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Niu Technologies

Niu TechnologiesNIUEarnings & Financial Report

Nasdaq · transport industry

Niu Technologies is an electric scooter company headquartered in Beijing, China. Yan Li has been its CEO and COO since December 2017.

What changed in Niu Technologies's 20-F — 2023 vs 2024

Top changes in Niu Technologies's 2024 20-F

422 paragraphs added · 388 removed · 314 edited across 4 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

110 edited+50 added−23 removed626 unchanged
Our financial and operating performance may be adversely affected by epidemics or other public health crises. Our financial and operating performance may be materially and adversely affected by the outbreak of epidemics or other public health crises.
Our financial and operating performance may be materially and adversely affected by the outbreak of epidemics or other public health crises.
It is uncertain whether any new laws or regulations of mainland China relating to variable interest entity structures will be adopted or, if adopted, what they would provide.
It is uncertain whether any new laws or regulations of mainland China relating to variable interest entity structures will be adopted or, if adopted, what they would provide.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
In May 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021.
In May 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021.
Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions.
Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions.
Any failure to obtain or delay in obtaining such approval or completing such review or filing procedures under the Overseas Listing Trial Measures or otherwise, for any future securities offerings and listings outside of mainland China, including but not limited to follow-on offerings and secondary listings, could subject us to restrictions and penalties imposed by the CSRC, which could include fines and penalties on our operations in mainland China, delays to or restrictions on the repatriation of the proceeds from our offshore offerings into mainland China, restrictions on or delays to our future offshore financing transactions, or other actions that could materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the trading price of our ADSs. 9 Table of Contents As of the date of this annual report, under current PRC laws, regulations and rules, we, our mainland China subsidiaries and the VIE are not required to obtain permissions from the CSRC, or go through a cybersecurity review by the CAC, or obtain permission or approval from other PRC government authorities with respect to the previous issuances of securities by our company to foreign investors.
Any failure to obtain or delay in obtaining such approval or completing such review or filing procedures under the Overseas Listing Trial Measures or otherwise, for any future securities offerings and listings outside of mainland China, including but not limited to follow-on offerings and secondary listings, could subject us to restrictions and penalties imposed by the CSRC, which could include fines and penalties on our operations in mainland China, delays to or restrictions on the repatriation of the proceeds from our offshore offerings into mainland China, restrictions on or delays to our future offshore financing transactions, or other actions that could materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the trading price of our ADSs. 8 Table of Contents As of the date of this annual report, under current PRC laws, regulations and rules, we, our mainland China subsidiaries and the VIE are not required to obtain permissions from the CSRC, or go through a cybersecurity review by the CAC, or obtain permission or approval from other PRC government authorities with respect to the previous issuances of securities by our company to foreign investors.
Risk Factors— Risks Related to Our Corporate Structure—Uncertainties exist with respect to the interpretation and implementation of the newly enacted Foreign Investment Law of the PRC and how it may impact the viability of our current corporate structure, corporate governance and business operations.” 5 Table of Contents The Holding Foreign Companies Accountable Act Pursuant to the Holding Foreign Companies Accountable Act, which was enacted on December 18, 2020 and further amended by the Consolidated Appropriations Act, 2023 signed into law on December 29, 2022, or the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our shares or the ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
Risk Factors— Risks Related to Our Corporate Structure—Uncertainties exist with respect to the interpretation and implementation of the newly enacted Foreign Investment Law of the PRC and how it may impact the viability of our current corporate structure, corporate governance and business operations.” 4 Table of Contents The Holding Foreign Companies Accountable Act Pursuant to the Holding Foreign Companies Accountable Act, which was enacted on December 18, 2020 and further amended by the Consolidated Appropriations Act, 2023 signed into law on December 29, 2022, or the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our shares or the ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
Foreign ownership of certain of our businesses including value-added telecommunication services is subject to restrictions under current PRC laws and regulations. For example, foreign investors are not allowed to own more than 50% of the equity interests in a value-added telecommunication service provider (excluding e-commerce, domestic multi-party communications, data collection and transmission services and call centers).
Foreign ownership of certain of our businesses including value-added telecommunication services is subject to restrictions under current PRC laws and regulations. For example, foreign investors in general are not allowed to own more than 50% of the equity interests in a value-added telecommunication service provider (excluding e-commerce, domestic multi-party communications, data collection and transmission services and call centers).
Risk Factors—Risks Related to Doing Business in China—We may rely on dividends and other distributions on equity paid by our mainland China subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our mainland China subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business” and “—Mainland China’s regulation of loans to and direct investment in mainland China entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of our offshore offerings to make loans to or make additional capital contributions to our mainland China subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.” 8 Table of Contents Permissions Required from the PRC Government Authorities for Our Operations We conduct our business primarily through our subsidiaries and the VIE in mainland China.
Risk Factors—Risks Related to Doing Business in China—We may rely on dividends and other distributions on equity paid by our mainland China subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our mainland China subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business” and “—Mainland China’s regulation of loans to and direct investment in mainland China entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of our offshore offerings to make loans to or make additional capital contributions to our mainland China subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.” ​ 7 Table of Contents Permissions Required from the PRC Government Authorities for Our Operations We conduct our business primarily through our subsidiaries and the VIE in mainland China.
However, our PRC legal counsel has also advised us that there are substantial uncertainties regarding the interpretation and application of current and future laws, regulations and rules of mainland China. Accordingly, the PRC regulatory authorities may take a view that is contrary to the opinion of our PRC legal counsel.
However, our PRC legal counsel has also advised us that there are uncertainties regarding the interpretation and application of current and future laws, regulations and rules of mainland China. Accordingly, the PRC regulatory authorities may take a view that is contrary to the opinion of our PRC legal counsel.
If the PRC government deems that our contractual arrangements with the variable interest entity do not comply with the regulatory restrictions on foreign investment in the relevant industries in mainland China, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations, and our ADSs may decline in value or become worthless, if we are unable to assert contractual control over the assets of the VIE and its subsidiaries which contributes to a majority of our revenues in 2023.
If the PRC government deems that our contractual arrangements with the variable interest entity do not comply with the regulatory restrictions on foreign investment in the relevant industries in mainland China, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations, and our ADSs may decline in value or become worthless, if we are unable to assert contractual control over the assets of the VIE and its subsidiaries which contributes to a majority of our revenues in 2024.
Substantially all of our revenues are expected to be derived in mainland China in the near future and most of our operations, including all of our manufacturing, is conducted in mainland China. Accordingly, our results of operations, financial condition and prospects are influenced by economic, political and legal developments in China.
Most of our revenues are expected to be derived in mainland China in the near future and most of our operations, including all of our manufacturing, is conducted in mainland China. Accordingly, our results of operations, financial condition and prospects are influenced by economic, political and legal developments in China.
However, we cannot assure you that our insurance coverage is sufficient to prevent us from any loss or that we will be able to successfully claim our losses under our current insurance policy on a timely basis, or at all, which may adversely affect our financial condition and results of operations. 30 Table of Contents We have granted, and may continue to grant, options and other types of awards under our share incentive plan, which may result in increased share-based compensation expenses.
However, we cannot assure you that our insurance coverage is sufficient to prevent us from any loss or that we will be able to successfully claim our losses under our current insurance policy on a timely basis, or at all, which may adversely affect our financial condition and results of operations. 29 Table of Contents We have granted, and may continue to grant, options and other types of awards under our share incentive plan, which may result in increased share-based compensation expenses.
If we are found to be in violation of applicable laws and regulations, we could be subject to administrative punishment, including fines, injunctions, recalls or asset seizures, as well as potential criminal sanctions, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects. 23 Table of Contents In addition, future material changes in industry standards, laws and regulations, such as increased restrictions on manufacturers, could result in increased operating costs or affect our ordinary operations, which could also have a material adverse effect on our operations and our financial results.
If we are found to be in violation of applicable laws and regulations, we could be subject to administrative punishment, including fines, injunctions, recalls or asset seizures, as well as potential criminal sanctions, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects. 22 Table of Contents In addition, future material changes in industry standards, laws and regulations, such as increased restrictions on manufacturers, could result in increased operating costs or affect our ordinary operations, which could also have a material adverse effect on our operations and our financial results.
International sales and operations may be subject to risks such as: ● limited brand recognition (compared with our home market in China); ● costs associated with establishing new distribution networks; ● difficulty to find qualified partners for overseas distribution; ● inability to anticipate foreign consumers’ preferences and customs; ● difficulties in staffing and managing foreign operations; ● burdens of complying with a wide variety of local laws and regulations, including personal data protection, battery, motor, packaging and labeling; ● political and economic instability; 25 Table of Contents ● trade restrictions; ● lesser degrees of intellectual property protection; ● tariffs and customs duties and the classifications of our goods by applicable governmental bodies; and ● a legal system subject to undue influence or corruption.
International sales and operations may be subject to risks such as: ● limited brand recognition (compared with our home market in China); ● costs associated with establishing new distribution networks; ● difficulty to find qualified partners for overseas distribution; ● inability to anticipate foreign consumers’ preferences and customs; ● difficulties in staffing and managing foreign operations; ● burdens of complying with a wide variety of local laws and regulations, including personal data protection, battery, motor, packaging and labeling; ● political and economic instability; ● trade restrictions; ● lesser degrees of intellectual property protection; ● tariffs and customs duties and the classifications of our goods by applicable governmental bodies; and ● a legal system subject to undue influence or corruption.
Such recalls, whether voluntary or involuntary or caused by systems or components engineered or manufactured by us or our suppliers, could involve significant expense and could adversely affect our brand image in our target markets, as well as our business, prospects, financial condition and results of operations. 21 Table of Contents Our marketing strategy of appealing to and growing sales to a more diversified group of users may not continue to be successful.
Such recalls, whether voluntary or involuntary or caused by systems or components engineered or manufactured by us or our suppliers, could involve significant expense and could adversely affect our brand image in our target markets, as well as our business, prospects, financial condition and results of operations. 20 Table of Contents Our marketing strategy of appealing to and growing sales to a more diversified group of users may not continue to be successful.
(2) It represents the elimination of inter-company balances among our company, our WFOE, other subsidiaries of our company and the VIE and its subsidiaries. (3) It represents the elimination of the investment in the VIE and our subsidiaries. (4) It represents the elimination of the inter-company technical services, marketing services, research and development services and inter-company sales.
(2) The elimination represents the inter-company balances among our company, our WFOE, other subsidiaries of our company and the VIE and its subsidiaries. (3) The elimination represents the investment in the VIE and our subsidiaries. (4) The elimination represents the inter-company technical services, marketing services, research and development services and inter-company sales.
Additionally, changes in business conditions, force majeure, governmental changes and other factors beyond our control or that we do not presently anticipate could also affect our suppliers’ ability to deliver components to us on a timely basis. ​ 20 Table of Contents We incur significant costs related to procuring components and raw materials required to manufacture and assemble our products.
Additionally, changes in business conditions, force majeure, governmental changes and other factors beyond our control or that we do not presently anticipate could also affect our suppliers’ ability to deliver components to us on a timely basis. ​ 19 Table of Contents We incur significant costs related to procuring components and raw materials required to manufacture and assemble our products.
We may face competition from both domestic players and established international electric scooter manufacturers. 18 Table of Contents Moreover, some of the mass-market electric scooter manufactures have also been adopting lithium-ion battery and app connectivity technologies to enter the electric two-wheeled vehicles market, which further intensifies direct competition.
We may face competition from both domestic players and established international electric scooter manufacturers. 17 Table of Contents Moreover, some of the mass-market electric scooter manufactures have also been adopting lithium-ion battery and app connectivity technologies to enter the electric two-wheeled vehicles market, which further intensifies direct competition.
For purposes of this hypothetical example, the table above assumes a maximum tax scenario under which the full withholding tax would be applied. The table above has been prepared under the assumption that all profits of the VIE will be distributed as fees to our mainland China subsidiaries under tax neutral contractual arrangements.
For purposes of this hypothetical example, the table above assumes a maximum tax scenario under which the full withholding tax would be applied. 6 Table of Contents The table above has been prepared under the assumption that all profits of the VIE will be distributed as fees to our mainland China subsidiaries under tax neutral contractual arrangements.
We may expend substantial resources developing and marketing new products that may not achieve expected sales levels. 19 Table of Contents Additionally, our competitive advantage also depends on the smart features and data services we provide to our users. Our smart e-scooters are connected to our NIU app.
We may expend substantial resources developing and marketing new products that may not achieve expected sales levels. 18 Table of Contents Additionally, our competitive advantage also depends on the smart features and data services we provide to our users. Our smart e-scooters are connected to our NIU app.
Additionally, we receive from time to time letters alleging infringement of patents, trademarks or other intellectual property rights by us. ​ 22 Table of Contents As our patents may expire and may not be extended, our patent applications may not be granted and our patent rights may be contested, circumvented, invalidated or limited in scope, our patent rights may not protect us effectively.
Additionally, we receive from time to time letters alleging infringement of patents, trademarks or other intellectual property rights by us. ​ 21 Table of Contents As our patents may expire and may not be extended, our patent applications may not be granted and our patent rights may be contested, circumvented, invalidated or limited in scope, our patent rights may not protect us effectively.
We normally enter into one-year procurement agreements with our external suppliers and expect to continue to rely on external suppliers for a substantial percentage of our production requirements in the future. We had one supplier accounting for greater than 10% of our total purchases in each of 2021, 2022 and 2023.
We normally enter into one-year procurement agreements with our external suppliers and expect to continue to rely on external suppliers for a substantial percentage of our production requirements in the future. We had one supplier accounting for greater than 10% of our total purchases in each of 2022, 2023 and 2024.
We have obtained the China Compulsory Certification for all of our current products, and will try to obtain the China Compulsory Certification for our future products.
We have obtained the China Compulsory Certification for all of our current products for sale, and will try to obtain the China Compulsory Certification for our future products.
The VIE contributed a majority of our consolidated total revenues in 2021, 2022 and 2023. We have relied and expect to continue to rely on contractual arrangements with the VIE and its shareholders to conduct our business. These contractual arrangements may not be as effective as direct ownership in the VIE.
The VIE contributed a majority of our consolidated total revenues in 2022, 2023 and 2024. We have relied and expect to continue to rely on contractual arrangements with the VIE and its shareholders to conduct our business. These contractual arrangements may not be as effective as direct ownership in the VIE.
For this reason, we were not identified as a Commission-Identified Issuer under the HFCAA after we filed our annual report on Form 20-F for the fiscal year ended December 31, 2022 and do not expect to be so identified after we file this annual report on Form 20-F for the fiscal year ended December 31, 2023.
For this reason, we were not identified as a Commission-Identified Issuer under the HFCAA after we filed our annual report on Form 20-F for the fiscal year ended December 31, 2023 and do not expect to be so identified after we file this annual report on Form 20-F for the fiscal year ended December 31, 2024.
For this reason, we were not identified as a Commission-Identified Issuer under the HFCAA after we filed the annual report on Form 20-F for the fiscal year ended December 31, 2022 and do not expect to be so identified after we file this annual report on Form 20-F for the fiscal year ended December 31, 2023.
For this reason, we were not identified as a Commission-Identified Issuer under the HFCAA after we filed the annual report on Form 20-F for the fiscal year ended December 31, 2023 and do not expect to be so identified after we file this annual report on Form 20-F for the fiscal year ended December 31, 2024.
Business Overview—Regulations—Regulations Relating to Production of E-Scooter—Regulations on Production of Electric Bicycle” and “—Regulations on Qualification of Production of Electric Motorcycle.” Furthermore, the electric bicycles and motorcycles must pass various tests, undergo a certification process and finally be affixed with China Compulsory Certification prior to being delivered from the factory, being sold or being used in any commercial case, and such certification is also subject to periodic renewal.
Business Overview—Regulations—Regulations Relating to Production of E-Scooter—Regulations on Production of Electric Bicycle” and “—Regulations on Qualification of Production of Electric Motorcycle.” 23 Table of Contents Furthermore, the electric bicycles and motorcycles must pass various tests, undergo a certification process and finally be affixed with China Compulsory Certification prior to being delivered from the factory, being sold or being used in any commercial case, and such certification is also subject to periodic renewal.
A series of contractual agreements, including power of attorney, second amended and restated equity pledge agreement, amended and restated exclusive business cooperation agreements, second amended and restated exclusive option agreements and spousal consent letters, have been entered into by and among our subsidiaries, the VIE and its shareholders.
A series of contractual agreements, including power of attorney, third amended and restated equity pledge agreement, amended and restated exclusive business cooperation agreements, third amended and restated exclusive option agreements and spousal consent letters, have been entered into by and among our subsidiaries, the VIE and its shareholders.
For the years ended December 31, 2021, 2022 and 2023, no assets other than cash were transferred between Niu Technologies and a subsidiary, the VIE or its subsidiary, no subsidiaries paid dividends or made other distributions to Niu Technologies, and no dividends or distributions were paid or made to U.S. investors.
For the years ended December 31, 2022, 2023 and 2024, no assets other than cash were transferred between Niu Technologies and a subsidiary, the VIE or its subsidiary, no subsidiaries paid dividends or made other distributions to Niu Technologies, and no dividends or distributions were paid or made to U.S. investors.
However, our operating results could suffer if we do not generate revenues consistent with our expectations for this seasonal demand because many of our procurement are based on anticipated levels of annual revenues and past years’ pattern of reasonability.
However, our operating results could suffer if we do not generate revenues consistent with our expectations for this seasonal demand because certain of our procurement are based on anticipated levels of annual revenues and past years’ pattern of reasonability.
Pursuant to such Special Administrative Measures, if a domestic company engaging in the prohibited business stipulated in the 2021 Negative List seeks an overseas offering and listing, it shall obtain the approval from the competent government authorities.
Pursuant to such Special Administrative Measures, if a domestic company engaging in the prohibited business stipulated in the 2024 Negative List seeks an overseas offering and listing, it shall obtain the approval from the competent government authorities.
To the extent any pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this annual report. We are subject to changing laws and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.
To the extent any pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this annual report. 32 Table of Contents We are subject to changing laws and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.
As of the same date, we had 316 applications for patents and trademarks pending in mainland China, Europe and other jurisdictions. For our pending applications, we cannot assure you that we will be granted patents pursuant to our pending applications.
As of the same date, we had 211 applications for patents and trademarks pending in mainland China, Europe and other jurisdictions. For our pending applications, we cannot assure you that we will be granted patents pursuant to our pending applications.
There remain uncertainties as to the interpretation and implementation of the 2021 Negative List, and it is unclear as to whether and to what extent listed companies like us will be subject to these new requirements.
There remain uncertainties as to the interpretation and implementation of the 2024 Negative List, and it is unclear as to whether and to what extent listed companies like us will be subject to these new requirements.
We rely on cloud servers maintained by cloud service providers to store our data, and all of the data we collected are hosted at third-party cloud service providers. 27 Table of Contents Problems with our cloud service providers or the telecommunications network providers with whom they contract could adversely affect the user experience delivered by us.
We rely on cloud servers maintained by cloud service providers to store our data, and all of the data we collected are hosted at third-party cloud service providers. Problems with our cloud service providers or the telecommunications network providers with whom they contract could adversely affect the user experience delivered by us.
Accordingly, yearly or quarterly comparisons of our operating results may not be useful and our operating results in any particular period will not necessarily be indicative of the results to be expected for any future period. 29 Table of Contents An economic downturn or economic uncertainty may adversely affect consumer discretionary spending and demand for our products and services.
Accordingly, yearly or quarterly comparisons of our operating results may not be useful and our operating results in any particular period will not necessarily be indicative of the results to be expected for any future period. An economic downturn or economic uncertainty may adversely affect consumer discretionary spending and demand for our products and services.
The VIE and its subsidiaries hold assets that are important to our operations, and they contributed a majority of our consolidated total revenues in 2021, 2022 and 2023.
The VIE and its subsidiaries hold assets that are important to our operations, and they contributed a majority of our consolidated total revenues in 2022, 2023 and 2024.
We were formed in September 2014, and we launched our first product, the NQi Series scooter, in June 2015. Despite experiencing experienced significant growth since our inception, we have been facing uncertainties and pressures since 2022, which have affected our growth and results of operations.
We were formed in September 2014, and we launched our first product, the NQi Series scooter, in June 2015. Despite experiencing significant growth since our inception, we have been facing uncertainties and pressures since 2022 that have affected our growth and results of operations.
The cash inflows of Niu Technologies were primarily generated from the proceeds received from Niu Technologies’ public offerings of ordinary shares, other financing activities and cash generated from our operating activities. F or the years ended December 31, 2021, 2022 and 2023 , Niu Technologies did not provide any capital contributions or loans to our mainland China subsidiaries .
The cash inflows of Niu Technologies were primarily generated from the proceeds received from Niu Technologies’ public offerings of ordinary shares, other financing activities and cash generated from our operating activities. For the years ended December 31, 2022, 2023 and 2024, Niu Technologies did not provide any capital contributions or loans to our mainland China subsidiaries.
Business Overview—Regulations—Regulations Relating to Production of E-Scooter—Regulations on Product Quality.” 24 Table of Contents We retain certain personal information about our users and may be subject to various privacy and consumer protection laws.
Business Overview—Regulations—Regulations Relating to Production of E-Scooter—Regulations on Product Quality.” We retain certain personal information about our users and may be subject to various privacy and consumer protection laws.
Therefore, our contractual arrangements with the VIE may not be as effective as direct ownership. We may lose the ability to use and enjoy assets held by the VIE and its subsidiaries that are important to our business if the VIE and its subsidiaries declare bankruptcy or become subject to a dissolution or liquidation proceeding.
Therefore, our contractual arrangements with the VIE may not be as effective as direct ownership. 37 Table of Contents We may lose the ability to use and enjoy assets held by the VIE and its subsidiaries that are important to our business if the VIE and its subsidiaries declare bankruptcy or become subject to a dissolution or liquidation proceeding.
Our management has concluded that our internal control over financial reporting was effective as of December 31, 2023. See “Item 15.
Our management has concluded that our internal control over financial reporting was effective as of December 31, 2024. See “Item 15.
For the years ended December 31, 2021, 2022 and 2023, the VIE did not receive loans provided by Niu Technologies .
For the years ended December 31, 2022, 2023 and 2024, the VIE did not receive loans provided by Niu Technologies.
For the years ended December 31, 2021, 2022 and 2023, our subsidiaries did not provide capital contributions to the VIE.
For the years ended December 31, 2022, 2023 and 2024, our subsidiaries did not provide capital contributions to the VIE.
The Overseas Listing Trial Measures comprehensively improve and reform the existing regulatory regime for overseas offering and listing of mainland China domestic companies’ securities and regulate both direct and indirect overseas offering and listing of mainland China domestic companies’ securities by adopting a filing-based regulatory regime. 40 Table of Contents According to the Overseas Listing Trial Measures, (i) a mainland China domestic company that seeks to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedure and report certain information to the CSRC; if a mainland China domestic company fails to complete the filing procedure or conceals any material fact or falsifies any major content in its filing documents, such company may be subject to administrative penalties, such as rectification orders, warnings and fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines; (ii) if such company meets both of the following conditions, the overseas offering and listing shall be determined as an indirect overseas offering and listing by a mainland China domestic company: (a) any of the total assets, net assets, revenues or profits of the domestic operating entities of the company in the most recent fiscal year account for more than 50% of the corresponding figure in the company’s audited consolidated financial statements for the same period; (b) its major operational activities are carried out in mainland China or its main places of business are located in mainland China, or the senior managers in charge of operation and management of the company are mostly PRC citizens or have their usual place(s) of residence located in mainland China.
According to the Overseas Listing Trial Measures, (i) a mainland China domestic company that seeks to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedure and report certain information to the CSRC; if a mainland China domestic company fails to complete the filing procedure or conceals any material fact or falsifies any major content in its filing documents, such company may be subject to administrative penalties, such as rectification orders, warnings and fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines; (ii) if such company meets both of the following conditions, the overseas offering and listing shall be determined as an indirect overseas offering and listing by a mainland China domestic company: (a) any of the total assets, net assets, revenues or profits of the domestic operating entities of the company in the most recent fiscal year account for more than 50% of the corresponding figure in the company’s audited consolidated financial statements for the same period; (b) its major operational activities are carried out in mainland China or its main places of business are located in mainland China, or the senior managers in charge of operation and management of the company are mostly PRC citizens or have their usual place(s) of residence located in mainland China.
Our ability to achieve or maintain profitability therefore may be adversely affected if labor cost and inflation continue to rise in the future. We may need additional capital, and financing may not be available on terms acceptable to us, or at all.
Our ability to achieve or maintain profitability therefore may be adversely affected if labor cost and inflation continue to rise in the future. 28 Table of Contents We may need additional capital, and financing may not be available on terms acceptable to us, or at all.
Token Yilin Hu, our former director and vice president, and 17.3% owned by Mr. Carl Chuankai Liu, are Class B ordinary shares. Messrs. Yan Li, Token Yilin Hu and Carl Chuankai Liu collectively beneficially own an aggregate of 16,542,020 Class B ordinary shares, which represented 32.3% of our total voting power as of February 29, 2024. Therefore, Messrs.
Token Yilin Hu, our former director and vice president, and 17.3% owned by Mr. Carl Chuankai Liu, are Class B ordinary shares. Messrs. Yan Li, Token Yilin Hu and Carl Chuankai Liu collectively beneficially own an aggregate of 16,542,020 Class B ordinary shares, which represented 32.2% of our total voting power as of February 28, 2025. Therefore, Messrs.
In addition, an independent registered public accounting firm must attest to and report on the effectiveness of the company’s internal control over financial reporting. 26 Table of Contents In connection with the preparation of our financial statements for the fiscal year ended December 31, 2023, we did not identify any material weakness in our internal controls and our financial reporting.
In addition, an independent registered public accounting firm must attest to and report on the effectiveness of the company’s internal control over financial reporting. In connection with the preparation of our financial statements for the fiscal year ended December 31, 2024, we did not identify any material weakness in our internal controls and our financial reporting.
These permissions and approvals include, among others, China Compulsory Certification, the Value-added Telecommunications Business Operation Licenses for Information Services via Internet, Production License for National Industrial Products, and Motorcycle Production Access Certificate. For more information, see “Item 4. Information on the Company—B.
These permissions and approvals include, among others, China Compulsory Certification, the Value-added Telecommunications Business Operation Licenses for Information Services via Internet, and Motorcycle Production Access Certificate. For more information, see “Item 4. Information on the Company—B.
Business Overview —Intellectual Property.” Statutory laws and regulations are subject to judicial interpretation and enforcement and may lack consistency. Contractual rights may be breached by counterparties, and there may not be adequate remedies available to us for any such breach.
Business Overview —Intellectual Property.” Statutory laws and regulations are subject to judicial interpretation and enforcement and may involve uncertainties. Contractual rights may be breached by counterparties, and there may not be adequate remedies available to us for any such breach.
A major breach of our network security and systems could create serious negative consequences for our businesses and future prospects, including possible fines, penalties, reduced customer demand for our products and harm to our reputation and brand. See “Item 4. Information on the Company—B. Business Overview—Regulations” for further details.
A major breach of our network security and systems could create serious negative consequences for our businesses and future prospects, including possible fines, penalties, reduced customer demand for our products and harm to our reputation and brand. See “Item 4. Information on the Company—B.
As a result of these contractual arrangements, we conduct the business operations and are the primary beneficiary of the VIE and hence consolidate its financial results and its subsidiaries into our consolidated financial statements under U.S. GAAP. See “Item 4. Information on the Company—C. Organizational Structure” for further details.
As a result of these contractual arrangements, we conduct the business operations and are the primary beneficiary of the VIE and hence consolidate its financial results and its subsidiaries into our consolidated financial statements under U.S. GAAP. See “Item 4. Information on the Company—C.
The shareholders of the VIE may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition. Currently, each of Token Yilin Hu, Yi’nan Li, Yuqin Zhang and Changlong Sheng holds 89.74%, 5.00%, 2.63% and 2.63% of the equity interest in the VIE, respectively.
The shareholders of the VIE may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition. Currently, each of Token Yilin Hu, Changlong Sheng and Yi’nan Li holds 89.74%, 5.26% and 5.00% of the equity interest in the VIE, respectively.
Revenues contributed by the VIE accounted for 99.8%, 99.7%, and 99.6% of our total revenues for the year ended December 31, 2021, 2022 and 2023, respectively.
Revenues contributed by the VIE accounted for 99.7%, 99.6% and 98.8% of our total revenues for the year ended December 31, 2022, 2023 and 2024, respectively.
As of December 31, 2023, options to purchase 1,330,130 Class A ordinary shares and nil restricted share units had been granted and were outstanding under the Amended and Restated 2016 Plan, excluding options or restricted share units that were forfeited or canceled after the relevant grant dates.
As of December 31, 2024, options to purchase 1,140,400 Class A ordinary shares and nil restricted share units had been granted and were outstanding under the Amended and Restated 2016 Plan, excluding options or restricted share units that were forfeited or canceled after the relevant grant dates.
Risk Factors Summary of Risk Factors Investing in the ADSs involves significant risks. You should carefully consider all of the information in this annual report before making an investment in the ADSs. Below please find a summary of the principal risks we face, organized under relevant headings.
You should carefully consider all of the information in this annual report before making an investment in the ADSs. Below please find a summary of the principal risks we face, organized under relevant headings.
Business Overview—Regulations.” Furthermore, the PRC government has taken steps to limit the method and manner that the internet companies may apply when using the algorithms.
Business Overview—Regulations.” 33 Table of Contents Furthermore, the PRC government has taken steps to limit the method and manner that the internet companies may apply when using the algorithms.
The amount of capital contributions that we may make to the WFOE is RMB220.0 million, without obtaining approvals from SAFE or other government authorities.
The amount of capital contributions that we may make to the WFOE is RMB220.0 million, without obtaining approvals from State Administration of Foreign Exchange, or SAFE, or other government authorities.
Assuming that we are the owner of the VIE (including its respective subsidiaries, if any) for United States federal income tax purposes, we do not believe we were a PFIC for the taxable year ended December 31, 2023 and we do not presently expect to be a PFIC for the current taxable year or the foreseeable future. 55 Table of Contents While we do not expect to become a PFIC, because the value of our assets for purposes of the asset test may be determined by reference to the market price of the ADSs, fluctuations in the market price of the ADSs may cause us to become a PFIC for the current or subsequent taxable years.
Assuming that we are the owner of the VIE (including its respective subsidiaries, if any) for United States federal income tax purposes, we do not believe we were a PFIC for the taxable year ended December 31, 2024. 55 Table of Contents Since the value of our assets for purposes of the asset test may be determined by reference to the market price of the ADSs, fluctuations in the market price of the ADSs may cause us to become a PFIC for the current or subsequent taxable years.
We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. 6 Table of Contents For the years ended December 31, 2021, 2022 and 2023, the VIE has paid RMB203.4 million, RMB112.2 million and RMB56.8 million (US$8.0 million) of service fee to our WFOE, respectively.
We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. 5 Table of Contents For the years ended December 31, 2022, 2023 and 2024, the VIE has paid RMB112.2 million, RMB56.8 million and RMB58.1 million (US$8.0 million) of service fee to our WFOE, respectively.
Electric motorcycles, as one type of the power-driven vehicles, shall meet the safety requirements set out in the Technical Specifications for Safety of Power-Driven Vehicles Operating on Roads (GB7258-2017), which was jointly issued by the AQSIQ and National Standardization Administration of China on September 29, 2017, and last amended on February 20, 2021.
Electric motorcycles, as one type of the power-driven vehicles, shall meet the safety requirements set out in the Technical Specifications for Safety of Power-Driven Vehicles Operating on Roads (GB7258-2017), which was jointly issued by the General Administration of Quality Supervision, Inspection and Quarantine of the People’s Republic of China, or the AQSIQ, and National Standardization Administration of China on September 29, 2017, and last amended on February 20, 2021.
As of December 31, 2023, options to purchase 2,612,928 Class A ordinary shares and 2,003,074 restricted share units had been granted and were outstanding under the 2018 Share Incentive Plan. In 2021, 2022 and 2023, we recorded RMB47.2 million, RMB58.2 million and RMB47.7 million (US$6.7 million) in share-based compensation expenses, respectively.
As of December 31, 2024, options to purchase 2,612,928 Class A ordinary shares and 2,753,342 restricted share units had been granted and were outstanding under the 2018 Share Incentive Plan. In 2022, 2023 and 2024, we recorded RMB58.2 million, RMB47.7 million and RMB24.2 million (US$3.3 million) in share-based compensation expenses, respectively.
We are subject to a variety of costs and risks due to our continued expansion internationally that may not be successful and could adversely affect our profitability and operating results. We face challenges and risks associated with expanding our business globally into new geographic markets.
Business Overview—Regulations” for further details. 24 Table of Contents We are subject to a variety of costs and risks due to our continued expansion internationally that may not be successful and could adversely affect our profitability and operating results. We face challenges and risks associated with expanding our business globally into new geographic markets.
On December 28, 2021, the CAC and other twelve PRC regulatory authorities jointly revised and promulgated the Measures for Cybersecurity Review, or the Cybersecurity Review Measures, which came into effect on February 15, 2022.
Business Overview—Regulations.” In addition, on December 28, 2021, the CAC and other twelve PRC regulatory authorities jointly revised and promulgated the Measures for Cybersecurity Review, or the Cybersecurity Review Measures, which came into effect on February 15, 2022.
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 mainland China, restrictions or limitations on our ability to pay dividends outside of mainland China, and other forms of sanctions that may materially and adversely affect our business, financial condition, and results of operations.
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 mainland China, restrictions or limitations on our ability to pay dividends outside of mainland China, and other forms of sanctions that may materially and adversely affect our business, financial condition, and results of operations. 40 Table of Contents On February 17, 2023, the CSRC promulgated the Overseas Listing Trial Measures, which became effective on March 31, 2023.
Furthermore, claims or allegations that we have failed to adequately protect our users’ data, or otherwise violated applicable privacy and data security laws, regulations, policies, contractual provisions, industry standards or other requirements, may result in damage to our reputation and a loss of confidence in us by our users or our partners, potentially causing us to lose users, other business partners and revenues, which could have a material adverse effect on our business, financial condition and results of operations. 34 Table of Contents As we gradually expand into international markets, we may be subject to laws and regulations of other countries regarding cybersecurity, information security, privacy and data protection.
Furthermore, claims or allegations that we have failed to adequately protect our users’ data, or otherwise violated applicable privacy and data security laws, regulations, policies, contractual provisions, industry standards or other requirements, may result in damage to our reputation and a loss of confidence in us by our users or our partners, potentially causing us to lose users, other business partners and revenues, which could have a material adverse effect on our business, financial condition and results of operations.
Therefore, investors of our company and our business face potential uncertainty from China. COVID-19 had a severe and negative impact on the Chinese and the global economy from 2020 through early 2023, and the global macroeconomic environment still faces numerous challenges. The Federal Reserve and other central banks outside of China have raised interest rates.
Therefore, investors of our company and our business face potential uncertainty from China. COVID-19 had a severe and negative impact on the Chinese and the global economy from 2020 through early 2023, and the global macroeconomic environment still faces numerous challenges.
We have limited insurance coverage, which could expose us to significant costs. We maintain certain insurance policies to safeguard against various risks associated with our business and operations, including mainly property insurance and product liability insurance for models in the international markets and public liability insurance for models in the China market.
We maintain certain insurance policies to safeguard against various risks associated with our business and operations, including mainly property insurance and product liability insurance for models in the international markets and public liability insurance for models in the China market.
Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required to restate our consolidated financial statements for prior periods.
Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions.
Currently, we do not have any arrangements to address potential conflicts of interest between these shareholders and our company, except that we could exercise our purchase option under the second amended and restated exclusive option agreements with these shareholders to request them to transfer all of their equity interests in the VIE to a mainland China entity or individual designated by us, to the extent permitted by the laws of mainland China.
We cannot assure you that when conflicts of interest arise any or all of these shareholders will act in the best interests of our company or such conflicts will be resolved in our favor. 38 Table of Contents Currently, we do not have any arrangements to address potential conflicts of interest between these shareholders and our company, except that we could exercise our purchase option under the third amended and restated exclusive option agreements with these shareholders to request them to transfer all of their equity interests in the VIE to a mainland China entity or individual designated by us, to the extent permitted by the laws of mainland China.
As of December 31, 2023, we had 288 city partners and 2,856 franchised stores in China. Our offline distribution network plays a crucial role in our omnichannel retail system.
As of December 31, 2024, we had 499 city partners and 3,735 franchised stores in China. Our offline distribution network plays a crucial role in our omnichannel retail system.
If we fail to address any or all of these risks and challenges, our business may be materially and adversely affected. 28 Table of Contents We cannot assure you that we will be able to develop or ensure efficient, automated, low-cost manufacturing capability and processes, and reliable sources of component supply that will enable us to meet the quality, price, engineering, design and production standards, as well as the production volumes required to successfully mass-market our currently available products and future scooters.
We cannot assure you that we will be able to develop or ensure efficient, automated, low-cost manufacturing capability and processes, and reliable sources of component supply that will enable us to meet the quality, price, engineering, design and production standards, as well as the production volumes required to successfully mass-market our currently available products and future scooters.
As of December 31, 2023, we owned 582 patents, 936 registered trademarks and 27 copyrights relating to various aspects of our operations and 2 registered domain names, including www.niu.com . Of the 936 registered trademarks, 155 are registered in mainland China and 781 in other countries and regions.
As of December 31, 2024, we owned 612 patents, 978 registered trademarks and 31 copyrights relating to various aspects of our operations and two registered domain names, including www.niu.com . Of the 978 registered trademarks, 155 are registered in mainland China and 823 in other countries and regions.
If any of our overseas operations, or our associates or agents, violate such laws and regulations, we could become subject to sanctions or other penalties, which could have a material and adverse effect on our business, financial condition, results of operations and prospects. 32 Table of Contents Our business is subject to complex and evolving Chinese and international laws and regulations regarding data privacy and cybersecurity.
If any of our overseas operations, or our associates or agents, violate such laws and regulations, we could become subject to sanctions or other penalties, which could have a material and adverse effect on our business, financial condition, results of operations and prospects.
Relatedly, on December 27, 2021, the NDRC and the Ministry of Commerce jointly issued the Special Administrative Measures (Negative List) for Foreign Investment Access (2021 Version), or the 2021 Negative List, which became effective on January 1, 2022.
Relatedly, on September 6, 2024, the NDRC and the Ministry of Commerce jointly issued the Special Administrative Measures (Negative List) for Foreign Investment Access (2024 Version), or the 2024 Negative List, which became effective on November 1, 2024.
Although this resolution has not been adopted by the PRC national government as a national regulation, such interpretations that may be promulgated by the government authorities from time to time may still cause uncertainty regarding the compliance of our business. See “Item 4. Information on the Company—B. Business Overview—Regulations” for further details.
Although this resolution has not been adopted by the PRC national government as a national regulation, such interpretations that may be promulgated by the government authorities from time to time may still cause uncertainty regarding the compliance of our business.
Although we had a net profit of RMB225.8 million in 2021, we had a net loss of RMB49.5 million and RMB271.8 million in 2022 and 2023, respectively. We had net cash provided by operating activities of RMB334.2 million and RMB93.7 million in 2021 and 2023, respectively, and net cash used in operating activities of RMB121.9 million in 2022.
Although we had net profits in the past, we had a net loss of RMB49.5 million, RMB271.8 million and RMB193.2 million in 2022, 2023 and 2024, respectively. We had net cash provided by operating activities of RMB93.7 million and RMB52.3 million in 2023 and 2024, respectively, and net cash used in operating activities of RMB121.9 million in 2022.
Risks Related to Our Corporate Structure ● If the PRC government finds that the agreements that establish the structure for operating some of our operations in mainland China do not comply with the regulations of mainland China relating to the relevant industries, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations; ● Uncertainties exist with respect to the interpretation and implementation of the newly enacted Foreign Investment Law of the PRC and how it may impact the viability of our current corporate structure, corporate governance and business operations; and ● We rely on contractual arrangements with the VIE and its shareholders for a large portion of our business operations, which may not be as effective as direct ownership. 17 Table of Contents Risks Related to Doing Business in China ● Changes in China’s economic, political or social conditions or government policies could have a material and adverse effect on our business and results of operations; ● The filing, approval or other administration requirements of the CSRC or other PRC government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to complete such filing, obtain such approval or meet such requirements; ● Uncertainties in the interpretation and enforcement of the laws and regulations of mainland China could limit the legal protections available to you and us; ● The PRC government’s significant oversight over our business operation could result in a material adverse change in our operations and the value of our securities; ● We may be adversely affected by the complexity, uncertainties and changes in the regulation on internet-related businesses and companies in mainland China; ● The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections; and ● Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in mainland China and Hong Kong.
Risks Related to Doing Business in China ● Changes in China’s economic, political or social conditions or government policies could have a material and adverse effect on our business and results of operations; 16 Table of Contents ● The filing, approval or other administration requirements of the CSRC or other PRC government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to complete such filing, obtain such approval or meet such requirements; ● Uncertainties in the interpretation and enforcement of the laws and regulations of mainland China could limit the legal protections available to you and us; ● The PRC government’s significant oversight over our business operation could result in a material adverse change in our operations and the value of our securities; ● We may be adversely affected by the complexity, uncertainties and changes in the regulation on internet-related businesses and companies in mainland China; ● The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections; and ● Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in mainland China and Hong Kong.
Investors in our ADSs are not purchasing equity interest in the VIE in mainland China but instead are purchasing equity interest in a Cayman Islands holding company.
Organizational Structure” for further details. 35 Table of Contents Investors in our ADSs are not purchasing equity interest in the VIE in mainland China but instead are purchasing equity interest in a Cayman Islands holding company.

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Item 4. Mine Safety Disclosures

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The core of our proprietary BMS is the self-adaptive SoC algorithms that optimizes the balance between performance and battery life and provides accurate range predictions based on the data and analysis of the riding behavior of the users and the discharging characteristics of the battery cells.
The core of our proprietary BMS is the self-adaptive SoC algorithms that optimizes the balance between performance and battery life, provides accurate range predictions based on the data and analysis of the riding behavior of the users and the discharging characteristics of the battery cells.
Our city partners and franchised stores are an extension of our brand. Our franchised stores adopt a consistent design and layout and provide consistent shopping experience. We enter into a standard distribution agreement with each of our city partners.
Our city partners and franchised stores are an extension of our brand. Our franchised stores adopt a consistent design and layout, provide consistent shopping experience. We enter into a standard distribution agreement with each of our city partners.
We adopted a dynamic marketing strategy that combines traditional public relations, tactical digital marketing, and strategic retail and event marketing. Our active participation in in global exhibitions and roadshows, including the AIMExpo in Las Vegas, IFA in Berlin, EICMA in Milan, and the Electric Expo in various countries, has significantly elevated the NIU brand’s visibility.
We adopted a dynamic marketing strategy that combines traditional public relations, tactical digital marketing, and strategic retail and event marketing. Our active participation in global exhibitions and roadshows, including the AIMExpo in Las Vegas, IFA in Berlin, EICMA in Milan, and the Electric Expo in various countries, has significantly elevated the NIU brand’s visibility.
We will continue to monitor any new rules, interpretation and guidance promulgated by the NDRC and communicate with the NDRC and its local branches to seek their opinions, when necessary. 78 Table of Contents Regulations Relating to Foreign Debt On January 8, 2003, the NDRC, Ministry of Finance and SAFE promulgated the Interim Provisions on the Management of Foreign Debts, which was amended on July 26, 2022 and became effective on September 1, 2022, pursuant to which the summation of the accumulated medium-term and long-term debts borrowed by foreign-invested entities and the balance of short-term debts shall not exceed the surplus between the total investment in projects approved by the verifying departments and the registered capital, or the Surplus Limit.
We will continue to monitor any new rules, interpretation and guidance promulgated by the NDRC and communicate with the NDRC and its local branches to seek their opinions, when necessary. 79 Table of Contents Regulations Relating to Foreign Debt On January 8, 2003, the NDRC, Ministry of Finance and SAFE promulgated the Interim Provisions on the Management of Foreign Debts, which was amended on July 26, 2022 and became effective on September 1, 2022, pursuant to which the summation of the accumulated medium-term and long-term debts borrowed by foreign-invested entities and the balance of short-term debts shall not exceed the surplus between the total investment in projects approved by the verifying departments and the registered capital, or the Surplus Limit.
However, our PRC legal counsel has also advised us that there are substantial uncertainties regarding the interpretation and application of current and future laws, regulations and rules of mainland China. Accordingly, the PRC regulatory authorities may take a view that is contrary to the opinion of our PRC legal counsel.
However, our PRC legal counsel has also advised us that there are uncertainties regarding the interpretation and application of current and future laws, regulations and rules of mainland China. Accordingly, the PRC regulatory authorities may take a view that is contrary to the opinion of our PRC legal counsel.
We may be required to complete approval or filing procedures under these provisions or expend additional resources to comply with the provisions if we are found to fall within any of the foregoing circumstances. 81 Table of Contents On September 28, 2023, the CAC released the Notice on Seeking Public Comments on the Provisions on Regulating and Promoting Cross-border Data Flow (Exposure Draft) of the PRC, which specifies the circumstances under which it is not required to apply for a security assessment for data to be provided abroad, to conclude a standard contract for personal information to be provided abroad, or to pass the certification for personal information protection.
We may be required to complete approval or filing procedures under these provisions or expend additional resources to comply with the provisions if we are found to fall within any of the foregoing circumstances. 82 Table of Contents On September 28, 2023, the CAC released the Notice on Seeking Public Comments on the Provisions on Regulating and Promoting Cross-border Data Flow (Exposure Draft) of the PRC, which specifies the circumstances under which it is not required to apply for a security assessment for data to be provided abroad, to conclude a standard contract for personal information to be provided abroad, or to pass the certification for personal information protection.
In addition, pursuant to the Decision on Strengthening the Protection of Online Information issued by the SCNPC in December 2012 and the Order for the Protection of Telecommunication and Internet User’s Personal Information issued by the MIIT in July 2013, any collection and use of a user’s personal information must be subject to the consent of the user, abide by the principles of legality, rationality and necessity and be within the specified purposes, methods and scopes. 79 Table of Contents In November 2016, the SCNPC promulgated the Network Security Law of the PRC, or the Network Security Law, which took effect on June 1, 2017.
In addition, pursuant to the Decision on Strengthening the Protection of Online Information issued by the SCNPC in December 2012 and the Order for the Protection of Telecommunication and Internet User’s Personal Information issued by the MIIT in July 2013, any collection and use of a user’s personal information must be subject to the consent of the user, abide by the principles of legality, rationality and necessity and be within the specified purposes, methods and scopes. 80 Table of Contents In November 2016, the SCNPC promulgated the Network Security Law of the PRC, or the Network Security Law, which took effect on June 1, 2017.
For example, in 2023, we actively participated in global exhibitions and roadshows, including the AIMExpo in Las Vegas, IFA in Berlin, EICMA in Milan, and the electric exhibitions in various countries, which significantly boosted the visibility of our NIU brand.
For example, we actively participated in global exhibitions and roadshows, including the AIMExpo in Las Vegas, IFA in Berlin, EICMA in Milan, and the electric exhibitions in various countries, which significantly boosted the visibility of our NIU brand.
Risk Factors—Risks Related to Doing Business in China—If we are classified as a mainland China resident enterprise for mainland China income tax purposes, such classification could result in unfavorable tax consequences to us and our non-mainland China shareholders or ADS holders.” ​ 85 Table of Contents Regulations on Value-Added Tax Pursuant to the Provisional Regulation of the PRC on Value-Added Tax issued by the State Council, effective on January 1, 1994, which was amended on November 10, 2008, February 6, 2016 and on November 19, 2017, or the Provisional Regulation, and its Implementing Rules, all entities and individuals that are engaged in the sale of goods, the provision of processing, repairs and installation services and the importation of goods in mainland China are required to pay a valued-added tax, or VAT.
Risk Factors—Risks Related to Doing Business in China—If we are classified as a mainland China resident enterprise for mainland China income tax purposes, such classification could result in unfavorable tax consequences to us and our non-mainland China shareholders or ADS holders.” Regulations on Value-Added Tax Pursuant to the Provisional Regulation of the PRC on Value-Added Tax issued by the State Council, effective on January 1, 1994, which was amended on November 10, 2008, February 6, 2016 and on November 19, 2017, or the Provisional Regulation, and its Implementing Rules, all entities and individuals that are engaged in the sale of goods, the provision of processing, repairs and installation services and the importation of goods in mainland China are required to pay a valued-added tax, or VAT.
Risk Factors—Risks Related to Our Business and Industry—We may be compelled to undertake product recalls or take other actions, which could adversely affect our brand image and results of operations.” 77 Table of Contents Regulations Relating to Foreign Trade Pursuant to the Foreign Trade Law of the PRC, promulgated on May 12, 1994 and amended on April 6, 2004, November 7, 2016, and December 30, 2022, and the Measures for the Record Filing and Registration of Foreign Trade Business Operators promulgated by the Ministry of Commerce on June 25, 2004, effective on July 1, 2004, and amended on August 18, 2016, November 30, 2019 and May 10, 2021, foreign trade operators engaged in the import and export of goods or the import and export of technology must register with the Ministry of Commerce or its authorized institution.
Risk Factors—Risks Related to Our Business and Industry—We may be compelled to undertake product recalls or take other actions, which could adversely affect our brand image and results of operations.” Regulations Relating to Foreign Trade Pursuant to the Foreign Trade Law of the PRC, promulgated on May 12, 1994 and amended on April 6, 2004, November 7, 2016, and December 30, 2022, and the Measures for the Record Filing and Registration of Foreign Trade Business Operators promulgated by the Ministry of Commerce on June 25, 2004, effective on July 1, 2004, and amended on August 18, 2016, November 30, 2019 and May 10, 2021, foreign trade operators engaged in the import and export of goods or the import and export of technology must register with the Ministry of Commerce or its authorized institution.
Risk Factors—Risks Related to Our Business and Industry—We may need to defend ourselves against patent, trademark or other intellectual property rights infringement claims, which may be time-consuming and would cause us to incur substantial costs.” Regulations on Domain Name Internet domain name registration and related matters are primarily regulated by the Measures on Administration of Internet Domain Names promulgated by the MIIT on August 24, 2017 and effective on November 1, 2017, and the Implementing Rules of China ccTLD Registration issued by China Internet Network Information Center on June 18, 2019.
Risk Factors—Risks Related to Our Business and Industry—We may need to defend ourselves against patent, trademark or other intellectual property rights infringement claims, which may be time-consuming and would cause us to incur substantial costs.” ​ 84 Table of Contents Regulations on Domain Name Internet domain name registration and related matters are primarily regulated by the Measures on Administration of Internet Domain Names promulgated by the MIIT on August 24, 2017 and effective on November 1, 2017, and the Implementing Rules of China ccTLD Registration issued by China Internet Network Information Center on June 18, 2019.
The Cloud ECU supports remote interaction with vehicles through IoT, as well as interaction between smartphones and vehicles via Bluetooth Low Energy (BLE) in the absence of a wireless network. Additionally, it supports NFC card swiping for powering on and off, and is capable of learning user driving habits to calculate estimated mileage. OM Updates.
The Cloud ECU supports remote interaction with vehicles through IoT, as well as interaction between smartphones and vehicles via Bluetooth Low Energy (BLE) in the absence of a wireless network. Additionally, it supports NFC card swiping for powering on and off, and is capable of learning user driving habits to calculate estimated mileage. OTA Updates.
Risk Factors—Risks Related to Our Business and Industry—Our products are subject to safety standards and failure to satisfy such mandated standards would have a material adverse effect on our business and operating results.” 75 Table of Contents Regulations on Registration of Electric Bicycles Pursuant to the Road Traffic Safety Law of the PRC (Revised in 2021), a non-motorized vehicle which ought to be lawfully registered shall be deemed street-illegal until it has been registered with the local traffic administrative department.
Risk Factors—Risks Related to Our Business and Industry—Our products are subject to safety standards and failure to satisfy such mandated standards would have a material adverse effect on our business and operating results.” Regulations on Registration of Electric Bicycles Pursuant to the Road Traffic Safety Law of the PRC (Revised in 2021), a non-motorized vehicle which ought to be lawfully registered shall be deemed street-illegal until it has been registered with the local traffic administrative department.
NIU fan clubs are established in 36 cities in China, where fans actively organize NIU scooter-related events. Capitalizing on our premium brand, we have also been able to sell lifestyle accessories, which are well received by customers. We have adopted a user-centric philosophy to design our products.
NIU fan clubs are established in 43 cities in China, where fans actively organize NIU scooter-related events. Capitalizing on our premium brand, we have also been able to sell lifestyle accessories, which are well received by customers. We have adopted a user-centric philosophy to design our products.
NIU Energy Smart Power Technology Our NIU Energy smart power technology, currently in its seventh generation, combines reliable and proven cell components, innovative hardware system design and an intelligent battery management system, or the BMS. We adapted the technology to create a portable, lightweight, safe and reliable battery pack that is suitable for e-scooters.
NIU Energy Smart Power Technology Our NIU Energy smart power technology, currently in its seventh generation, combines reliable and proven cell components, innovative hardware system design and an intelligent BMS. We adapted the technology to create a portable, lightweight, safe and reliable battery pack that is suitable for e-scooters.
Orders from niu.com or other e-commerce platforms are faster to fulfill, usually within two days. 70 Table of Contents Through proactive planning, we are able to estimate the distribution of orders in a certain period of time and improve the predictability of our order fulfillment.
Orders from niu.com or other e-commerce platforms are faster to fulfill, usually within five days. 70 Table of Contents Through proactive planning, we are able to estimate the distribution of orders in a certain period of time and improve the predictability of our order fulfillment.
In the event of a breach by Beijing Niudian or any of its shareholders of contractual obligations under the second amended and restated equity pledge agreement, our WFOE, as pledgee, will have the right to dispose of the pledged equity interests in Beijing Niudian and will have priority in receiving the proceeds from such disposal.
In the event of a breach by Beijing Niudian or any of its shareholders of contractual obligations under the third amended and restated equity pledge agreement, our WFOE, as pledgee, will have the right to dispose of the pledged equity interests in Beijing Niudian and will have priority in receiving the proceeds from such disposal.
The infringer shall, among others, according to the circumstances of the case, undertake to cease the infringement, take remedial action, offer an apology and pay damages. We have registered our copyright on 27 sets of software codes regarding our BMS and other control or management systems.
The infringer shall, among others, according to the circumstances of the case, undertake to cease the infringement, take remedial action, offer an apology and pay damages. We have registered our copyright on 31 sets of software codes regarding our BMS and other control or management systems.
NIU clubs are one of the core components of NIU community, and there were over 100 of NIU clubs as of December 31, 2023. Formed and run by the enthusiastic NIU fans, these NIU clubs organize various events, such as new product test drives, riding for good causes, and scooter parades.
NIU clubs are one of the core components of NIU community, and there were over 100 of NIU clubs as of December 31, 2024. Formed and run by the enthusiastic NIU fans, these NIU clubs organize various events, such as new product test drives, riding for good causes, and scooter parades.
We have engaged leading consumer technology public relations firms to assist us in building trust, awareness and thought leadership in the e-mobility space. Competition We operate in the lithium-ion battery-powered electric two-wheeled vehicles market, which is a segment of the electric two-wheeled vehicles market.
We have engaged leading consumer technology public relations firms to assist us in building trust, awareness and thought leadership in the e-mobility space. Competition We operate in the battery-powered electric two-wheeled vehicles market, which is a segment of the electric two-wheeled vehicles market.
Users can request repair services with one click, after which the app will intelligently recommend the nearest service station for the services. ● Smart check. The function checks common failures which may occur in various components. Users can directly seek solution through the fault tags. ● Service station locator.
Users can request repair services with one click, after which the app will intelligently recommend the nearest service station for the services. ● Smart check. The function checks common failures which may occur in various components. Users can directly seek solutions through the fault tags. ● Service station locator.
However, although the Transitional Period ended on January 10, 2018, as of December 31, 2023, the People’s Bank of China or SAFE has not issued any new regulations regarding the application calculation method of foreign debt upper limit for foreign-invested entities.
However, although the Transitional Period ended on January 10, 2018, as of December 31, 2024, the People’s Bank of China or SAFE has not issued any new regulations regarding the application calculation method of foreign debt upper limit for foreign-invested entities.
All of the shareholders of Beijing Niudian are beneficial owners of the shares of our company. Contractual Arrangements with the VIE The following is a summary of the currently effective contractual arrangements relating to Beijing Niudian. ​ 87 Table of Contents Agreements that allow us to conduct the business operations of the VIE Powers of Attorney.
All of the shareholders of Beijing Niudian are beneficial owners of the shares of our company. 88 Table of Contents Contractual Arrangements with the VIE The following is a summary of the currently effective contractual arrangements relating to Beijing Niudian. Agreements that allow us to conduct the business operations of the VIE Powers of Attorney.
These events provide us with valuable opportunities to showcase our products and enhance our brand presence. We also maintain a strong online presence through strategic communication and marketing campaigns, primarily on short video platforms like Xiaohongshu and Douyin.
These events provide us with valuable opportunities to showcase our products and enhance our brand presence. We also maintain a strong online presence through strategic communication and marketing campaigns, primarily on short video platforms like REDnote and Douyin.
Accordingly, we can develop different product lines with the same voltage requirement. As a result, our existing production lines can be easily adapted to new products. For example, our MQi and UQi series, which are all based on the 48V platform, adopt the same battery pack solution, battery management system, and FOC, BOSCH motor and EBS.
Accordingly, we can develop different product lines with the same voltage requirement. As a result, our existing production lines can be easily adapted to new products. For example, our MQi and UQi series, which are all based on the 48V platform, adopt the same battery pack solution, BMS, FOC, BOSCH motor and EBS.
By doing so, we can shorten our design timeline, accelerate time-to-market and lower manufacturing costs. Industrial Design Industrial design plays a crucial role at NIU. Utilizing the power of design and design thinking, the team is able to identify critical pain points from users and then to provide the best solutions to daily urban commute.
By doing so, we can shorten our design timeline, accelerate time-to-market and lower manufacturing costs. 68 Table of Contents Industrial Design Industrial design plays a crucial role at NIU. Utilizing the power of design and design thinking, the team is able to identify critical pain points from users and then to provide the best solutions to daily urban commute.
KQi Series The KQi Series offers a wide range of products in the electric kick-scooter category. It includes the KQi Air, a high-end innovatively designed scooter, the KQi3, a high-performance product, and the KQi2 and KQi1, which are entry-level options. This diverse lineup lays a strong foundation to cater to a broad spectrum of users’ need.
KQi Series The KQi series offers a wide range of products in the electric kick-scooter category. It includes the KQi Air, a high-end innovatively designed scooter, the KQi3 and KQi300, the high-performance products, and the KQi2, KQi1 and KQi100, which are entry-level options. This diverse lineup lays a strong foundation to cater to a broad spectrum of users’ need.
The Cloud ECU controls, among others, the smart e-scooter battery, electric motor, Field Oriented Control system, electronic lock and light systems. Motion Monitoring. The Cloud ECU monitors various physical aspects of our smart e-scooters with its built-in triaxial gyro sensor. The gyro sensor detects acceleration and changes in rotational motion or orientation.
The Cloud ECU controls, among others, the smart e-scooter battery, electric motor, Field Oriented Control system, electronic lock and light systems. 66 Table of Contents Motion Monitoring. The Cloud ECU monitors various physical aspects of our smart e-scooters with its built-in triaxial gyro sensor. The gyro sensor detects acceleration and changes in rotational motion or orientation.
The second amended and restated exclusive option agreement will remain effective until all equity interests in and all the assets of Beijing Niudian have been transferred to our company or our designated person.
The third amended and restated exclusive option agreement will remain effective until all equity interests in and all the assets of Beijing Niudian have been transferred to our company or our designated person.
These include (i) our electric motorcycle, moped and bicycle series, including the NQi, MQi, UQi, F series and others, and (ii) our micro-mobility series, including the kick-scooter series KQi and the e-bike series BQi. We have adopted an omnichannel retail model, integrating the offline and online channels, to sell our products and provide services.
These include (i) the electric motorcycle, moped and bicycle series, including the NQi, MQi, UQi, FQi series and others, and (ii) the micro-mobility series, including the kick-scooter series KQi and the e-bike series BQi. We have adopted an omnichannel retail model, integrating the offline and online channels, to sell our products and provide services to users.
The 2021 Negative List enumerates the restricted industries and the prohibited industries in relation to foreign investment, and the industries which do not fall within the 2021 Negative List, shall be administered under the principle of equal treatment to domestic and foreign investment.
The 2024 Negative List enumerates the restricted industries and the prohibited industries in relation to foreign investment, and the industries which do not fall within the 2024 Negative List, shall be administered under the principle of equal treatment to domestic and foreign investment.
We are in compliance with any of provisions of the Product Quality Law. Under the Application Scope of the First Batch of Products Implementing Mandatory Product Certification Catalogue effective on July 1, 2002, motorcycles and bicycles with gasoline and other engines were within the product catalogue that must apply the compulsory product certification.
We are in compliance with any of provisions of the Product Quality Law. 77 Table of Contents Under the Application Scope of the First Batch of Products Implementing Mandatory Product Certification Catalogue effective on July 1, 2002, motorcycles and bicycles with gasoline and other engines were within the product catalogue that must apply the compulsory product certification.
To guarantee Beijing Niudian’s performance of its obligations thereunder, the shareholders of Beijing Niudian shall pledge all of their equity interests in Beijing Niudian to our WFOE pursuant to the second amended and restated equity pledge agreement.
To guarantee Beijing Niudian’s performance of its obligations thereunder, the shareholders of Beijing Niudian shall pledge all of their equity interests in Beijing Niudian to our WFOE pursuant to the third amended and restated equity pledge agreement.
The powers of attorney will remain effective, as long as the shareholders of Beijing Niudian remain as registered shareholders of Beijing Niudian, unless otherwise instructed by our company. Second Amended and Restated Equity Pledge Agreement.
The powers of attorney will remain effective, as long as the shareholders of Beijing Niudian remain as registered shareholders of Beijing Niudian, unless otherwise instructed by our company. Third Amended and Restated Equity Pledge Agreement.
Together, these systems constitute the technical backbone of our position-based anti-theft systems as well as functions such as riding map and smart e-scooter sharing, which are capable of detecting unauthorized movements of our smart e-scooters. 66 Table of Contents Connectivity and Data Transmission.
Together, these systems constitute the technical backbone of our position-based anti-theft systems as well as functions such as riding map and smart e-scooter sharing, which are capable of detecting unauthorized movements of our smart e-scooters. Connectivity and Data Transmission.
Overseas Distribution We export our products to distributors in over 50 countries overseas, with Europe being our largest export market. We manufacture and customize our products based on the requirements of our international customers and we ensure our exported products are in compliance with the standards of the local markets.
Overseas Distribution We export our products to distributors in over 50 countries overseas, with the United States being our largest export market. We manufacture and customize our products based on the requirements of our international customers and we ensure our exported products are in compliance with the standards of the local markets.
In June 2018, our WFOE and Jiangsu Xiaoniu entered into the amended and restated exclusive business cooperation agreement, which contains terms substantially similar to the amended and restated exclusive business cooperation agreement between our WFOE and Beijing Niudian described above. 88 Table of Contents Agreements that provide us with the option to purchase the equity interests in and assets of the VIE Second Amended and Restated Exclusive Option Agreements.
In June 2018, our WFOE and Jiangsu Xiaoniu entered into the amended and restated exclusive business cooperation agreement, which contains terms substantially similar to the amended and restated exclusive business cooperation agreement between our WFOE and Beijing Niudian described above. 89 Table of Contents Agreements that provide us with the option to purchase the equity interests in and assets of the VIE Third Amended and Restated Exclusive Option Agreements.
On September 3, 2023 the Ministry of Finance and the State Administration of Taxation promulgated the Circular of Additional Value-Added Tax Credit Policy for Advanced Manufacturing Enterprises, which provides that an advanced manufacturing enterprise may credit the amount of input tax creditable in the current period, plus 5% of that amount, against the amount of tax payable. ​ 86 Table of Contents C.
On September 3, 2023 the Ministry of Finance and the State Administration of Taxation promulgated the Circular of Additional Value-Added Tax Credit Policy for Advanced Manufacturing Enterprises, which provides that an advanced manufacturing enterprise may credit the amount of input tax creditable in the current period, plus 5% of that amount, against the amount of tax payable.
Based on the e-scooter activity data we collected, more than 75% of our users rode their e-scooters on a monthly basis in 2023. We endeavor to build an interactive and dynamic social community to further convey and brand image as a fashionable urban lifestyle.
Based on the e-scooter activity data we collected, more than 72% of our users rode their e-scooters on a monthly basis in 2024. We endeavor to build an interactive and dynamic social community to further convey and brand image as a fashionable urban lifestyle.
As of the same date, we had 316 applications for patents and trademarks pending in mainland China, Europe and other jurisdictions.
As of the same date, we had 211 applications for patents and trademarks pending in mainland China, Europe and other jurisdictions.
The Lab focuses on industrial design, structural design, smart electronics research, power electronics research, user data analysis, business intelligence system development and user experience research. The Lab and our research and development team played a crucial role in the creation of the 582 patents we held as of December 31, 2023.
The Lab focuses on industrial design, structural design, smart electronics research, power electronics research, user data analysis, business intelligence system development and user experience research. The Lab and our research and development team played a crucial role in the creation of the 612 patents we held as of December 31, 2024.
With smooth turnover between production and logistics, we are able to maintain an optimal inventory level, to fulfill our orders and avoid over-stock at the same time. Our inventory turnover days were 26, 50 and 73 for 2021, 2022 and 2023, respectively.
With smooth turnover between production and logistics, we are able to maintain an optimal inventory level, to fulfill our orders and avoid over-stock at the same time. Our inventory turnover days were 50, 73 and 71 for 2022, 2023 and 2024, respectively.
For lithium-ion battery packs, we provide a 24-month or 20,000-kilometer warranty or a 36-month or 30,000-kilometer warranty, depending on the model. For other components of the e-scooters, we provide quality warranty varying from six months to three years depending on the parts. We are responsible for replacing or repairing the faulty products during their respective warranty terms.
For lithium-ion battery packs, we mainly provide a 24-month or 20,000-kilometer warranty or a 60-month or 40,000-kilometer warranty, depending on the model. For other components of the e-scooters, we provide quality warranty varying from three months to three years depending on the parts. We are responsible for replacing or repairing the faulty products during their respective warranty terms.
Driver Assistance We have developed various driver assistance technologies to enhance the rider experience of our smart e-scooters such as automatic headlight, automatic return indicators, cruise control and smart self-diagnosis systems. 67 Table of Contents We continue to look for ways to enhance the user experience.
Driver Assistance We have developed various driver assistance technologies to enhance the rider experience of our smart e-scooters such as automatic headlights, automatic return indicators, cruise control and smart self-diagnosis systems. We continue to look for ways to enhance user experience.
The MQi series is designed to be ergonomic, bolstering natural and comfortable sitting posture and intuitive dashboard and switches layout. UQi Series Our UQi series smart e-scooters consists of the UQi, UQiM, UQi+, UQiS and UQi-GT models. The UQi series is smaller and lighter than the NQi-Series and MQi-Series and carries the same NIU design language.
The MQi series is designed to be ergonomic, bolstering natural and comfortable sitting posture and intuitive dashboard and switches layout. UQi Series Our UQi series smart e-scooters mainly consists of the U Max, U and UQi+ models. The UQi series is smaller and lighter than the NQi series and MQi series and carries the same NIU design language.
NIU Innovation Lab Our NIU Innovation Lab hosts our research and development teams of 162 members, which include, among others, our user experience design team, smart electronic research team, powertrain design team and industrial design team.
NIU Innovation Lab Our NIU Innovation Lab hosts our research and development teams of 161 members, which include, among others, our user experience design team, smart electronic research team, powertrain design team, industrial design team and product planning team.
We launched our NIU Care program in August 2018 to provide regular after-sales maintenance service to our e-scooters. Our regular maintenance services include scooter exterior check, mechanical structure service, motor system check, electrification service, battery maintenance service, tire pressure check and cleaning services. Based on user’s driving behavior and mileage.
We launched our NIU Care program in August 2018 to provide regular after-sales maintenance service to our e-scooters. Our regular maintenance services include scooter exterior check, mechanical structure service, motor system check, electrification service, battery maintenance service, tire pressure check and cleaning services.
Employees are also required to be able to work in safe and sanitary conditions. 83 Table of Contents According to the Social Insurance Law of the PRC, promulgated by the SCNPC and effective from July 1, 2011 and amended on December 29, 2018, the Regulation of Insurance for Work-Related Injury, the Provisional Measures on Insurance for Maternity of Employees, the Regulation of Unemployment Insurance, and the Interim Regulation on the Collection and Payment of Social Insurance Premiums, an employer is required to contribute social insurance for its employees in mainland China, including basic pension insurance, basic medical insurance, unemployment insurance, maternity insurance and injury insurance.
According to the Social Insurance Law of the PRC, promulgated by the SCNPC and effective from July 1, 2011 and amended on December 29, 2018, the Regulation of Insurance for Work-Related Injury, the Provisional Measures on Insurance for Maternity of Employees, the Regulation of Unemployment Insurance, and the Interim Regulation on the Collection and Payment of Social Insurance Premiums, an employer is required to contribute social insurance for its employees in mainland China, including basic pension insurance, basic medical insurance, unemployment insurance, maternity insurance and injury insurance.
Organizational Structure The following diagram illustrates our corporate structure, including our principal subsidiaries, the VIE and its principal subsidiaries, as of the date of this annual report: (1) Token Yilin Hu, Yi’ nan Li, Yuqin Zhang and Changlong Sheng each holds 89.74%, 5.00%, 2.63% and 2.63% of the equity interest in Beijing Niudian, respectively.
Organizational Structure The following diagram illustrates our corporate structure, including our principal subsidiaries, the VIE and its principal subsidiaries, as of the date of this annual report: (1) Token Yilin Hu, Changlong Sheng and Yi’nan Li each holds 89.74%, 5.26% and 5.00% of the equity interest in Beijing Niudian, respectively.
Pursuant to the second amended and restated equity pledge agreement, dated February 27, 2020, among our WFOE, Beijing Niudian and each of the shareholders of Beijing Niudian, the shareholders of Beijing Niudian have pledged the 100% equity interests in Beijing Niudian to our WFOE to guarantee performance by the shareholders of their obligations under the second amended and restated exclusive option agreement and powers of attorney, as well as the performance by Beijing Niudian of its obligations under the amended and restated exclusive business cooperation agreement and the second amended and restated exclusive option agreement.
Pursuant to the third amended and restated equity pledge agreement, dated November 14, 2024, among our WFOE, Beijing Niudian and each of the shareholders of Beijing Niudian, the shareholders of Beijing Niudian have pledged the 100% equity interests in Beijing Niudian to our WFOE to guarantee performance by the shareholders of their obligations under the third amended and restated exclusive option agreement and powers of attorney, as well as the performance by Beijing Niudian of its obligations under the amended and restated exclusive business cooperation agreement and the third amended and restated exclusive option agreement.
Additionally, we collaborated with a diverse range of brands and trendy groups, including Alipay, Gaode Maps, Pizza Hut, War Horse, 360, The North Face, and Sneaker Con, to organize marketing activities aimed at promoting our brand.
Additionally, we collaborated with a diverse range of brands and trendy groups, including Alipay, Amaps, Pizza Hut, 360 and The North Face, to organize marketing activities aimed at promoting our brand.
Fulfilment Leveraging our excellent production and big data capabilities, we are able to achieve fast turnaround time fulfilling orders placements. We ship our products generally 7 to 15 days following placement of order and receipt of payment from our city partners in China. For overseas distributors, it generally takes 30 to 60 days following the receipt of down payment.
Fulfilment Leveraging our excellent production and big data capabilities, we are able to achieve fast turnaround time fulfilling orders placements. We ship our products generally 7 to 15 days following placement of order and receipt of payment from our city partners in China.
Pursuant to the second amended and restated exclusive option agreement, dated February 27, 2020, among our company, our WFOE, Beijing Niudian and each of the shareholders of Beijing Niudian has irrevocably granted our company an exclusive option to purchase all or part of his or her equity interests in Beijing Niudian.
Pursuant to the third amended and restated exclusive option agreement, dated November 14, 2024, among our company, our WFOE, Beijing Niudian and each of the shareholders of Beijing Niudian has irrevocably granted our company an exclusive option to purchase all or part of his or her equity interests in Beijing Niudian.
We currently collect 462 types of data points covering 72 dimensions such as humidity, lighting and temperature, from our Cloud ECU and up to 32 sensors installed on each smart e-scooter. As of December 31, 2023, our NIU app had been connected with approximately 2,704,500 smart e-scooters, which had accumulated approximately 21.4 billion kilometers of riding distance of data.
We currently collect 462 types of data points covering 72 dimensions such as humidity, lighting and temperature, from our Cloud ECU and up to 32 sensors installed on each smart e-scooter. As of December 31, 2024, our NIU app had been connected with approximately 3,610,000 smart e-scooters, which had accumulated approximately 27.8 billion kilometers of riding distance of data.
In our micro-mobility product category, we have established offline sales channels by engaging with our retail partners. Through these retail partners, we were able to place our products in over 1,000 physical locations in the US and Europe as of the end of 2023.
In our micro-mobility product category, we have established offline sales channels by engaging with our retail partners, such as Best Buy in the United States and MediaMarkt in Europe. Through these retail partners, we were able to place our products in over 1,000 physical locations in the United States and Europe as of the end of 2024.
As of December 31, 2023, we owned 582 patents, 936 registered trademarks and 27 copyrights relating to various aspects of our operations and two registered domain names, including www.niu.com . Of the 936 registered trademarks, 155 are registered in mainland China and 781 in other countries and regions.
As of December 31, 2024, we owned 612 patents, 978 registered trademarks and 31 copyrights relating to various aspects of our operations and two registered domain names, including www.niu.com . Of the 978 registered trademarks, 155 are registered in mainland China and 823 in other countries and regions.
Most of the MQi series models are smaller, lighter and more agile when cruising through urban traffic than that of the NQi series. The MQi series carries the NIU design language that puts a modem twist on the classic e-scooter design.
The MQi series is a cool and fresh-looking smart e-scooter designed for young urban users. Most of the MQi series models are smaller, lighter and more agile when cruising through urban traffic than that of the NQi series. The MQi series carries the NIU design language that puts a modem twist on the classic e-scooter design.
The UQi series is designed to be ultra-light and ultra-compact. F Series The F-Falcon Series is a new popular series that quickly become a well-known style besides the classic halo light NMU series, with the F600, F400T, F400, F200, F100, and F0 products. The F series draws inspiration from fighter jets and seamlessly incorporates NIU’s essential smart functionalities.
The UQi series is designed to be ultra-light and ultra-compact. FQi Series The FQi series is a new popular series that quickly becomes a well-known style besides the classic halo light NMU series, mainly with the FX, FXT, F400T, F200 and F100 products. The FQi series draws inspiration from fighter jets and seamlessly incorporates NIU’s essential smart functionalities.
Omnichannel Retail Model We have established a distinct omnichannel retail model network to sell our products and provide service to our customers. As of December 31, 2023, we sold our products through 2,856 franchised stores in 251 cities in China and 56 distributors in 54 countries overseas, as well as on our own online store and third-party leading e-commerce platforms.
Omnichannel Retail Model We have established a distinct omnichannel retail model network to sell our products and provide service to our customers. As of December 31, 2024, we sold our products through 3,735 franchised stores in 293 cities in China and 57 distributors in 53 countries overseas, as well as on our own online store and third-party leading e-commerce platforms.
We sell and service our products through our “city partner” system in China, which consisted of 288 city partners with 2,856 franchised stores in 251 cities in China, and 56 distributors in 54 countries overseas as of December 31, 2023, as well as on our own online store and third-party e-commerce platforms. Our award-winning products represent style, freedom and technology.
We sell and service our products through our “city partner” system in China, which consisted of 499 city partners with 3,735 franchised stores in 293 cities in China, and 57 distributors in 53 countries overseas as of December 31, 2024, as well as on our own online store and third-party e-commerce platforms. Our award-winning products represent style, freedom and technology.
In addition, the Circular of the State Administration of Foreign Exchange on Issues concerning Foreign Exchange Administration over the Overseas Investment and Financing and Round-trip Investment by Domestic Residents via Special Purpose Vehicles promulgated on July 4, 2014 provides that mainland China residents who participate in a share incentive plan of an overseas unlisted special purpose company must register with SAFE or its local branches before exercising such rights. 84 Table of Contents Regulations Relating to Dividend Distribution The principal regulations governing distribution of dividends of foreign-invested enterprises include the PRC Company Law, the Foreign Investment Law and the Implementation Rules of the Foreign Investment Law.
In addition, the Circular of the State Administration of Foreign Exchange on Issues concerning Foreign Exchange Administration over the Overseas Investment and Financing and Round-trip Investment by Domestic Residents via Special Purpose Vehicles promulgated on July 4, 2014 provides that mainland China residents who participate in a share incentive plan of an overseas unlisted special purpose company must register with SAFE or its local branches before exercising such rights.
The app includes a suite of functions that primarily focus on the connection with our smart e-scooters as well as other services and value propositions.
Our NIU App Our NIU app serves as an integrated platform and supplemental tool to our smart e-scooters. The app includes a suite of functions that primarily focus on the connection with our smart e-scooters as well as other services and value propositions.
Our industrial design philosophy combines minimalist aesthetics with thoughtful functionality. Under that philosophy, we desire to create an exceptional riding experience while maintaining a smart and simple design.
Our well-designed product lines speak a distinctive and consistent family design language. Our industrial design philosophy combines minimalist aesthetics with thoughtful functionality. Under that philosophy, we desire to create an exceptional riding experience while maintaining a smart and simple design.
Warranty Policy We provide limited warranty to our users for terms varying from six months to three years, subject to certain conditions, such as normal use. For certain key components of e-scooters, we provide quality warranty varying from 12 months to 24 months.
Warranty Policy We provide limited warranty to our users for terms that vary from three months to five years, subject to certain conditions, such as normal use. For certain key components of e-scooters, we mainly provide quality warranty varying from twelve months to a lifetime.
Regulations on Registration of Motorcycles Pursuant to the Provisions on the Registration of Motor Vehicles of the PRC promulgated on May 27, 2008, amended on December 17, 2021 and came into effect on May 1, 2022, the owner of a motor vehicle, including motorcycles, shall apply for registration of such motor vehicle after obtaining the certificate of qualified motor vehicle safety technical inspection from a local motor vehicle safety technical inspection institution.
Due to the limited number of such districts, which are not our major source of revenue, the regulations of prohibiting and restricting do not have substantial effect on our revenue. 76 Table of Contents Regulations on Registration of Motorcycles Pursuant to the Provisions on the Registration of Motor Vehicles of the PRC promulgated on May 27, 2008, amended on December 17, 2021 and came into effect on May 1, 2022, the owner of a motor vehicle, including motorcycles, shall apply for registration of such motor vehicle after obtaining the certificate of qualified motor vehicle safety technical inspection from a local motor vehicle safety technical inspection institution.
In February 2021, we completed the registration of the equity pledge under the second amended and restated equity pledge agreement with the local office of the State Administration of Market Regulation in accordance with the PRC Property Rights Law. Spousal Consent Letters.
In November 2024, we completed the registration of the equity pledge under the third amended and restated equity pledge agreement with the local office of the State Administration of Market Regulation in accordance with the PRC Civil Code. Spousal Consent Letters.
Braking System Our smart e-scooters are equipped with hydraulic disc brakes made from special alloys. The brake discs are slotted to extend the life of the system. The hardware of the brakes is complemented by the Electronic Braking System, or the EBS, which provides for intelligent braking and recycling kinetic energy.
The brake discs are slotted to extend the life of the system. The hardware of the brakes is complemented by the Electronic Braking System, or the EBS, which provides for intelligent braking and recycling kinetic energy.
Regulations Relating to Foreign Investment Pursuant to the Special Administrative Measures for Market Access of Foreign Investment (Negative List) (2021 Edition), or the 2021 Negative List, jointly issued by the NDRC and the Ministry of Commerce on December 27, 2021 and enforced on January 1, 2022, the foreign investment related to design, manufacture and sale of electricity bicycles does not fall within the category of industries in which foreign investment is restricted or prohibited.
We have made filings with authorities pursuant to the applicable provisions. 78 Table of Contents Regulations Relating to Foreign Investment Pursuant to the Special Administrative Measures for Market Access of Foreign Investment (Negative List) (2024 Edition), or the 2024 Negative List, jointly issued by the NDRC and the Ministry of Commerce on September 6, 2024 and enforced on November 1, 2024, the foreign investment related to design, manufacture and sale of electricity bicycles does not fall within the category of industries in which foreign investment is restricted or prohibited.
The Enterprise Income Tax Law and the implementation rules provide that an income tax rate of 10% will normally be applicable to dividends payable to investors that are “non-resident enterprises,” and gains derived by such investors, which (i) do not have an establishment or place of business in mainland China or (ii) have an establishment or place of business in mainland China, but the relevant income is not effectively connected with the establishment or place of business to the extent that such dividends and gains are derived from sources within mainland China.
The implementing rules of the Enterprise Income Tax Law define “de facto management body” as a managing body that in practice exercises “substantial and overall management and control over the production and operations, personnel, accounting and properties” of the enterprise. 86 Table of Contents The Enterprise Income Tax Law and the implementation rules provide that an income tax rate of 10% will normally be applicable to dividends payable to investors that are “non-resident enterprises,” and gains derived by such investors, which (i) do not have an establishment or place of business in mainland China or (ii) have an establishment or place of business in mainland China, but the relevant income is not effectively connected with the establishment or place of business to the extent that such dividends and gains are derived from sources within mainland China.
Employers must establish a system for labor safety and sanitation, strictly abide by state standards and provide relevant education to their employees.
Employers must establish a system for labor safety and sanitation, strictly abide by state standards and provide relevant education to their employees. Employees are also required to be able to work in safe and sanitary conditions.
We entered into standard cooperation agreements with third-party e-commerce platforms, pursuant to which the e-commerce platforms provide us sales and price settlement services, and charge us commission fees and technical support annual fees.
Our customers can conveniently place orders online and pick up their scooters at the franchised stores. We entered into standard cooperation agreements with third-party e-commerce platforms, pursuant to which the e-commerce platforms provide us sales and price settlement services, and charge us commission fees and technical support annual fees.
We believe all these services together will create a satisfying user experience throughout the e-scooter life cycle. Through these services, we aim to make ownership “worry free” and allow our users to truly enjoy riding and owning our e-scooters.
Additionally, we are incorporating artificial intelligence to learn from and analyze historical fault data, providing intelligent support for predictive maintenance. We believe all these services together will create a satisfying user experience throughout the e-scooter life cycle. Through these services, we aim to make ownership “worry free” and allow our users to truly enjoy riding and owning our e-scooters.
The Electric Bicycle Standard replaced the General Technical Requirements for Electric Bicycles (GB 17761-1999), or the Old Standard, which were issued by the Quality and Technology Supervision Bureau on May 28, 1999 and became effective from October 1, 1999. See “Item 3. Key Information—D.
The Electric Bicycle Standard replaced the General Technical Requirements for Electric Bicycles (GB 17761-1999), or the Old Standard, which were issued by the Quality and Technology Supervision Bureau on May 28, 1999 and became effective from October 1, 1999, and will be replaced by the updated Safety Technical Specification for Electric Bicycle (GB17761-2024), which will become effective on September 1, 2025.
The FOC taps into the performance of a vector controller, which is superior to the square-wave controllers common on the market because a vector controller controls the power and torque output of the motor as opposed to simply adjusting the revolutions per minute, achieving a much smoother ride.
The FOC taps into the performance of a vector controller, which is superior to the square-wave controllers common on the market because a vector controller controls the power and torque output of the motor as opposed to simply adjusting the revolutions per minute, achieving a much smoother ride. 67 Table of Contents Braking System Our smart e-scooters are equipped with hydraulic disc brakes made from special alloys.
Risk Factors—Risks Related to Our Business and Industry—Our products are subject to safety standards and failure to satisfy such mandated standards would have a material adverse effect on our business and operating results.” Furthermore, on April 21, 2023, the MIIT issued certain recommended industrial standards on the production and design standards of electric bicycles and spare parts, including the Technical Specifications for Handlebar of Bicycles (QB/T 1715-2023), the Specifications and Dimensions of Lithium-ion Battery for Electric Bicycles (QB/T 4428-2023), the General Technical Specifications for Electric Bicycles (QB/T 5869-2023), and the General Technical Specifications for Electric Bicycles’ Electronic Control Units (QB/T 5870-2023), all of which came into effect on November 1, 2023, for enterprises’ reference.
Risk Factors—Risks Related to Our Business and Industry—Our products are subject to safety standards and failure to satisfy such mandated standards would have a material adverse effect on our business and operating results.” Furthermore, on April 21, 2023, the MIIT issued certain recommended industrial standards on the production and design standards of electric bicycles and spare parts, including the Technical Specifications for Handlebar of Bicycles (QB/T 1715-2023), the Specifications and Dimensions of Lithium-ion Battery for Electric Bicycles (QB/T 4428-2023), the General Technical Specifications for Electric Bicycles (QB/T 5869-2023), and the General Technical Specifications for Electric Bicycles’ Electronic Control Units (QB/T 5870-2023), all of which came into effect on November 1, 2023, for enterprises’ reference. 75 Table of Contents Regulations on Qualification of Production of Electric Motorcycles Pursuant to the Administration Measures for Access of Motorcycle Manufacturing, or the Motorcycle Manufacturing Measures, issued on November 30, 2002 and the Implementing Rules of the Administration Measures for Access of Motorcycle Manufacturing, or the Motorcycle Manufacturing Rules, issued on December 31, 2002, enterprises must pass the production access examination and obtain the Motorcycle Production Access Certificate before manufacturing motorcycles in mainland China, and if an enterprise conducts a motorcycle manufacturing consignment, both the consignee and the consignor are required to obtain the Motorcycle Production Access Certificate.
Certain of our models also employ the combined braking system, or CBS, which intelligently splits braking force between the front and rear discs to shorten the braking distance at higher speeds.
Certain of our models also employ the combined braking system, or CBS, which intelligently splits braking force between the front and rear discs to shorten the braking distance at higher speeds. Additionally, some of our premium models are fitted with advanced Anti-lock Braking System, or ABS, to offer users enhanced braking performance and safety.
Throughout 2022, we introduced a range of new products, including the SQi, UQi+. In 2023, we launched the MQiL and the new F series, among others. ​ 73 Table of Contents We actively participate in exhibitions and roadshows, collaborating with leading lifestyle brands such as the North Face Mountain Festival, Sneaker Con, G-Fusion Game Fest, and Designer Toy Expo.
In 2024, we launched a new generation of models in the NQi series, including electric motorcycles NX and electric bicycles NXT. 73 Table of Contents We actively participate in exhibitions and roadshows, collaborating with leading lifestyle brands such as the North Face Mountain Festival, Sneaker Con, G-Fusion Game Fest, and Designer Toy Expo.
NIU Cover In November 2015, we launched NIU Cover to facilitate the sale of insurance coverage provided by third-party insurance companies relating to accident injury, loss of scooters and third-party liability. 65 Table of Contents Technologies Behind our lineup of smart, efficient and high-performance smart e-scooters are the suite of advanced technologies we have developed or adopted, such as NIU Energy smart power technology, the Cloud ECU, electric motors, FOC, advanced braking systems, driver assistance and system integration, among others.
Technologies Behind our lineup of smart, efficient and high-performance smart e-scooters are the suite of advanced technologies we have developed or adopted, such as NIU Energy smart power technology, the Cloud ECU, electric motors, FOC, advanced braking systems, driver assistance and system integration, among others.
According to this announcement, the production license regulatory regime is implemented pursuant to the new electric bicycle technical standard, which is the Safety and Technical Specification for Electric Bicycle (GB 17761-2018), or the Electric Bicycle Standard, promulgated by the SAMR and the National Standardization Management Committee on May 15, 2018 and effective on April 15, 2019.
The Safety and Technical Specification for Electric Bicycle (GB 17761-2018), or the Electric Bicycle Standard, promulgated by the SAMR and the National Standardization Management Committee on May 15, 2018 and effective on April 15, 2019, is the main national standards governing electric bicycles.
We built our product portfolio around the classic NQi, MQi, UQi and newly introduced F series, and rolled out diversified products catering to different market needs such as the high-performance RQi electric motorcycle and the high-end SQi electric bicycle. NQi Series Our NQi series smart e-scooters consist of the NQi, NQi-GT and NQi-GTS models.
For our product offerings in China, we built our product portfolio around the classic NQi, MQi, UQi and subsequently introduced FQi series, and rolled out diversified products catering to different market needs such as the previously launched high-performance RQi and the high-end SQi electric bicycle, as well as the newly launched XQi electric motorcycle. 61 Table of Contents NQi Series Our NQi series smart e-scooters mainly consists of the NX, NXT, NT, and N Play models.

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We plan to continue to expand our new e-scooter product portfolio and sales network and retail channels, and engage in more selling and marketing activities to enhance our brand awareness and attract more purchases from new and existing customers in different geographic markets. Research and development expenses.
We plan to continue to expand our new e-scooter product portfolio, sales network and retail channels, and engage in more selling and marketing activities to enhance our brand awareness and attract more purchases from new and existing customers in different geographic markets. Research and development expenses.
Our general and administrative expenses mainly consist of allowance for doubtful accounts, payroll and related costs for employees engaging in general corporate functions, professional fees, foreign currency exchange gains (losses) and other general corporate expenses, as well as expenses associated with the use by these functions of facilities and equipment, such as depreciation and rental expenses.
Our general and administrative expenses mainly consist of payroll and related costs for employees engaging in general corporate functions, professional fees, allowance for doubtful accounts, foreign currency exchange gains (losses) and other general corporate expenses, as well as expenses associated with the use by these functions of facilities and equipment, such as depreciation and rental expenses.
Risk Factors—Risks Related to Doing Business in China—If we are classified as a mainland China resident enterprise for mainland China income tax purposes, such classification could result in unfavorable tax consequences to us and our non-mainland China shareholders or ADS holders.” 95 Table of Contents Results of Operations The following table sets forth a summary of our consolidated results of operations for the years presented, both in absolute amount and as a percentage of our net revenues for the years presented.
Risk Factors—Risks Related to Doing Business in China—If we are classified as a mainland China resident enterprise for mainland China income tax purposes, such classification could result in unfavorable tax consequences to us and our non-mainland China shareholders or ADS holders.” 96 Table of Contents Results of Operations The following table sets forth a summary of our consolidated results of operations for the years presented, both in absolute amount and as a percentage of our net revenues for the years presented.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events since January 1, 2024 that are reasonably likely to have a material and adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events since January 1, 2025 that are reasonably likely to have a material and adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
In addition, the Cayman Islands does not impose withholding tax on payments of dividends. 94 Table of Contents Hong Kong The first HK$2 million of profits earned by our subsidiary incorporated in Hong Kong, Niu Technologies Group Limited, is taxed at 8.25%, representing a half the current tax rate, while the remaining profits continue to be taxed at the current tax rate of 16.5%.
In addition, the Cayman Islands does not impose withholding tax on payments of dividends. 95 Table of Contents Hong Kong The first HK$2 million of profits earned by our subsidiary incorporated in Hong Kong, Niu Technologies Group Limited, is taxed at 8.25%, representing a half the current tax rate, while the remaining profits continue to be taxed at the current tax rate of 16.5%.
We believe that our expansion into selected international markets will not only drive our revenue growth but also enhance our brand awareness. 92 Table of Contents Key Components of Results of Operations Revenues We generate revenues from sales of e-scooters, sales of accessories and spare parts, and provision of mobile app and other services.
We believe that our expansion into selected international markets will not only drive our revenue growth but also enhance our brand awareness. 93 Table of Contents Key Components of Results of Operations Revenues We generate revenues from sales of e-scooters, sales of accessories and spare parts, and provision of mobile app and other services.
Our capital expenditures for 2021, 2022 and 2023 represented cash paid for purchase of property, plant and equipment. We will continue to make such capital expenditures to support the expected growth of our business. We intend to fund our existing and future material cash requirements primarily with anticipated cash flows from operations, our existing cash balance and other financing alternatives.
Our capital expenditures for 2022, 2023 and 2024 represented cash paid for purchase of property, plant and equipment. We will continue to make such capital expenditures to support the expected growth of our business. We intend to fund our existing and future material cash requirements primarily with anticipated cash flows from operations, our existing cash balance and other financing alternatives.
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. We did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2023.
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. We did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2024.
While our business is influenced by these general factors, our results of operations are more directly affected by company specific factors, including the following major factors: ● our ability to increase e-scooter sales volume; ● our ability to develop and sell more accessories and spare parts and services; ● our ability to manage our supply chain and manufacturing; ● our ability to enhance our operational efficiency; and ● our ability to expand into international markets.
While our business is influenced by these general factors, our results of operations are more directly affected by company specific factors, including the following major factors: ● our ability to increase e-scooter sales volume; ● our ability to develop and sell more accessories and spare parts and services; ● our ability to manage our supply chain and manufacturing; 91 Table of Contents ● our ability to enhance our operational efficiency; and ● our ability to expand into international markets.
Under the PRC Corporate Income Tax Law, preferential tax treatments will be granted to entities which conduct businesses in certain encouraged sectors and to entities otherwise classified as High and New Technology Enterprises (HNTE).
Under the PRC Enterprise Income Tax Law, preferential tax treatments will be granted to entities which conduct businesses in certain encouraged sectors and to entities otherwise classified as High and New Technology Enterprises (HNTE).
The revenues from accessory and spare parts sales decreased from RMB242.3 million in 2022 to RMB197.6 million (US$27.8 million) in 2023, mainly due to the reduction in battery pack sales from overseas shared mobility operators, and the decrease in the sales volume of e-motorcycles and e-mopeds in international markets, which usually correlates with purchases of accessories and spare parts.
The revenues from accessory and spare parts sales decreased from RMB242.3 million in 2022 to RMB197.6 million in 2023, mainly due to the reduction in battery pack sales from overseas shared mobility operators, and the decrease in the sales volume of e-motorcycles and e-mopeds in international markets, which usually correlates with purchases of accessories and spare parts.
Government grants Our government grants decreased from RMB16.4 million in 2022 to RMB3.0 million (US$0.4 million) in 2023. The government grants mainly consisted of subsidies or tax refunds from local government or industrial parks where our offices are located and there were no significant commitment, contingencies or provision for recapture conditions for the government grants received.
Government grants Our government grants decreased from RMB16.4 million in 2022 to RMB3.0 million in 2023. The government grants mainly consisted of subsidies from local government or industrial parks where our offices are located and there were no significant commitment, contingencies or provision for recapture conditions for the government grants received.
The cost per e-scooter, defined as cost of revenues divided by the number of e-scooters sold in a specified period, decreased from RMB3,005.0 in 2022 to RMB2,931.8 (US$412.9) in 2023, which was primarily due to lower freight cost for overseas sales.
The cost per e-scooter, defined as cost of revenues divided by the number of e-scooters sold in a specified period, decreased from RMB3,005.0 in 2022 to RMB2,931.8 in 2023, which was primarily due to lower freight cost for overseas sales.
Organizational Structure” For restrictions and limitations on liquidity and capital resources as a result of our corporate structure, see “—Holding Company Structure.” A substantial majority of our revenues have been, and we expect they are likely to continue to be, in the form of Renminbi.
Organizational Structure” For restrictions and limitations on liquidity and capital resources as a result of our corporate structure, see “—Holding Company Structure.” 101 Table of Contents A substantial majority of our revenues have been, and we expect they are likely to continue to be, in the form of Renminbi.
The revenues from e-scooter sales decreased by 17.4% from RMB2,853.9 million in 2022 to RMB2,358.7 million (US$332.2 million) in 2023, which was mainly due to a decrease in the sales volume of e-scooters by 14.6% from 831,593 in 2022 to 709,802 in 2023.
The revenues from e-scooter sales decreased by 17.4% from RMB2,853.9 million in 2022 to RMB2,358.7 million in 2023, which was mainly due to a decrease in the sales volume of e-scooters by 14.6% from 831,593 in 2022 to 709,802 in 2023.
No provision for Hong Kong profits tax was made as we had no estimated assessable profit that was subject to Hong Kong profits tax during 2021, 2022 or 2023.
No provision for Hong Kong profits tax was made as we had no estimated assessable profit that was subject to Hong Kong profits tax during 2022, 2023 or 2024.
Our WFOE has not paid dividends and will not be able to pay dividends until it generates accumulated profits and meets the requirements for statutory reserve funds. C. Research and Development See “Item 4. Information On the Company—B. Business Overview— NIU Innovation Lab” and “—Intellectual Property.” 102 Table of Contents D.
Our WFOE has not paid dividends and will not be able to pay dividends until it generates accumulated profits and meets the requirements for statutory reserve funds. C. Research and Development See “Item 4. Information On the Company—B. Business Overview— NIU Innovation Lab” and “—Intellectual Property.” D.
Investing activities Net cash provided by investing activities in 2023 was RMB216.3 million (US$30.5 million), consisting primarily of cash received from sale of short-term investments and withdrawal from term deposits, partially offset by cash paid for purchases of term deposits, short-term investments, and property, plant and equipment.
Net cash provided by investing activities in 2023 was RMB216.3 million, consisting primarily of cash received from sale of short-term investments and withdrawal from term deposits, partially offset by cash paid for purchases of term deposits, short-term investments, and property, plant and equipment.
Our sales and marketing expenses as a percentage of our revenues increased from 13.9% in 2022 to 18.7% in 2023. Research and development expenses Our research and development expenses decreased by 14.4% from RMB176.5 million in 2022 to RMB151.0 million (US$21.3 million) in 2023.
Our sales and marketing expenses as a percentage of our revenues increased from 13.9% in 2022 to 18.7% in 2023. Research and development expenses Our research and development expenses decreased by 14.4% from RMB176.5 million in 2022 to RMB151.0 million in 2023.
The decrease was primarily attributable to a decrease in cost of products from RMB2,376.8 million in 2022 to RMB1,992.5 million (US$280.6 million) in 2023, which was generally in line with the decrease in e-scooter sales volume.
The decrease was primarily attributable to a decrease in cost of products from RMB2,376.8 million in 2022 to RMB1,992.5 million in 2023, which was generally in line with the decrease in e-scooter sales volume.
Advertising and promotion expenses, consisting primarily of online and offline advertisements, are event-driven, and tend to be higher when we launch new products. Our selling and marketing expenses as a percentage of our revenues were 9.0%, 13.9% and 18.7% in 2021, 2022 and 2023, respectively.
Advertising and promotion expenses, consisting primarily of online and offline advertisements, are event-driven, and tend to be higher when we launch new products. Our selling and marketing expenses as a percentage of our revenues were 13.9%, 18.7% and 14.9% in 2022, 2023 and 2024, respectively.
Changes in working capital accounts that affected operating cash flow consisted primarily of (i) a decrease of RMB65.4 million (US$9.2 million) in accounts receivable and (ii) a decrease of RMB33.3 million (US$4.7 million) in accounts payable and notes payable. The decrease in accounts receivable was primarily due to enhanced efficiency of cash management.
Changes in working capital accounts that affected operating cash flow consisted primarily of (i) a decrease of RMB65.4 million in accounts receivable and (ii) a decrease of RMB33.3 million in accounts payable and notes payable. The decrease in accounts receivable was primarily due to enhanced efficiency of cash management.
The difference between net cash provided by operating activities and net loss was attributable to adjustments for certain non-cash expenses and net changes in working capital. Adjustments for non-cash expenses consisted principally of depreciation and amortization expenses of RMB148.1 million (US$20.9 million), allowance for doubtful accounts of RMB139.4 million (US$19.6 million) and share-based compensation expenses of RMB47.7 million (US$6.7 million).
The difference between net cash provided by operating activities and net loss was attributable to adjustments for certain non-cash expenses and net changes in working capital. Adjustments for non-cash expenses consisted principally of depreciation and amortization expenses of RMB148.1 million, allowance for doubtful accounts of RMB139.4 million and share-based compensation expenses of RMB47.7 million.
These include (i) our electric motorcycle, moped and bicycle series, including the NQi, MQi, UQi, F series and others, and (ii) our micro-mobility series, including the kick-scooter series KQi and the e-bike series BQi.
These include (i) the electric motorcycle, moped and bicycle series, including the NQi, MQi, UQi, FQi series and others, and (ii) the micro-mobility series, including the kick-scooter series KQi and the e-bike series BQi.
The service revenues increased from RMB72.4 million in 2022 to RMB95.5 million (US$13.4 million) in 2023, mainly attributable to the growth of our user base. Cost of revenues Our cost of revenues decreased by 16.7% from RMB2,498.9 million in 2022 to RMB2,081.0 million (US$293.1 million) in 2023.
The service revenues increased from RMB72.4 million in 2022 to RMB95.5 million in 2023, mainly attributable to the growth of our user base. Cost of revenues Our cost of revenues decreased by 16.7% from RMB2,498.9 million in 2022 to RMB2,081.0 million in 2023.
Our gross margin increased from 21.1% in 2022 to 21.5% in 2023, which was mainly due to lower raw material cost and change in product mix as a result of the launch of various new products. Selling and marketing expenses Our selling and marketing expenses increased by 12.6% from RMB440.4 million in 2022 to RMB495.7 million (US$69.8 million) in 2023.
Our gross margin increased from 21.1% in 2022 to 21.5% in 2023, which was mainly due to lower raw material cost and change in product mix as a result of the launch of various new products. 99 Table of Contents Selling and marketing expenses Our selling and marketing expenses increased by 12.6% from RMB440.4 million in 2022 to RMB495.7 million in 2023.
We sell proprietary accessories and spare parts to be installed on or used with our e-scooters, such as rear storage boxes and front baskets. We also offer NIU-branded accessories and general merchandise, such as decorative car plates, key chains, bicycles and apparel. Service revenues.
We sell proprietary accessories and spare parts to be installed on or used with our e-scooters, such as rear storage boxes and front baskets. We also offer NIU-branded accessories and general merchandise, such as decorative car plates, rear box, helmet and apparel. Service revenues.
In addition, as our business grows, we expect to achieve greater operating leverage, increase the productivity of our personnel, and obtain more favorable terms from our suppliers. Our ability to expand to international markets As of December 31, 2023, we sold our smart e-scooters through 56 distributors in 54 countries overseas.
In addition, as our business grows, we expect to achieve greater operating leverage, increase the productivity of our personnel, and obtain more favorable terms from our suppliers. Our ability to expand to international markets As of December 31, 2024, we sold our smart e-scooters through 57 distributors in 53 countries overseas.
In June and August 2023, we drew down RMB41,380,805 and RMB58,619,195, respectively, under this facility agreement bearing interest of 3.2% per annum.
In June and August 2023, we drew down RMB41,380,805 and RMB58,619,195, respectively, under this facility agreement bearing interest of 3.2% per annum, and repaid RMB100,000,000 in June 2024.
Cost of revenues Cost of products sold represents a majority of our cost of revenues, and the other components of cost of revenues include logistics costs, write-downs of inventory and warranty costs. 93 Table of Contents Cost of products sold mainly consists of the cost for purchasing raw materials and components, the labor cost and other costs for manufacturing e-scooters.
Cost of revenues Cost of products sold represents a majority of our cost of revenues, and the other components of cost of revenues include logistics costs, tariff costs, write-downs of inventories and warranty costs. 94 Table of Contents Cost of products sold mainly consists of the cost for purchasing raw materials and components, the labor cost and other costs for manufacturing e-scooters.
Jiangsu Xiaoniu and Beijing Niudian were qualified as HNTEs and enjoy a preferential income tax rate of 15% for the fiscal years from 2021 to 2023 and 2022 to 2024, respectively. An entity could re-apply for the HNTE certificate when the prior certificate expires.
Jiangsu Xiaoniu and Beijing Niudian are qualified as HNTEs and enjoy a preferential income tax rate of 15% for the fiscal years from 2024 to 2027 and 2022 to 2025, respectively. An entity could re-apply for the HNTE certificate when the prior certificate expires.
Gross profit We generated a gross profit of RMB570.7 million (US$80.4 million) in 2023, as compared to a gross profit of RMB669.7 million in 2022.
Gross profit We generated a gross profit of RMB570.7 million in 2023, as compared to a gross profit of RMB669.7 million in 2022.
Net loss As a result of the foregoing, we were in a net loss of RMB271.8 million (US$38.3 million) in 2023, compared to a net loss of RMB49.5 million in 2022.
Net loss As a result of the foregoing, we were in a net loss of RMB271.8 million in 2023, compared to a net loss of RMB49.5 million in 2022. B.
Our research and development expenses as a percentage of our revenues slightly increased from 5.6% in 2022 to 5.7% in 2023. ​ 97 Table of Contents General and administrative expenses Our general and administrative expenses increased by 54.3% from RMB158.5 million in 2022 to RMB244.5 million (US$34.4 million) in 2023.
Our research and development expenses as a percentage of our revenues slightly increased from 5.6% in 2022 to 5.7% in 2023. General and administrative expenses Our general and administrative expenses increased by 54.3% from RMB158.5 million in 2022 to RMB244.5 million in 2023.
Material cash requirements Our material cash requirements as of December 31, 2023 and any subsequent interim period primarily include our capital expenditures, operating lease obligations and purchase obligations. We made capital expenditures of RMB285.7 million, RMB135.3 million and RMB78.9 million (US$11.1 million) in 2021, 2022 and 2023, respectively.
Material cash requirements Our material cash requirements as of December 31, 2024 and any subsequent interim period primarily include our capital expenditures, operating lease obligations and purchase obligations. We made capital expenditures of RMB135.3 million, RMB78.9 million and RMB119.7 million (US$16.4 million) in 2022, 2023 and 2024, respectively.
(2) Others include B series, C series, BQi series, Niu Aero Sports Bicycles and power-assist e-bike EUB-01 launched in previous years. Our ability to increase e-scooters sales volume depends on our ability to innovate in design and technology and offer e-scooter products that meet our users’ demand.
(2) Others include BQi, CQi, OQi series, Niu Aero Sports Bicycles and power-assist e-bike. Our ability to increase e-scooters sales volume depends on our ability to innovate in design and technology and offer e-scooter products that meet our users’ demand.
Liquidity and Capital Resources Cash flows and working capital We had net cash provided by operating activities of RMB334.2 million and RMB93.7 million (US$13.2 million) in 2021 and 2023, respectively, and net cash used in operating activities of RMB121.9 million in 2022. 99 Table of Contents Our primary sources of liquidity have been cash provided by operating activities and financing activities.
Liquidity and Capital Resources Cash flows and working capital We had net cash provided by operating activities of RMB93.7 million and RMB52.3 million (US$7.2 million) in 2023 and 2024, respectively, and net cash used in operating activities of RMB121.9 million in 2022. Our primary sources of liquidity have been cash provided by operating activities and financing activities.
In 2021, 2022 and 2023, 14.7%, 18.5% and 15.2% of our revenues were derived from sales in international markets, respectively.
In 2022, 2023 and 2024, 18.5%, 15.2% and 13.5% of our revenues were derived from sales in international markets, respectively.
These distributors promote our brand and market our products and services at their own cost. We aim to invest more in local branding and marketing, strengthen connections with our customers, and enhance our adaptability to local market changes. Through our distributor networks, we will continue to expand and leverage our sales network to enhance our brand and improve sales efficiency.
We aim to invest more in local branding and marketing, strengthen connections with our customers, and enhance our adaptability to local market changes. Through our distributor networks, we will continue to expand and leverage our sales network to enhance our brand and improve sales efficiency.
The following table shows our gross profit and gross margin for each of the years presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ 2021 ​ 2022 ​ 2023 ​ ​ ​ (in thousands, except for percentage data) ​ ​ RMB RMB RMB US$ ​ Gross profit ​ 812,779 ​ 669,681 ​ 570,747 ​ 80,388 ​ Gross margin ​ 21.9% ​ 21.1% ​ 21.5% ​ 21.5% ​ ​ Operating expenses Our operating expenses consist of selling and marketing expenses, research and development expenses, and general and administrative expenses.
The following table shows our gross profit and gross margin for each of the years presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ 2022 ​ 2023 ​ 2024 ​ ​ ​ (in thousands, except for percentage data) ​ ​ RMB RMB RMB US$ ​ Gross profit ​ 669,681 ​ 570,747 ​ 498,763 ​ 68,330 ​ Gross margin ​ 21.1 % 21.5 % 15.2 % 15.2 % ​ Operating expenses Our operating expenses consist of selling and marketing expenses, research and development expenses, and general and administrative expenses.
The following table sets forth the break-down of our revenues, in amounts and as percentages of revenues for the years presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ RMB % RMB % RMB US$ % ​ ​ (in thousands, except percentage data) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ E-scooter sales 3,252,989 87.8 2,853,895 90.1 2,358,659 332,210 88.9 Accessories and spare parts sales 397,088 10.7 242,297 7.6 197,634 27,836 7.5 Service revenues 54,460 1.5 72,405 2.3 95,465 13,446 3.6 Total 3,704,537 100.0 3,168,597 100.0 2,651,758 373,492 100.0 ​ We recognize revenues upon the satisfaction of our performance obligation (upon transfer of control of promised goods or services to customers) in an amount that reflects the consideration to which we expect to be entitled to in exchange for those goods or services, excluding amounts collected on behalf of third parties (for example, value added taxes), sales volume rebates provided to qualified distributors based on the volume sold to such distributors in a certain period and sales return estimated based on historical experiences.
The following table sets forth the break-down of our revenues, in amounts and as percentages of revenues for the years presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB % RMB % RMB US$ % ​ ​ (in thousands, except percentage data) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ E-scooter sales 2,853,895 90.1 2,358,659 88.9 2,960,508 405,588 90.0 Accessories and spare parts sales 242,297 7.6 197,634 7.5 241,680 33,110 7.4 Service revenues 72,405 2.3 95,465 3.6 86,108 11,797 2.6 Total 3,168,597 100.0 2,651,758 100.0 3,288,296 450,495 100.0 ​ We recognize revenues upon the satisfaction of our performance obligation (upon transfer of control of promised goods or services to customers) in an amount that reflects the consideration to which we expect to be entitled to in exchange for those goods or services, excluding amounts collected on behalf of third parties (for example, value added taxes), sales volume rebates provided to qualified distributors based on the volume sold to such distributors in a certain period and sales return estimated based on historical experiences.
Although we consolidate the results of the VIE, we only have access to the assets or earnings of the VIE through our contractual arrangements with the VIE and its shareholders. See “Item 4. Information on the Company—C.
As of the date of this annual report, this facility has not been utilized. Although we consolidate the results of the VIE, we only have access to the assets or earnings of the VIE through our contractual arrangements with the VIE and its shareholders. See “Item 4. Information on the Company—C.
Net cash provided by financing activities in 2021 was RMB6.2 million, consisting primarily of proceeds from short-term bank borrowings and exercise of employee stock option, partially offset by repayments for short-term bank borrowings.
Net cash used in financing activities in 2023 was RMB59.3 million, consisting primarily of repayments for short-term bank borrowings, partially offset by the proceeds from short-term bank borrowings and exercise of employee stock option.
Year Ended December 31, 2022 Compared to Year Ended December 31, 2021 Revenues Our revenues decreased by 14.5% from RMB3,704.5 million in 2021 to RMB3,168.6 million in 2022, which was primarily due to a decrease in e-scooter sales volume.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Revenues Our revenues decreased by 16.3% from RMB3,168.6 million in 2022 to RMB2,651.8 million in 2023, which was primarily due to a decrease in e-scooter sales volume.
We sell and service our products through our “city partner” system in China, which consisted of 288 city partners with 2,856 franchised stores in 251 cities in China, and 56 distributors in 54 countries overseas as of December 31, 2023, as well as on our own online store and third-party e-commerce platforms.
We sell and service our products through our “city partner” system in China, which consisted of 499 city partners with 3,735 franchised stores in 293 cities in China, and 57 distributors in 53 countries overseas as of December 31, 2024, as well as on our own online store and third-party e-commerce platforms.
The following table shows the number of e-scooters we sold in the years presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ Units % Units % Units % F Series ​ 175,230 ​ 16.9 ​ 79,747 ​ 9.6 ​ 209,554 ​ 29.5 G Series ​ 430,057 ​ 41.4 ​ 233,737 ​ 28.1 ​ 134,671 ​ 19.0 KQi Series ​ 15,413 1.5 102,466 12.3 100,508 14.2 MQi Series ​ 106,914 10.3 41,906 5.0 98,726 13.9 UQi Series ​ 180,491 17.4 208,360 25.1 80,248 11.3 NQi Series (1) ​ 100,111 9.7 55,161 6.7 40,099 5.6 Others (2) ​ 29,698 ​ 2.9 ​ 110,216 ​ 13.3 ​ 45,996 ​ 6.5 Total 1,037,914 100.0 831,593 100.0 709,802 100.0 Notes: (1) Number of e-scooters sold including SQi and RQi series.
The following table shows the number of e-scooters we sold in the years presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ Units % Units % Units % NQi Series (1) ​ 55,161 ​ 6.6 ​ 40,099 ​ 5.6 ​ 302,706 ​ 32.7 MQi Series ​ 41,906 ​ 5.0 ​ 98,726 ​ 13.9 ​ 60,117 ​ 6.5 UQi Series ​ 208,360 25.1 ​ 80,248 11.3 ​ 119,856 13.0 FQi Series ​ 79,747 9.6 ​ 209,554 29.5 ​ 180,855 19.6 KQi Series ​ 102,466 12.3 ​ 100,508 14.2 ​ 161,522 17.5 GQi Series ​ 233,737 28.1 ​ 134,671 19.0 ​ 69,425 7.5 Others (2) ​ 110,216 ​ 13.3 ​ 45,996 ​ 6.5 ​ 29,859 ​ 3.2 Total 831,593 100.0 709,802 100.0 924,340 100.0 Notes: (1) Number of e-scooters sold including SQi, RQi and XQi series.
Our ability to increase e-scooter sales volume Our results of operations depend significantly on our ability to increase sales volume of our e-scooters. Revenues generated from e-scooters represented 87.8%, 90.1% and 88.9% of our net revenues in 2021, 2022 and 2023, respectively.
Our ability to increase e-scooter sales volume Our results of operations depend significantly on our ability to increase sales volume of our e-scooters. Revenues generated from e-scooters represented 90.1%, 88.9% and 90.0% of our net revenues in 2022, 2023 and 2024, respectively. We sold 831,593, 709,802 and 924,340 units of e-scooters in 2022, 2023 and 2024, respectively.
The difference between net cash provided by operating activities and net loss was attributable to adjustments for certain non-cash expenses and net changes in working capital. Adjustments for non-cash expenses consisted principally of depreciation and amortization expenses of RMB95.5 million and share-based compensation expenses of RMB47.2 million.
The difference between net cash provided by operating activities and net loss was attributable to adjustments for certain non-cash expenses and net changes in working capital. Adjustments for non-cash expenses consisted principally of depreciation and amortization expenses of RMB122.1 million (US$16.7 million), write-downs of inventories of RMB30.0 million (US$4.1 million), and share-based compensation expenses of RMB24.2 million (US$3.3 million).
The following table sets forth the break-down of our total operating expenses, in amounts and as percentages of total operating expenses for each of the years presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ RMB % RMB % RMB US$ % ​ ​ (in thousands except for percentage data) Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling and marketing expenses 332,008 54.5 440,409 56.8 495,735 69,823 55.6 Research and development expenses 135,218 22.2 176,478 22.8 150,986 21,266 16.9 General and administrative expenses 141,799 23.3 158,461 20.4 244,518 34,439 27.5 Total 609,025 100.0 775,348 100.0 891,239 125,528 100.0 ​ Selling and marketing expenses.
The following table sets forth the break-down of our total operating expenses, in amounts and as percentages of total operating expenses for each of the years presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB % RMB % RMB US$ % ​ ​ (in thousands except for percentage data) Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling and marketing expenses 440,409 56.8 495,735 55.6 489,578 67,072 65.3 Research and development expenses 176,478 22.8 150,986 16.9 130,111 17,825 17.3 General and administrative expenses 158,461 20.4 244,518 27.5 130,618 17,895 17.4 Total 775,348 100.0 891,239 100.0 750,307 102,792 100.0 ​ Selling and marketing expenses.
Our gross margin remained stable at 21.9%, 21.1% and 21.5% in 2021, 2022 and 2023, respectively, despite some temporary setbacks due to general economic conditions, our ability to control cost of products sold also depends on our successful adoption of automatic and intelligent manufacturing equipment and procedures, and effective utilization of our platform-based engineering system, through which designs of new models may be easily adaptable to our existing production lines.
Our ability to control cost of products sold also depends on our successful adoption of automatic and intelligent manufacturing equipment and procedures, and effective utilization of our platform-based engineering system, through which designs of new models may be easily adaptable to our existing production lines.
As a result, although other means are available for us to obtain financing at the holding company level, Niu Technologies’ ability to pay dividends depends upon dividends paid by our mainland China subsidiaries and license and service fees paid by the VIE in mainland China.
As a result, although other means are available for us to obtain financing at the holding company level, Niu Technologies’ ability to pay dividends depends upon dividends paid by our mainland China subsidiaries and license and service fees paid by the VIE in mainland China. ​ 103 Table of Contents If any of our existing or newly formed mainland China subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to Niu Technologies.
The decrease in the sales volume of e-scooters was mainly due to the relatively slow pace of macro-economic recovery post COVID-19 and increased market competition in China and international markets. 96 Table of Contents The revenues per e-scooter decreased from RMB3,810.3 in 2022 to RMB3,735.9 (US$526.2) in 2023, mainly due to the decreased sales volume of e-motorcycles and e-mopeds in international markets, which generally have a higher average selling price.
The revenues per e-scooter decreased from RMB3,810.3 in 2022 to RMB3,735.9 in 2023, mainly due to the decreased sales volume of e-motorcycles and e-mopeds in international markets , which generally have a higher average selling price.
After considering all facts available to us as of the date of this annual report, we believe our cash and cash equivalents, restricted cash and term deposits will be sufficient to meet our current and anticipated needs for general corporate purposes for at least the next 12 months.
As of December 31, 2024, we had RMB846.4 million (US$116.0 million) in cash, cash equivalents and restricted cash, of which approximately 27.2% were held in Renminbi and the remainder was mainly held in U.S. dollars. 100 Table of Contents After considering all facts available to us as of the date of this annual report, we believe our cash and cash equivalents, restricted cash and term deposits will be sufficient to meet our current and anticipated needs for general corporate purposes for at least the next 12 months.
Year-to-year comparisons of historical results of operations should not be relied upon as indicative of future performance. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ RMB % RMB % RMB US$ % ​ ​ (in thousands except for percentage data) Revenues 3,704,537 100.0 3,168,597 100.0 2,651,758 373,492 100.0 Cost of revenues (1) (2,891,758) (78.1) (2,498,916) (78.9) (2,081,011) (293,104) (78.5) Gross profit 812,779 21.9 669,681 21.1 570,747 80,388 21.5 Operating expenses ​ ​ ​ ​ ​ ​ ​ Selling and marketing expenses (332,008) (9.0) (440,409) (13.9) (495,735) (69,823) (18.7) Research and development expenses (135,218) (3.7) (176,478) (5.6) (150,986) (21,266) (5.7) General and administrative expenses (141,799) (3.8) (158,461) (5.0) (244,518) (34,439) (9.2) Total operating expenses (1) (609,025) (16.4) (775,348) (24.5) (891,239) (125,528) (33.6) Government grants 48,727 1.3 16,385 0.5 2,969 418 0.1 Operating income (loss) 252,481 6.8 (89,282) (2.8) (317,523) (44,722) (12.0) Interest expenses (6,168) (0.2) (5,716) (0.2) (1,424) (201) (0.1) Interest income 5,376 0.1 12,860 0.4 35,492 4,999 1.3 Investment income 21,168 0.6 10,918 0.3 1,426 201 0.1 Income (loss) before income taxes 272,857 7.4 (71,220) (2.2) (282,029) (39,723) (10.6) Income tax (expense) benefit (47,037) (1.3) 21,757 0.7 10,193 1,436 0.4 Net income (loss) 225,820 6.1 (49,463) (1.6) (271,836) (38,287) (10.3) (1) Share-based compensation expenses are allocated in cost of revenues and operating expenses items as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ RMB RMB RMB US$ ​ ​ (in thousands) Cost of revenues 847 1,225 1,238 174 Selling and marketing expenses 13,293 15,433 9,992 1,407 Research and development expenses 17,061 22,362 21,654 3,050 General and administrative expenses 16,017 19,199 14,775 2,082 Total 47,218 58,219 47,659 6,713 ​ Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Revenues Our revenues decreased by 16.3% from RMB3,168.6 million in 2022 to RMB2,651.8 million (US$373.5 million) in 2023, which was primarily due to a decrease in e-scooter sales volume.
Year-to-year comparisons of historical results of operations should not be relied upon as indicative of future performance. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB % RMB % RMB US$ % ​ ​ (in thousands except for percentage data) Revenues 3,168,597 100.0 2,651,758 100.0 3,288,296 450,495 100.0 Cost of revenues (1) (2,498,916) (78.9) (2,081,011) (78.5) (2,789,533) (382,165) (84.8) Gross profit 669,681 21.1 570,747 21.5 498,763 68,330 15.2 Operating expenses ​ ​ ​ ​ ​ ​ ​ Selling and marketing expenses (440,409) (13.9) (495,735) (18.7) (489,578) (67,072) (14.9) Research and development expenses (176,478) (5.6) (150,986) (5.7) (130,111) (17,825) (4.0) General and administrative expenses (158,461) (5.0) (244,518) (9.2) (130,618) (17,895) (3.9) Total operating expenses (1) (775,348) (24.5) (891,239) (33.6) (750,307) (102,792) (22.8) Government grants 16,385 0.5 2,969 0.1 912 126 0.0 Operating loss (89,282) (2.8) (317,523) (12.0) (250,632) (34,336) (7.6) Interest expenses (5,716) (0.2) (1,424) (0.1) (5,624) (770) (0.2) Interest income 12,860 0.4 35,492 1.3 37,090 5,081 1.1 Investment income 10,918 0.3 1,426 0.1 2,359 323 0.1 Loss before income taxes (71,220) (2.2) (282,029) (10.6) (216,807) (29,702) (6.6) Income tax benefit 21,757 0.7 10,193 0.4 23,606 3,234 0.7 Net loss (49,463) (1.6) (271,836) (10.3) (193,201) (26,468) (5.9) (1) Share-based compensation expenses are allocated in cost of revenues and operating expenses items as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB RMB RMB US$ ​ ​ (in thousands) Cost of revenues 1,225 1,238 751 103 Selling and marketing expenses 15,433 9,992 7,110 974 Research and development expenses 22,362 21,654 7,325 1,004 General and administrative expenses 19,199 14,775 9,047 1,239 Total 58,219 47,659 24,233 3,320 ​ Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Revenues Our revenues increased by 24.0% from RMB2,651.8 million in 2023 to RMB3,288.3 million (US$450.5 million) in 2024, which was primarily due to an increase in e-scooter sales volume.
The subscription fee for the initial one to two years is included in the retail price of our smart e-scooters, and after the initial period, users will need to pay a fee to renew the subscription. ● NIU Cover.
The subscription fee for the initial one year is included in the retail price of our smart e-scooters, and after the initial period, users will need to pay a fee to renew the subscription. ● NIU Cover. We facilitate the sale of insurance policies for our e-scooters to individual customers, which are provided by third-party insurance companies. ● R&D services.
Moreover, our ability to increase the sales volume also depends on our ability to continually enhance our brand to attract users and purchases, as well as our ability to successfully execute our omnichannel retail model and expand our sales network both domestically and globally. 91 Table of Contents Our ability to develop and sell more accessories and spare parts and services Our results of operations are affected by our ability to develop and sell more accessories and spare parts, which generally have higher gross margins.
Moreover, our ability to increase the sales volume also depends on our ability to continually enhance our brand to attract users and purchases, as well as our ability to successfully execute our omnichannel retail model and expand our sales network both domestically and globally.
Revenues generated from selling accessories and spare parts represented 10.7%, 7.6% and 7.5% of our net revenues in 2021, 2022 and 2023, respectively. Our results of operations are also affected by our ability to sell more services. We generate revenue from the NIU app by providing subscription-based mobile app services.
Our ability to develop and sell more accessories and spare parts and services Our results of operations are affected by our ability to develop and sell more accessories and spare parts, which generally have higher gross margins. Revenues generated from selling accessories and spare parts represented 7.6%, 7.5% and 7.4% of our net revenues in 2022, 2023 and 2024, respectively.
Our ability to manage our supply chain and manufacturing Material and manufacturing costs of our e-scooters have historically accounted for a majority of our cost of revenues.
This not only provides us with additional revenue streams but also improves our gross margin. 92 Table of Contents Our ability to manage our supply chain and manufacturing Material and manufacturing costs of our e-scooters have historically accounted for a majority of our cost of revenues.
Furthermore, capital account transactions, which include foreign direct investment and loans, must be approved by and/or registered with SAFE, its local branches and certain local banks. 100 Table of Contents The following table sets forth the movements of our cash flows for the years presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ RMB RMB RMB US$ ​ ​ (in thousands) Selected Consolidated Cash Flow Data: Net cash provided by (used in) operating activities 334,175 (121,856) 93,735 13,202 Net cash (used in) provided by investing activities (295,059) 397,892 216,310 30,467 Net cash provided by (used in) financing activities 6,246 (17,797) (59,346) (8,359) Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash (8,490) 30,043 8,914 1,255 Net increase in cash, cash equivalents and restricted cash 36,872 288,282 259,613 36,565 Cash, cash equivalents and restricted cash at the beginning of the year 395,473 432,345 720,627 101,499 Cash, cash equivalents and restricted cash at the end of the year 432,345 720,627 980,240 138,064 ​ Operating activities Net cash provided by operating activities in 2023 was RMB93.7 million (US$13.2 million), as compared to net loss of RMB271.8 million (US$38.3 million).
The following table sets forth the movements of our cash flows for the years presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB RMB RMB US$ ​ ​ (in thousands) Selected Consolidated Cash Flow Data: Net cash (used in) provided by operating activities (121,856) 93,735 52,287 7,163 Net cash provided by (used in) investing activities 397,892 216,310 (292,429) (40,063) Net cash (used in) provided by financing activities (17,797) (59,346) 100,267 13,737 Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash 30,043 8,914 6,052 830 Net increase (decrease) in cash, cash equivalents and restricted cash 288,282 259,613 (133,823) (18,333) Cash, cash equivalents and restricted cash at the beginning of the year 432,345 720,627 980,240 134,292 Cash, cash equivalents and restricted cash at the end of the year 720,627 980,240 846,417 115,959 ​ Operating activities Net cash provided by operating activities in 2024 was RMB52.3 million (US$7.2 million), as compared to net loss of RMB193.2 million (US$26.5 million).
As of December 31, 2023, the total outstanding balance of these borrowings was nil, and the cash collateral in the form of a US dollar deposit held with the bank was nil. ● In March 2023, we entered into a twelve-month secured loan facility agreement with a commercial bank in the PRC, pursuant to which we are entitled to borrow a secured bank loan of up to RMB160,000,000.
As of December 31, 2024, this facility was utilized for issuing bank acceptance notes, with an outstanding balance of RMB144,348,768. ● In March 2023, we entered into a twelve-month secured loan facility agreement with a commercial bank in mainland China, pursuant to which we are entitled to borrow secured bank loans of up to RMB160,000,000.
Net cash used in investing activities in 2021 was RMB295.1 million, consisting primarily of cash paid for purchases of term deposits, short-term investments, and property, plant and equipment, partially offset by cash received from sale of short-term investments and withdrawal from term deposits. 101 Table of Contents Financing activities Net cash used in financing activities in 2023 was RMB59.3 million (US$8.4 million), consisting primarily of repayments for short-term bank borrowings, partially offset by the proceeds from short-term bank borrowings and exercise of employee stock option.
The increase in inventories and prepayments and other current assets was primarily due to the growth of our business and operation. 102 Table of Contents Investing activities Net cash used in investing activities in 2024 was RMB292.4 million (US$40.1 million), consisting primarily of cash paid for purchases of term deposits, short-term investments, and property, plant and equipment, partially offset by cash received from sale of short-term investments and withdrawal from term deposits.
Our research and development expenses mainly consist of payroll and related costs for employees involved in researching and developing new products and technologies, design and development expenses, primarily including validation and testing fees, and expenses associated with the use by these functions of our facilities and equipment, such as depreciation and rental expenses.
Our research and development expenses mainly consist of payroll and related costs for employees involved in researching and developing new products and technologies, and design and development expenses, primarily including validation and testing fees. We plan to continue our innovation in design and technology and further expand our product portfolio. General and administrative expenses.
As of December 31, 2023, the total outstanding borrowings were RMB100,000,000 and we provided cash collateral in the form of a US dollar deposit equivalent to RMB107,521,732 held with the bank. ● In April 2022, we entered into a twelve- month revolving loan facility agreement with a commercial bank in the PRC, and was entitled to extend the maturity date to April 2024.
As of December 31, 2024, the total outstanding borrowings under these loan facility agreements were RMB200,000,000 and we provided cash collateral in the form of a US dollar deposit equivalent to RMB215,652,000 held with the bank. ● In January and July 2024, we entered into two six-month revolving loan facility agreements with a commercial bank in mainland China, pursuant to which we were entitled to borrow notes payable of up to RMB50,000,000 each.
The increase of our selling and marketing expenses as a percentage of our revenues in 2023 was mainly due to our expansion in the international markets, especially kick-scooters. Our ability to lower our selling and marketing expenses as a percentage of revenues depends on our ability to manage our branding and promotion efforts, and improve selling and marketing efficiency.
The decrease of our selling and marketing expenses as a percentage of our revenues in 2024 was mainly due to the optimization of our operation, especially in the international markets.
We have the following short-term bank borrowings: ● In June 2021, we entered into a two-year secured loan facility agreement with a commercial bank in the PRC, pursuant to which we were entitled to borrow a secured bank loan of up to RMB160,000,000.
In March and June 2024, we entered into two additional twelve-month secured loan facility agreements with the same commercial bank, pursuant to which we were entitled to borrow secured bank loans of up to RMB100,000,000 each.
Changes in working capital accounts that affected operating cash flow consisted primarily of (i) a RMB286.7 million increase in accounts payable and notes payable, (ii) a RMB168.5 million increase in accounts receivable and (iii) a RMB131.2 million increase in inventories.
Changes in working capital accounts that affected operating cash flow consisted primarily of (i) an increase of RMB423.0 million (US$58.0 million) in accounts payable and notes payable, partially offset by (ii) an increase of RMB288.2 million (US$39.5 million) in inventories, (iii) an increase of RMB58.8 million (US$8.1 million) in prepayments and other current assets and (iv) an increase of RMB44.9 million (US$6.1 million) in accounts receivable and notes receivable.
The increase was primarily due to an increase of RMB14.7 million in staff cost, an increase of RMB3.2 million in share-based compensation, an increase of RMB23.8 million in allowance for doubtful accounts and a decrease of RMB24.6 million in foreign currency exchange gain.
The decrease was primarily due to a decrease of RMB131.8 million in allowance for doubtful accounts, partially offset by an increase of RMB12.5 million due to foreign exchange gain or loss, and an increase of RMB13.2 million in staff cost. The increase in staff cost was mainly due to an increase in the number of employees with general corporate functions.
We facilitate the sale of insurance policies for our e-scooters to individual customers, which are provided by third-party insurance companies. ● R&D services. We collaborate with a strategic partner for a joint R&D project and we earn revenues from the R&D services we provided.
We collaborate with a strategic partner for a joint R&D project and we generate revenues from the R&D services we provided.
Our general and administrative expenses as a percentage of our revenues increased from 3.8% in 2021 to 5.0% in 2022. Government grants Our government grants decreased from RMB48.7 million in 2021 to RMB16.4 million in 2022.
Our general and administrative expenses as a percentage of our revenues decreased from 9.2% in 2023 to 3.9% in 2024.
We sold 709,802 units, including 600,994 units sold in the China market and 108,808 units sold in international markets.
We sold 924,340 units in 2024, including 759,094 units sold in the China market and 165,246 units sold in international markets.
Users will need to subscribe for the mobile app service by paying a fee after an initial period of one or two years. Revenues generated from providing services 1.5%, 2.3% and 3.6% of our revenues in 2021, 2022 and 2023, respectively.
Our results of operations are also affected by our ability to sell more services. We generate revenue from the NIU app by providing subscription-based mobile app services. Users will need to subscribe for the mobile app service by paying a fee after an initial period of one year.
The increase in inventories and prepayments and other current assets was primarily due to the growth of our business and operation. Net cash provided by operating activities in 2021 was RMB334.2 million, as compared to net income of RMB225.8 million.
The increase in accounts payable and notes payable was primarily due to enhanced efficiency of cash management. Net cash provided by operating activities in 2023 was RMB93.7 million, as compared to net loss of RMB271.8 million.
We will continue to further enhance the connectivity and other smart functionalities of our e-scooters and the NIU app and improve the user experience. This not only provides us with additional revenue streams but also improves our gross margin .
Revenues generated from providing services represented 2.3%, 3.6% and 2.6% of our revenues in 2022, 2023 and 2024, respectively. We will continue to further enhance the connectivity and other smart functionalities of our e-scooters and the NIU app, and improve the user experience.
Despite the headwinds, we have been committed to the strategy of focusing on premium and mass-premium products in 2023, by expanding our product line and growing our classic series. Although we still face uncertainties and pressures, we expect that our domestic sales will return to the growth track in 2024 with the launches of our new products.
This strategy, alongside the launch of several new products, enabled us to return to a growth trajectory in 2024. Although we still face uncertainties and pressures, we expect that our domestic sales will further expand in 2025, driven by the introduction of innovative new products.
In June 2021, we drew down RMB160,000,000 under this facility agreement bearing interest of 3.5% per annum, and repaid RMB40,000,000 and RMB120,000,000 in September and December 2021, respectively.
We drew down RMB100,000,000 in March 2024 and RMB100,000,000 in June 2024 under the respective facility agreement, bearing an annual interest rate of 3.0%, and repaid RMB100,000,000 in March 2025.
The cost per e-scooter, defined as cost of revenues divided by the number of e-scooters sold in a specified period, increased from RMB2,786.1 in 2021 to RMB3005.0 in 2022, which was primarily due to higher raw material costs and product mix change. 98 Table of Contents Gross profit We generated a gross profit of RMB669.7 million in 2022, as compared to a gross profit of RMB812.8 million in 2021.
The cost per e-scooter, defined as cost of revenues divided by the number of e-scooters sold in a specified period, increased from RMB2,931.8 in 2023 to RMB3,017.9 (US$413.4) in 2024, which was primarily due to a higher proportion of premium series sales in domestic market with higher cost per e-scooter.
We have adopted an omnichannel retail model, integrating offline and online channels, to sell our products and provide services. Our offline channels consisted of 288 city partners with 2,856 franchised stores in 251 cities in China and 56 distributors in 54 countries overseas as of December 31, 2023.
Our offline channels consisted of 499 city partners with 3,735 franchised stores in 293 cities in China and 57 distributors in 53 countries overseas as of December 31, 2024. These distributors promote our brand and market our products and services at their own cost.
The number of e-scooters sold decreased by 19.9% from 1,037,914 in 2021 to 831,593 in 2022 and further decreased to 709,802 in 2023. We experienced external challenges from the lingering effects of lithium battery price hikes in 2022, as well as the consumption downgrade in our addressable markets.
We experienced external challenges from the lingering effects of lithium battery price hikes in 2022, the consumption downgrade and intense competition in our addressable markets, posing significant headwinds. Despite these pressures, we have been committed to the strategy of focusing on premium and mass-premium products in 2023.
Pursuant to this agreement, we are entitled to borrow a short-term bank borrowing and notes payable of up to RMB300,000,000. As of December 31, 2023, notes payable represents non-interest-bearing bank acceptance notes we issued to suppliers that are due within twelve months.
As of December 31, 2024, the facility was utilized for issuing bank acceptance notes, with an outstanding balance of RMB100,000,000. ● In February 2025, we entered into a twelve-month revolving loan facility agreement with a commercial bank in mainland China, pursuant to which we are entitled to borrow a short-term bank borrowing and notes payable up to RMB50,000,000.
The increase was primarily due to an increase of RMB31.4 million in advertising and promotion expenses, an increase of RMB41.8 million in depreciation and amortization, an increase of RMB10.2 million in staff cost, an increase of RMB2.1 million in share-based compensation, an increase of RMB6.3 million in rental expenses and an increase of RMB14.7 million in other selling expenses.
This reduction was primarily due to a decrease of RMB29.4 million in depreciation and amortization, RMB23.5 million in rental expenses, which were partially offset by an increase of RMB20.2 million in staff cost, RMB12.2 million in after-sales services, and RMB5.2 million in advertising and promotion expenses.

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The nominating and corporate governance committee will be responsible for, among other things: ● selecting and recommending to the board nominees for election by the shareholders or appointment by the board; 107 Table of Contents ● reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; ● making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and ● advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.
The nominating and corporate governance committee will be responsible for, among other things: ● selecting and recommending to the board nominees for election by the shareholders or appointment by the board; 108 Table of Contents ● reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; ● making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and ● advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.
Wolhardt was an analyst at Lazard Freres & Co from 1996 to 1997 and worked at Coopers & Lybrand from 1995 to 1996. Mr. Wolhardt received his bachelor’s degree in accounting from the University of Illinois (Urbana-Champaign) in 1995. Mr. Wolhardt is a certified public accountant and certified management accountant in the U.S. 104 Table of Contents Mr.
Wolhardt was an analyst at Lazard Freres & Co from 1996 to 1997 and worked at Coopers & Lybrand from 1995 to 1996. Mr. Wolhardt received his bachelor’s degree in accounting from the University of Illinois (Urbana-Champaign) in 1995. Mr. Wolhardt is a certified public accountant and certified management accountant in the U.S. 105 Table of Contents Mr.
These shares, however, are not included in the computation of the percentage ownership of any other person. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares Beneficially Owned ​ ​ ​ % of % of ​ ​ Class A ​ Class B ​ total ​ aggregate ​ ​ ordinary ​ ordinary ​ ordinary ​ voting ​ ​ shares ​ shares ​ shares ​ power *** Directors and Executive Officers**: Yan Li (1) 830,000 6,615,000 4.8 ​ 13.3 Fion Wenjuan Zhou * — * * Changqing Ye — — — — Mei-Wei Cheng * — * * Julian Juul Wolhardt * — * * John Jinshu Zhang * — * * All Directors and Executive Officers as a Group 984,600 6,615,000 4.9 ​ 13.4 Principal Shareholders: Glory Achievement Fund Limited (2) 49,321,935 — 31.8 ​ 24.1 Niu Holding Inc.
These shares, however, are not included in the computation of the percentage ownership of any other person. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares Beneficially Owned ​ ​ ​ % of % of ​ ​ Class A ​ Class B ​ total ​ aggregate ​ ​ ordinary ​ ordinary ​ ordinary ​ voting ​ ​ shares ​ shares ​ shares ​ power *** Directors and Executive Officers**: Yan Li (1) 830,000 6,615,000 4.8 ​ 13.3 Fion Wenjuan Zhou * — * * Changqing Ye — — — — Mei-Wei Cheng * — * * Julian Juul Wolhardt * — * * John Jinshu Zhang * — * * All Directors and Executive Officers as a Group 1,077,000 6,615,000 4.9 ​ 13.4 Principal Shareholders: Glory Achievement Fund Limited (2) 49,321,935 — 31.6 ​ 24.0 Niu Holding Inc.
None of our non-executive directors has a service contract with us that provides for benefits upon termination of service. 106 Table of Contents Committees of the Board of Directors We have established three committees under the board of directors: an audit committee, a compensation committee and a nominating and corporate governance committee.
None of our non-executive directors has a service contract with us that provides for benefits upon termination of service. 107 Table of Contents Committees of the Board of Directors We have established three committees under the board of directors: an audit committee, a compensation committee and a nominating and corporate governance committee.
Options that are vested and exercisable will terminate if they are not exercised prior to the time as the plan administrator determines at the time of grant. However, the maximum exercisable term is ten years from the date of grant. 105 Table of Contents Transfer Restrictions.
Options that are vested and exercisable will terminate if they are not exercised prior to the time as the plan administrator determines at the time of grant. However, the maximum exercisable term is ten years from the date of grant. 106 Table of Contents Transfer Restrictions.
Our officers are appointed by and serve at the discretion of the board of directors, and may be removed by our board of directors. ​ 108 Table of Contents Employment Agreements and Indemnification Agreements We have entered into employment agreements with each of our executive officers.
Our officers are appointed by and serve at the discretion of the board of directors, and may be removed by our board of directors. ​ 109 Table of Contents Employment Agreements and Indemnification Agreements We have entered into employment agreements with each of our executive officers.
Share Ownership Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our ordinary shares as of February 29, 2024 by: ● each of our directors and executive officers; and ● each of our principal shareholders who beneficially own more than 5% of our total outstanding shares on an as-converted basis.
Share Ownership Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our ordinary shares as of February 28, 2025 by: ● each of our directors and executive officers; and ● each of our principal shareholders who beneficially own more than 5% of our total outstanding shares on an as-converted basis.
The above information is based on the Schedule 13G/A jointly filed by (i) Niu Holding Inc., (ii) LUCK GENIE HOLDINGS LIMITED, (iii) Legend Champ Investment Limited, (iv) Token Who Cares Trust and (v) Token Yilin Hu on February 9, 2023, and assumes that Niu Holding Inc.’s shareholding has not changed since December 31, 2022. 111 Table of Contents To our knowledge, as of February 29, 2024, a total of 101,545,280 Class A ordinary shares were held by three record holders in the United States, representing approximately 65.4% of our total outstanding shares on an as-converted basis.
The above information is based on the Schedule 13G/A jointly filed by (i) Niu Holding Inc., (ii) LUCK GENIE HOLDINGS LIMITED, (iii) Legend Champ Investment Limited, (iv) Token Who Cares Trust and (v) Token Yilin Hu on February 9, 2023, and assumes that Niu Holding Inc.’s shareholding has not changed since December 31, 2022. 112 Table of Contents To our knowledge, as of February 28, 2025, a total of 101,545,280 Class A ordinary shares were held by three record holders in the United States, representing approximately 65.1% of our total outstanding shares on an as-converted basis.
Board Diversity Matrix ​ ​ ​ Board Diversity Matrix (As of February 29, 2024) Country of Principal Executive Offices PRC Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total Number of Directors 6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Did Not ​ ​ ​ ​ ​ ​ Non- ​ Disclose ​ ​ Female ​ Male ​ Binary ​ Gender Part I: Gender Identity ​ ​ ​ ​ Directors ​ 1 ​ 5 ​ N/A ​ N/A Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 ​ 109 Table of Contents D.
Board Diversity Matrix ​ ​ ​ Board Diversity Matrix (As of February 28, 2025) Country of Principal Executive Offices PRC Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total Number of Directors 6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Did Not ​ ​ ​ ​ ​ ​ Non- ​ Disclose ​ ​ Female ​ Male ​ Binary ​ Gender Part I: Gender Identity ​ ​ ​ ​ Directors ​ 1 ​ 5 ​ N/A ​ N/A Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 ​ 110 Table of Contents D.
Yan Li upon exercise of share options within 60 days of February 29, 2024, and (iii) 6,615,000 Class B ordinary shares held by ELLY Holdings Limited, a BVI business company. ELLY Holdings Limited is wholly owned by Dr. Yan Li.
Yan Li upon exercise of share options within 60 days of February 28, 2025, and (iii) 6,615,000 Class B ordinary shares held by ELLY Holdings Limited, a BVI business company. ELLY Holdings Limited is wholly owned by Dr. Yan Li.
The following table summarizes, as of December 31, 2023, the options granted and outstanding under the Amended and Restated 2016 Plan and the 2018 Plan to our directors and executive officers and our other employees, excluding options that were forfeited or canceled after the relevant grant dates. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares Exercise ​ ​ ​ ​ Underlying ​ Price ​ ​ ​ Date of Name ​ Options ​ (US$/Share) ​ Date of Grant ​ Expiration Yan Li * 3.425 August 1, 2019 July 31, 2029 Other employees 3,013,058 0.2 and 3.425 February 1, 2018~ August 1, 2019 January 31, 2028~ July 31, 2029 * Less than 1% of our total ordinary shares outstanding as of December 31, 2023.
The following table summarizes, as of December 31, 2024, the options granted and outstanding under the Amended and Restated 2016 Plan and the 2018 Plan to our directors and executive officers and our other employees, excluding options that were forfeited or canceled after the relevant grant dates. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares Exercise ​ ​ ​ ​ Underlying ​ Price ​ ​ ​ Date of Name ​ Options ​ (US$/Share) ​ Date of Grant ​ Expiration Yan Li * 3.425 August 1, 2019 July 31, 2029 Other employees 2,823,328 0.2 and 3.425 February 1, 2016~ August 1, 2019 January 31, 2026~ July 31, 2029 * Less than 1% of our total ordinary shares outstanding as of December 31, 2024.
One of these record holders is Citibank, N.A., the depositary of our ADS program. None of our outstanding Class B ordinary shares were held by record holders in the United States as of February 29, 2024.
One of these record holders is Citibank, N.A., the depositary of our ADS program. None of our outstanding Class B ordinary shares were held by record holders in the United States as of February 28, 2025.
Compensation In 2023, we paid an aggregate of approximately RMB3.54 million (US$0.50 million) in cash to our executive officers, and approximately RMB1.06 million (US$0.15 million) in cash to our non-executive directors. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers.
Compensation In 2024, we paid an aggregate of approximately RMB3.91 million (US$0.54 million) in cash to our executive officers, and approximately RMB1.09 million (US$0.15 million) in cash to our non-executive directors. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers.
Our board of directors has approved annual increases of 2,285,407, 2,305,212, and 2,313,923 ordinary shares for the years ended December 31, 2021, 2022 and 2023, representing 1.5% of total issued and outstanding shares as of December 31, 2020, 2021 and 2022, respectively, pursuant to the 2018 Plan.
Our board of directors has approved annual increases of 2,305,212, 2,313,923 and 2,326,755 ordinary shares for the years ended December 31, 2022, 2023 and 2024, representing 1.5% of total issued and outstanding shares as of December 31, 2021, 2022 and 2023, respectively, pursuant to the 2018 Plan.
As of December 31, 2023, options to purchase 1,330,130 ordinary shares and nil restricted share units had been granted and were outstanding under the Amended and Restated 2016 Plan, excluding options or restricted share units that were forfeited or canceled after the relevant grant dates.
As of December 31, 2024, options to purchase 1,140,400 ordinary shares and nil restricted share units had been granted and were outstanding under the Amended and Restated 2016 Plan, excluding options or restricted share units that were forfeited or canceled after the relevant grant dates.
As of December 31, 2023, options to purchase 2,612,928 ordinary shares and 2,003,074 restricted share units had been granted and were outstanding under the 2018 Plan, excluding options or restricted share units that were forfeited or canceled after the relevant grant dates.
As of December 31, 2024, options to purchase 2,612,928 ordinary shares and 2,753,342 restricted share units had been granted and were outstanding under the 2018 Plan, excluding options or restricted share units that were forfeited or canceled after the relevant grant dates.
The following table summarizes, as of December 31, 2023, the restricted share units granted and outstanding under the Amended and Restated 2016 Plan and the 2018 Plan to our directors and executive officers and our other employees, excluding restricted share units that were forfeited or canceled after the relevant grant dates. ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares ​ ​ ​ ​ Underlying ​ ​ ​ ​ ​ ​ Restricted Share ​ ​ ​ Date of Name ​ Units ​ Date of Grant ​ Expiration Fion Wenjuan Zhou ​ * ​ March 15, 2022 ​ March 14, 2032 Changqing Ye ​ * ​ October 19, 2022 ​ October 18, 2032 Mei-Wei Cheng * October 19, 2022 October 18, 2032 Julian Juul Wolhardt ​ * ​ October 19, 2022 ​ October 18, 2032 John Jinshu Zhang * October 19, 2022 October 18, 2032 Other employees 1,669,074 February 1, 2019 ~ October 1, 2023 January 31, 2029 ~ September 30, 2033 * Less than 1% of our total ordinary shares outstanding as of December 31, 2023.
The following table summarizes, as of December 31, 2024, the restricted share units granted and outstanding under the Amended and Restated 2016 Plan and the 2018 Plan to our directors and executive officers and our other employees, excluding restricted share units that were forfeited or canceled after the relevant grant dates. ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares ​ ​ ​ ​ Underlying ​ ​ ​ ​ ​ ​ Restricted Share ​ ​ ​ Date of Name ​ Units ​ Date of Grant ​ Expiration Fion Wenjuan Zhou ​ * ​ March 15, 2022 ​ March 14, 2032 Changqing Ye ​ * ​ October 19, 2024 ​ October 18, 2034 Mei-Wei Cheng * October 19, 2024 October 18, 2034 Julian Juul Wolhardt ​ * ​ October 19, 2024 ​ October 18, 2034 John Jinshu Zhang * October 19, 2024 October 18, 2034 Other employees 2,253,342 February 1, 2019 ~ December 5, 2024 January 31, 2029 ~ December 4, 2034 * Less than 1% of our total ordinary shares outstanding as of December 31, 2024.
Employees As of December 31, 2023, we had 550 full-time employees. We had a total of 702 employees as of December 31, 2021 and 641 employees as of December 31, 2022.
Employees As of December 31, 2024, we had 642 full-time employees. We had a total of 641 employees as of December 31, 2022 and 550 employees as of December 31, 2023, respectively.
The following table sets forth the numbers of our employees categorized by function as of December 31, 2023. ​ ​ ​ ​ ​ ​ ​ % of Total Function Number Employees Sales and marketing 220 40.0 Research and Development 162 29.5 Supply chain management and general administration 168 30.5 Total number of employees 550 100.0 ​ A substantial majority of the personnel in our manufacturing facility, mainly the personnel working on the assembly and production lines, are outsourced from third parties, and are not our employees.
The following table sets forth the numbers of our employees categorized by function as of December 31, 2024. ​ ​ ​ ​ ​ ​ ​ % of Total Function Number Employees Sales and marketing 294 45.8 Research and Development 161 25.1 Supply chain management and general administration 187 29.1 Total number of employees 642 100.0 ​ A substantial majority of the personnel in our manufacturing facility, mainly the personnel working on the assembly and production lines, are outsourced from third parties, and are not our employees.
Directors and Executive Officers Age Position/Title Yan Li 45 Chairman of the Board of Directors and Chief Executive Officer Fion Wenjuan Zhou 40 Director and Chief Financial Officer Changqing Ye 53 Independent Director Mei-Wei Cheng 74 Independent Director Julian Juul Wolhardt 50 Independent Director John Jinshu Zhang 64 Independent Director ​ 103 Table of Contents Dr.
Directors and Executive Officers Age Position/Title Yan Li 46 Chairman of the Board of Directors and Chief Executive Officer Fion Wenjuan Zhou 41 Director and Chief Financial Officer Changqing Ye 54 Independent Director Mei-Wei Cheng 75 Independent Director Julian Juul Wolhardt 51 Independent Director John Jinshu Zhang 65 Independent Director ​ 104 Table of Contents Dr.
(3) — 9,927,020 6.4 ​ 19.4 * Less than 1% of our total ordinary shares outstanding as of February 29, 2024. ** The business address of Yan Li, and Fion Wenjuan Zhou is No.1 Building, No. 195 Huilongguan East Road, Changping District, Beijing 102208, People’s Republic of China. The business address of Mr.
(3) — 9,927,020 6.4 ​ 19.3 * Less than 1% of our total ordinary shares outstanding as of February 28, 2025. ** The business address of Yan Li, and Fion Wenjuan Zhou is Building C, Rongxin Technology Center, No. 34 Chuangyuan Road, Chaoyang District, Beijing 100020, People’s Republic of China. The business address of Mr.
The calculations in the table below are based on 155,196,912 ordinary shares, consisting of 138,654,892 Class A ordinary shares and 16,542,020 Class B ordinary shares, as of February 29, 2024. ​ 110 Table of Contents Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
The calculations in the table below are based on 155,927,944 ordinary shares, consisting of 139,385,924 Class A ordinary shares and 16,542,020 Class B ordinary shares, as of February 28, 2025. ​ 111 Table of Contents Beneficial ownership is determined in accordance with the rules and regulations of the SEC.

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