
We expect our general and administrative expenses as a percentage of our total revenues to decrease in the future as we achieve economies of scale. ​ Share-based Compensation Expenses ​ The table below shows the effect of the share-based compensation expenses on our operating expense line items for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2022 2023 2024 ​ ​ ​ ​ % of Total ​ ​ ​ % of Total ​ ​ ​ % of Total ​ ​ ​ ​ ​ Revenues ​ ​ ​ ​ Revenues ​ ​ ​ ​ Revenues ​ ​ (U.S. dollar in thousands, except for percentage) Fulfillment ​ $ 12 0.0 ​ $ — — ​ $ — — Selling and marketing ​ 99 0.0 ​ 34 0.0 ​ 89 0.0 General and administrative ​ 229 0.0 ​ 381 0.0 ​ 256 0.0 Total share-based compensation expenses ​ $ 340 0.0 ​ $ 415 0.0 ​ $ 345 0.0 ​ We expect to continue to grant share options, restricted shares and other share-based awards under our share incentive plan and incur further share-based compensation expenses in future periods.
The impairment loss in 2022 was made as the operations of Shenzhen Maikailai Technologies Co., Ltd (“Maikailai”) unexpectedly and suddenly materially deteriorated in the fourth quarter of 2022 due to adverse change of market conditions and are not expected to recover. ​ Income Tax Expense / Benefit ​ Our income tax expense was $9.8 million in 2021, our income tax benefit was $12.7 million in 2022 and our income tax expense was $40 thousand in 2023.
The impairment loss in 2022 was made as the operations of Shenzhen Maikailai Technologies Co., Ltd (“Maikailai”) unexpectedly and suddenly materially deteriorated in the fourth quarter of 2022 due to adverse change of market conditions and are not expected to recover. ​ Income Tax Benefit / (expense) ​ Our income tax benefit was $12.7 million in 2022, our income tax expense was $40 thousands in 2023 and our income tax benefit was $39 thousands in 2024.
Other income, net mainly included the change in fair value of our equity investment, which was $38.8 million, $0.8 million and $nil in 2021, 2022 and 2023, respectively. ​ Impairment loss on investment ​ The impairment loss on investment in 2021, 2022 and 2023 was $nil, $56.1 million and $nil, respectively.
Other expense, net in 2024 was $0.4 million. Other income / (expense), net mainly included the change in fair value of our equity investment, which was $0.8 million, $nil and $nil in 2022, 2023 and 2024, respectively. ​ Impairment loss on investment ​ The impairment loss on investment in 2022, 2023 and 2024 was $56.1 million, $nil and $nil, respectively.
We have registered domain names for all of our websites, including www.lightinthebox.com and www.ezbuy.sg . We have in total 304 trademarks and service marks registered in China, the United States, European Union, Hong Kong, etc. Our trademarks include Lightinthebox and ezbuy etc. We also have 60 registered computer software copyrights in China and in the United States.
We have registered domain names for all of our websites, including www.lightinthebox.com , www.ador.com and www.ezbuy.sg . We have in total 304 trademarks and service marks registered in China, the United States, European Union, Hong Kong, etc. Our trademarks include Lightinthebox and ezbuy etc.
R&D expenses included in general and administrative expenses in 2021, 2022 and 2023 were $20.3 million, $19.4 million and $19.1 million, respectively. ​ Loss from Operations ​ As a result of the foregoing, our loss from operation in 2021, 2022 and 2023 was $16.1 million, $14.2 million and $10.4 million, respectively. ​ Other income, net Other income, net in 2021, 2022 and 2023 was $39.3 million, $1.0 million and $0.5 million, respectively.
R&D expenses included in general and administrative expenses in 2022, 2023 and 2024 were $19.4 million, $19.1 million and $15.5 million, respectively. ​ Loss from Operations ​ As a result of the foregoing, our loss from operation in 2022, 2023 and 2024 was $14.2 million, $10.4 million and $2.2 million, respectively. ​ Other income / (expense), net ​ Other income, net was $1.0 million, $0.5 million in 2022 and 2023, respectively.
Our capital expenditures have historically been comprised of leasehold improvements, purchase of equipment for our warehouses and our information technology infrastructure.
Our capital expenditures have historically been comprised of leasehold improvements, purchase of equipment for our warehouses and our information technology infrastructure, and the purchase of land use right.
Our fulfillment expenses are primarily affected by the cost of personnel at our warehouses and our ability to strengthen our logistic management capabilities and increase our economies of scale as our volume of products shipped increases.
Our fulfillment expenses are primarily affected by the cost of personnel at our warehouses and our ability to strengthen our logistic management capabilities and increase our economies of scale as our volume of products shipped increases. ​ 54 Table of Contents Selling and Marketing Expenses . Selling and marketing expenses include marketing program expenses and marketing personnel expenses.
The gross margins of our product sales segment in 2021, 2022 and 2023 were 45.9 %, 54.6% and 56.9%, respectively.
The gross margins of our product sales segment in 2022, 2023 and 2024 were 54.6%, 56.9% and 59.4%, respectively.
Such logistics services include product collection, packaging and labeling, shipment and delivery of products from our warehouses to locations designated by our customers. ​ Cost of Revenues and Operating Expenses ​ The following table sets forth our cost of revenues and operating expenses, both in absolute amounts and as percentages of total revenues for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2021 2022 2023 ​ ​ (U.S. dollar in thousands, except for percentage) ​ ​ ​ ​ % of Total ​ ​ ​ % of Total ​ ​ ​ % of Total ​ ​ ​ ​ ​ Revenues ​ ​ ​ ​ Revenues ​ ​ ​ ​ Revenues Cost of revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of product sales ​ $ 235,237 52.7 ​ $ 223,383 44.4 ​ $ 265,964 42.3 Cost of services and others ​ 4,156 0.9 ​ 5,107 1.0 ​ 3,532 0.5 Total cost of revenues ​ ​ 239,393 53.6 ​ $ 228,490 45.4 ​ $ 269,496 42.8 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ Fulfillment ​ $ 29,588 6.6 ​ $ 30,617 6.1 ​ $ 34,916 5.5 Selling and marketing ​ 154,176 34.6 ​ 222,629 44.2 ​ 302,694 48.1 General and administrative ​ 39,733 8.9 ​ 36,295 7.2 ​ 34,078 5.4 Other operating income ​ (675) (0.2) ​ (223) (0.0) ​ (1,361) (0.2) Total operating expenses ​ $ 222,822 49.9 ​ $ 289,318 57.5 ​ $ 370,327 58.8 ​ Cost of revenues ​ Our cost of revenues is comprised of cost of product sales and cost of services. ​ Our cost of product sales consists primarily of cost of consumer products sold by us and shipping charges, and to a much lesser degree, packaging supplies and inventory write-downs.
Such logistics services include product collection, packaging and labeling, shipment and delivery of products from our warehouses to locations designated by our customers. ​ Cost of Revenues and Operating Expenses ​ The following table sets forth our cost of revenues and operating expenses, both in absolute amounts and as percentages of total revenues for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2022 2023 2024 ​ ​ (U.S. dollar in thousands, except for percentage) ​ ​ ​ ​ % of Total ​ ​ ​ % of Total ​ ​ ​ % of Total ​ ​ ​ ​ ​ Revenues ​ ​ ​ ​ Revenues ​ ​ ​ ​ Revenues Cost of revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of product sales ​ $ 223,383 44.4 ​ $ 265,964 42.3 ​ $ 98,926 38.8 Cost of services and others ​ 5,107 1.0 ​ 3,532 0.5 ​ 2,869 1.1 Total cost of revenues ​ ​ 228,490 45.4 ​ $ 269,496 42.8 ​ $ 101,795 39.9 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ Fulfillment ​ $ 30,617 6.1 ​ $ 34,916 5.5 ​ $ 18,932 7.4 Selling and marketing ​ 222,629 44.2 ​ 302,694 48.1 ​ 111,919 43.8 General and administrative ​ 36,295 7.2 ​ 34,078 5.4 ​ 25,735 10.1 Other operating income ​ (223) (0.0) ​ (1,361) (0.2) ​ (876) (0.3) Total operating expenses ​ $ 289,318 57.5 ​ $ 370,327 58.8 ​ $ 155,710 61.0 ​ Cost of revenues ​ Our cost of revenues is comprised of cost of product sales and cost of services. ​ Our cost of product sales consists primarily of cost of consumer products sold by us and shipping charges, and to a much lesser degree, packaging supplies and inventory write-downs.
We recorded net income of $13.5 million, net loss of $56.6 million and net loss of $9.6 million in 2021, 2022 and 2023, respectively.
We recorded net loss of $56.6 million, $9.6 million and $2.5 million in 2022, in 2023 and 2024, respectively.
Cash used in operating activities was $1.8 million in 2021, and cash provided by operating activities was $35.8 million and cash used in operating activities was $20.7 million in 2022 and 2023, respectively. 44 Table of Contents ​ Factors Affecting Our Results of Operations ​ Our business and results of operations are affected by general factors affecting online retail markets around the world.
Cash provided by operating activities was $35.8 million in 2022, and cash used in operating activities was $20.7 million and $48.2 million in 2023 and 2024, respectively. ​ Factors Affecting Our Results of Operations ​ Our business and results of operations are affected by general factors affecting apparel markets around the world.
The decrease in our cost of services and others from $5.1 million in 2022 to $3.5 million in 2023 was primarily due to the decrease of service revenue with lower margin. ​ Gross profit ​ As a result of the foregoing, our gross profits in 2021, 2022 and 2023 were $206.7 million, $275.1 million and $359.9 million, respectively, reflecting an increase of 33.1% from 2021 to 2022 and an increase of 30.8% from 2022 to 2023.
The decrease in our cost of product sales from $266.0 million in 2023 to $98.9 million in 2024 was primarily due to the decrease of product sales. ​ Cost of services and others ​ The decrease in our cost of services and others from $5.1 million in 2022 to $3.5 million in 2023, and then to $2.9 million in 2024 was primarily due to the decrease of service revenue with lower margin. ​ Gross profit ​ As a result of the foregoing, our gross profits in 2022, 2023 and 2024 were $275.1 million, $359.9 million and $153.5 million, respectively, reflecting an increase of 30.8% from 2022 to 2023 and a decrease of 57.4% from 2023 to 2024.
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 research and development services with us. ​ Contractual Obligations ​ The following table sets forth our contractual obligations as of December 31, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment due by period ​ ​ Total Less than 1 year 1-3 years 3-5 years More than 5 years ​ ​ ​ (U.S. dollars in thousands) Operating Lease Obligations ​ $ 7,247 ​ $ 5,321 $ 1,926 ​ $ — $ — Finance Leases ​ 34 ​ 34 ​ — ​ ​ — ​ — Total $ 7,281 $ 5,355 $ 1,926 ​ $ — $ — ​ 54 Table of Contents Holding Company Structure ​ We are a Cayman Islands holding company with no material operations of our own.
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 research and development services with us. ​ Contractual Obligations ​ The following table sets forth our contractual obligations as of December 31, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment due by period ​ ​ Total Less than 1 year 1-3 years 3-5 years More than 5 years ​ ​ ​ (U.S. dollars in thousands) Short-term borrowings ​ $ 693 ​ $ 693 ​ $ — ​ $ — ​ $ — Operating Lease Obligations ​ ​ 9,312 ​ ​ 4,339 ​ 4,571 ​ ​ 402 ​ — Total $ 10,005 $ 5,032 $ 4,571 ​ $ 402 $ — ​ Holding Company Structure ​ We are a Cayman Islands holding company with no material operations of our own.
Our services and others segment comprised of provision of logistic services to companies and individual customers globally. ​ In 2021, 2022 and 2023, we generated total revenues of $446.1 million, $503.6 million and $629.4 million, respectively.
Our services and others segment is comprised of provision of logistics services to companies and individual customers. ​ In 2022, 2023 and 2024, we generated total revenues of $503.6 million, $629.4 million and $255.3 million, respectively.
Our gross margins in 2021, 2022 and 2023 were 46.3%, 54.6% and 57.2%, respectively. ​ Product sales ​ The gross profits of our product sales segment in 2021, 2022 and 2023 were $199.9 million, $268.6 million and $351.3 million respectively, reflecting an increase 34.3% from 2021 to 2022 and an increase of 30.8% from 2022 to 2023.
Our gross margins in 2022, 2023 and 2024 were 54.6%, 57.2% and 60.1%, respectively. ​ Product sales ​ The gross profits of our product sales segment in 2022, 2023 and 2024 were $268.6 million, $351.3 million and $144.8 million respectively, reflecting an increase of 30.8% from 2022 to 2023 and a decrease of 58.8% from 2023 to 2024.
Cash used in operating activities was also attributable to an increase of $6.6 million in accounts payable, a decrease of $8.5 million in advance from customers, contributed by the sales decrease in 2021Q4, and an increase of $15.8 million in accrued expenses and other current liabilities, mainly related to the increase of marketing expenses and VAT payable, offset by the increase of $7.0 million in accounts receivable, inventories, long-term rental deposits, prepaid expenses and other current assets. 53 Table of Contents Investing Activities ​ Net cash used in investing activities was $1.1 million in 2023, primarily due to the purchase of property and equipment of $1.1 million. ​ Net cash generated in investment activities was approximately $2.1 million in 2022, primarily due to the proceeds received from disposal of long-term investment of $2.7 million and proceed from disposal of property and equipment of $0.1 million, net off by the purchase of property and equipment of $0.8 million. ​ Net cash used in investing activities was $1.7 million in 2021, primarily due to the purchase of property and equipment of $1.0 million and the capitalized internal use software of $0.8 million. ​ Financing Activities ​ Net cash used in financing activities was $2.3 million in 2023, which was primarily due to the repurchase of ordinary shares of $2.3 million. ​ Net cash used in financing activities was $43 thousand in 2022, which was primarily due to the principal repayment of finance leases of $43 thousand. ​ Net cash used in financing activities was $1.3 million in 2021, which was primarily due to the payment for acquisition of non-controlling interest of $1.5 million. ​ Capital Expenditures ​ Our capital expenditures amounted to $1.9 million, $0.8 million and $1.1 million in 2021, 2022 and 2023, respectively.
Cash provided in operating activities was also attributable to an increase of $32.5 million in accrued expenses and other current liabilities, mainly related to the increase of marketing expenses and taxes payable, and an increase of $7.5 million advance from customers, contributed by the increased orders in 2022Q4, and the decrease of $2.3 million in accounts receivable, prepaid expenses and other current assets and the increase of $3.0 million in accounts payable, and partially offset by the increase of $2.4 million in inventories. ​ Investing Activities ​ Net cash used in investing activities was $2.3 million in 2024, primarily due to the purchase of property and equipment of $0.8 million and the purchase of land use right of $1.5 million. ​ Net cash used in investing activities was $1.1 million in 2023, primarily due to the purchase of property and equipment of $1.1 million. ​ Net cash generated in investment activities was approximately $2.1 million in 2022, primarily due to the proceeds received from disposal of long-term investment of $2.7 million and proceed from disposal of property and equipment of $0.1 million, net off by the purchase of property and equipment of $0.8 million. ​ Financing Activities ​ Net cash used in financing activities was $0.6 million in 2024, which was primarily due to the repurchase of ordinary shares of $1.2 million, offset by the proceeds from short-term borrowings of $0.7 million. 60 Table of Contents ​ Net cash used in financing activities was $2.3 thousand in 2023, which was primarily due to the repurchase of ordinary shares of $2.3 million. ​ Net cash used in financing activities was $43 thousand in 2022, which was primarily due to the principal repayment of finance leases of $43 thousand. ​ Capital Expenditures ​ Our capital expenditures amounted to $0.8 million, $1.1 million and $2.3 million in 2022, 2023 and 2024, respectively.
The general and administrative expenses as a percentage of total revenues decreased by 1.7% from 2021 to 2022 and 1.8% from 2022 to 2023 was due to our continuous efforts on optimization on operation efficiency. Share-based compensation expenses included in general and administrative expenses in 2021, 2022 and 2023 were $1.2 million, $0.2 million and $0.4 million, respectively.
The general and administrative expenses as a percentage of total revenues decreased by 1.8% from 2022 to 2023 due to our continuous efforts on optimization on operation efficiency. The general and administrative expenses as a percentage of total revenues increased by 4.7% from 2023 to 2024 was due to the decreased revenues.
Additionally, there can be no assurance that, if needed, we will be able to secure additional debt or equity financing on terms acceptable to us or at all, especially in light of the market volatility. ​ The following table sets forth a summary of our cash flows for the years indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2021 2022 2023 ​ ​ ​ (U.S. dollars in thousands) Net cash (used in) / provided by operating activities ​ $ (1,771) $ 35,826 $ (20,715) Net cash (used in) / provided by investing activities ​ ​ (1,743) ​ 2,051 ​ (1,078) Net cash used in financing activities ​ ​ (1,320) ​ (43) ​ (2,295) Net (decrease) / increase in cash and cash equivalents and restricted cash ​ ​ (4,834) ​ 37,834 ​ (24,088) Effect of exchange rate changes on cash and cash equivalents and restricted cash ​ ​ (1,093) ​ (2,868) ​ 1,224 Cash and cash equivalents and restricted cash at beginning of the year ​ ​ 65,529 ​ 59,602 ​ 94,568 Cash and cash equivalents and restricted cash at end of the year ​ $ 59,602 $ 94,568 $ 71,704 ​ Operating Activities ​ We incurred negative cash flow of $20.7 million from operating activities in 2023, primarily attributable to our net loss of $9.6 million, adjusted by the reconciliation of certain non-cash items of $2.5 million, which mainly included depreciation and amortization of $3.2 million, unrealized foreign exchange gain of $1.1 million and share-based compensation of $0.4 million.
As of December 31, 2024, we had approximately $19.7 million in cash and cash equivalents and restricted cash. 59 Table of Contents The following table sets forth a summary of our cash flows for the years indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2022 2023 2024 ​ ​ ​ (U.S. dollars in thousands) Net cash provided by / (used in) operating activities ​ $ 35,826 $ (20,715) $ (48,163) Net cash provided by / (used in) investing activities ​ ​ 2,051 ​ (1,078) ​ (2,256) Net cash used in financing activities ​ ​ (43) ​ (2,295) ​ (586) Net increase / (decrease) in cash and cash equivalents and restricted cash ​ ​ 37,834 ​ (24,088) ​ (51,005) Effect of exchange rate changes on cash and cash equivalents and restricted cash ​ ​ (2,868) ​ 1,224 ​ (954) Cash and cash equivalents and restricted cash at beginning of the year ​ ​ 59,602 ​ 94,568 ​ 71,704 Cash and cash equivalents and restricted cash at end of the year ​ $ 94,568 $ 71,704 $ 19,745 ​ Operating Activities ​ We incurred negative cash flow of $48.2 million from operating activities in 2024, primarily attributable to our net loss of $2.5 million, adjusted by the reconciliation of certain non-cash items of $2.8 million, which mainly included depreciation and amortization of $2.2 million, unrealized foreign exchange loss of $0.3 million and share-based compensation of $0.3 million.
The results of operations in any period are not necessarily indicative of the results that may be expected for any future period. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2021 2022 2023 ​ ​ (U.S. dollar in thousands, except for percentage) ​ ​ ​ ​ % of ​ ​ ​ % of ​ ​ ​ % of ​ ​ ​ ​ ​ Revenues ​ ​ ​ ​ Revenues ​ ​ ​ ​ Revenues Revenue ​ ​ ​ Product sales ​ $ 435,170 97.5 ​ $ 491,949 97.7 ​ $ 617,240 98.1 Services and others ​ 10,933 2.5 ​ 11,619 2.3 ​ 12,188 1.9 Total revenue ​ 446,103 100.0 ​ 503,568 100.0 ​ 629,428 100.0 Cost of revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ Product sales ​ 235,237 52.7 ​ 223,383 44.4 ​ 265,964 42.3 Services and others ​ 4,156 1.0 ​ 5,107 1.0 ​ 3,532 0.5 Total cost of revenues ​ 239,393 53.7 ​ 228,490 45.4 ​ 269,496 42.8 Gross profit ​ 206,710 46.3 ​ 275,078 54.6 ​ 359,932 57.2 Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ Fulfillment ​ 29,588 6.6 ​ 30,617 6.1 ​ 34,916 5.5 Selling and marketing ​ 154,176 34.6 ​ 222,629 44.2 ​ 302,694 48.1 General and administrative ​ 39,733 8.9 ​ 36,295 7.2 ​ 34,078 5.4 Other operating income ​ (675) (0.2) ​ (223) (0.1) ​ (1,361) (0.2) Total operating expenses ​ 222,822 49.9 ​ 289,318 57.4 ​ 370,327 58.8 Loss from operations ​ (16,112) (3.6) ​ (14,240) (2.8) ​ (10,395) (1.6) Interest income ​ 59 0.0 ​ 57 0.0 ​ 350 0.0 Interest expense ​ (13) (0.0) ​ (5) (0.0) ​ (4) (0.0) Other income, net ​ 39,322 8.8 ​ 982 0.2 ​ 499 0.1 Impairment loss on investment ​ — — ​ (56,083) (11.1) ​ — — Income / (loss) before tax ​ 23,256 5.2 ​ (69,289) (13.7) ​ (9,550) (1.5) Income tax (expense) / benefit ​ (9,802) (2.2) ​ 12,707 2.5 ​ (40) — Net income / (loss) ​ $ 13,454 3.0 ​ $ (56,582) (11.2) ​ $ (9,590) (1.5) ​ Comparison of the Years Ended December 31, 2021, 2022 and 2023 ​ Revenues ​ Our total revenues in 2021, 2022 and 2023 were $446.1 million, $503.6 million and $629.4 million, respectively, reflecting an increase of 12.9% from 2021 to 2022 and an increase of 25.0% from 2022 to 2023.
The results of operations in any period are not necessarily indicative of the results that may be expected for any future period. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2022 2023 2024 ​ ​ (U.S. dollar in thousands, except for percentage) ​ ​ ​ ​ % of ​ ​ ​ % of ​ ​ ​ % of ​ ​ ​ ​ ​ Revenues ​ ​ ​ ​ Revenues ​ ​ ​ ​ Revenues Revenue ​ ​ ​ Product sales ​ $ 491,949 97.7 ​ $ 617,240 98.1 ​ $ 243,700 95.5 Services and others ​ 11,619 2.3 ​ 12,188 1.9 ​ 11,587 4.5 Total revenue ​ 503,568 100.0 ​ 629,428 100.0 ​ 255,287 100.0 Cost of revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ Product sales ​ 223,383 44.4 ​ 265,964 42.3 ​ 98,926 38.8 Services and others ​ 5,107 1.0 ​ 3,532 0.5 ​ 2,869 1.1 Total cost of revenues ​ 228,490 45.4 ​ 269,496 42.8 ​ 101,795 39.9 Gross profit ​ 275,078 54.6 ​ 359,932 57.2 ​ 153,492 60.1 Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ Fulfillment ​ 30,617 6.1 ​ 34,916 5.5 ​ 18,932 7.4 Selling and marketing ​ 222,629 44.2 ​ 302,694 48.1 ​ 111,919 43.8 General and administrative ​ 36,295 7.2 ​ 34,078 5.4 ​ 25,735 10.1 Other operating income ​ (223) (0.1) ​ (1,361) (0.2) ​ (876) (0.3) Total operating expenses ​ 289,318 57.4 ​ 370,327 58.8 ​ 155,710 61.0 Loss from operations ​ (14,240) (2.8) ​ (10,395) (1.6) ​ (2,218) (0.9) Interest income ​ 57 0.0 ​ 350 0.0 ​ 90 0.0 Interest expense ​ (5) (0.0) ​ (4) (0.0) ​ — — Other income / (expense), net ​ 982 0.2 ​ 499 0.1 ​ (400) (0.1) Impairment loss on investment ​ (56,083) (11.1) ​ — — ​ — — Loss before tax ​ (69,289) (13.7) ​ (9,550) (1.5) ​ (2,528) (1.0) Income tax benefit / (expense) ​ 12,707 2.5 ​ (40) (0.0) ​ 39 0.0 Net loss ​ $ (56,582) (11.2) ​ $ (9,590) (1.5) ​ $ (2,489) (1.0) ​ Comparison of the Years Ended December 31, 2022, 2023 and 2024 ​ Revenues ​ Our total revenues in 2022, 2023 and 2024 were $503.6 million, $629.4 million and $255.3 million, respectively, reflecting an increase of 25.0% from 2022 to 2023 and a decrease of 59.4% from 2023 to 2024. ​ Product sales ​ The increase in our revenues from product sales from $491.9 million in 2022 to $617.2 million in 2023 was due to our continuous efforts dedicated to offering high value-for-money products along with a pleasant and convenient online shopping experience.
The management determined there were no critical accounting estimates. ​ When reading our consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions.
When reading our consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. Our critical accounting policies and practices include the following: (i) revenue recognition; (ii) leases; and (iii) income taxes.
Fulfillment expenses as a percentage of our total revenues in 2021, 2022 and 2023 were 6.6 %, 6.1% and 5.5%, respectively. ​ The continuous decrease in our fulfillment expenses as a percentage of our total revenues from 2021 to 2023 was due to improved efficiency in our warehouse management. ​ 51 Table of Contents Selling and Marketing Expenses ​ Our selling and marketing expenses in 2021, 2022 and 2023 were $154.2 million, $222.6 million and $302.7 million, respectively. ​ Selling and marketing expenses as a percentage of our total revenues were 34.6%, 44.2% and 48.1% in 2021, 2022 and 2023, respectively.
Fulfillment expenses as a percentage of our total revenues in 2022, 2023 and 2024 were 6.1%, 5.5% and 7.4%, respectively. ​ The decrease in our fulfillment expenses as a percentage of our total revenues from 2022 to 2023 was due to improved efficiency in our warehouse management.
Income tax expense in 2021 was primarily attributable to deferred income tax expense from change in fair value on our equity investment, the income tax benefit in 2022 was mainly due to the reversal of the unrecognized tax benefits. ​ Net Income / Loss ​ As a result of the foregoing, our net income in 2021 was $13.5 million, and net loss in 2022 and 2023 was $56.6 million and $9.6 million, respectively. ​ 52 Table of Contents B.
Income tax benefit in 2022 was primarily due to the reversal of the unrecognized tax benefits. ​ Net Loss ​ As a result of the foregoing, our net loss in 2022, 2023 and 2024 were $56.6 million, $9.6 million and $2.5 million, respectively. ​ B.
The increase in gross margin was the result of the increased apparel sales with higher margins. ​ Services and others ​ The gross profits of our services and others segment in 2021, 2022 and 2023 were $6.8 million, $6.5 million and $8.7 million, respectively, reflecting a decrease of 3.9% from 2021 to 2022 and an increase of 32.9% from 2022 to 2023.
The increase in gross margin was mainly due to the successful introduction of higher-margin proprietary product lines. ​ Services and others ​ The gross profits of our services and others segment in 2022, 2023 and 2024 were $6.5 million, $8.7 million and $8.7 million, respectively, reflecting an increase of 32.9% from 2022 to 2023 and an increase of 0.7% from 2023 to 2024.
The gross margins of our services segment in 2021, 2022 and 2023 were 62.0%, 56.0% and 71.0%, respectively. ​ Fulfillment Expenses ​ Our fulfillment expenses in 2021, 2022 and 2023 were $29.6 million, $30.6 million and $34.9 million, respectively.
The gross margins of our services segment in 2022, 2023 and 2024 were 56.0%, 71.0% and 75.2%, respectively, mainly due to the increase of service revenue with higher margin. ​ Fulfillment Expenses ​ Our fulfillment expenses in 2022, 2023 and 2024 were $30.6 million, $34.9 million and $18.9 million, respectively.
For example, during the first quarter of the past several years, we experienced greater demand for our wedding dresses and, during the fourth quarter of the past several years, we experienced a general increase in the demand for our products as a result of holiday shopping.
We face seasonality for the sale of our products. For example, during the fourth quarter of the past years, we experienced a general increase in the demand for our products as a result of holiday shopping, and we also had higher purchase demand in the second quarter due to the summer season.
The continuous increase in our selling and marketing expenses as a percentage of our total revenues from 2021 to 2023 was primarily due to the intensive competition for online retailers when we drove our revenue growth. ​ General and Administrative Expenses ​ Our general and administrative expenses in 2021, 2022 and 2023 were $39.7 million, $36.3 million and $34.1 million, respectively, reflecting a decrease of 8.7% from 2021 to 2022 and a decrease of 6.1% from 2022 to 2023. ​ General and administrative expenses as a percentage of our total revenues in 2021, 2022 and 2023 were 8.9%, 7.2% and 5.4%, respectively.
The decrease in our selling and marketing expenses as a percentage of our total revenues from 2023 to 2024 was primarily due to our cost control and enhanced requirement on the return of digital marketing. ​ General and Administrative Expenses ​ Our general and administrative expenses in 2022, 2023 and 2024 were $36.3 million, $34.1 million and $25.7 million, respectively, reflecting a decrease of 6.1% from 2022 to 2023 and a decrease of 24.5% from 2023 to 2024. ​ General and administrative expenses as a percentage of our total revenues in 2022, 2023 and 2024 were 7.2%, 5.4% and 10.1%, respectively.
Product sales represented 97.7% and 98.1% of total revenues in 2022 and 2023, respectively. ​ 50 Table of Contents Services and other ​ The increase in our revenues from services and others from $10.9 million in 2021 to $11.6 million in 2022 was primarily contributed by the increased orders from our corporate customers. ​ The revenues from services and others in 2023 was $12.2 million, which was relatively stable as compared to $11.6 million in 2022. ​ Cost of revenues ​ Our cost of revenues in 2021, 2022 and 2023 were $239.4 million, $228.5 million and $269.5 million, respectively, representing a decrease of 4.6% from 2021 to 2022 and an increase of 17.9% from 2022 to 2023. ​ Cost of product sales ​ The decrease in our cost of product sales from $235.2 million in 2021 to $223.4 million in 2022 was primarily due to the improvement of our product mix to higher percentage of apparel sales and our continuous optimization on supply chain management.
Product sales represented 98.1% and 95.5% of total revenues in 2023 and 2024, respectively. 57 Table of Contents Services and other ​ The revenues from services and others in 2022, 2023, 2024 were $11.6 million, $12.2 million, and $11.6 million, which was relatively stable for the past three years. ​ Cost of revenues ​ Our cost of revenues in 2022, 2023 and 2024 were $228.5 million, $269.5 million and $101.8 million, respectively, representing an increase of 17.9% from 2022 to 2023 and a decrease of 62.2% from 2023 to 2024. ​ Cost of product sales ​ The increase in our cost of product sales from $223.4 million in 2022 to $266.0 million in 2023 was primarily due to the increase of product sales.
Cash provided in operating activities was also attributable to an increase of $32.5 million in accrued expenses and other current liabilities, mainly related to the increase of marketing expenses and taxes payable, and an increase of $7.5 million advance from customers, contributed by the increased orders in 2022Q4, and the decrease of $2.3 million in accounts receivable, prepaid expenses and other current assets and the increase of $3.0 million in accounts payable, and partially offset by the increase of $2.4 million in inventories. ​ We incurred negative cash flow of $1.8 million from operating activities in 2021, primarily attributable to our net income of $13.5 million, adjusted by the reconciliation of certain non-cash items of $(21.9) million, which mainly included share-based compensation of $1.4 million, depreciation and amortization of $3.3 million, fair value change of equity investment without readily determinable fair values under the measurement alternative of $(38.8) million, deducted by its respective income tax of $9.8 million.
Cash used in operating activities was also attributable to a decreae of $40.5 million in accrued expenses and other current liabilities, a decrease of $5.5 million in accounts payable and a decrease of $8.6 million in advance from customers, contributed by the sales decrease in 2024Q4, and an increase of $0.4 million in accounts receivables, partially offset by the decrease of $2.1 million in inventories and the decrease of $4.3 million in prepayments and other current asset. ​ We incurred negative cash flow of $20.7 million from operating activities in 2023, primarily attributable to our net loss of $9.6 million, adjusted by the reconciliation of certain non-cash items of $2.5 million, which mainly included depreciation and amortization of $3.2 million, unrealized foreign exchange gain of $1.1 million and share-based compensation of $0.4 million.
In addition, we had net working capital deficit of $47.5 million as of December 31, 2023, and we may continue to experience net current liabilities in the future.
In addition, we had net working capital deficit of $50.6 million as of December 31, 2024, and we may continue to experience net current liabilities in the future. Nevertheless, at the end of December 2024, Shanghai Lanting obtained a one-year bank facility of $4,110 from a local bank.
These reserves are not distributable as cash dividends. In addition, registered share capital and capital reserve accounts are also restricted from distribution. ​ Recent Accounting Pronouncements ​ A list of recent accounting pronouncements that are relevant to us is included in Note 2 to our consolidated financial statements, which are included in this annual report. ​ C.
These reserves are not distributable as cash dividends. In addition, registered share capital and capital reserve accounts are also restricted from distribution.
The following table sets forth information of our total revenues by segment and product category in absolute amounts and as percentages of total revenues for the periods presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ ​ (U.S. dollars in thousands, except for percentage) ​ Revenues % of Total Revenues % of Total Revenues % of Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Product sales ​ ​ ​ Apparel ​ $ 274,212 61.4 ​ $ 399,518 79.3 ​ $ 518,272 82.3 Other general merchandise (1) ​ 160,958 36.1 ​ 92,431 18.4 ​ 98,968 15.8 Total product sales ​ 435,170 97.5 ​ 491,949 97.7 ​ 617,240 98.1 Services and others ​ 10,933 2.5 ​ 11,619 2.3 ​ 12,188 1.9 Total revenues ​ $ 446,103 100.0 ​ $ 503,568 100.0 ​ $ 629,428 100.0 (1) Includes products such as small accessories and gadgets, home garden, electronics and communication devices, and others. ​ 45 Table of Contents Product sales ​ We have primarily focused on selling apparel and other general merchandise.
The following table sets forth information of our total revenues by segment in absolute amounts and as percentages of total revenues for the periods presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ ​ (U.S. dollars in thousands, except for percentage) ​ Revenues % of Total Revenues % of Total Revenues % of Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Product sales $ 491,949 97.7 $ 617,240 98.1 $ 243,700 95.5 Services and others ​ 11,619 2.3 ​ 12,188 1.9 ​ 11,587 4.5 Total revenues ​ $ 503,568 100.0 ​ $ 629,428 100.0 ​ $ 255,287 100.0 ​ Product sales ​ In response to evolving market dynamics and consumer preferences, we are undergoing a strategic transformation from a traditional e-commerce retail into brand-focused apparel design with the launch of our new brands.
In addition, we recorded lower sales during the first quarter due to the decrease in consumers’ desire to purchase after the holiday seasons. ​ We expect our revenues from product sales to grow in the future as we continue to introduce new products and deepen our penetration of various geographic markets around the world.
In addition, we recorded lower sales during the first quarter due to the decrease in consumers’ desire to purchase after the holiday seasons. 53 Table of Contents Services and others ​ We also record revenues from the provision of logistics services to companies and individual customers.
Our critical accounting policies and practices include the following: (i) revenue recognition; (ii) leases; and (iii) income taxes. See Note 2—Summary of Significant Accounting Policies to our consolidated financial statements for the disclosure of these accounting policies. ​ ​
See Note 2—Summary of Significant Accounting Policies to our consolidated financial statements for the disclosure of these accounting policies. We believe the assessment of impairment of goodwill is the critical accounting estimate, which involve the most significant judgments used in the preparation of our financial statements.
Removed
Operating Results Overview ​ We are an online retailer that delivers products directly to consumers around the world.
Added
Operating Results Overview ​ We are currently undergoing a strategic transformation from e-commerce retail into brand-focused apparel design with the launch of our new brands. ​ We serve customers globally without incurring the costs and complexities associated with establishing a traditional multinational retail infrastructure. Our major markets are Europe, North and South America, Oceania and Asia.
Removed
We offer customers a convenient way to shop for a wide selection of products at attractive prices through www.lightinthebox.com , www.ezbuy.sg and our other websites as well as mobile applications, which are available in over 20 major languages and over 140 countries and regions.
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Product sales represented 97.7% and 98.1% of total revenues in 2022 and 2023, respectively. ​ The decrease in our revenues from product sales from $617.2 million in 2023 to $243.7 million in 2024 was primarily due to the intense competition across the e-commerce industry, and also due to the strategic transformation we are undergoing from e-commerce retail into brand-focused apparel.
Removed
By offering a wide variety of products at affordable prices, we hope to create a better lifestyle for people living in these countries and regions. ​ We target products that can offer our customers better choices and savings, such as apparels including men’s clothing, women’s clothing, baby and kids’ clothing, shoes and bags, wedding and event dresses, we also offer general merchandises including home garden products, lights, electronics and communication devices etc. ​ We serve customers globally without incurring the costs and complexities associated with establishing a traditional multinational retail infrastructure.
Added
The increase in the fulfillment expenses as a percentage of the total revenues from 2023 to 2024 was mainly due to decreased revenues from 2023 to 2024. ​ Selling and Marketing Expenses ​ Our selling and marketing expenses in 2022, 2023 and 2024 were $222.6 million, $302.7 million and $111.9 million, respectively. 58 Table of Contents Selling and marketing expenses as a percentage of our total revenues were 44.2%, 48.1% and 43.8% in 2022, 2023 and 2024, respectively.
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Our major markets are Europe, North and South America, Oceania and Asia.
Added
The increase in our selling and marketing expenses as a percentage of our total revenues from 2022 to 2023 was primarily due to the intensive competition for online apparel companies when we drove our revenue growth.
Removed
We expect to continue to focus on the growth in sales of apparel and expect that sales of apparel will continue to contribute considerably to our total revenues in the future. We face seasonality for the sale of our products.
Added
Share-based compensation expenses included in general and administrative expenses in 2022, 2023 and 2024 were $0.2 million, $0.4 million and $0.3 million, respectively.
Removed
We also expect to expand our customer base and increase product sales to each customer to drive our growth. ​ Services and others ​ We also record revenues from the provision of logistics to companies and individual customers globally.
Added
As of the date of issuance of the consolidated financial statements, we have drawn down approximately $0.7 million from the bank facility.
Removed
As we expanded our warehouse network to accommodate increase in purchase orders and provide better coverage of our target markets, our fulfillment expenses increased in absolute amount when compared with last year.
Added
Cash and Asset Flows Through Our Organization LightInTheBox Holding Co., Ltd., our Cayman Islands holding company may transfer cash to its wholly owned subsidiaries by making capital contributions or providing intra-group loans, subject to certain restrictions under the applicable local laws, including the laws of mainland China.
Removed
We expect that as our business continues to grow and as we achieve economies of scale, our fulfillment cost as a percentage of our total revenues will decrease in the future. ​ Selling and Marketing Expenses . Selling and marketing expenses include marketing program expenses and marketing personnel expenses.
Added
For the year ended December 31, 2024, LightInTheBox Holding Co., Ltd. transferred cash of $0.05 million to its wholly owned subsidiary, Ador E-commerce Inc, as capital injection.
Removed
Revenues from apparel sales accounted for 61.4%, 79.3% and 82.3% of our total revenues in 2021, 2022 and 2023, respectively. ​ Product sales ​ The increase in our revenues from product sales from $435.2 million in 2021 to $491.9 million in 2022 was primarily contributed by our wide selection of value-for-money products, our quality customer base, which consists of a vital generation, middle class consumers 40-year-old and older who have higher disposal income, and our on-going R&D efforts to improve our efficiency to target customers and increase customers’ shopping experience.
Added
For the years ended December 31, 2022, 2023 and 2024, LightInTheBox Holding Co., Ltd. received cash transfers of US$2.2 million, US$4.2 million and US$1.9 million, respectively, from our wholly owned Hong Kong subsidiary, Light In The Box Limited.
Removed
Product sales represented 97.5% and 97.7% of total revenues in 2021 and 2022, respectively. ​ The increase in our revenues from product sales from $491.9 million in 2022 to $617.2 million in 2023 was primarily due to our continuous efforts dedicated to offering high value-for-money products along with a pleasant and convenient online shopping experience.
Added
For the years ended December 31, 2022, 2023 and 2024, no assets other than above cash transactions were transferred between our Cayman Islands holding company and a subsidiary, no subsidiaries paid dividends or made other distributions to the holding company. For further details, please see Note 20 to our audited consolidated financial statements included in this annual report.
Removed
The increase in our cost of product sales from $223.4 million in 2022 to $266.0 million in 2023 was primarily due to the increase of product sales. ​ Cost of services and others ​ The increase in our cost of services and others from $4.2 million in 2021 to $5.1 million in 2022 was primarily because of the increase in costs as a result of the increase in our revenues from services and others.
Added
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. ​ As of the date of this annual report, no dividends or distributions were made to LightInTheBox Holding Co., Ltd. by our subsidiaries, and no dividends or distributions have been made to U.S. investors.
Removed
As of December 31, 2023, we had approximately $71.7 million in cash and cash equivalents and restricted cash. ​ We believe that our current cash and cash equivalents will be sufficient to meet the expenses and other expenditures required for our business operations for the 12 months from the issuance of this annual report.
Added
We currently intend to retain most, if not all, of our available funds and any future earnings to operate and transform our business and we have no present plan to pay any dividends on our ordinary shares in the foreseeable future. See “Item 8. Financial Information—A.
Removed
In the event that we continue to experience net current liabilities, we may seek to issue debt or equity securities or obtain credit facilities. Any issuance of equity securities could cause dilution for our shareholders. Any incurrence of indebtedness could increase our debt service obligations and subject us to restrictive operating and financial covenants.
Added
Consolidated Statements and Other Financial Information—Dividend Policy.” Under the laws and regulations of mainland China, cash transfers, distributions or dividend payments from our PRC subsidiaries to entities or individuals outside of mainland China, including to LightInTheBox Holding Co., Ltd. and U.S. investors, are subject to PRC government control of currency conversion and the satisfaction of applicable government registration and approval requirements for cross-border cash transfers.
Added
Current PRC regulations permit our PRC subsidiaries to pay dividends to us only out of their accumulated after-tax profits upon satisfaction of relevant statutory conditions and procedures, if any, determined in accordance with Chinese accounting standards and regulations.
Added
In addition, our PRC subsidiaries are required to set aside at least 10% of its after-tax profits each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of its registered capital. These reserves, together with the registered capital, are not distributable as cash dividends.
Added
Additionally, if our PRC subsidiaries incur debt on its own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends or make other distributions to us. In addition, the revenue and assets of our PRC subsidiaries are denominated in Renminbi, which is not freely convertible into other currencies.
Added
As a result, any restriction on currency exchange may limit the ability of our PRC subsidiaries to pay dividends to us, including to LightInTheBox Holding Co., Ltd. and U.S. investors.
Added
However, we generate all cash from operating activities from countries outside of the PRC, and we do not expect to distribute cash from our PRC subsidiaries to subsidiaries outside of mainland China.
Added
Currently, there are no restrictions (1) of transferring funds between LightInTheBox Holding Co., Ltd., our Cayman Islands holding company, and its subsidiaries in Hong Kong or other jurisdictions, or (2) of distributing earnings from LightInTheBox Holding Co., Ltd. and its subsidiaries in Hong Kong or other jurisdictions to U.S. investors.
Added
For the tax obligations of an investment in our ADSs and/or ordinary shares, please see “Item 10. Additional Information—E. Taxation—Material United States Federal Income Tax Considerations.” ​ 62 Table of Contents See “Item 18.
Added
Financial Statements” for additional details. ​ As we generate all of our revenue from countries outside of the PRC, we do not expect to rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

27 edited+19 added−2 removed49 unchanged
Dr. Wu’s main research area is supply chain management, and he has worked on numerous consulting projects for companies in China and the UK. Dr. Wu obtained his bachelor’s degree in management from Tsinghua University in 2004 and his Ph.D. degree in management from Tsinghua University in 2010. Before joining Sichuan University, Dr.
Wu’s main research area is supply chain management, and he has worked on numerous consulting projects for companies in China and the UK. Dr. Wu obtained his bachelor’s degree in management from Tsinghua University in 2004 and his Ph.D. degree in management from Tsinghua University in 2010. Before joining Sichuan University, Dr.
Qi was responsible for its overall strategic planning, investments and management. Mr. Qi has been executive director and co-chief executive officer of Zall since July 2018. Mr. Qi has extensive experiences in operating and managing supply chains, investing in the development of e-commerce platforms, strategic planning and the management and deployment of resources globally. Mr.
Qi was responsible for its overall strategic planning, investments and management. Mr. Qi has been executive director and co-chief executive officer of Zall group since July 2018. Mr. Qi has extensive experiences in operating and managing supply chains, investing in the development of e-commerce platforms, strategic planning and the management and deployment of resources globally. Mr.
Each committee’s members and functions are as follows. ​ Audit Committee ​ Our audit committee consists of Dr. Hanhua Wang, Dr. Peng Wu and Dr. Lei Deng. Dr. Hanhua Wang is the chairman of our audit committee and satisfies the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC. Each of Dr.
Each committee’s members and functions are as follows. ​ Audit Committee ​ Our audit committee consists of Dr. Hanhua Wang, Mr. Peng Wu and Mr. Lei Deng. Dr. Wang is the chairman of our audit committee and satisfies the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC. Each of Dr.
Deng satisfies the requirements for an “independent director” within the meaning of Section 303A of the New York Stock Exchange Listed Company Manual and meets the criteria for independence set forth in Rule 10A-3 of the United States Securities Exchange Act of 1934, as amended, or the Exchange Act. ​ The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company.
Wang satisfies the requirements for an “independent director” within the meaning of Section 303A of the New York Stock Exchange Listed Company Manual and meets the criteria for independence set forth in Rule 10A-3 of the United States Securities Exchange Act of 1934, as amended, or the Exchange Act. ​ The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company.
Lian worked at New Oriental Education & Technology Group (EDU.US; 09901.HK). He holds an MBA from Hong Kong University of Science and Technology and a bachelor’s degree in Law from Ji’nan University. ​ Ge Yan has served as our director since March 2023. Ms. Yan received her bachelor’s degree in International Management from King’s College London.
Lian worked at New Oriental Education & Technology Group (NYSE: EDU; 09901.HK). He holds an MBA from Hong Kong University of Science and Technology and a bachelor’s degree in Law from Ji’nan University. ​ Ge Yan has served as our director since March 2023. Ms. Yan received her bachelor’s degree in International Management from King’s College London.
Qi is the executive director and co-chief executive director of Zall Smart Commerce Group Ltd. (HKSE Code: 2098). Mr. Qi is also one of the founding team members of Shenzhen Sinoagri E-Commerce Co, Ltd., an online agricultural procurement and distribution service provider, and served as its co-president and vice chairman from 2010 to 2017. Mr.
Qi is the executive director and co-chief executive officer of Zall Smart Commerce Group Ltd. (HKSE Code: 2098). Mr. Qi is also one of the founding team members of Sinoagri E-Commerce Co, Ltd., an online agricultural procurement and distribution service provider, and served as its co-president and vice chairman from 2010 to 2017. Mr.
The directors may exercise all the powers of our company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, and to issue debentures or other securities whether outright or as security for any debt obligations of our company or of any third parties. 62 Table of Contents Qualification ​ There is no requirement for our directors to own any shares in our company in order for them to qualify as a director. ​ Terms of Directors and Executive Officers ​ Our officers are elected by and serve at the discretion of our board of directors.
The directors may exercise all the powers of our company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, and to issue debentures or other securities whether outright or as security for any debt obligations of our company or of any third parties. ​ Qualification ​ There is no requirement for our directors to own any shares in our company in order for them to qualify as a director. ​ Terms of Directors and Executive Officers ​ Our officers are elected by and serve at the discretion of our board of directors.
Wang has Bachelor degree in Psychology and Master degree in Education Psychology from East China Normal University in China, and PH.D. degree in Education Psychology University of Nebraska-Lincoln in the United States. ​ Peng Wu has been our independent director since January 2019. Dr. Wu has been a professor and vice dean of Business School in Sichuan University since 2017.
Wang has Bachelor degree in Psychology and Master degree in Education Psychology from East China Normal University in China, and PH.D. degree in Education Psychology University of Nebraska-Lincoln in the United States. ​ Peng Wu has been our independent director since January 2019. Dr. Wu has been a professor of Business School in Sichuan University since 2017. Dr.
The administrator of the Plans may upon or in anticipation of a corporate transaction, accelerate awards or modify the terms of the awards. ​ Vesting Schedule . The administrator of the Plans may determine the vesting schedule and may provide additional vesting conditions in the award agreement to each optionee. ​ 60 Table of Contents Amendment and Termination .
The administrator of the Plans may upon or in anticipation of a corporate transaction, accelerate awards or modify the terms of the awards. ​ Vesting Schedule . The administrator of the Plans may determine the vesting schedule and may provide additional vesting conditions in the award agreement to each optionee. ​ 69 Table of Contents Amendment and Termination .
She received her master’s degree in Regional and Urban Planning Studies from the London School of Economics and Political Science. Ms. Yan is currently pursuing her Doctor of Philosophy in Population Medicine at Peking Union Medical College. ​ 57 Table of Contents Wei Yu has served as our director since March 2023. Mr.
She received her master’s degree in Regional and Urban Planning Studies from the London School of Economics and Political Science. Ms. Yan is currently pursuing her Doctor of Philosophy in Population Medicine at Peking Union Medical College. ​ Wei Yu has served as our director since March 2023. Mr.
Prior to joining our company, Mr. He was the founder and chief executive officer of Ezbuy, a Singapore-based leading cross-border e-commerce platform founded in 2010, which we acquired in December 2018. Prior to founding Ezbuy, Mr. He worked in the semiconductor industry for nine years including at GlobalFoundries and SMIC.
He was the founder and chief executive officer of Ezbuy, a Singapore-based leading cross-border e-commerce platform founded in 2010, which we acquired in December 2018. Prior to founding Ezbuy, Mr. He worked in the semiconductor industry for nine years including at GlobalFoundries and SMIC.
Wu worked at South China University of Technology and Cambridge University. ​ Lei Deng has served as our independent director since April 2020. Dr. Deng is currently an equity partner in Zhong Lun Law Firm since January 2020. Before joining Zhong Lun Law Firm, Dr.
Wu worked at South China University of Technology and Cambridge University. ​ 66 Table of Contents Lei Deng has served as our independent director since April 2020. Dr. Deng is currently an equity partner in Zhong Lun Law Firm since January 2020. Before joining Zhong Lun Law Firm, Dr.
We do not separately set aside any amounts for pensions, retirement or other benefits for our executive officers, other than pursuant to relevant statutory requirements. ​ Employment Agreements ​ We have entered into employment agreements with each of our executive officers. We may terminate their employment for cause.
We do not separately set aside any amounts for pensions, retirement or other benefits for our executive officers, other than pursuant to relevant statutory requirements. ​ 67 Table of Contents Employment Agreements ​ We have entered into employment agreements with each of our executive officers. We may terminate their employment for cause.
Board Practices ​ We have ten directors, three of whom are independent directors, on our board of directors. Any director on our board may be removed by way of an ordinary resolution of shareholders.
Board Practices ​ We have eleven directors, three of whom are independent directors, on our board of directors. Any director on our board may be removed by way of an ordinary resolution of shareholders.
We do not have service contracts with any of our directors that would provide our directors with benefits upon their termination. ​ D. Employees ​ Employees ​ As of December 31, 2021, 2022 and 2023, we had 971, 816 and 667 full-time employees, respectively. Our employees are mainly based in Singapore, the PRC, Malaysia, the United States and Netherlands.
We do not have service contracts with any of our directors that would provide our directors with benefits upon their termination. ​ D. Employees ​ Employees ​ As of December 31, 2022, 2023 and 2024, we had 816, 667 and 422 full-time employees, respectively. Our employees are mainly based in Singapore, the PRC, Malaysia and the United States.
Share Ownership ​ For information regarding the share ownership of our directors and officers, see “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders.” For information as to stock options granted to our directors, executive officers and other employees, see “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plans.” ​ F.
Share Ownership ​ For information regarding the share ownership of our directors and officers, see “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders.” For information as to stock options granted to our directors, executive officers and other employees, see “Item 6. Directors, Senior Management and Employees—B.
Prior to joining the Company, Ms. Ye has worked in various companies and public accounting firm including Alibaba (NYSE: BABA), Trunkbow International Holdings Ltd. (NASDAQ: TBOW) and Deloitte Touche Tohmatsu. Ms. Ye obtained her bachelor’s degree from Guangdong University of Foreign Studies in Accounting. Ms.
Prior to joining the Company, Ms. Ye has worked in various companies and public accounting firm including Alibaba (NYSE: BABA), Trunkbow International Holdings Ltd. (NASDAQ: TBOW) and Deloitte Touche Tohmatsu. Ms. Ye obtained her bachelor’s degree from Guangdong University of Foreign Studies in Accounting. Ms. Ye is a Certified Public Accountant in the United States. ​ B.
The following table sets forth the number of our employees by function as of December 31, 2023: ​ ​ ​ ​ ​ Number of Employees Fulfillment 171 Selling and Marketing 213 Technology, Research and Development 203 General and Administrative 80 Total 667 ​ We believe that we offer our employees competitive compensation packages and, as a result, we have generally been able to attract and retain qualified personnel and maintain a stable management team. ​ We generally enter into standard employment contracts with our employees, which contain non-compete provisions.
The following table sets forth the number of our employees by function as of December 31, 2024: ​ ​ ​ ​ ​ Number of Employees Fulfillment 105 Selling and Marketing 154 Technology, Research and Development 108 General and Administrative 55 Total 422 ​ We believe that we offer our employees competitive compensation packages and, as a result, we have generally been able to attract and retain qualified personnel and maintain a stable management team. ​ We generally enter into standard employment contracts with our employees, which contain non-compete provisions.
Qi obtained his bachelor’s degree in corporate management from Shenzhen University and has completed an EMBA program at the China Europe International Business School. ​ Zhentao Wang has been our director since July 2015. Mr. Wang is the founder and chairman of the board of directors of AoKang.
Qi obtained his bachelor’s degree in corporate management from Shenzhen University and has completed an EMBA program at the China Europe International Business School. ​ 65 Table of Contents Zhentao Wang has been our director since July 2015. Mr. Wang is the founder and controlling person of AoKang.
The total amounts of contributions we made to employee benefit plans in 2021, 2022 and 2023 were $7.1 million, $6.6 million and $6.8 million, respectively. ​ We believe that we have a good working relationship with our employees and we have not experienced any significant labor disputes. E.
The total amounts of contributions we made to employee benefit plans in 2022, 2023 and 2024 were $6.6 million, $6.8 million and $4.4 million, respectively. ​ 72 Table of Contents We believe that we have a good working relationship with our employees and we have not experienced any significant labor disputes. E.
Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation ​ Not applicable. ​ 63 Table of Contents
Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation ​ Not applicable. ​
She joined the Company in December 2018, and was responsible for the operations of LightInTheBox’s in North America and of Ezbuy Singapore. From 2010 to 2018, Ms. Liu, one of the founders of Ezbuy, served as CEO of Ezbuy Singapore. Ms.
She joined the Company in December 2018, and was responsible for the development of the group’s branding strategies and the operations in Singapore. From 2010 to 2018, Ms. Liu, one of the founders of Ezbuy, served as CEO of Ezbuy Singapore. Ms.
The compensation committee is responsible for, among other things: ​ ● approving and overseeing the compensation package for our chief executive officer and chief financial officer; 61 Table of Contents ● reviewing and making recommendations to the board of directors with respect to the compensation of our directors; ● reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer and chief financial officer, evaluating the performance of our chief executive officer and chief financial officer in light of those goals and objectives, and setting the compensation level of our chief executive officer and chief financial officer based on such evaluation; and ● reviewing periodically and making recommendations to the board regarding any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans. ​ Corporate Governance and Nominating Committee ​ Our corporate governance and nominating committee consist of Dr.
Wang satisfies the requirements for an “independent director” within the meaning of Section 303A of the New York Stock Exchange Listed Company Manual. 70 Table of Contents The compensation committee is responsible for, among other things: ​ ● approving and overseeing the compensation package for our chief executive officer and chief financial officer; ● reviewing and making recommendations to the board of directors with respect to the compensation of our directors; ● reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer and chief financial officer, evaluating the performance of our chief executive officer and chief financial officer in light of those goals and objectives, and setting the compensation level of our chief executive officer and chief financial officer based on such evaluation; and ● reviewing periodically and making recommendations to the board regarding any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans. ​ Corporate Governance and Nominating Committee ​ Our corporate governance and nominating committee consist of Dr.
The business address of each of our directors and executive officers is LightInTheBox Holding Co., Ltd., 4 Pandan Crescent #03-03 Logos eHub, Singapore (128475). ​ ​ ​ ​ ​ ​ Name Age Position/Title Jian He 43 Chairman of the Board, Chief Executive Officer and Director Zhiping Qi 51 Vice Chairman of the Board Zhentao Wang 58 Director Xiongping Yu 48 Director Meng Lian 44 Director Ge Yan 26 Director Wei Yu 41 Director Hanhua Wang 60 Independent Director Peng Wu 41 Independent Director Lei Deng 45 Independent Director Bin Shi 45 Chief Technology Officer Wenyu Liu 39 Chief Growth Officer Yuanjun Ye 44 Chief Financial Officer ​ 56 Table of Contents Biographical Information ​ Jian He has served as our chairman of the board of directors since March 2023 and our chief executive officer and director since November 2018.
The business address of each of our directors and executive officers is LightInTheBox Holding Co., Ltd., 4 Pandan Crescent #03-03 Logos eHub, Singapore (128475). ​ ​ ​ ​ ​ ​ Name Age Position/Title Zhi Yan ​ 52 ​ Chairman of the Board and Director Jian He 44 Chief Executive Officer and Director Zhiping Qi 52 Vice Chairman of the Board and Director Zhentao Wang 59 Director Xiongping Yu 49 Director Meng Lian 45 Director Ge Yan 27 Director Wei Yu 42 Director Hanhua Wang 61 Independent Director Peng Wu 42 Independent Director Lei Deng 46 Independent Director Bin Shi 46 Chief Technology Officer Wenyu Liu 40 Chief Growth Officer Yuanjun Ye 45 Chief Financial Officer ​ Biographical Information ​ Zhi Yan has served as our chairman of the board of directors and director since August 2024.
As of February 29, 2024, we had 179,000 unvested restricted shares and 5,734,080 unexercised share options outstanding under the Plans. ​ 59 Table of Contents The following table summarizes the share options and restricted shares granted to our employees under the Plans that were outstanding as of February 29, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Ordinary ​ ​ ​ ​ ​ ​ ​ Shares Underlying Exercise ​ ​ ​ ​ ​ ​ Outstanding Options ​ Price ​ ​ ​ ​ Name and restricted shares ($/Share) Grant Date Expiration Date Our Employees 22,700 2.50 ​ June 20, 2014 Ten years from the grant date ​ 9,900 2.25 ​ June 2, 2015 Ten years from the grant date ​ 3,000,000 0.04 ​ October 2, 2020 Ten years from the grant date ​ 80,000 0.04 ​ December 29, 2021 Ten years from the grant date ​ 1,300,000 0.25 ​ October 24, 2022 Ten years from the grant date ​ 44,444 0.01 ​ December 28, 2023 Ten years from the grant date ​ 77,036 0.81 ​ December 28, 2023 Ten years from the grant date ​ 1,200,000 0.30 ​ December 28, 2023 Ten years from the grant date ​ 10,000 — ​ September 15, 2022 NA ​ 40,000 — ​ March 27, 2023 NA ​ 40,000 — ​ March 31, 2023 NA ​ 40,000 — ​ June 19, 2023 NA ​ 14,000 — ​ July 1, 2023 NA ​ ​ 6,000 ​ — ​ July 6, 2023 ​ NA ​ 29,000 — ​ January 1, 2024 ​ NA ​ We have historically determined the exercise price of shares granted under the Plans based on a number of factors, such as the type of awards, the length of time in which such employees were with our company, the function of such employees and the price of our preferred share issuances.
As of February 28, 2025, we had 104,000 unvested restricted shares and 6,842,494 unexercised share options outstanding under the Plans. ​ 68 Table of Contents The following table summarizes the share options and restricted shares granted to our employees under the Plans that were outstanding as of February 28, 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Ordinary ​ ​ ​ ​ ​ ​ ​ Shares Underlying Exercise ​ ​ ​ ​ ​ ​ Outstanding Options ​ Price ​ ​ ​ ​ Name and restricted shares ($/Share) Grant Date Expiration Date Our Employees 9,900 2.25 ​ June 2, 2015 Ten years from the grant date ​ 3,000,000 0. 4 ​ October 2, 2020 Ten years from the grant date ​ 80,000 0. 4 ​ December 29, 2021 Ten years from the grant date ​ 1,280,000 0.25 ​ October 24, 2022 Ten years from the grant date ​ 37,038 0.3 ​ December 28, 2023 Ten years from the grant date ​ 155,556 0.005 ​ December 28, 2023 Ten years from the grant date ​ 920,000 0.33 ​ June 1, 2024 Ten years from the grant date ​ 1,360,000 0.33 ​ July 30, 2024 Ten years from the grant date ​ 20,000 — ​ March 27, 2023 NA ​ 20,000 — ​ January 1, 2024 NA ​ 24,000 — ​ March 1, 2023 NA ​ 40,000 — ​ May 6, 2024 NA ​ We have historically determined the exercise price of shares granted under the Plans based on a number of factors, such as the type of awards, the length of time in which such employees were with our company, the function of such employees and the price of our preferred share issuances.
Compensation of Directors and Executive Officers ​ In 2023, we and our subsidiaries paid an aggregate cash compensation and benefits (excluding equity-based grants) of approximately $1.7 million to our directors and executive officers as a group and did not grant RSUs, options or rights to our directors and executive officers.
Compensation of Directors and Executive Officers ​ In 2024, we and our subsidiaries paid an aggregate cash compensation and benefits (excluding equity-based grants) of approximately $1.5 million to our directors and executive officers as a group and granted RSUs, options or rights to acquire an aggregate of 755,556 ordinary shares (equivalent to 62,963 ADSs) to our directors and executive officers.
The guidelines are not intended to change or interpret any laws, or our amended and restated memorandum and articles of association. ​ Remuneration and Borrowing ​ The directors may determine remuneration to be paid to the directors. The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors.
The guidelines are not intended to change or interpret any laws, or our amended and restated memorandum and articles of association. ​ 71 Table of Contents To strengthen our internal communication between management and board of directors, our board of directors has adopted a guideline on reporting material information, to illustrate the relevant information that needs to be reported to the board of directors in a timely manner.
Removed
Ye is a Certified Public Accountant in the United States. ​ 58 Table of Contents B.
Added
Mr. Yan has previously served as the Company’s director from March 2016 to March 2023. Mr. Yan has extensive investment and corporate management experience in various industries, including commercial property, wholesale markets, finance, real estate, logistics, commerce and aviation. Mr. Yan is the founder, chief executive officer and chairman of the board of directors of Zall Smart Commerce Group Ltd.
Removed
Hanhua Wang. Dr. Wang satisfies the requirements for an “independent director” within the meaning of Section 303A of the New York Stock Exchange Listed Company Manual.
Added
(HKSE Code: 2098). He is primarily responsible for the group’s overall business and investment strategies and oversees the group’s project planning, business and operation management. Mr. Yan is also a non-executive director and chairman of the board of directors of Wuhan Hanshang Group (SSE Code: 600774), as well as an independent director of DouYu International Holdings Limited (Nasdaq: DOYU). Mr.
Added
Yan received a master’s degree in business administration for senior executives from Wuhan University in February 2008 and an executive master’s degree in business administration from Cheung Kong Graduate School of Management in 2013. In June 2018, Mr.
Added
Yan was awarded a Doctorate in Chinese History from Wuhan University. ​ Jian He has served as our chief executive officer and director since November 2018 and served as our chairman of the board of directors from March 2023 to August 2024. Prior to joining our company, Mr.
Added
Hanhua Wang, Mr. Zhiping Qi and Xiongping Yu. Dr.
Added
Such relevant information including (i) changes in business strategy, (ii) quarterly financial performance reporting, (iii) entering material contracts, (iv) receiving inquiry letters or other information from any regulatory authorities and our management’s draft response and (v) external announcement or statement (including media and regulatory authorites) etc. ​ Remuneration and Borrowing ​ The directors may determine remuneration to be paid to the directors.
Added
The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors.
Added
Compensation—Share Incentive Plans.” ​ Enforceability of Civil Liabilities ​ Our business operations are primarily conducted in Singapore, Hong Kong, mainland China and the United States. Among our directors and officers, Mr. Zhi Yan, Mr. Jian He, Mr. Zhiping Qi, Mr. Zhentao Wang, Mr. Xiongping Yu, Mr. Meng Lian, Ms. Ge Yan, Mr. Wei Yu, Mr. Peng Wu, Mr.
Added
Lei Deng, Mr. Bin Shi and Ms. Yuanjun Ye mainly reside in mainland China, while the other directors and officers all reside in the United States, and all or a substantial portion of their assets are located outside of the United States.
Added
As a result, it may be difficult for a shareholder to effect service of process within the United States upon these individuals, to bring an action against us or these individuals in the United States, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. ​ The United States and the Cayman Islands do not have a treaty providing for reciprocal recognition and enforcement of judgments of U.S. courts in civil and commercial matters and that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers, predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) entertain original actions brought in the Cayman Islands against us or our directors or officers, predicated upon the securities laws of the United States or any state in the United States.
Added
A judgment obtained in any federal or state court in the United States will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (i) is given by a foreign court of competent jurisdiction, (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (iii) is final and conclusive, (iv) is not in respect of taxes, a fine or a penalty, (v) is not inconsistent with a Cayman Islands judgment in respect of the same matter, and (vi) is not impeachable on the grounds of fraud and was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. ​ However, the Cayman Islands courts are unlikely to enforce a judgment obtained from the United States courts under the civil liability provisions of the securities laws if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are ​ penal or punitive in nature.
Added
A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. ​ There is uncertainty as to whether the courts of mainland China would: ​ ● recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or ​ ● entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States. ​ 73 Table of Contents The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law.
Added
Courts of mainland China may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law and other applicable laws and regulations based either on treaties between mainland China and the country where the judgment is made or on principles of reciprocity between jurisdictions.
Added
Mainland China does not have any treaties or other form of reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. As such, the courts of mainland China will review and determine the applicability of the reciprocity principle on a case-by-case basis and the length of the procedure is uncertain.
Added
In addition, according to the PRC Civil Procedures Law, courts in mainland China will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest.
Added
As a result, it is uncertain whether and on what basis a court of mainland China would enforce a judgment rendered by a court in the United States or in the Cayman Islands.
Added
Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRC law against a company in mainland China for disputes if they can establish sufficient nexus to mainland China for a court of mainland China to have jurisdiction, and meet other procedural requirements.
Added
It will be, however, difficult for U.S. shareholders to originate actions against us in mainland China in accordance with PRC laws because we are incorporated under the laws of the Cayman Islands and it will be difficult for U.S. shareholders, by virtue only of holding the ADSs or ordinary shares, to establish a connection to mainland China for a court of mainland China to have jurisdiction as required under the PRC Civil Procedures Law. ​ Furthermore, the United States and Hong Kong do not have a bilateral treaty or multilateral convention in force on reciprocal recognition and enforcement of judgments.
Added
As a result, any United States judgment is enforceable in Hong Kong pursuant to the common law regime in Hong Kong for recognizing and enforcing foreign judgments, which provides that a foreign judgment is enforceable if (i) it is final and conclusive on the merits, (ii) the judgment has been rendered by a court of competent jurisdiction, (iii) the judgment must be for a fixed sum of money, (iv) the judgment must be between the same parties as those before the Hong Kong court, and (v) enforcement of the judgment is not a breach of natural justice or against public policy. ​ F.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

12 edited+2 added−15 removed5 unchanged
IDG China Venture Capital Fund IV L.P., IDG China IV Investors L.P. and IDG China Venture Capital Fund GP IV Associates Ltd. are collectively referred to in this annual report as the IDG Entities. The directors of IDG China Venture Capital Fund GP IV Associates Ltd. are Chi Sing Ho and Quan Zhou.
IDG China Venture Capital Fund IV L.P. and IDG China IV Investors L.P. are collectively referred to in this annual report as the IDG Entities. The directors of IDG China Venture Capital Fund GP IV Associates Ltd. are Chi Sing Ho and Quan Zhou.
AOGANG International, a limited liability company incorporated under the laws of Hong Kong, is directly and wholly owned by AoKang, a company incorporated under the laws of the Peoples’ Republic of China. Mr. Zhentao Wang is the chairman of the board and controlling person of AoKang and the sole director of AOGANG International.
AOGANG International, a limited liability company incorporated under the laws of Hong Kong, is directly and wholly owned by AoKang, a company incorporated under the laws of the Peoples’ Republic of China. Mr. Zhentao Wang is the controlling person of AoKang and the sole director of AOGANG International.
Major Shareholders ​ The following table sets forth information with respect to beneficial ownership of our ordinary shares as of February 29, 2024 by: ​ ● each of our directors and executive officers; and ​ ● each person known to us to beneficially own 5% and more of our ordinary shares. ​ Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
Major Shareholders ​ The following table sets forth information with respect to beneficial ownership of our ordinary shares as of February 28, 2025 by: ​ ● each of our directors and executive officers; and ● each person known to us to beneficially own 5% and more of our ordinary shares. ​ Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
The address of the principal office of AoKang is Aokang Industrial Park, Dongou Industrial District, Oubei Town, Yongjia County, Zhejiang Province, People’s Republic of China. 65 Table of Contents (8) Represents (i) 10,787,626 ordinary shares held by IDG China Venture Capital Fund IV L.P., a limited partnership organized under the laws of the Cayman Islands, and (ii) 1,381,154 ordinary shares held by IDG China IV Investors L.P., a limited partnership organized under the laws of the Cayman Islands.
The address of the principal office of AoKang is Aokang Industrial Park, Dongou Industrial District, Oubei Town, Yongjia County, Zhejiang Province, People’s Republic of China. 75 Table of Contents (5) Represents (a) 10,787,626 ordinary shares held by IDG China Venture Capital Fund IV L.P., a limited partnership organized under the laws of the Cayman Islands, and (b) 1,381,154 ordinary shares held by IDG China IV Investors L.P., a limited partnership organized under the laws of the Cayman Islands.
Of the total outstanding shares of AoKang: (i) AoKang Investment Holdings Co., Ltd. in which Mr. Zhentao Wang and Mr. Chen Wang (son of Mr. Zhentao Wang) directly holds 90% and 10%, respectively, of its total outstanding shares, directly holds 27.73%, (ii) Mr. Zhentao Wang directly holds 15.10%, (iii) Mr. Jinquan Wang (brother of Mr.
Of the total outstanding shares of AoKang: (a) AoKang Investment Holdings Co., Ltd. in which Mr. Zhentao Wang and Mr. Chen Wang (son of Mr. Zhentao Wang) directly holds 90% and 10%, respectively, of its total outstanding shares, directly holds 27.73%, (b) Mr. Zhentao Wang directly holds 15.10%, (c) Mr. Jinquan Wang (brother of Mr. Zhentao Wang) directly holds 4.98%.
Based on a review of our register of members, we believe that as of February 29, 2024, 91,652,392 ordinary shares, representing approximately 41.2% of our total outstanding shares, were held by three record shareholders, which includes 91,652,392 ordinary shares held of record by The Bank of New York Mellon, the depositary of our ADS program.
Based on a review of our register of members, we believe that as of February 28, 2025, 89,948,302 ordinary shares, representing approximately 40.8% of our total outstanding shares, were held by three record shareholders, which includes 89,948,302 ordinary shares held of record by The Bank of New York Mellon, the depositary of our ADS program.
Zhentao Wang and the president and a director of AoKang) directly holds 4.98%. The registered address of AOGANG International is Rm 216, 2/F, 343 King’s Road, North Point, Hong Kong.
The registered address of AOGANG International is Rm 216, 2/F, 343 King’s Road, North Point, Hong Kong.
These shares, however, are not included in the computation of the percentage ownership of any other person. ​ The calculations in the table below is based on 222,336,185 ordinary shares outstanding as of February 29, 2024, being the total ordinary shares issued and outstanding based on our register of members maintained by our Cayman Islands share registrar, excluding (1) ordinary shares represented by the ADSs repurchased by the Company; (2) ordinary shares issued to the depositary that are issuable upon the exercise of share options outstanding and vesting of restricted shares issued to employees, or reserved for future award grants under our Plans; and (3) ordinary shares underlying restricted shares issued to the grantees under the Plan that are in the process of being cancelled. ​ ​ ​ ​ ​ ​ ​ Name Number Percent Directors and Executive Officers: ​ Jian He (1) 55,485,472 25.0 % Wei Yu (2) ​ 50,305,270 ​ 22.6 % Zhentao Wang (3) 24,553,810 11.0 % Meng Lian (4) ​ 12,168,780 ​ 5.5 % Wenyu Liu 5,149,848 2.3 % Bin Shi * * ​ Yuanjun Ye * * ​ All directors and executive officers as a group 149,286,714 67.1 % ​ ​ ​ ​ ​ ​ Principal Shareholders: ​ ​ ​ Conner Growth Holding Limited (5) ​ 53,505,470 ​ 24.1 % Zall Entities (6) 50,305,270 22.6 % AOGANG International (Hong Kong) Corporation Limited (7) 24,553,810 11.0 % IDG Entities (8) 12,168,780 5.5 % Notes: ​ * Less than 1% of our total outstanding shares. 64 Table of Contents (1) Represents (a) 40,890,738 ordinary shares and 3,526,857 ADSs, representing 7,053,714 ordinary shares held by Conner Growth Holding Limited (“Conner”), (b) 3,706,620 ordinary shares and 347,313 ADSs, representing 694,626 ordinary shares held by Ezbuy Talents Holding Limited (“Ezbuy Talents”), (c) 579,886 ADSs, representing 1,159,772 ordinary shares held by Itelite Holding Limited (“Itelite”), and (d) 990,001 ADSs, representing 1,980,002 ordinary shares held by Jian He.
These shares, however, are not included in the computation of the percentage ownership of any other person. ​ 74 Table of Contents The calculations in the table below is based on 220,668,763 ordinary shares outstanding as of February 28, 2025, being the total ordinary shares issued and outstanding based on our register of members maintained by our Cayman Islands share registrar, excluding (1) ordinary shares represented by the ADSs repurchased by the Company; (2) ordinary shares issued to the depositary that are issuable upon the exercise of share options outstanding and vesting of restricted shares issued to employees, or reserved for future award grants under our Plans; and (3) ordinary shares underlying restricted shares issued to the grantees under the Plan that are in the process of being cancelled. ​ ​ ​ ​ ​ ​ ​ Name Number Percent Directors and Executive Officers: ​ Zhi Yan (1) 56,021,732 25.4 % Jian He (2) ​ 52,821,224 ​ 23.9 % Zhentao Wang (3) 24,553,810 11.1 % Wenyu Liu ​ 5,149,848 ​ 2.3 % Bin Shi * * ​ Yuanjun Ye * * ​ All directors and executive officers as a group 140,170,130 63.5 % ​ ​ ​ ​ Principal Shareholders: ​ ​ ​ ​ ​ Zall Development Investment Company Limited (1) 50,000,000 22.7 % Conner Growth Holding Limited (2) ​ 48,704,224 ​ 22.1 % AOGANG International (Hong Kong) Corporation Limited (4) 24,553,810 11.1 % IDG Entities (5) 12,168,780 5.5 % Notes: ​ * Less than 1% of our total outstanding shares. ​ (1) Represents (a) 50,000,000 ordinary shares, representing 4,166,666 ADSs held by Zall Development Investment Company Limited (“Zall Development Investment”), (b) 6,021,732 ordinary shares representing 501,811 ADSs held by Mr.
The total purchase price was $1,544 thousand and the transaction was fully settled as of December 31, 2021. ​ Employment Agreements ​ See “Item. 6 Directors, Senior Management and Employees—B. Compensation—Employment Agreements.” ​ Share Options ​ See “Item. 6 Directors, Senior Management and Employees—B. Compensation—Share Incentive Plan.” ​ C. Interests of Experts and Counsel ​ Not applicable. ​
Related Party Transactions ​ Not applicable. ​ Employment Agreements ​ See “Item. 6 Directors, Senior Management and Employees—B. Compensation—Employment Agreements.” ​ Share Options ​ See “Item. 6 Directors, Senior Management and Employees—B. Compensation—Share Incentive Plan.” ​ C. Interests of Experts and Counsel ​ Not applicable. ​
For a description of the beneficial ownership of our ordinary shares by AOGANG International, see Note 7 below. Mr. Wang disclaims beneficial ownership of our ordinary shares held by AOGANG International, except to the extent of his pecuniary interest in these shares.
Wang disclaims beneficial ownership of our ordinary shares held by AOGANG International, except to the extent of his pecuniary interest in these shares. (4) Represents 20,260,082 ordinary shares and 357,810 ADSs representing 4,293,728 ordinary shares held by AOGANG International.
Such change of control events include: (a) a merger, amalgamation, consolidation or similar transaction involving our company, (b) the filing of a petition for a scheme of arrangement involving our company, or the giving of consent to such a filing or the co-operation by our company in the making of such filing, and (c) a sale, transfer or other disposition of all or substantially all of the assets of our company. ​ As of February 29, 2024, 222,336,185 of our ordinary shares were issued and outstanding, being the total ordinary shares issued and outstanding based on our register of members maintained by our Cayman Islands share registrar, excluding (1) ordinary shares represented by the ADSs repurchased by the Company; (2) ordinary shares issued to the depositary that are issuable upon the exercise of share options outstanding and vesting of restricted shares issued to employees, or reserved for future award grants under our 2008 Plan and 2019 Plan; and (3) ordinary shares underlying restricted shares issued to the grantees under the Plans that are in the process of being cancelled.
The registered office of IDG Entities is Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. ​ As of February 28, 2025, 220,668,763 of our ordinary shares were issued and outstanding, being the total ordinary shares issued and outstanding based on our register of members maintained by our Cayman Islands share registrar, excluding (1) ordinary shares represented by the ADSs repurchased by the Company; (2) ordinary shares issued to the depositary that are issuable upon the exercise of share options outstanding and vesting of restricted shares issued to employees, or reserved for future award grants under our 2008 Plan and 2019 Plan; and (3) ordinary shares underlying restricted shares issued to the grantees under the Plans that are in the process of being cancelled.
For a description of the beneficial ownership of our ordinary shares by Zall Development Investment and Zall Development HK, see Note 6 below. Mr. Yu is a director designated by Zall entities. (3) Represents 20,260,082 ordinary shares and 2,146,864 ADSs representing 4,293,728 ordinary shares held by AOGANG International.
The registered address of Conner is Sea Meadow House, P.O. Box 116. Road Town, Tortola, British Virgin Islands. (3) Represents 20,260,082 ordinary shares and 357,810 ADSs representing 4,293,728 ordinary shares held by AOGANG International. For a description of the beneficial ownership of our ordinary shares by AOGANG International, see Note 4 below. Mr.
Removed
For a description of the beneficial ownership of our ordinary shares by Mr. He, see Note 5 below. Mr. He, chairman of the board of directors and a director of the Company, is the sole beneficial owner and the sole director of Conner, Ezbuy Talents, Itelite.
Added
Zhi Yan. Mr. Yan, the chairman of the board of directors and a director of the Company, is the sole beneficial owner of Zall Development Investment. The address of the principal office of Zall Development Investment is Suite 2101, 21 Floor, Two Exchange Square, Central, Hong Kong.
Removed
(2) Represents 42,500,000 ordinary shares and 3,750,000 ADSs representing 7,500,000 ordinary shares held by Zall Development Investment Company Limited, or Zall Development Investment, and 152,635 ADSs representing 305,270 ordinary shares held by Zall Development (HK) Holding Company Limited, or Zall Development HK.
Added
(2) Represents (a) 48,704,224 ordinary shares, representing 4,058,685 ADSs held by Conner Growth Holding Limited (“Conner”), (b) 343,083 ADSs, representing 4,117,000 ordinary shares held by Jian He. Mr. He, CEO and a director of the Company, is the sole beneficial owner and the sole director of Conner. Conner was incorporated in the British Virgin Islands.
Removed
(4) Represents (i) 10,787,626 ordinary shares held by IDG China Venture Capital Fund IV L.P., a limited partnership organized under the laws of the Cayman Islands, and (ii) 1,381,154 ordinary shares held by IDG China IV Investors L.P..
Removed
For a description of the beneficial ownership of our ordinary shares by IDG China Venture Capital Fund IV L.P. and IDG China IV Investors L.P., see Note 8 below. Mr. Lian is a director designated by IDG entities.
Removed
(5) Represents (a) 40,890,738 ordinary shares and 3,526,857 ADSs, representing 7,053,714 ordinary shares held by Conner, (b) 3,706,620 ordinary shares and 347,313 ADSs, representing 694,626 ordinary shares held by Ezbuy Talents, and (c) 579,886 ADSs, representing 1,159,772 ordinary shares held by Itelite. Itelite, Ezbuy Talents and Conner were incorporated in the British Virgin Islands.
Removed
Itelite is directly and wholly owned by Ezbuy Talents and Ezbuy Talents is directly and wholly owned by Conner. Mr. Jian He, chairman of the board of directors, CEO and a director of the Company, is the sole beneficial owner and the sole director of Conner. The registered address of Conner, Ezbuy Talents and Itelite is Intershore Chambers, P.O.
Removed
Box 4342, Road Town, Tortola, British Virgin Islands. (6) Represents 42,500,000 ordinary shares and 3,750,000 ADSs representing 7,500,000 ordinary shares held by Zall Development Investment Company Limited, or Zall Development Investment, and 152,635 ADSs representing 305,270 ordinary shares held by Zall Development (HK) Holding Company Limited, or Zall Development HK.
Removed
Zall Development Investment, a company incorporated in the British Virgin Islands, is directly and wholly owned by Mr. Yan.
Removed
Zall Development HK, a limited liability company incorporated under the laws of Hong Kong, is directly and wholly owned by Zall Development (BVI) Holding Company Limited, or Zall Development BVI, a company incorporated in the British Virgin Islands, which is a wholly owned subsidiary of Zall Smart Commerce Group Ltd, or Zall Smart Commerce. Mr.
Removed
Zhi Yan is the founder, co-chairman of the board of directors, co-chief executive officer and an executive director of Zall Smart Commerce and holds his beneficial interest in Zall Smart Commerce through Zall Development Investment. Zall Development BVI, Zall Development HK, Zall Smart Commerce and Zall Development Investment are collectively referred to in this annual report as Zall Entities.
Removed
The address of the principal office of Zall Entities is Suite 2101, 21 Floor, Two Exchange Square, Central, Hong Kong. ​ (7) Represents 20,260,082 ordinary shares and 2,146,864 ADSs representing 4,293,728 ordinary shares held by AOGANG International.
Removed
The registered office of IDG Entities is Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. ​ We have one class of ordinary shares, and each holder of our ordinary shares is entitled to one vote per share.
Removed
However, in matters related to change of control, pursuant to our amended and restated memorandum and articles of association, Conner Growth Holding Limited, Binlight PTE.
Removed
LTD and Beathena Holding Limited were entitled to three votes per share for each ordinary share registered in their names in the register of members of the Company, and each other holder is entitled to one vote per share.
Removed
Related Party Transactions ​ We signed a share transfer agreement with Yew Tee Global Investment Pte. Ltd., a company controlled by our managements, in 2021, to acquire the remaining 20% of the issued share capital of Avant Logistic Service PTE.LTD. Upon the share transfer, Avant Logistic Service PTE.LTD became a wholly-owned subsidiary of Ezbuy.

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