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Yunji Inc.

Yunji Inc.YJEarnings & Financial Report

Nasdaq

Yunji Inc. is a China-based e-commerce platform operating a membership-driven retail model. It offers a wide range of products including consumer electronics, apparel, beauty and personal care items, fresh produce, and household goods to its registered members across mainland China, focusing on cost-effective curated selections to meet daily consumption demands of diverse user groups.

What changed in Yunji Inc.'s 20-F — 2024 vs 2025

Top changes in Yunji Inc.'s 2025 20-F

1090 paragraphs added · 1056 removed · 395 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Shanglue Xiao and Mr. Shangce Xiao each holds 99.0099% and 0.9901% of the equity interests in Yunji Preferred, respectively. Mr. Shanglue Xiao is beneficial owner of our company. Mr. Shanglue Xiao also serves as the chairman of our board of directors and the chief executive officer of our company. Mr. Shangce Xiao is a relative of Mr. Shanglue Xiao.
Shanglue Xiao and Mr. Shangce Xiao each holds 99.0099% and 0.9901% of the equity interests in Yunji Preferred, respectively. Mr. Shanglue Xiao is beneficial owner of our company. Mr. Shanglue Xiao also serves as the chairman of our board of directors and the chief executive officer of our company. Mr. Shangce Xiao is a relative of Mr.
With respect to the legal risks associated with being based in and having operations in mainland China, the laws, regulations and the discretion of mainland China governmental authorities discussed in this annual report are expected to apply to mainland China entities and businesses, rather than entities or businesses in Hong Kong which operate under a different set of laws from mainland China.
With respect to the legal risks associated with being based in and having operations in mainland China, the laws, regulations and the discretion of mainland China governmental authorities discussed in this annual report are expected to apply to mainland China entities and businesses, rather than entities or businesses in Hong Kong which operate under a different set of laws from mainland China.
Risk Factors—Risks Related to Doing Business in China—Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in mainland China and Hong Kong.
Risk Factors—Risks Related to Doing Business in China—Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in mainland China and Hong Kong.
To the extent cash in the business is in mainland China or Hong Kong or a mainland China or Hong Kong entity, the funds may not be available to fund operations or for other use outside of mainland China or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash.
To the extent cash in the business is in mainland China or Hong Kong or a mainland China or Hong Kong entity, the funds may not be available to fund operations or for other use outside of mainland China or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash.
For more details, see “Item 3. Key Information—D.
For more details, see “Item 3. Key Information—D.
For more details, see “Item 3. Key Information—D.
For more details, see “Item 3. Key Information—D.
Holders of our ADSs hold equity interest in Yunji Inc., our Cayman Islands holding company, and do not have direct or indirect equity interest in the VIE.
Holders of our ADSs hold equity interest in Yunji Inc., our Cayman Islands holding company, and do not have direct or indirect equity interest in the VIE.
According to the Circular of Overseas Listing and Offering, issuers that have already been listed in an overseas market by March 31, 2023, such as our company, are not required to make any immediate filing.
According to the Circular of Overseas Listing and Offering, issuers that have already been listed in an overseas market by March 31, 2023, such as our company, are not required to make any immediate filing.
However, under the Overseas Listing Trial Measures, such issuers will be required to complete certain filing procedures with the CSRC in connection with future securities offerings and listings outside of mainland China, including follow-on offerings, issuance of convertible bonds, offshore relisting after going-private transactions, and other equivalent offering activities.
However, under the Overseas Listing Trial Measures, such issuers will be required to complete certain filing procedures with the CSRC in connection with future securities offerings and listings outside of mainland China, including follow-on offerings, issuance of convertible bonds, offshore relisting after going-private transactions, and other equivalent offering activities.
On December 29, 2022, the Consolidated Appropriations Act, 2023, was signed into law, which amended the HFCAA to reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two, thereby reducing the time before our securities may be prohibited from trading or delisted.
On December 29, 2022, the Consolidated Appropriations Act, 2023, was signed into law, which amended the HFCAA to reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two, thereby reducing the time before our securities may be prohibited from trading or delisted.
No condition, stipulation or provision of the deposit agreement or ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with the U.S. federal securities laws and the rules and regulations promulgated thereunder.
No condition, stipulation or provision of the deposit agreement or ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with the U.S. federal securities laws and the rules and regulations promulgated thereunder.
Primary Beneficiary of VIE VIE and its subsidiaries Other Subsidiaries Eliminating adjustments Consolidated Totals (RMB in thousands) Cash and cash equivalents 25,064 12,355 24,713 157,233 - 219,365 Restricted cash - - 22,465 1,002 - 23,467 Short-term investments - - - - - - Inventories, net - - 1,608 27,840 - 29,448 Amounts due from the Group companies (1) 192,678 683,545 524,755 1,476,661 (2,877,639 ) - Prepaid expenses and other current assets 620 11,191 45,858 119,518 - 177,187 Other current assets - - 56,829 9,876 - 66,705 Total current assets 218,362 707,091 676,228 1,792,130 (2,877,639 ) 516,172 Investment in subsidiaries and VIE (2) 807,681 (198,884 ) - 110,587 (719,384 ) - Land use rights, net - - - 174,437 - 174,437 Long-term investments 53,120 - 205,795 105,619 - 364,534 Other non-current assets - 14,831 7,108 275,370 - 297,309 Total non-current assets 860,801 (184,053 ) 212,903 666,013 (719,384 ) 836,280 Total assets 1,079,163 523,038 889,131 2,458,143 (3,597,023 ) 1,352,452 Accounts payable - - 19,505 35,173 - 54,678 Deferred revenue - - 6,409 2,187 - 8,596 Incentive payables to members - - 66,039 - - 66,039 Amounts due to the Group companies (1) - 408,778 877,561 1,591,300 (2,877,639 ) - Other payable and accrued liabilities 1,777 8,673 62,659 53,068 - 126,177 Other liabilities - - 2,731 16,185 - 18,916 Total liabilities 1,777 417,451 1,034,904 1,697,913 (2,877,639 ) 274,406 Total shareholders’ equity/(deficit) (2) 1,077,386 105,587 (145,773 ) 760,230 (719,384 ) 1,078,046 Total liabilities and shareholders’ equity/(deficit) 1,079,163 523,038 889,131 2,458,143 (3,597,023 ) 1,352,452 As of December 31, 2023 Yunji Inc.
Primary Beneficiary of VIE VIE and its subsidiaries Other Subsidiaries Eliminating adjustments Consolidated Totals (RMB in thousands) Cash and cash equivalents 25,064 12,355 24,713 157,233 — 219,365 Restricted cash — — 22,465 1,002 — 23,467 Short-term investments — — — — — — Inventories, net — — 1,608 27,840 — 29,448 Amounts due from the Group companies (1) 192,678 683,545 524,755 1,476,661 (2,877,639 ) — Prepaid expenses and other current assets 620 11,191 45,858 119,518 — 177,187 Other current assets — — 56,829 9,876 — 66,705 Total current assets 218,362 707,091 676,228 1,792,130 (2,877,639 ) 516,172 Investment in subsidiaries and VIE (2) 807,681 (198,884 ) — 110,587 (719,384 ) — Land use rights, net — — — 174,437 — 174,437 Long-term investments 53,120 — 205,795 105,619 — 364,534 Other non-current assets — 14,831 7,108 275,370 — 297,309 Total non-current assets 860,801 (184,053 ) 212,903 666,013 (719,384 ) 836,280 Total assets 1,079,163 523,038 889,131 2,458,143 (3,597,023 ) 1,352,452 Accounts payable — — 19,505 35,173 — 54,678 Deferred revenue — — 6,409 2,187 — 8,596 Incentive payables to members — — 66,039 — — 66,039 Amounts due to the Group companies (1) — 408,778 877,561 1,591,300 (2,877,639 ) — Other payable and accrued liabilities 1,777 8,673 62,659 53,068 — 126,177 Other liabilities — — 2,731 16,185 — 18,916 Total liabilities 1,777 417,451 1,034,904 1,697,913 (2,877,639 ) 274,406 Total shareholders’ equity/(deficit) (2) 1,077,386 105,587 (145,773 ) 760,230 (719,384 ) 1,078,046 Total liabilities and shareholders’ equity/(deficit) 1,079,163 523,038 889,131 2,458,143 (3,597,023 ) 1,352,452 15 As of December 31, 2023 Yunji Inc.
Risks Related to Our Business and Industry We and the VIE are subject to risks and uncertainties related to our business and industry, including, but not limited to, the following: ● We have experienced declining revenues, negative operating cash flow, and net losses since 2018, and we cannot assure you that our financial performance will improve in the future. 17 ● If we fail to maintain membership loyalty or generate membership growth, or fail to maintain member relationships effectively and retain existing members, our business and operating results may be materially and adversely affected. ● If we fail to anticipate user needs and provide products and services attractive to users, or fail to adapt our services or business model to changing user needs, emerging industry standards or rapid technological evolution, or fail to provide products at a satisfactory quality to our users, our business may be materially and adversely affected. ● We will not be able to exert the same level of influence or control over members and service managers as we could if they were our employees, and we may be subject to significant costs and reputational harm in the event our members violate any laws or regulations applicable to our operations. ● Any harm to our Yunji brand or reputation may materially and adversely affect our business and results of operations. ● If our business model were found to be in violation of applicable laws and regulations, our business, financial condition and results of operations would be materially and adversely affected. ● Any change, disruption or discontinuity in the features and functions of major social networks in China could severely limit our ability to retain or grow our member and user base, and our business may be materially and adversely affected. ● Our and the VIE’s business generates and processes a large amount of data, and we are required to comply with PRC and other applicable laws relating to data privacy and cybersecurity.
Risks Related to Our Business and Industry We and the VIE are subject to risks and uncertainties related to our business and industry, including, but not limited to, the following: ● We have experienced declining revenues, negative operating cash flow, and net losses since 2018, and we cannot assure you that our financial performance will improve in the future. ● If we fail to maintain membership loyalty or generate membership growth, or fail to maintain member relationships effectively and retain existing members, our business and operating results may be materially and adversely affected. ● If we fail to anticipate user needs and provide products and services attractive to users, or fail to adapt our services or business model to changing user needs, emerging industry standards or rapid technological evolution, or fail to provide products at a satisfactory quality to our users, our business may be materially and adversely affected. ● We will not be able to exert the same level of influence or control over members and service managers as we could if they were our employees, and we may be subject to significant costs and reputational harm in the event our members violate any laws or regulations applicable to our operations. ● Any harm to our Yunji brand or reputation may materially and adversely affect our business and results of operations. ● If our business model were found to be in violation of applicable laws and regulations, our business, financial condition and results of operations would be materially and adversely affected. ● Any change, disruption or discontinuity in the features and functions of major social networks in China could severely limit our ability to retain or grow our member and user base, and our business may be materially and adversely affected. ● Our and the VIE’s business generates and processes a large amount of data, and we are required to comply with PRC and other applicable laws relating to data privacy and cybersecurity.
Risk Factors—Risks Related to Our Business and Industry—Any lack of requisite approvals, licenses or permits applicable to our business or failure to comply with any requirements of PRC laws, regulations and policies may have a material and adverse impact on our business, financial condition and results of operations,” our PRC subsidiaries and the VIE have obtained all the requisite operational licenses and permits from the PRC government authorities that are necessary for the business operations of our holding company, our PRC subsidiaries and the VIE in China, namely, the VATS License, the Internet Culture Operation License, the Production and Operation of Broadcasting and Television Programs Permit, the ICP filing, the Internet Pharmaceutical Information Services Qualification Certificate, the Record-Filing of Third-Party Platforms Providing Online Trading Service for Medical Devices, the Record-Filing for Business Operations of Class Two Medical Devices, the Publication Operation Permit, the Food Operation Permit, the Record-Filing Application as A Third-Party Platform Provider for Online Food Trading, the registration and record-filing of cosmetic products and the filing of APP (including mini-applet) organizer.
Risk Factors—Risks Related to Our Business and Industry—Any lack of requisite approvals, licenses or permits applicable to our business or failure to comply with any requirements of PRC laws, regulations and policies may have a material and adverse impact on our business, financial condition and results of operations,” our PRC subsidiaries and the VIE have obtained all the requisite operational licenses and permits from the PRC government authorities that are necessary for the business operations of our holding company, our PRC subsidiaries and the VIE in China, namely, the VATS License, the Production and Operation of Broadcasting and Television Programs Permit, the ICP filing, the Internet Pharmaceutical Information Services Qualification Certificate, the Record-Filing of Third-Party Platforms Providing Online Trading Service for Medical Devices, the Record-Filing for Business Operations of Class Two Medical Devices, the Publication Operation Permit, the Food Operation Permit, the Record-Filing Application as A Third-Party Platform Provider for Online Food Trading, the registration and record-filing of cosmetic products and the filing of APP (including mini-applet) organizer.
Risk Factors—Risks Related to Doing Business in China—There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.” 9 The Holding Foreign Companies Accountable Act Pursuant to the Holding Foreign Companies Accountable Act, or the HFCAA, as amended by the Consolidated Appropriations Act, if the Securities and Exchange Commission, or the SEC, determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the Public Company Accounting Oversight Board, or the PCAOB, for two consecutive years, the SEC will prohibit our shares or the ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States and this could result in a determination by the national securities exchange to delist our securities.
Risk Factors—Risks Related to Doing Business in China—There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.” The Holding Foreign Companies Accountable Act Pursuant to the Holding Foreign Companies Accountable Act, or the HFCAA, as amended by the Consolidated Appropriations Act, if the Securities and Exchange Commission, or the SEC, determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the Public Company Accounting Oversight Board, or the PCAOB, for two consecutive years, the SEC will prohibit our shares or the ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States and this could result in a determination by the national securities exchange to delist our securities.
Risk Factors—Risks Related to Doing Business in China—The approval and/or other requirements of the CSRC or other PRC governmental authorities may be required in connection with an offering under PRC rules, regulations or policies, and, if required, we cannot predict whether or how soon we will be able to obtain such approval or complete such other requirements.” On December 28, 2021, the Cyberspace Administration of China and other PRC governmental authorities jointly issued the Cybersecurity Review Measures, which took effect on February 15, 2022, requiring that, among others, operators of “critical information infrastructure” or data processors holding over one million users’ personal information seeking to list on a stock exchange in a foreign country are subject to a cybersecurity review.
Risk Factors—Risks Related to Doing Business in China—The approval and/or other requirements of the CSRC or other PRC governmental authorities may be required in connection with an offering under PRC rules, regulations or policies, and, if required, we cannot predict whether or how soon we will be able to obtain such approval or complete such other requirements.” 9 On December 28, 2021, the Cyberspace Administration of China and other PRC governmental authorities jointly issued the Cybersecurity Review Measures, which took effect on February 15, 2022, requiring that, among others, operators of “critical information infrastructure” or data processors holding over one million users’ personal information seeking to list on a stock exchange in a foreign country are subject to a cybersecurity review.
Risk Factors—Risks Related to Doing Business in China—We and the VIE may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related businesses and companies.” Permissions Required from the PRC Authorities for Overseas Financing Activities In connection with our historical issuance of securities to foreign investors, under current PRC laws, regulations and rules, as of the date of this annual report, we, our PRC subsidiaries and the VIE, are not required to (i) obtain any permission or approval from the China Securities Regulatory Commission, or the CSRC, (ii) go through cybersecurity review by the Cyberspace Administration of China, or (iii) obtain permission or approval from any other PRC government authority.
Risk Factors—Risks Related to Doing Business in China—We and the VIE may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related businesses and companies.” 8 Permissions Required from the PRC Authorities for Overseas Financing Activities In connection with our historical issuance of securities to foreign investors, under current PRC laws, regulations and rules, as of the date of this annual report, we, our PRC subsidiaries and the VIE, are not required to (i) obtain any permission or approval from the China Securities Regulatory Commission, or the CSRC, (ii) go through cybersecurity review by the Cyberspace Administration of China, or (iii) obtain permission or approval from any other PRC government authority.
Our holding company in the Cayman Islands, the VIE, and investors of Yunji face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the VIE and, consequently, significantly affect the financial performance of the VIE and our company as a whole. ● We rely on contractual arrangements with the VIE and its shareholders for a large portion of our business operations, which is not as effective as direct ownership. 18 ● Any failure by the VIE or its shareholders to perform their obligations under our contractual arrangements with them would have a material and adverse effect on our business. ● The shareholders of the VIE may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.
Our holding company in the Cayman Islands, the VIE, and investors of Yunji face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the VIE and, consequently, significantly affect the financial performance of the VIE and our company as a whole. ● We rely on contractual arrangements with the VIE and its shareholders for a large portion of our business operations, which is not as effective as direct ownership. ● Any failure by the VIE or its shareholders to perform their obligations under our contractual arrangements with them would have a material and adverse effect on our business. ● The shareholders of the VIE may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.
Primary Beneficiary of VIE VIE and its subsidiaries Other Subsidiaries Eliminating adjustments Consolidated Total (RMB in thousands) Net cash (used in)/provided by transactions with external parties (7,174 ) 983 35,563 (155,454 ) - (126,082 ) Net cash (used in)/provided by transactions with intra-Group entities - - (62,677 ) 62,677 - - Net cash (used in)/provided by operating activities (7,174 ) 983 (27,114 ) (92,777 ) - (126,082 ) Net cash provided by/(used in) transactions with external parties 7,527 11,682 82 (185,621 ) - (166,330 ) Net cash (used in)/provided by transactions with intra-Group entities (39,068 ) (92,048 ) 18,588 (75,343 ) 187,871 - Net cash (used in)/generated from investing activities (31,541 ) (80,366 ) 18,670 (260,964 ) 187,871 (166,330 ) Net cash used in transactions with external parties (805 ) - (10,683 ) (1,831 ) - (13,319 ) Net cash provided by transactions with intra-Group entities - 56,755 18,700 112,416 (187,871 ) - Net cash (used in)/generated from financing activities (805 ) 56,755 8,017 110,585 (187,871 ) (13,319 ) Effect of exchange rate changes on cash and cash equivalents 514 498 260 2,580 - 3,852 Net decrease in cash, cash equivalents and restricted cash (39,006 ) (22,130 ) (167 ) (240,576 ) - (301,879 ) Cash, cash equivalents and restricted cash at beginning of the year 64,070 34,485 47,345 398,811 - 544,711 Cash, cash equivalents and restricted cash at end of the year 25,064 12,355 47,178 158,235 - 242,832 15 For the Year Ended December 31, 2023 Yunji Inc.
Primary Beneficiary of VIE VIE and its subsidiaries Other Subsidiaries Eliminating adjustments Consolidated Total (RMB in thousands) Net cash (used in)/provided by transactions with external parties (7,174 ) 983 35,563 (155,454 ) — (126,082 ) Net cash (used in)/provided by transactions with intra-Group entities — — (62,677 ) 62,677 — — Net cash (used in)/provided by operating activities (7,174 ) 983 (27,114 ) (92,777 ) — (126,082 ) Net cash provided by/(used in) transactions with external parties 7,527 11,682 82 (185,621 ) — (166,330 ) Net cash (used in)/provided by transactions with intra-Group entities (39,068 ) (92,048 ) 18,588 (75,343 ) 187,871 — Net cash (used in)/generated from investing activities (31,541 ) (80,366 ) 18,670 (260,964 ) 187,871 (166,330 ) Net cash used in transactions with external parties (805 ) — (10,683 ) (1,831 ) — (13,319 ) Net cash provided by transactions with intra-Group entities — 56,755 18,700 112,416 (187,871 ) — Net cash (used in)/generated from financing activities (805 ) 56,755 8,017 110,585 (187,871 ) (13,319 ) Effect of exchange rate changes on cash and cash equivalents 514 498 260 2,580 — 3,852 Net decrease in cash, cash equivalents and restricted cash (39,006 ) (22,130 ) (167 ) (240,576 ) — (301,879 ) Cash, cash equivalents and restricted cash at beginning of the year 64,070 34,485 47,345 398,811 — 544,711 Cash, cash equivalents and restricted cash at end of the year 25,064 12,355 47,178 158,235 — 242,832 17 For the Year Ended December 31, 2023 Yunji Inc.
Taxation.” 11 For purposes of illustration, the following discussion reflects the hypothetical taxes that might be required to be paid within mainland China, assuming that: (i) we have taxable earnings, and (ii) we determine to pay a dividend in the future: Tax calculation (1) Hypothetical pre-tax earnings (2) 100 % Tax on earnings at statutory rate of 25% (3) (25 )% Net earnings available for distribution 75% 75 % Withholding tax at standard rate of 10% (4) (7.5 )% Net distribution to Parent/Shareholders 67.5 % Notes: (1) For purposes of this example, the tax calculation has been simplified.
Taxation.” For purposes of illustration, the following discussion reflects the hypothetical taxes that might be required to be paid within mainland China, assuming that: (i) we have taxable earnings, and (ii) we determine to pay a dividend in the future: Tax calculation (1) Hypothetical pre-tax earnings (2) 100 % Tax on earnings at statutory rate of 25% (3) (25 )% Net earnings available for distribution 75% 75 % Withholding tax at standard rate of 10% (4) (7.5 )% Net distribution to Parent/Shareholders 67.5 % Notes: (1) For purposes of this example, the tax calculation has been simplified.
Risk Factors—Risks Related to Doing Business in China—The approval and/or other requirements of the CSRC or other PRC governmental authorities may be required in connection with an offering under PRC rules, regulations or policies, and, if required, we cannot predict whether or how soon we will be able to obtain such approval or complete such other requirements.” 19 ● 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 fully investigate auditors located in mainland China and Hong Kong.
Risk Factors—Risks Related to Doing Business in China—The approval and/or other requirements of the CSRC or other PRC governmental authorities may be required in connection with an offering under PRC rules, regulations or policies, and, if required, we cannot predict whether or how soon we will be able to obtain such approval or complete such other requirements.” ● 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 fully investigate auditors located in mainland China and Hong Kong.
In addition to the above factors, the price and trading volume of our ADSs may be highly volatile due to multiple factors, including the following: ● the low volume of trading in our ADSs; ● regulatory developments affecting us or our industry, users, suppliers or third-party sellers; ● announcements of studies and reports relating to the quality of our product and service offerings or those of our competitors; ● changes in the economic performance or market valuations of other e-commerce companies; ● actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected results; ● changes in financial estimates by securities research analysts; ● conditions in the e-commerce market; ● announcements by us or our competitors of new product and service offerings, acquisitions, strategic relationships, joint ventures, capital raisings or capital commitments; ● additions to or departures of our senior management; 63 ● public perception or negative news about our products or us; ● our share repurchase program; ● litigation, government investigation or other legal or regulatory proceedings; ● fluctuations of exchange rates between the RMB and the U.S. dollar; ● release or expiry of lock-up or other transfer restrictions on our issued and outstanding shares or ADSs; ● sales or perceived potential sales of additional Class A ordinary shares or ADSs; and ● general economic or political conditions in China or elsewhere in the world.
In addition to the above factors, the price and trading volume of our ADSs may be highly volatile due to multiple factors, including the following: ● the low volume of trading in our ADSs; ● regulatory developments affecting us or our industry, users, suppliers or third-party sellers; ● announcements of studies and reports relating to the quality of our product and service offerings or those of our competitors; ● changes in the economic performance or market valuations of other e-commerce companies; ● actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected results; ● changes in financial estimates by securities research analysts; ● conditions in the e-commerce market; ● announcements by us or our competitors of new product and service offerings, acquisitions, strategic relationships, joint ventures, capital raisings or capital commitments; ● additions to or departures of our senior management; ● public perception or negative news about our products or us; ● our share repurchase program; ● litigation, government investigation or other legal or regulatory proceedings; 64 ● fluctuations of exchange rates between the RMB and the U.S. dollar; ● release or expiry of lock-up or other transfer restrictions on our issued and outstanding shares or ADSs; ● sales or perceived potential sales of additional Class A ordinary shares or ADSs; and ● general economic or political conditions in China or elsewhere in the world.
Currently, we have obtained the following valid licenses: the VATS license, the Internet Culture Operation License, the Production and Operation of Broadcasting and Television Programs Permit, the ICP filing, the Internet Pharmaceutical Information Services Qualification Certificate, the Record-Filing of Third-Party Platforms Providing Online Trading Service for Medical Devices, the Record-Filing for Business Operations of Class Two Medical Devices, the Publication Operation Permit, the Food Operation Permit, the Record-Filing Application as A Third-Party Platform Provider for Online Food Trading, the registration and record-filing of cosmetic products and the filing of APP (including mini-applet) organizer.
Currently, we have obtained the following valid licenses: the VATS license, the Production and Operation of Broadcasting and Television Programs Permit, the ICP filing, the Internet Pharmaceutical Information Services Qualification Certificate, the Record-Filing of Third-Party Platforms Providing Online Trading Service for Medical Devices, the Record-Filing for Business Operations of Class Two Medical Devices, the Publication Operation Permit, the Food Operation Permit, the Record-Filing Application as A Third-Party Platform Provider for Online Food Trading, the registration and record-filing of cosmetic products and the filing of APP (including mini-applet) organizer.
Business Overview—Regulations—Regulations Relating to Labor Protection in the PRC—Employee Stock Incentive Plan.” We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.
Business Overview—Regulations—Regulations Relating to Labor Protection in the PRC—Employee Stock Incentive Plan.” 59 We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.
Therefore, we believe that the arbitration provision in the deposit agreement is enforceable under federal law and the laws of the State of New York. 68 ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.
Therefore, we believe that the arbitration provision in the deposit agreement is enforceable under federal law and the laws of the State of New York. ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.
Our ADSs are currently listed on the Nasdaq Capital Market under the symbol “YJ.” We have received letters from the Listing Qualifications Department of Nasdaq, notifying us that we no longer meet the Nasdaq minimum bid price requirement under Nasdaq Listing Rule 5450(a)(1), and we have subsequently regained compliance within the applicable grace periods.
Our ADSs are currently listed on the Nasdaq Capital Market under the symbol “YJ.” We had received letters from the Listing Qualifications Department of Nasdaq, notifying us that we no longer meet the Nasdaq minimum bid price requirement under Nasdaq Listing Rule 5450(a)(1), and we have subsequently regained compliance within the applicable grace periods.
Our financial position could be materially and adversely affected if the VIE’s tax liabilities increase or if they are required to pay punitive interest. Risks Related to Doing Business in China Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations.
Our financial position could be materially and adversely affected if the VIE’s tax liabilities increase or if they are required to pay punitive interest. 50 Risks Related to Doing Business in China Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations.
As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States. In addition, shareholder claims that are common in the United States, including class action securities law and fraud claims, may be difficult to pursue as a matter of law or practicality in China.
As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States. 55 In addition, shareholder claims that are common in the United States, including class action securities law and fraud claims, may be difficult to pursue as a matter of law or practicality in China.
In April 2024, the VIE acquired all of the equity interests in Yunji Sharing. 57 PRC regulations relating to offshore investment activities by PRC residents may limit our PRC subsidiaries’ ability to change their registered capital or distribute profits to us or otherwise expose us or our PRC resident beneficial owners to liability and penalties under PRC laws.
In April 2024, the VIE acquired all of the equity interests in Yunji Sharing. PRC regulations relating to offshore investment activities by PRC residents may limit our PRC subsidiaries’ ability to change their registered capital or distribute profits to us or otherwise expose us or our PRC resident beneficial owners to liability and penalties under PRC laws.
We plan to continue to determine the amount of service fee and payment method with the VIE and its shareholders based on the working capital needs of the VIE, and settle fees under the contractual arrangements with the VIE when required in the future. We have established stringent controls and procedures for cash flows within our organization.
We plan to continue to determine the amount of service fee and payment method with the VIE and its shareholders based on the working capital needs of the VIE, and settle fees under the contractual arrangements with the VIE when required in the future. 11 We have established stringent controls and procedures for cash flows within our organization.
Risk Factors—Risks Related to Doing Business in China.” ● The PRC government’s significant authority in regulating our operations and its oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors.
Risk Factors—Risks Related to Doing Business in China.” 20 ● The PRC government’s significant authority in regulating our operations and its oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors.
In addition, our shares may decline in value or become worthless if we are unable to assert our contractual control rights over the assets of our PRC subsidiaries that conduct a significant part of our operations. Our current corporate structure and business operations may be affected by the Foreign Investment Law.
In addition, our shares may decline in value or become worthless if we are unable to assert our contractual control rights over the assets of our PRC subsidiaries that conduct a significant part of our operations. 47 Our current corporate structure and business operations may be affected by the Foreign Investment Law.
Also, such a prohibition would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition, and prospects. It may be difficult for overseas regulators to conduct investigations or collect evidence within China.
Also, such a prohibition would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition, and prospects. 54 It may be difficult for overseas regulators to conduct investigations or collect evidence within China.
According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in China; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in China; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in China; and (iv) at least 50% of voting board members or senior executives habitually reside in China.
According to STA Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in China; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in China; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in China; and (iv) at least 50% of voting board members or senior executives habitually reside in China.
PRC laws and regulations restrict and impose conditions on foreign investment in value-added telecommunication services, audio and video services and certain other businesses. Accordingly, we operate these businesses in China through the VIE, and rely on contractual arrangements among our PRC subsidiaries, the VIE and its shareholders to direct the business operations of the VIE.
PRC laws and regulations restrict and impose conditions on foreign investment in value-added telecommunication services, internet audio and video services and certain other businesses. Accordingly, we operate these businesses in China through the VIE, and rely on contractual arrangements among our PRC subsidiaries, the VIE and its shareholders to direct the business operations of the VIE.
The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.” Cash Flows through Our Organization Yunji Inc. is a holding company with no operations of its own. We conduct our business in China through our subsidiaries and the VIE in China.
The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.” 10 Cash Flows through Our Organization Yunji Inc. is a holding company with no operations of its own. We conduct our business in China through our subsidiaries and the VIE in China.
We may face challenges in expanding our product offerings and optimizing our product mix. Our platform carries a wide range of products including, among others, beauty and personal care, healthcare products, household goods, apparel, shoes and bags, beverage, food and fresh produce, computer, electronics and home appliances, childcare products, and baby and maternity products.
We may face challenges in expanding our product offerings and optimizing our product mix. Our platform carries a wide range of products including, among others, beauty and personal care, healthcare products, household goods, apparel, shoes and bags, beverage, food and fresh produce, electronics and home appliances, childcare products, and baby and maternity products.
Maintaining consistent product quality, competitive pricing and availability of these products is essential to developing and maintaining consumer loyalty to these brands. 30 If our private label brands experience any material disruption in its operations or a loss of consumer acceptance or confidence, our revenues and operating results could be adversely affected.
Maintaining consistent product quality, competitive pricing and availability of these products is essential to developing and maintaining consumer loyalty to these brands. If our private label brands experience any material disruption in its operations or a loss of consumer acceptance or confidence, our revenues and operating results could be adversely affected.
If our ability to raise such capital is significantly and negatively affected, it could be detrimental to our business, financial condition and prospects, and our ADSs may significantly decline in value. Rising political tensions could reduce levels of trades, investments, technological exchanges, and other economic activities across the globe.
If our ability to raise such capital is significantly and negatively affected, it could be detrimental to our business, financial condition and prospects, and our ADSs may significantly decline in value. 45 Rising political tensions could reduce levels of trades, investments, technological exchanges, and other economic activities across the globe.
Information on the Company—Business Overview—Regulation—Regulations Relating to Overseas Listings and M&A.” 51 Furthermore, on February 24, 2023, the CSRC released the Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic Enterprises, or, the Confidentiality Provisions, which came into effect on March 31, 2023.
Information on the Company—Business Overview—Regulation—Regulations Relating to Overseas Listings and M&A.” Furthermore, on February 24, 2023, the CSRC released the Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic Enterprises, or, the Confidentiality Provisions, which came into effect on March 31, 2023.
Any uncertainties or negative publicity regarding such approval requirement could materially and adversely affect our business, prospects, financial condition, reputation, and the trading price of our listed securities. We and the VIE may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related businesses and companies.
Any uncertainties or negative publicity regarding such approval requirement could materially and adversely affect our business, prospects, financial condition, reputation, and the trading price of our listed securities. 52 We and the VIE may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related businesses and companies.
In addition, it is possible that any subsidiary that we own or are treated as owning for U.S. federal income tax purposes would also be a PFIC for such taxable years. If we are a PFIC in any taxable year during which a U.S. holder (as defined in “Item 10. Additional Information—E.
In addition, it is possible that any subsidiary that we own or are treated as owning for U.S. federal income tax purposes would also be a PFIC for such taxable years. If we are a PFIC in any taxable year during which a U.S. holder (as defined in “Item 10. Additional Information—E. Taxation—U.S.
Due to the enhanced implementation of the Anti-Monopoly Law, we may be under heightened regulatory scrutiny, which will increase our compliance costs and subject us to heightened risks and challenges. 56 On January 22, 2024, the State Council adopted the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings, or the Prior Notification Rules, and pursuant to which, undertakings must declare to the State Council’s anti-monopoly law enforcement agency if a concentration meets either of these thresholds: (i) the total global turnover of all the undertakings participating in the concentration in the last accounting year exceeds RMB12 billion, and at least two of these undertakings each have a turnover of more than RMB800 million within China in the last accounting year; or (ii) the total turnover within China of all the undertakings participating in the concentration in the last accounting year exceeds RMB4 billion, and at least two of these undertakings each have a turnover of more than RMB800 million within China in the last accounting year.
Due to the enhanced implementation of the Anti-Monopoly Law, we may be under heightened regulatory scrutiny, which will increase our compliance costs and subject us to heightened risks and challenges. 57 On January 22, 2024, the State Council adopted the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings, or the Prior Notification Rules, and pursuant to which, undertakings must declare to the State Council’s anti-monopoly law enforcement agency if a concentration meets either of these thresholds: (i) the total global turnover of all the undertakings participating in the concentration in the last accounting year exceeds RMB12 billion, and at least two of these undertakings each have a turnover of more than RMB800 million within China in the last accounting year; or (ii) the total turnover within China of all the undertakings participating in the concentration in the last accounting year exceeds RMB4 billion, and at least two of these undertakings each have a turnover of more than RMB800 million within China in the last accounting year.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: ● the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; ● the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; ● the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and ● the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: ● the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; ● the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; ● the sections of the Exchange Act requiring principal shareholders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and ● the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
If any of them is involved in unauthorized production and sale of goods using our brand name, our reputation, financial condition and results of operations may be materially adversely affected. 29 We and the third-party merchants in our marketplace business use third-party logistics service providers to deliver our orders.
If any of them is involved in unauthorized production and sale of goods using our brand name, our reputation, financial condition and results of operations may be materially adversely affected. We and the third-party merchants in our marketplace business use third-party logistics service providers to deliver our orders.
Business Overview—Competition.” Our current or potential competitors may have longer operating histories, greater brand recognition, better relationships with supplier and third-party merchants, larger customer bases, higher user activity and loyalty or greater financial, technical or marketing resources than we do.
Business Overview—Competition.” 28 Our current or potential competitors may have longer operating histories, greater brand recognition, better relationships with supplier and third-party merchants, larger customer bases, higher user activity and loyalty or greater financial, technical or marketing resources than we do.
Even unsuccessful claims could result in the expenditure of funds and managerial efforts in defending them and could have a negative impact on our reputation. 36 Failure to protect confidential information of our users and network against security breaches could damage our reputation and brand and substantially harm our business and results of operations.
Even unsuccessful claims could result in the expenditure of funds and managerial efforts in defending them and could have a negative impact on our reputation. Failure to protect confidential information of our users and network against security breaches could damage our reputation and brand and substantially harm our business and results of operations.
In addition, these service providers may not perform as expected under our agreements with them, and we may have disagreements or disputes with such payment service providers, any of which could adversely affect our brand and reputation as well as our business operations. 38 Changes in our return and exchange policies may adversely affect our results of operations.
In addition, these service providers may not perform as expected under our agreements with them, and we may have disagreements or disputes with such payment service providers, any of which could adversely affect our brand and reputation as well as our business operations. Changes in our return and exchange policies may adversely affect our results of operations.
For example, the depositary may determine that it is not practicable to distribute certain property through the mail, or that the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may decide not to distribute such property to you. 67 You may be subject to limitations on transfer of your ADSs.
For example, the depositary may determine that it is not practicable to distribute certain property through the mail, or that the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may decide not to distribute such property to you. You may be subject to limitations on transfer of your ADSs.
(3) Represents the elimination of the intercompany sales of goods and rendering of services at the consolidation. A. [Reserved] B. Capitalization and Indebtedness Not applicable . C. Reasons for the Offer and Use of Proceeds Not applicable . D. Risk Factors Summary of Risk Factors Investing in our ADSs involves significant risks.
(3) Represents the elimination of the intercompany sales of goods and rendering of services at the consolidation. A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. 18 D. Risk Factors Summary of Risk Factors Investing in our ADSs involves significant risks.
There are also uncertainties with respect to how such laws and regulations will be implemented and interpreted in practice. In addition, regulatory authorities around the world have adopted or are considering a number of legislative and regulatory proposals concerning data protection.
There are also uncertainties with respect to how such laws and regulations will be implemented and interpreted in practice. 27 In addition, regulatory authorities around the world have adopted or are considering a number of legislative and regulatory proposals concerning data protection.
Any failure in maintaining, protecting or enforcing our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations. We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.
Any failure in maintaining, protecting or enforcing our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations. 41 We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.
Any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline. 50 The PRC government’s significant oversight over our business operations could result in a material adverse change in our operations and the value of our ADSs.
Any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline. The PRC government’s significant oversight over our business operations could result in a material adverse change in our operations and the value of our ADSs.
Liquidity and Capital Resources—Holding Company Structure.” 10 Under PRC laws and regulations, our PRC subsidiaries and the VIE are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets to us.
Liquidity and Capital Resources—Holding Company Structure.” Under PRC laws and regulations, our PRC subsidiaries and the VIE are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets to us.
Any of the above may materially and adversely affect our results of operations and financial condition. Failure to successfully manage our fulfillment infrastructure or any interruption in the operation of the warehouse facilities for an extended period may negatively affect our business, prospects and results of operations.
Any of the above may materially and adversely affect our results of operations and financial condition. 33 Failure to successfully manage our fulfillment infrastructure or any interruption in the operation of the warehouse facilities for an extended period may negatively affect our business, prospects and results of operations.
Except in limited circumstances, the depositary for our ADSs will give us a discretionary proxy to vote the Class A ordinary shares underlying your ADSs if you do not vote at shareholders’ meetings, which could adversely affect your interests. 66 Under the deposit agreement for the ADSs, if you do not vote, the depositary will give us a discretionary proxy to vote the Class A ordinary shares underlying your ADSs at shareholders’ meetings unless: ● we have instructed the depositary that we do not wish a discretionary proxy to be given; ● we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting; ● a matter to be voted on at the meeting would have a material adverse impact on shareholders; or ● the voting at the meeting is to be made on a show of hands.
Except in limited circumstances, the depositary for our ADSs will give us a discretionary proxy to vote the Class A ordinary shares underlying your ADSs if you do not vote at shareholders’ meetings, which could adversely affect your interests. 67 Under the deposit agreement for the ADSs, if you do not vote, the depositary will give us a discretionary proxy to vote the Class A ordinary shares underlying your ADSs at shareholders’ meetings unless: ● we have instructed the depositary that we do not wish a discretionary proxy to be given; ● we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting; ● a matter to be voted on at the meeting would have a material adverse impact on shareholders; or ● the voting at the meeting is to be made on a show of hands.
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.
The PCAOB had historically been unable to inspect our former auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our former auditor in the past has deprived our investors with the benefits of such inspections.
As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer. 70 As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq’s corporate governance requirements; these practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq’s corporate governance requirements.
As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer. 71 As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq’s corporate governance requirements; these practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq’s corporate governance requirements.
In 2009, the State Administration of Taxation, issued the Circular of the State Administration of Taxation on Issues Relating to Identification of PRC-Controlled Overseas Registered Enterprises as Resident Enterprises in Accordance With the De Facto Standards of Organizational Management, or SAT Circular 82, which was last amended in December 2017, and provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China.
In 2009, the STA, issued the Circular of the State Taxation Administration of Taxation on Issues Relating to Identification of PRC-Controlled Overseas Registered Enterprises as Resident Enterprises in Accordance With the De Facto Standards of Organizational Management, or STA Circular 82, which was last amended in December 2017, and provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China.
If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business. 60 If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or ADS holders.
If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business. 61 If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or ADS holders.
As a result, we and non-resident enterprises in such transactions may become at risk of being subject to filing obligations or being taxed under SAT Public Notice 7 and SAT Public Notice 37, and may be required to expend valuable resources to comply with them or to establish that we and our non-resident enterprises should not be taxed under these regulations, which may have a material adverse effect on our financial condition and results of operations.
As a result, we and non-resident enterprises in such transactions may become at risk of being subject to filing obligations or being taxed under STA Public Notice 7 and STA Public Notice 37, and may be required to expend valuable resources to comply with them or to establish that we and our non-resident enterprises should not be taxed under these regulations, which may have a material adverse effect on our financial condition and results of operations.
If we are unable to manage these risks, we could become subject to penalties, including fines, suspension of business and revocation of required licenses, and our reputation and results of operations could be materially and adversely affected. 24 The PRC regulatory and enforcement regime with regard to data security and data protection is evolving and may be subject to different interpretations or significant changes.
If we are unable to manage these risks, we could become subject to penalties, including fines, suspension of business and revocation of required licenses, and our reputation and results of operations could be materially and adversely affected. 25 The PRC regulatory and enforcement regime with regard to data security and data protection is evolving and may be subject to different interpretations or significant changes.
Any such negative developments could have a material adverse effect on our business, financial condition and results of operations. We may need additional capital, and financing may not be available on terms acceptable to us, or at all. In the years ended December 31, 2022, 2023 and 2024, our operating cash flow was negative.
Any such negative developments could have a material adverse effect on our business, financial condition and results of operations. We may need additional capital, and financing may not be available on terms acceptable to us, or at all. In the years ended December 31, 2023, 2024 and 2025, our operating cash flow was negative.
We followed home country practice and did not hold an annual meeting of shareholders in 2022, 2023 and 2024. As a result of this and other home country practice we may follow in the future, our shareholders may be afforded less protection than they otherwise would under Nasdaq’s corporate governance requirements applicable to U.S. domestic issuers.
We followed home country practice and did not hold an annual meeting of shareholders in 2023, 2024 and 2025. As a result of this and other home country practice we may follow in the future, our shareholders may be afforded less protection than they otherwise would under Nasdaq’s corporate governance requirements applicable to U.S. domestic issuers.
Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect SAT’s general position on how the “de facto management body” text should be applied in determining the tax resident status of all offshore enterprises.
Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect STA’s general position on how the “de facto management body” text should be applied in determining the tax resident status of all offshore enterprises.
According to SAT Public Notice 37, where the non-resident enterprise fails to declare its tax payable pursuant to Article 39 of the PRC Enterprise Income Tax Law, the tax authority may order it to pay its tax due within required time limits, and the non-resident enterprise shall declare and pay its tax payable within such time limits specified by the tax authority.
According to STA Public Notice 37, where the non-resident enterprise fails to declare its tax payable pursuant to Article 39 of the PRC Enterprise Income Tax Law, the tax authority may order it to pay its tax due within required time limits, and the non-resident enterprise shall declare and pay its tax payable within such time limits specified by the tax authority.
On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, and our auditor was subject to that determination.
On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong and our former auditor is subject to that determination.
Primary Beneficiary of VIE VIE and its subsidiaries Other Subsidiaries Eliminating adjustments Consolidated Totals (RMB in thousands) Cash and cash equivalents 64,070 34,485 20,176 398,811 — 517,542 Restricted cash — — 27,169 — — 27,169 Short-term investments 7,195 — — — — 7,195 Inventories, net — — 2,491 40,451 — 42,942 Amounts due from the Group companies (1) 195,917 610,157 530,998 1,362,125 (2,699,197 ) — Prepaid expenses and other current assets 1,059 11,837 58,441 62,684 — 134,021 Other current assets — — 62,789 16,942 — 79,731 Total current assets 268,241 656,479 702,064 1,881,013 (2,699,197 ) 808,600 Investment in subsidiaries and VIE (2) 883,681 (103,987 ) — 189,991 (969,685 ) — Long-term investments 39,500 105 206,152 118,402 — 364,159 Other non-current assets — 43,807 7,915 329,303 — 381,025 Total non-current assets 923,181 (60,075 ) 214,067 637,696 (969,685 ) 745,184 Total assets 1,191,422 596,404 916,131 2,518,709 (3,668,882 ) 1,553,784 Accounts payable — — 48,198 48,584 — 96,782 Deferred revenue — — 6,836 2,576 — 9,412 Incentive payables to members — — 124,889 — — 124,889 Amounts due to the Group companies (1) — 402,946 727,459 1,568,792 (2,699,197 ) — Other payable and accrued liabilities 1,206 8,467 65,587 33,940 — 109,200 Other liabilities — — 5,369 17,037 — 22,406 Total liabilities 1,206 411,413 978,338 1,670,929 (2,699,197 ) 362,689 Total shareholders’ equity/(deficit) (2) 1,190,216 184,991 (62,207 ) 847,780 (969,685 ) 1,191,095 Total liabilities and shareholders’ equity/(deficit) 1,191,422 596,404 916,131 2,518,709 (3,668,882 ) 1,553,784 14 As of December 31, 2022 Yunji Inc.
Primary Beneficiary of VIE VIE and its subsidiaries Other Subsidiaries Eliminating adjustments Consolidated Totals (RMB in thousands) Cash and cash equivalents 64,070 34,485 20,176 398,811 — 517,542 Restricted cash — — 27,169 — — 27,169 Short-term investments 7,195 — — — — 7,195 Inventories, net — — 2,491 40,451 — 42,942 Amounts due from the Group companies (1) 195,917 610,157 530,998 1,362,125 (2,699,197 ) — Prepaid expenses and other current assets 1,059 11,837 58,441 62,684 — 134,021 Other current assets — — 62,789 16,942 — 79,731 Total current assets 268,241 656,479 702,064 1,881,013 (2,699,197 ) 808,600 Investment in subsidiaries and VIE (2) 883,681 (103,987 ) — 189,991 (969,685 ) — Long-term investments 39,500 105 206,152 118,402 — 364,159 Other non-current assets — 43,807 7,915 329,303 — 381,025 Total non-current assets 923,181 (60,075 ) 214,067 637,696 (969,685 ) 745,184 Total assets 1,191,422 596,404 916,131 2,518,709 (3,668,882 ) 1,553,784 Accounts payable — — 48,198 48,584 — 96,782 Deferred revenue — — 6,836 2,576 — 9,412 Incentive payables to members — — 124,889 — — 124,889 Amounts due to the Group companies (1) — 402,946 727,459 1,568,792 (2,699,197 ) — Other payable and accrued liabilities 1,206 8,467 65,587 33,940 — 109,200 Other liabilities — — 5,369 17,037 — 22,406 Total liabilities 1,206 411,413 978,338 1,670,929 (2,699,197 ) 362,689 Total shareholders’ equity/(deficit) (2) 1,190,216 184,991 (62,207 ) 847,780 (969,685 ) 1,191,095 Total liabilities and shareholders’ equity/(deficit) 1,191,422 596,404 916,131 2,518,709 (3,668,882 ) 1,553,784 16 Selected Condensed Consolidating Cash Flows Information For the Year Ended December 31, 2025 Yunji Inc.
In addition, SAT Public Notice 7 provides certain criteria on how to assess reasonable commercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market.
In addition, STA Public Notice 7 provides certain criteria on how to assess reasonable commercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market.
Business Overview—Regulations—Regulations Relating to Pyramid Selling in the PRC.” In May 2017, we received a formal notice from the local Administration for Market Regulation in Hangzhou, which ruled that our sales and marketing practice prior to February 2016 violated the Regulations on the Prohibition of Pyramid Selling and imposed a fine of approximately RMB9.6 million (US$1.4 million).
Business Overview—Regulations—Regulations Relating to Pyramid Selling in the PRC.” In May 2017, we received a formal notice from the local branch of the State Administration for Market Regulation (“SAMR”), in Hangzhou, which ruled that our sales and marketing practice prior to February 2016 violated the Regulations on the Prohibition of Pyramid Selling and imposed a fine of approximately RMB9.6 million (US$1.4 million).
For the years ended December 31, 2022, 2023 and 2024, the VIE didn’t receive any loans from Yunji Inc. and Yunji Inc. didn’t receive any repayments from the VIE. The VIE may transfer cash to our WFOE by paying service fees according to the exclusive service agreements.
For the years ended December 31, 2023, 2024 and 2025, the VIE didn’t receive any loans from Yunji Inc. and Yunji Inc. didn’t receive any repayments from the VIE. The VIE may transfer cash to our WFOE by paying service fees according to the exclusive service agreements.
Business Overview—Regulations—Regulations Relating to Labor Protection in the PRC—Employee Stock Incentive Plan.” 58 In addition, the State Administration of Taxation has issued certain circulars concerning employee share options and restricted shares. Under these circulars, our employees working in China who exercise share options or are granted restricted shares will be subject to PRC individual income tax.
Business Overview—Regulations—Regulations Relating to Labor Protection in the PRC—Employee Stock Incentive Plan.” In addition, the State Taxation Administration(“STA”) has issued certain circulars concerning employee share options and restricted shares. Under these circulars, our employees working in China who exercise share options or are granted restricted shares will be subject to PRC individual income tax.
If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we continue to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year.
If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we decide to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we could be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year.
SAT Public Notice 7 extends its tax jurisdiction to not only indirect transfers but also transactions involving transfer of other taxable assets, through the offshore transfer of a foreign intermediate holding company.
STA Public Notice 7 extends its tax jurisdiction to not only indirect transfers but also transactions involving transfer of other taxable assets, through the offshore transfer of a foreign intermediate holding company.
These short attacks have, in the past, led to selling of shares in the market. 64 Public companies listed in the United States that have a substantial majority of their operations in China have been the subject of short selling.
These short attacks have, in the past, led to selling of shares in the market. 65 Public companies listed in the United States that have a substantial majority of their operations in China have been the subject of short selling.
The E-Commerce Law imposes a number of new requirements and obligations on e-commerce platform operators. In addition, on March 15, 2021, the SAMR promulgated the Measures for the Supervision and Administration of Online Trading, which took effect from May 1, 2021 and became an important departmental regulation for the implementation of the E-commerce Law. See “Item 4.
The E-Commerce Law imposes a number of new requirements and obligations on e-commerce platform operators. In addition, on March 15, 2021, the SAMR promulgated the Measures for the Supervision and Administration of Online Trading, which took effect from May 1, 2021 and became an important departmental regulation for the implementation of the E-commerce Law.
SAT Public Notice 7 also brings challenges to both the foreign transferor and transferee (or other person who is obligated to pay for the transfer) of the taxable assets.
STA Public Notice 7 also brings challenges to both the foreign transferor and transferee (or other person who is obligated to pay for the transfer) of the taxable assets.
For the years ended December 31, 2022, 2023 and 2024, Yunji Inc. extended loans with principal amount of nil, RMB22.0 million and RMB40.1 million (US$5.5 million), respectively, to our intermediate holding companies and subsidiaries and received repayments of nil, RMB19.7 million, nil and nil, respectively, from our intermediate holding companies and subsidiaries.
For the years ended December 31, 2023, 2024 and 2025, Yunji Inc. extended loans with principal amount of RMB22.0 million, RMB40.1 million and RMB10.7 million (US$1.5 million), respectively, to our intermediate holding companies and subsidiaries and received repayments of RMB19.7 million, nil and nil, respectively, from our intermediate holding companies and subsidiaries.
Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of the State Administration of Foreign Exchange, or SAFE, by complying with certain procedural requirements.
Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of the SAFE, by complying with certain procedural requirements.
It is likely that we will be classified as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for the taxable year ended December 31, 2024, and possibly for the current taxable year and future taxable years, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our ADSs or ordinary shares.
It is likely that we will be classified as a passive foreign investment company for U.S. federal income tax purposes for the taxable year ended December 31, 2025, and possibly for the current taxable year and future taxable years, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our ADSs or Class A ordinary shares.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

1 edited+26 added−594 removed0 unchanged
We have consolidated the financial results of the VIE and its subsidiaries in our consolidated financial statements in accordance with U.S. GAAP for accounting purposes . Agreements that enable us to direct the activities of the VIE Proxy Agreement and Power of Attorney.
Yunji Inc. is a holding company with no operations of its own. Our PRC subsidiaries and the VIE conduct operations in China, and the VIE is consolidated for accounting purposes in accordance with U.S. GAAP only but are not entities in which we have any equity interest.
Removed
Item 4. Information on the Company A. History and Development of the Company We commenced operations through Yunji Sharing, and launched our Yunji app in May 2015. We operate the Yunji app through Zhejiang Jixiang. In November 2017, Yunji Inc. was established in the Cayman Islands as our offshore holding company to facilitate financing and offshore listing.
Added
Item 4. Information on the Company 72 Item 4A. Unresolved Staff Comments 113 Item 5. Operating and Financial Review and Prospects 113 Item 6. Directors, Senior Management and Employees 131 Item 7. Major Shareholders and Related Party Transactions 140 Item 8. Financial Information 142 Item 9. The Offer and Listing 143 Item 10. Additional Information 143 Item 11.
Removed
Shortly following its incorporation, Yunji Inc. established a wholly-owned subsidiary in Hong Kong, Yunji Holding Limited. In February 2018, Yunji Holding Limited established a wholly-owned subsidiary in China, Yunchuang Sharing, or our WFOE.
Added
Quantitative and Qualitative Disclosures about Market Risk 155 Item 12. Description of Securities other than Equity Securities 155 Part II 158 Item 13. Defaults, Dividend Arrearages and Delinquencies 158 Item 14. Material Modifications to The Rights of Security Holders and Use of Proceeds 158 Item 15. Controls and Procedures 158 Item 16A. Audit Committee Financial Expert 159 Item 16B.
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In April 2018, we gained the ability to direct the business operations of Yunji Sharing through Yunchuang Sharing by entering into a series of contractual arrangements with Yunji Sharing and its shareholders, which were subsequently amended and restated in December 2018. In March 2018, Hangzhou Chuanchou, was established.
Added
Code of Ethics 159 Item 16C. Principal Accountant Fees and Services 159 Item 16D. Exemptions from the Listing Standards for Audit Committees 160 Item 16E. Purchases of Equity Securities By the Issuer and Affiliated Purchasers 160 Item 16F. Change in Registrant’s Certifying Accountant 160 Item 16G. Corporate Governance 160 Item 16H. Mine Safety Disclosure 161 Item 16I.
Removed
In October 2020, we gained the ability to direct the business operations of Hangzhou Chuanchou through Yunchuang Sharing by entering into a series of contractual arrangements with Hangzhou Chuanchou and its shareholder. In May 2024, such contractual arrangements relating to Hangzhou Chuanchou were terminated and Hangzhou Chuanchou became a wholly owned subsidiary of Yunji Preferred.
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Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 161 Item 16J. Insider Trading Policies 161 Item 16K. Cybersecurity 161 Part III 162 Item 17. Financial Statements 162 Item 18. Financial Statements 162 Item 19.
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In June 2018, Yunji Preferred, was established. In the same month, we gained the ability to direct the business operations of Yunji Preferred through Yunchuang Sharing by entering into a series of contractual arrangements with Yunji Preferred and its shareholders. The contractual arrangements with Yunji Preferred were subsequently amended and restated in December 2018 and March 2023.
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Exhibits 162 SIGNATURES 164 i INTRODUCTION Unless otherwise indicated or the context otherwise requires, references in this annual report on Form 20-F to: ● “ADRs” are to the American depositary receipts which may evidence the ADSs; ● “ADSs” are to the American depositary shares, each of which represents four hundred Class A ordinary shares; ● “Average spending per buyer” in a given period is calculated by dividing total GMV in that period by the number of buyers in the same period; ● “buyer” in a given period are to a user who places at least one order on our platform during such period, regardless of whether any product in such order is ultimately sold or delivered or whether any product in such order is returned; ● “China” or the “PRC” are to the People’s Republic of China, excluding, for the purposes of this annual report only, Hong Kong, Macau and Taiwan; ● “Class A ordinary shares” are to our Class A ordinary shares of par value US$0.000005 per share; ● “Class B ordinary shares” are to our Class B ordinary shares of par value US$0.000005 per share; ● “GMV” are to the total value of all orders for merchandise placed in our merchandise business and marketplace business, including the value of the merchandise sold as part of the membership packages, as well as the VAT and tax surcharges paid, regardless of whether the merchandises are returned and without taking into consideration any discounts and incentives.
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We subsequently migrated all of our business operations under Yunji Sharing and its subsidiaries to Yunji Preferred and Yunchuang Sharing and their subsidiaries.
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GMV includes the value from orders placed on our mobile apps as well as orders placed on third-party mobile apps and websites that are fulfilled by us, by our third-party merchants, or by our third-party business partners.
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On May 3, 2019, our ADSs commenced trading on the Nasdaq under the symbol “YJ.” We raised approximately US$109.0 million in net proceeds from the issuance of new shares from the IPO and related over-allotment option arrangement after deducting underwriting commissions and the offering expenses payable by us.
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Our revenues recognized on a gross basis are net of the VAT and related tax surcharges paid, discounts and incentives, the value of the merchandises returned, and any adjustments due to the timing difference between shipping and receipt, which are included in the above GMV measure.
Removed
On June 20, 2023, we effected a change in the ratio of our ADSs to Class A ordinary shares from one ADS representing ten Class A ordinary shares to one ADS representing one hundred Class A ordinary shares. In December 2023, our WFOE acquired Yunji Sharing by purchasing all equity interests held by the shareholders in Yunji Sharing.
Added
Our revenues recognized on a net basis are net of the corresponding amount to be paid to the vendor, the principal in the transaction, in addition to the items mentioned above, which are included in the above GMV measure; ● “Jishang Preferred” are to Zhejiang Jishang Preferred E-Commerce Co., Ltd.; ● “member” are to an individual who registers an account on our flagship Yunji app or mini program and satisfies certain requirements; ● “mini program” or “mini programs” are to services run on third-party platforms, such as WeChat, that provide functions similar to those of standalone mobile applications; ● “ordinary shares” are to our ordinary shares, par value US$0.000005 per share; ● “our WFOE” or “WFOE” are to Hangzhou Yunchuang Sharing Network Technology Co., Ltd. or Yunchuang Sharing; ● “RMB” and “Renminbi” are to the legal currency of China; ● “SPUs” are to standard product units offered on our platform.
Removed
Accordingly, the contractual arrangements with Yunji Sharing and its shareholders were effectively terminated in December 2023. On September 13, 2024, we effected a change in the ratio of our ADSs to Class A ordinary shares from one ADS representing one hundred Class A ordinary shares to one ADS representing four hundred Class A ordinary shares.
Added
The number of SPUs does not represent the number of distinct products offered on our platform.
Removed
Our principal executive offices are located at 15/F, South Building, Hipark Phase 2, Xiaoshan District, Hangzhou, People’s Republic of China. Our telephone number at this address is +86-571-8168-8920. Our registered office in the Cayman Islands is located at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
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We assign the same SPU to the same type of product without distinguishing product specifics such as colors and sizes; ● “US$,” “U.S. dollars,” “$,” and “dollars” are to the legal currency of the United States; 1 ● “users” are to individuals who access our platform through our mobile apps or sharing interfaces, including our members; ● “VIE” are to Zhejiang Yunji Preferred E-Commerce Co., Ltd., or Yunji Preferred, the variable interest entity, and, as the context requires, Hangzhou Chuanchou Network Technology Co., Ltd. and Yunji Sharing Technology Co., Ltd., the former variable interest entities; ● “Yunji,” “we,” “us,” “our company,” “our” and “Group” are to Yunji Inc., our Cayman Islands holding company and its subsidiaries.
Removed
Our agent for service of process in the United States is Puglisi & Associates, located at 850 Library Avenue, Suite 204, Newark, Delaware 19711. We maintain our web site at www.yunjiglobal.com .
Added
Unless otherwise specified, in the context of describing our business and operations in China, we are referring to the business and operations conducted by our PRC subsidiaries and the VIE; and ● “Zhejiang Jiyuan” are to Zhejiang Jiyuan Network Technology Co., Ltd.
Removed
The SEC maintains a web site at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC using its EDGAR system. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Material Cash Requirements” for a discussion of our capital expenditures. 72 B.
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Our reporting currency is the Renminbi because our business is mainly conducted in China and all of our revenues are denominated in Renminbi. This annual report contains translations of Renminbi amounts into U.S. dollars at specific rates solely for the convenience of the reader.
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Business Overview We operate a social e-commerce platform in China using a unique, membership-based model that leverages the power of social interaction. We offer high-quality products at attractive prices and incentivize our members to promote our platform and share our products with their social contacts.
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The conversion of Renminbi into U.S. dollars in this annual report is based on the exchange rate set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
Removed
We empower prime emerging brands and manufacturers with deep understanding of market trends and customer behavior to produce high-quality innovative products to better meet the demands of our members. We have also developed several private labels in the mass consumption field, which are sold on our own platform as well as offered and sold through external channels.
Added
Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this annual report are made at a rate of RMB6.9931 to US$1.00, the exchange rate in effect as of the end of December 31, 2025, as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System.
Removed
Members are the key participants on our platform. Our members gain access to a dedicated app and mini program that provides access to a curated selection of products, exclusive membership benefits and features. Our membership system has experienced various changes in the past few years.
Added
We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, or at all.
Removed
Starting from March 2025, users can become a member by purchasing an RMB198 membership package, which is valid for one year. If their annual spending reaches a specified amount within the year, they can retain their membership for the following year.
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The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of Renminbi into foreign exchange and through restrictions on foreign trade. 2 FORWARD-LOOKING STATEMENTS This annual report on Form 20-F contains forward-looking statements that relate to our current expectations and views of future events.
Removed
Our members, typically middle-class consumers, are highly social and are interested in discussing and sharing their shopping experiences and various products within their social circles. Members often refer others to become members and are rewarded for doing so. Members can also promote products on various social platforms and are rewarded if those users purchase our products.
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These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigations Reform Act of 1995.
Removed
We also provide support such as training, technology support and customer services to make the process easier for them. We offer products across a large variety of categories with the aim of catering to the various daily needs of our users and their households.
Added
You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions.
Removed
We also add to our product offerings based on feedback and understanding of our members and users based on various analytics. Additionally, we stay abreast of trends and carefully curate and promote seasonal best-selling products, such as seasonal fruits and festive gifts.
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We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs.
Removed
While we offer products from mainstream and emerging brands, we also strategically work with manufacturers directly to develop private labels and exclusive differentiated products.
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These forward-looking statements include statements relating to: ● our mission, goals and strategies; ● our future business development, financial conditions and results of operations; ● the expected growth of the online retail industry in China; ● our expectations regarding demand for and market acceptance of our products and services; ● our expectations regarding our relationships with our members, users, suppliers, third-party merchants and other partners; ● competition in our industry; and ● government policies and regulations relating to us, and their future development.
Removed
In particular, we engage in minority-interest equity investments in high-quality innovative manufacturers to develop private labels, combining their unique manufacturing capabilities and supply channels with our deep understanding of end customers through our various user analytics to develop innovative and differentiated products specifically designed to meet the demands of our members and users.
Added
These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations.
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In this way, we empower our manufacturer and brand partners, especially our private labels, with products improvement advices based on our understanding of market trends and insights on customer behavior and precise marketing and customer education through our active communities.
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Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Item 3. Key Information—D. Risk Factors,” “Item 4. Information on the Company—B. Business Overview,” “Item 5. Operating and Financial Review and Prospects,” and other sections in this annual report.
Removed
To complement our existing merchandise sales business under which we acquire products from suppliers and sell them directly to customers, we launched our marketplace business in the first quarter of 2019 whereby third-party merchants can sell products on our platform and pay us commissions on their sales.
Added
You should read thoroughly this annual report and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.
Removed
We attract and select third-party merchants to offer high quality products at attractive prices to our users through our marketplace business and monitor the third-party merchants’ performance and activities on our platform closely to ensure that they meet our requirements for authentic products and high-quality logistics and customer service.
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The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report.
Removed
In each product category in the marketplace model, we will only select a limited number of brands, fostering a healthy competitive environment where we only select and work with the best third-party merchants to offer our members a broad range of carefully curated high-quality products. Products offered through our marketplace business are directly sold and fulfilled by third-party merchants.
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Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
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Our marketplace business allows us to improve the shopping experience on our platform. We are extremely focused on the quality and pricing of our products under both the merchandise sale business and the marketplace business.
Added
You should read this annual report and the documents that we refer to in this annual report completely and with the understanding that our actual future results may be materially different from what we expect. 3 Part I
Removed
We have been intentionally maintaining a balance between expanding the product category coverage to meet our users’ evolving demand and controlling the number of SPUs in each category to ensure that we only offer curated products with high value and quality to our users.
Removed
We currently generate revenues mainly by selling products directly on our platform to users, including both members and non-members, and earning commissions on the sales of products by third-party merchants on our platform. Our total revenues were RMB1,154.1 million, RMB640.2 million and RMB417.7 million (US$57.2 million) in 2022, 2023 and 2024, respectively.
Removed
We recorded net loss of RMB138.4 million in 2022, net loss of RMB165.1 million in 2023, and net loss of RMB123.1 million (US$16.9 million) in 2024. Our Business Model We operate a social e-commerce platform in China using a unique, membership-based model that leverages the power of social interaction.
Removed
We offer high-quality products at attractive prices and incentivize our members to promote our platform and share our products with their social contacts.
Removed
We operate on our platform both our merchandise sales business, under which we acquire products from suppliers and sell them directly to customers, and our marketplace business that launched in the first quarter of 2019, under which third-party merchants can sell products on our platform and pay us commissions on their sales.
Removed
We have also developed several private labels whose products are sold both on our own platform and external sales channels through our merchandise sales business. 73 Under our merchandise sales business, we work with a mix of mainstream brands, emerging brands and private labels to offer products across a large variety of categories based on feedback and understanding of our members and users based on various analytics.
Removed
In particular, we empower quality manufacturers with products improvement advices based on our understanding of market trends and insights on customer behavior and precise marketing and customer education through our active communities, thereby supporting the growth of our manufacturing partners and develop private labels.
Removed
To complement our existing merchandise sales business, we launched our marketplace business in the first quarter of 2019.
Removed
We attract and select third-party merchants to offer high quality products at attractive prices to our users through our marketplace business and monitor the third-party merchants’ performance and activities on our platform closely to ensure that they meet our requirements for authentic products and high-quality logistics and customer service.
Removed
Products offered through our marketplace business are directly sold and fulfilled by third-party merchants. Our marketplace business allows us to improve the shopping experience on our platform. Revenues generated under the marketplace business are recognized on a net basis, while revenues generated under our merchandise sales business are recognized on a gross basis.
Removed
Yunji Platform We conduct our social e-commerce business primarily through our flagship Yunji app. In addition, we create visually appealing interfaces in mini programs and HTML-5 webpages available in major social platforms in China to promote our platform and products.
Removed
To reach a wider audience, we collaborate with content creators and post content on lifestyle platforms and live streaming platforms, such as Xiaohongshu, Douyin and WeChat video channel, to promote certain of our products or items. Through these promotional channels, potential users can learn about our platform and visit our mobile apps.
Removed
Our members can easily share the mini programs and links to HTML-based webpages with their family, friends and other social contacts who may be interested in buying products on our platform. The promotional interfaces visually aid the shopping experience on our platform, and enable viral dissemination of product information on a large scale at low costs.
Removed
Yunji App Our flagship Yunji app is used by our members and non-member users to discover, explore and purchase a wide range of high-quality products at attractive prices and to access other membership features and benefits.
Removed
We provide services to members and non-member users under the same app so as to open up our platform and provide better user experience. ● Users can become a member by purchasing an RMB198 membership package, which is valid for one year.
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If their annual spending reaches a specified amount within the year, they can retain their membership for the following year. ● The member can choose to view our product offerings on our user-friendly app interface by accessing our various sales formats, such as flash sale (特卖), and channels (频道).
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See “—Our Product Offerings—Sales Formats.” ● The member can click on the desired product to view detailed product description and a short video that showcases the product and consider whether to make the purchase.
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In addition to the attractive price, the app also offers features to encourage the member to recommend his/her family, friends or other social contacts to purchase our products. In the product listings, the member can see the amount of incentives he/she will earn if someone purchases products via the links he/she shares through his/her social network.
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Our app provides the member with ready-to-use promotional materials containing product description, short videos and reviews, which can be easily posted on social network platforms such as WeChat, QQ and Weibo with the seamless integration of our platform with such social network platforms.
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The member may also create promotional materials on his/her own and share them with other members. 74 ● We also provide our members with community features to see what other members are buying and the sharing of their shopping experience, including product reviews, photos and short videos.
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In 2019 we introduced the live streaming function where members can host live video broadcasts to express their opinions on, share their experience with and promote to other members products on our platform.
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During the live streaming session, as the host member is sharing his/her experience and interacting with other users viewing the session, direct links to the products being discussed are displayed on the screen to facilitate convenient purchasing of the products.
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Similar to product referrals made by members via their social networks, the live streaming hosts receive referral incentives for products sold via their live broadcasts. In 2022, we strategically upgraded live streaming by emphasizing the development of short videos and content marketing in order to improve viewer conversion efficiency.
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By creating shorter, more digestible videos, we effectively retain those viewers who may not have enough time or patience to watch longer content. ● We cater to the needs of our members by featuring popular and in-demand products in dedicated channels, making it easier for members to find what they are looking for.
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We also stay up to date with seasonal trends in our product offerings. Our Member Community Our member community is driven by social connections. Users access our platform mostly through invitation and recommendation by our existing members via their social networks both online and offline.
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As a result, new users come to us with established trust in their own family, friends and neighbors, as well as shared interests and similar purchasing preferences with our existing members. Therefore, they are more likely to find our platform credible and refer our platform and products through their social networks to other friends, neighbors and family members.
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We keep close contacts with our member community to learn their changing consumption needs and preferences, which serve as crucial references to product curation and procurement for our supply chain team.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

92 edited+12 added−19 removed114 unchanged
Risk Factors—Risks Related to Doing Business in China—We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.” 117 If our holding company in the Cayman Islands or any of our subsidiaries outside of China were deemed to be a “resident enterprise” under the PRC Enterprise Income Tax Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%.
Risk Factors—Risks Related to Doing Business in China—We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.” If our holding company in the Cayman Islands or any of our subsidiaries outside of China were deemed to be a “resident enterprise” under the PRC Enterprise Income Tax Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%.
Risk Factors—Risks Related to Doing Business in China—If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or ADS holders.” Results of Operations The following table sets forth a summary of our consolidated results of operations for the periods presented, both in absolute amount and as a percentage of our total revenues for the periods presented.
Risk Factors—Risks Related to Doing Business in China—If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or ADS holders.” 116 Results of Operations The following table sets forth a summary of our consolidated results of operations for the periods presented, both in absolute amount and as a percentage of our total revenues for the periods presented.
There are other items within our financial statements that require estimation but are not deemed critical, as defined above. Changes in estimates used in these and other items could have a material impact on our financial statements. 130 For a detailed discussion of our principal accounting policies and related judgments, please see “Note 2.
There are other items within our financial statements that require estimation but are not deemed critical, as defined above. Changes in estimates used in these and other items could have a material impact on our financial statements. For a detailed discussion of our principal accounting policies and related judgments, please see “Note 2.
We also facilitate communications among members based on geographical location or shared interest. Furthermore, we provide incentives and organize campaign activities to enhance user activities. 113 Our ability to manage product offerings and supply chain Our results of operations are also affected by whether we can successfully implement our product selection strategy and manage our product offerings.
We also facilitate communications among members based on geographical location or shared interest. Furthermore, we provide incentives and organize campaign activities to enhance user activities. Our ability to manage product offerings and supply chain Our results of operations are also affected by whether we can successfully implement our product selection strategy and manage our product offerings.
Under the 2017 Plan and the 2019 Plan, which replaced the 2017 plan in its entirety in March 2019, options are exercisable subject to the grantee’s continuous service. We accounted for the share based compensation costs on a straight-line bases over the requisite service period for the award based on the fair value on their respectively grant date.
Under the 2017 Plan and the 2019 Plan, which replaced the 2017 plan in its entirety in March 2019, options are exercisable subject to the grantee’s continuous service. 122 We accounted for the share based compensation costs on a straight-line bases over the requisite service period for the award based on the fair value on their respectively grant date.
Compensation of Directors and Executive Officers—2019 Share Incentive Plan.” Under the 2019 Plan, 227,401,861 ordinary shares were authorized and reserved for issuance. 122 Since adoption of the 2017 Plan, which was subsequently replaced by the 2019 Plan in March 2019, we granted options and restricted share units to our employees.
Compensation of Directors and Executive Officers—2019 Share Incentive Plan.” Under the 2019 Plan, 227,401,861 ordinary shares were authorized and reserved for issuance. Since adoption of the 2017 Plan, which was subsequently replaced by the 2019 Plan in March 2019, we granted options and restricted share units to our employees.
We have primarily relied on third-party logistics service providers to operate the warehouses and provide last-mile delivery, and third-party online payment platforms to provide various payment options. 114 Key Components of Results of Operations Revenues Revenues are comprised of sale of merchandise, net, marketplace revenue and other revenues.
We have primarily relied on third-party logistics service providers to operate the warehouses and provide last-mile delivery, and third-party online payment platforms to provide various payment options. Key Components of Results of Operations Revenues Revenues are comprised of sale of merchandise, net, marketplace revenue and other revenues.
In addition, the Cayman Islands does not impose withholding tax on dividend payments. 116 Hong Kong Our subsidiary incorporated in Hong Kong, Yunji Hong Kong Limited, is subject to 16.5% Hong Kong profit tax on their taxable income generated from operations in Hong Kong.
In addition, the Cayman Islands does not impose withholding tax on dividend payments. Hong Kong Our subsidiary incorporated in Hong Kong, Yunji Hong Kong Limited, is subject to 16.5% Hong Kong profit tax on their taxable income generated from operations in Hong Kong.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period since January 1, 2025 that are reasonably likely to have a material adverse effect on our net sales or revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period since January 1, 2026 that are reasonably likely to have a material adverse effect on our net sales or revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.
Our technology and content expenses decreased by 14.8% from RMB53.5 million, representing 8.4% of our total revenues, in 2023 to RMB45.6 million (US$6.3 million), representing 10.9% of our total revenues, in 2024, primarily due to (i) the reduction in personnel costs as a result of staffing structure refinements, and (ii) reduced server costs. ● General and administrative expenses .
Our technology and content expenses decreased by 14.8% from RMB53.5 million, representing 8.4% of our total revenues, in 2023 to RMB45.6 million, representing 10.9% of our total revenues, in 2024, primarily due to (i) the reduction in personnel costs as a result of staffing structure refinements, and (ii) reduced server costs. ● General and administrative expenses .
Revenue from the marketplace business decreased by 38.9% from RMB130.2 million in 2023 to RMB79.5 million (US$10.9 million) in 2024, primarily due to our decision to upgrade our strategy to refine our product selection across all categories as well as the negative impact of soft consumer confidence. ● Other revenues .
Revenue from the marketplace business decreased by 38.9% from RMB130.2 million in 2023 to RMB79.5 million in 2024, primarily due to our decision to upgrade our strategy to refine our product selection across all categories as well as the negative impact of soft consumer confidence. ● Other revenues .
Our revenue from sale of merchandise, net decreased by 34.0% from RMB500.7 million in 2023 to RMB330.5 million (US$45.3 million) in 2024, primarily due to soft consumer confidence and our continued strategy to refine our product selection across all categories and optimize our selection of suppliers and merchants, which had a near-term impact on sales. ● Revenue from marketplace business .
Our revenue from sale of merchandise, net decreased by 34.0% from RMB500.7 million in 2023 to RMB330.5 million in 2024, primarily due to soft consumer confidence and our continued strategy to refine our product selection across all categories and optimize our selection of suppliers and merchants, which had a near-term impact on sales. ● Revenue from marketplace business .
Our cost of revenues decreased by 36.5% from RMB332.8 million, representing 52.0% of our total revenues, in 2023 to RMB211.3 million (US$28.9 million), representing 50.6% of our total revenues, in 2024, which was mainly attributable to the change in merchandise sales, for which revenues and cost of revenues are recognized on a gross basis. ● Fulfillment expenses .
Our cost of revenues decreased by 36.5% from RMB332.8 million, representing 52.0% of our total revenues, in 2023 to RMB211.3 million, representing 50.6% of our total revenues, in 2024, which was mainly attributable to the change in merchandise sales, for which revenues and cost of revenues are recognized on a gross basis. ● Fulfillment expenses .
Financial (expense)/income, net Our financial income, net was RMB17.3 million (US$2.4 million) in 2024, compared to financial expense, net of RMB60.2 million in 2023 as a result of an increase in fair value changes of equity securities investments.
Financial income/(expense), net Our financial income, net was RMB17.3 million in 2024, compared to financial expense, net of RMB60.2 million in 2023 as a result of an increase in fair value changes of equity securities investments.
Our general and administrative expenses increased by 7.9% from RMB121.0 million, representing 18.9% of our total revenues, in 2023 to RMB130.5 million (US$17.9 million), representing 31.2% of our total revenues, in 2024.
Our general and administrative expenses increased by 7.9% from RMB121.0 million, representing 18.9% of our total revenues, in 2023 to RMB130.5 million, representing 31.2% of our total revenues, in 2024.
Our sales and marketing expenses decreased by 19.8% from RMB121.0 million, representing 18.9% of our total revenues, in 2023 to RMB97.0 million (US$13.3 million), representing 23.2% of our total revenues, in 2024. The decrease in sales and marketing expenses was primarily attributable to the reduction in member management fees. ● Technology and content expenses .
Our sales and marketing expenses decreased by 19.8% from RMB121.0 million, representing 18.9% of our total revenues, in 2023 to RMB97.0 million, representing 23.2% of our total revenues, in 2024. The decrease in sales and marketing expenses was primarily attributable to the reduction in member management fees. ● Technology and content expenses .
Foreign exchange (loss)/income, net We recorded foreign exchange income, net of RMB2.1 million (US$0.3 million) in 2024, compared to foreign exchange loss, net of RMB6.7 million in 2023, as a result of fluctuations of the exchange rates of Renminbi against U.S. dollars.
Foreign exchange income/(loss), net We recorded foreign exchange income, net of RMB2.1 million in 2024, compared to foreign exchange loss, net of RMB6.7 million in 2023, as a result of fluctuations of the exchange rates of Renminbi against U.S. dollars.
In accordance with the laws and regulations promulgated by the State Administration of Taxation effective from 2008 onwards, enterprises engaging in research and development activities are entitled to claim 150% of their qualified research and development expenses so incurred as tax deductible expenses when determining their assessable profits for the year.
In accordance with the laws and regulations promulgated by the STA effective from 2008 onwards, enterprises engaging in research and development activities are entitled to claim 150% of their qualified research and development expenses so incurred as tax deductible expenses when determining their assessable profits for the year.
Our fulfillment expenses decreased by 29.2% from RMB107.5 million, representing 16.8% of our total revenues, in 2023 to RMB76.1 million (US$10.4 million), representing 18.2% of our total revenues, in 2024.
Our fulfillment expenses decreased by 29.2% from RMB107.5 million, representing 16.8% of our total revenues, in 2023 to RMB76.1 million, representing 18.2% of our total revenues, in 2024.
In 2024, the principal items accounting for the difference between our net cash used in operating activities and our net loss were (i) a decrease in incentive payables to members of RMB58.9 million (US$8.1 million), and (ii) a decrease in accounts payable of RMB29.7 million (US$4.1 million), partially offset by (i) a non-cash impairment of long-lived assets other than goodwil of RMB26.1 million (US$3.6 million), (ii) a non-cash allowance for credit losses of RMB15.4 million (US$2.1 million), and (iii) a decrease in prepaid expenses and other current assets of RMB12.9 million (US$1.8 million).
In 2024, the principal items accounting for the difference between our net cash used in operating activities and our net loss were (i) a decrease in incentive payables to members of RMB58.9 million, and (ii) a decrease in accounts payable of RMB29.7 million, partially offset by (i) a non-cash impairment of long-lived assets other than goodwill of RMB26.1 million, (ii) a non-cash allowance for credit losses of RMB15.4 million, and (iii) a decrease in prepaid expenses and other current assets of RMB12.9 million.
We recognized share-based compensation expenses of RMB1.8 million, share-based compensation benefits of RMB5.6 million and nil for share options granted under the 2017 Plan and the 2019 Plan, which replaced the 2017 Plan in its entirety in March 2019, in the consolidated statements of comprehensive loss for the years ended 2022, 2023 and 2024, respectively.
We recognized share-based compensation expenses of RMB5.6 million, nil and nil for share options granted under the 2017 Plan and the 2019 Plan, which replaced the 2017 Plan in its entirety in March 2019, in the consolidated statements of comprehensive loss for the years ended 2023, 2024 and 2025, respectively.
Other non-operating income/(loss), net We recorded other non-operating income, net of RMB0.8 million (US$0.1 million) in 2024, compared to other non-operating loss, net of RMB2.4 million in 2023.
Other non-operating income/(loss), net We recorded other non-operating income, net of RMB0.8 million in 2024, compared to other non-operating loss, net of RMB2.4 million in 2023.
Investing activities Net cash used in investing activities in 2024 was RMB166.3 million (US$22.8 million), primarily due to (i) cash paid to acquire the land use right of the Hangzhou Land Parcel for an aggregate consideration of approximately RMB176.6 million (US$24.2 million), partially offset by cash received from repayment of loans provided to third parties of RMB11.1 million (US$1.5 million).
Net cash used in investing activities in 2024 was RMB166.3 million, primarily due to cash paid to acquire the land use right of the Hangzhou Land Parcel for an aggregate consideration of approximately RMB176.6 million, partially offset by cash received from repayment of loans provided to third parties of RMB11.1 million.
Principal Accounting Policies” of our consolidated financial statements included elsewhere in this annual report. You should read the following description of critical accounting estimates in conjunction with our consolidated financial statements and other disclosures included in this annual report. Allowance for credit losses - receivables from the distribution sales Nature of Estimates Required .
Principal Accounting Policies” of our consolidated financial statements included elsewhere in this annual report. You should read the following description of critical accounting estimates in conjunction with our consolidated financial statements and other disclosures included in this annual report. 130 Allowance for credit losses - unsecured loan receivables Nature of Estimates Required .
As of December 31, 2024, the allowance for credit losses on unsecured loan receivables was RMB41,200 thousand. For more information regarding expected credit losses and for additional information regarding the allowance for credit losses for unsecured loan receivables, see “Note 6. Prepaid Expenses and Other Current Assets, Net”, “Note 11. Other Non-Current Assets” and “Note 2.
As of December 31, 2025, the allowance for credit losses on unsecured loan receivables was RMB123,088 thousand. For more information regarding expected credit losses and for additional information regarding the allowance for credit losses for unsecured loan receivables, see “Note 6. Prepaid Expenses and Other Current Assets, Net”, “Note 11. Other Non-Current Assets” and “Note 2.
Loss from operations Our loss from operations was RMB80.6 million in 2023, compared to RMB78.6 million in 2022 as a result of a decrease in revenues , partially offset by improvements in our operating efficiency and increased gross margin.
Loss from operations Our loss from operations was RMB136.3 million in 2024, compared to RMB80.6 million in 2023 as a result of a decrease in revenues, partially offset by improvements in our operating efficiency and increased gross margin.
We value our short-term wealth management products investments held in certain banks using model-derived valuations based upon discounted cash flow, in which significant inputs, mainly including expected return , are observable or can be derived principally from, or corroborated by, observable market data, and accordingly, we classify the valuation techniques that use these inputs as Level 2.
We value our short-term time deposits held in certain banks using model-derived valuations based upon discounted cash flow, in which significant inputs, mainly including expected return, are observable or can be derived principally from, or corroborated by, observable market data, and accordingly, the Group classifies the valuation techniques that use these inputs as Level 2.
As of December 31, 2022, 2023 and 2024, our net inventories amounted to RMB54.7 million, RMB42.7 million and RMB29.4 million (US$4.0 million), respectively. These decreases were primarily due to decreases in merchandise sales. Our inventory turnover days were 38.4 days in 2022, 52.7 days in 2023, and 61.5 days in 2024.
As of December 31, 2023, 2024 and 2025, our net inventories amounted to RMB42.7 million, RMB29.4 million and RMB41.0 million (US$5.9 million), respectively. These decreases were primarily due to decreases in merchandise sales. Our inventory turnover days were 52.7 days in 2023, 61.5 days in 2024, and 72.0 days in 2025.
As of December 31, 2024, warehouse facilities in our fulfillment network included two central warehouse and six regional warehouses, with an aggregate gross floor area of approximately 15,000 square meters in eight cities.
As of December 31, 2025, warehouse facilities in our fulfillment network included two central warehouse and seven regional warehouses, with an aggregate gross floor area of approximately 15,000 square meters in nine cities.
Yun-coin can only be used as credits when making purchases on our platform, with one unit of Yun-coin representing RMB1.00. Yun-coins cannot be redeemed for cash. Members may transfer Yun-coins to others for free. Starting from March 2025, users can become a member by purchasing an RMB198 membership package, which is valid for one year.
Yun-coin can only be used as credits when making purchases on our platform, with one unit of Yun-coin representing RMB1.00. Yun-coins cannot be redeemed for cash. Members may transfer Yun-coins to others for free. Beginning in March 2025, users may become members by (i) purchasing an RMB 198 membership package, which is valid for one year.
As of December 31, 2022, 2023 and 2024, 10,326,250 restricted share units, 1,587,950 restricted share units and 3,837,500 restricted share units were vested. For the years ended December 31, 2022, 2023 and 2024, our total share-based compensation expenses recognized for the restricted share units granted were RMB28.3 million, RMB4.7 million and RMB2.4 million, respectively.
As of December 31, 2023, 2024 and 2025, 1,587,950 restricted share units, 3,837,500 restricted share units and nil were vested. For the years ended December 31, 2023, 2024 and 2025, our total share-based compensation expenses recognized for the restricted share units granted were RMB4.7 million, RMB2.4 million and RMB0.3 million, respectively.
Other revenues include revenues from membership program and revenues earned on net basis from sales of certain products on our platform, such as air tickets.
Other revenues include revenues from membership program and revenues earned on net basis from sales of certain products on our platform.
Theses reclassifications have no impact on our previously reported consolidated net loss. 126 To date, our primary sources of liquidity have been issuances of equity securities in our initial public offering and historical private placements. As of December 31, 2024, our cash, cash equivalents and restricted cash were RMB242.8 million (US$33.3 million).
Theses reclassifications have no impact on our previously reported consolidated net loss. 126 To date, our primary sources of liquidity have been issuances of equity securities in our initial public offering and historical private placements. As of December 31, 2025, our cash, cash equivalents and restricted cash were RMB132.4 million (US$18.9 million).
These changes were primarily contributed by the changes in merchandise purchase payables, which decreased from RMB87.5 million as of December 31, 2022 to RMB61.0 million as of December 31, 2023 and further decreased to RMB32.2 million (US$4.4 million) as of December 31, 2024. These decreases were primarily due to decreases in merchandise sales.
These changes were primarily contributed by the changes in merchandise purchase payables, which decreased from RMB61.0 million as of December 31, 2023 to RMB32.2 million as of December 31, 2024 and further decreased to RMB27.2 million (US$3.9 million) as of December 31, 2025. These decreases were primarily due to decreases in merchandise sales.
Our merchandise purchase payable turnover days were 65.7 days in 2022, 80.3 days in 2023, and 79.4 days in 2024.
Our merchandise purchase payable turnover days were 80.3 days in 2023, 79.4 days in 2024, and 60.7 days in 2025.
Operating activities Net cash used in operating activities in 2024 was RMB126.1 million (US$17.3 million), as compared to net loss of RMB123.1 million (US$16.9 million) in the same period.
Net cash used in operating activities in 2024 was RMB126.1 million, as compared to net loss of RMB123.1 million in the same period.
If our existing PRC subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.
As a result, our ability to pay dividends depends upon dividends paid by our PRC subsidiaries. If our existing PRC subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.
The following is a description of the valuation techniques that we use to measure the fair value of assets that we report in our consolidated balance sheets at fair value on a recurring basis: Short-term investments. Short-term investment consists of wealth management products and time deposits, which are valued by us on a recurring basis.
The following is a description of the valuation techniques that we use to measure the fair value of assets that we report in our consolidated balance sheets at fair value on a recurring basis: Short-term investments. Short-term investment consists of time deposits and equity securities with readily determinable fair value, which are valued by the Group on a recurring basis.
Remaining performance obligations The remaining performance obligations associated with our sale of merchandise represent the cash collected upfront from the customers for their purchase of merchandise on our apps, but the underlying merchandise has not yet been received by the customers , which is included in the presentation of deferred revenue and are expected to be recognized as revenue when the receipt of merchandise is confirmed by the customers. 121 The remaining performance obligations associated with our marketplace revenue represents the portion of commissions included in the payment collected from the users for their purchase of merchandise on the Yunji app on behalf of the merchants, but the underlying merchandise has not yet been received by the users, which is included in the presentation of deferred revenue and are expected to be recognized as revenue when the transactions are completed.
Remaining performance obligations The remaining performance obligations associated with our sale of merchandise represent the cash collected upfront from the customers for their purchase of merchandise on our apps, but the underlying merchandise has not yet been received by the customers, which is included in the presentation of deferred revenue and are expected to be recognized as revenue when the receipt of merchandise is confirmed by the customers.
In December 2024, we offered an average of 3,679 SPUs on our platform on a daily basis, including products of mainstream brands, emerging brands and our own brands.
In December 2025, we offered an average of 2,177 SPUs on our platform on a daily basis, including products of mainstream brands, emerging brands and our own brands.
Year ended December 31, 2023 compared to year ended December 31, 2022 Revenues Our revenues decreased by 44.5% from RMB1,154.1 million in 2022 to RMB640.2 million in 2023, primarily due to soft consumer confidence and our continued strategy to refine our product selection across all categories and optimize our selection of suppliers and merchants, which had a near-term impact on sales.
Year ended December 31, 2024 compared to year ended December 31, 2023 Revenues Our revenues decreased by 34.8% from RMB640.2 million in 2023 to RMB417.7 million in 2024, primarily due to soft consumer confidence and our continued strategy to refine our product selection across all categories and optimize its selection of suppliers and merchants, which had a near-term impact on sales.
As of December 31, 2022, 2023 and 2024, there were RMB0.6 million, RMB1.0 thousand and nil, respectively, in total unrecognized compensation expense, related to unvested share options, which we expect to be recognized over a weighted average period of 0.4, 0.08 and nil years, respectively.
As of December 31 2023, there were RMB1.0 thousand, in total unrecognized compensation expense, related to unvested share options, which we expect to be recognized over a weighted average period of 0.08 years. There was no unrecognized compensation expense related to unvested share options as of December 31, 2024 and 2025.
As of December 31, 2022, 2023 and 2024, our accounts payable amounted to RMB138.9 million, RMB96.8 million and RMB54.7 million (US$7.5 million), respectively .
As of December 31, 2023, 2024 and 2025, our accounts payable amounted to RMB96.8 million, RMB54.7 million and RMB48.9 million (US$7.0 million), respectively.
Payment Due by Period Total Less than 1 year 1-3 years 3-5 years More than 5 years (in RMB thousands) Operating lease 13,322 5,056 8,266 - - Our capital commitments primarily relate to commitments on the construction of office buildings.
Payment Due by Period Total Less than 1 year 1-3 years 3-5 years More than 5 years (in RMB thousands) Operating lease 3,895 2,196 1,699 - - Our capital commitments primarily relate to commitments on the construction of office buildings.
Write-downs of RMB4.8 million, RMB9.3 million and RMB12.7 million (US$1.7 million) are recorded in cost of revenues in the consolidated statements of comprehensive loss for the years ended December 31, 2022, 2023 and 2024, respectively.
Write-downs of RMB9.3 million, RMB12.7 million and RMB3.4 million (US$0.5 million) are recorded in cost of revenues in the consolidated statements of comprehensive loss for the years ended December 31, 2023, 2024 and 2025, respectively.
On July 1, 2024, we granted 4,000,000 RSUs to our employees. 123 (a) Options The following table sets forth the stock options activity for the years ended December 31, 2022, 2023 and 2024: Number of shares Weighted-average exercise price Weighted average remaining contractual term Aggregate intrinsic value US$ 000’US$ Outstanding as of December 31, 2022 61,091,820 0.22 0.89 - Granted Forfeited (173,870 ) 0.23 Exercised Expired (46,562,380 ) 0.09 Outstanding as of December 31, 2023 14,355,570 0.61 0.27 - Granted Forfeited Exercised Expired (3,265,030 ) 0.37 Outstanding as of December 31, 2024 11,090,540 0.68 0.02 - Vested and expected to vest as of December 31, 2024 11,090,540 Exercisable as of December 31, 2024 11,090,540 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the estimated fair value of the underlying stock at each reporting date (December 31, 2022: US$0.08, December 31, 2023: US$0.007, December 31, 2024: US$0.004).
(a) Options The following table sets forth the stock options activity for the years ended December 31, 2023, 2024 and 2025: Number of shares Weighted-average exercise price Weighted average remaining contractual term Aggregate intrinsic value US$ 000’US$ Outstanding as of December 31, 2023 14,355,570 0.61 0.27 — Granted Forfeited Exercised Expired (3,265,030 ) 0.37 Outstanding as of December 31, 2024 11,090,540 0.68 0.02 — Granted Forfeited Exercised Expired (11,090,540 ) 0.68 Outstanding as of December 31, 2025 - - - - Vested and expected to vest as of December 31, 2025 - Exercisable as of December 31, 2025 - 123 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the estimated fair value of the underlying stock at each reporting date (December 31, 2023: US$0.007, December 31, 2024: US$0.004, December 31, 2025: US$0.003).
Consistent with the criteria of Topic 606, we recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to receive in exchange for those goods or services.
Revenue recognition We adopted ASC Topic 606, “Revenue from Contracts with Customers,” for all periods presented. Consistent with the criteria of Topic 606, we recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to receive in exchange for those goods or services.
As of the date of this annual report, we drew down RMB15 million under the credit facility, bearing an interest rate of 2.4% per annum.
As of the date of this annual report, we drew down RMB71 million under the credit facility, bearing an interest rate between 2.3% and 2.5% per annum.
Payment Due by Period Total Less than 1 year 1-3 years 3-5 years More than 5 years (in RMB thousands) Capital commitments 241,726 124,865 109,976 6,885 - We intend to fund our existing and future material cash requirements with our existing cash balance, loan facilities and cash flow from operating activities and financing activities.
Payment Due by Period Total Less than 1 year 1-3 years 3-5 years More than 5 years (in RMB thousands) Capital commitments 148,332 103,751 37,896 6,685 - We intend to fund our existing and future material cash requirements with our existing cash balance, loan facilities and cash flow from operating activities and financing activities.
Over average spending per buyer decreased from RMB1,195 in 2023 to RMB901 in 2024, primarily due to soft consumer sentiment. Furthermore, the pandemic influenced consumer confidence and altered consumption habits.
Our average spending per buyer decreased from RMB901 in 2024 to RMB843 in 2025, primarily due to soft consumer sentiment and intensified market competition. Furthermore, the pandemic influenced consumer confidence and altered consumption habits.
We make continual efforts to maintain and improve an efficient cost structure and create incentives for our suppliers and third-party merchants to provide us and our members with competitive prices. We strive to obtain more favorable terms from suppliers, including pricing terms and volume-based rebates.
We make continual efforts to maintain and improve an efficient cost structure and create incentives for our suppliers and third-party merchants to provide us and our members with competitive prices.
We outsource some member services to third-party service companies, which select, hire and train service managers to provide the services. Most of the service managers are members. We pay member management fees to the third-party service companies for their product sales facilitation services. The member management fees have accounted for the substantial majority of our sales and marketing expenses.
We pay member management fees to the third-party service companies for their product sales facilitation services. The member management fees have accounted for the substantial majority of our sales and marketing expenses.
All options and restricted share units granted have a contractual term of six years from the grant date, and vest over a period of four years of continuous service, half (1/2) of which vest upon the second anniversary of the stated vesting commencement date and one-fourth (1/4) of the remaining will vest upon the third and fourth anniversaries of the stated vesting commencement date.
Both options and RSU vest over a period of four years of continuous service, half (1/2) of which vest upon the second anniversary of the stated vesting commencement date and one-fourth (1/4) of the remaining will vest upon the third and fourth anniversaries of the stated vesting commencement date.
The unrecognized compensation expense may be adjusted for future changes in actual forfeitures. 124 (b) Restricted share units A summary of activities of the service-based restricted share units for the years ended December 31, 2022, 2023 and 2024 is presented below: Number of RSUs Weighted- Average Grant- Date Fair Value US$ Unvested at December 31, 2022 24,922,100 0.45 Granted 7,900,000 0.02 Vested (1,587,950 ) Forfeited (11,609,400 ) Unvested at December 31, 2023 19,624,750 0.26 Granted 4,000,000 0.01 Vested (3,837,500 ) Forfeited (2,378,850 ) Unvested at December 31, 2024 17,408,400 0.27 The fair value of each restricted share units granted with service conditions is estimated based on the fair market value of the underlying our ordinary shares on the date of grant.
(b) Restricted share units A summary of activities of the service-based restricted share units for the years ended December 31, 2023, 2024 and 2025 is presented below: Number of RSUs Weighted- Average Grant- Date Fair Value US$ Unvested at December 31, 2023 19,624,750 0.26 Granted 4,000,000 0.01 Vested (3,837,500 ) Forfeited (2,378,850 ) Unvested at December 31, 2024 17,408,400 0.27 Granted Vested Forfeited (85,000 ) Expired (11,813,400 ) Unvested at December 31, 2025 5,510,000 0.02 The fair value of each restricted share units granted with service conditions is estimated based on the fair market value of the underlying our ordinary shares on the date of grant.
The following table sets forth the components of our revenues by amounts and percentages of our total revenues for the periods presented: For the Year Ended December 31, 2022 2023 2024 RMB % RMB % RMB US$ % (in thousands, except for percentages) Revenues: Sale of merchandise, net 965,796 83.7 500,651 78.2 330,535 45,283 79.1 Marketplace revenue 170,561 14.8 130,188 20.3 79,466 10,887 19.0 Other revenues (1) 17,757 1.5 9,370 1.5 7,650 1,048 1.8 Total 1,154,114 100.0 640,209 100.0 417,651 57,218 100.0 Notes: (1) Starting from 2021, revenue from membership program is combined into other revenues and is no longer a separate revenue line.
The following table sets forth the components of our revenues by amounts and percentages of our total revenues for the periods presented: For the Year Ended December 31, 2023 2024 2025 RMB % RMB % RMB US$ % Revenues: (in thousands, except for percentages) Sale of merchandise, net 500,651 78.2 330,535 79.1 268,169 38,348 84.6 Marketplace revenue 130,188 20.3 79,466 19.0 46,553 6,657 14.7 Other revenues (1) 9,370 1.5 7,650 1.8 2,294 328 0.7 Total 640,209 100.0 417,651 100.0 317,016 45,333 100.0 Note: (1) Starting from 2021, revenue from membership program is combined into other revenues and is no longer a separate revenue line.
Fair Value Measurements As of December 31, 2023 and 2024, information about inputs into the fair value measurement of our assets and liabilities that are measured or disclosed at fair value on a recurring basis in periods subsequent to their initial recognition is as follows: Fair value measurement at reporting date using Fair value as of December 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) RMB RMB RMB RMB Description Assets: Short-term investments Debt securities for trading 7,195 – 7,195 – Long-term investments Equity securities with readily determinable fair value 37,650 37,650 – – Equity securities accounted for under measurement alternative 220,981 – 220,981 – Total assets 265,826 37,650 228,176 – Fair value measurement at reporting date using Fair value as of December 31, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) RMB RMB RMB RMB Description Assets: Long-term investments Equity securities with readily determinable fair value 46,576 46,576 – – Equity securities accounted for under alternative measurement 218,407 – 218,407 – Total assets 264,983 46,576 218,407 – 125 When available, we use quoted market prices to determine the fair value of an asset or liability.
As of December 31, 2023, 2024 and 2025, there were RMB3.5 million, RMB0.6 million and RMB0.2 million in total unrecognized compensation expense, related to unvested RSUs, which we expect to be recognized over a weighted average period of 1.17, 1.65 and 1.5 years, respectively. 124 Fair Value Measurements As of December 31, 2023, 2024 and 2025, information about inputs into the fair value measurement of our assets and liabilities that are measured or disclosed at fair value on a recurring basis in periods subsequent to their initial recognition is as follows: Fair value measurement at reporting date using Fair value as of December 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) RMB RMB RMB RMB Description Assets: Short-term investments Debt securities for trading 7,195 – 7,195 – Long-term investments Equity securities with readily determinable fair value 37,650 37,650 – – Equity securities accounted for under measurement alternative 220,981 – 220,981 – Total assets 265,826 37,650 228,176 – Fair value measurement at reporting date using Fair value as of December 31, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) RMB RMB RMB RMB Description Assets: Long-term investments Equity securities with readily determinable fair value 46,576 46,576 – – Equity securities accounted for under alternative measurement 218,407 – 218,407 – Total assets 264,983 46,576 218,407 – Fair value measurement at reporting date using Fair value as of December 31, 2025 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) RMB RMB RMB RMB Description Assets: Short-term investments Time deposits 43,294 - 43,294 - Wealth management products 40,480 40,480 - - Long-term investments Equity securities with readily determinable fair value 6,263 6,263 - - Equity securities accounted for under alternative measurement 209,114 - 209,114 - Total assets 299,151 46,743 252,408 - 125 When available, we use quoted market prices to determine the fair value of an asset or liability.
Other revenues decreased by 47.5% from RMB17.7 million in 2022 to RMB9.3 million in 2023. Operating cost and expenses Our total operating cost and expenses decreased by 41.3% from RMB1,254.3 million in 2022 to RMB735.8 million in 2023. This decrease was due to decreases in all of our operating cost and expenses line items. ● Cost of revenues .
Other revenues decreased by 17.2% from RMB9.3 million in 2023 to RMB7.7 million in 2024. 119 Operating cost and expenses Our total operating cost and expenses decreased by 23.8% from RMB735.8 million in 2023 to RMB560.5 million in 2024. This decrease was due to decreases in most of our operating cost and expenses line items. ● Cost of revenues .
In March 2025, we entered into secured loan facility agreements with three commercial banks in the PRC, pursuant to which we are entitled to borrow a secured bank loan of up to RMB96 million using our office as the collateral.
As of the date of this annual report, we entered into secured loan facility agreements with four commercial banks in the PRC, pursuant to which we are entitled to borrow a secured bank loan of up to RMB116 million using portions of our office and portions of short-term investments as the collateral.
Liquidity and Capital Resources The following table sets forth a summary of our cash flows for the periods presented: For the Year Ended December 31, 2022 2023 2024 RMB RMB RMB US$ (in thousands) Summary Consolidated Cash Flow Data: Net cash used in operating activities* (167,111 ) (170,862 ) (126,082 ) (17,274 ) Net cash generated from/ (used in) investing activities 92,565 294,035 (166,330 ) (22,786 ) Net cash used in financing activities (144,266 ) (42,733 ) (13,319 ) (1,825 ) Effect of exchange rate changes on cash and cash equivalents 45,823 7,528 3,852 528 Net (decrease)/increase in cash, cash equivalents and restricted cash (172,989 ) 87,968 (301,879 ) (41,357 ) Cash, cash equivalents and restricted cash at beginning of the year 629,732 456,743 544,711 74,625 Cash, cash equivalents and restricted cash at end of the year 456,743 544,711 242,832 33,268 * Certain prior period amounts have been reclassified to conform with the current period presentation.
Liquidity and Capital Resources The following table sets forth a summary of our cash flows for the periods presented: For the Year Ended December 31, 2023 2024 2025 RMB RMB RMB US$ (in thousands) Summary Consolidated Cash Flow Data: Net cash used in operating activities * (170,862 ) (126,082 ) (57,780 ) (8,262 ) Net cash generated from/ (used in) investing activities 294,035 (166,330 ) (88,230 ) (12,617 ) Net cash used in financing activities (42,733 ) (13,319 ) 38,696 5,533 Effect of exchange rate changes on cash and cash equivalents 7,528 3,852 (3,161 ) (452 ) Net (decrease)/increase in cash, cash equivalents and restricted cash 87,968 (301,879 ) (110,475 ) (15,798 ) Cash, cash equivalents and restricted cash at beginning of the year 456,743 544,711 242,832 34,725 Cash, cash equivalents and restricted cash at end of the year 544,711 242,832 132,357 18,927 * Certain prior period amounts have been reclassified to conform with the current period presentation.
As of December 31, 2024, we had RMB242.8 million (US$33.3 million) in cash, cash equivalents and restricted cash, of which approximately 24.3% were held in Renminbi , 71.5% in U.S. dollars, and the remainder in other currencies.
As of December 31, 2025, we had RMB132.4 million (US$18.9 million) in cash, cash equivalents and restricted cash, of which approximately 34.4% were held in Renminbi, 61.3% in U.S. dollars, and the remainder in other currencies.
PRC In accordance with PRC Enterprise Income Tax Law, foreign-invested enterprises and domestic companies are subject to enterprise income tax on their taxable income at a statutory rate of 25%, subject to preferential tax treatments available to qualified enterprises in certain encouraged sectors of the economy.
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 2016 and 2017. 115 PRC In accordance with PRC Enterprise Income Tax Law, foreign-invested enterprises and domestic companies are subject to enterprise income tax on their taxable income at a statutory rate of 25%, subject to preferential tax treatments available to qualified enterprises in certain encouraged sectors of the economy.
Income tax expense We recorded income tax expense of RMB2.0 million (US$0.3 million) in 2024, compared to income tax expense of RMB7.9 million in 2023, primarily due to the decrease in our income before income tax expense.
Income tax expense We recorded income tax expense of RMB2.0 million in 2024, compared to RMB7.9 million in 2023, primarily due to the decrease in our income before income tax expense. 120 Net loss As a result of the foregoing, we recorded net loss of RMB123.1 million in 2024, compared to RMB165.1 million in 2023.
We also extend loans to unrelated customers who factored their accounts receivable derived from their own business with recourse. We record factoring receivables, which is included in accounts receivable, when the cash is advanced to the customers. The interests are recognized over the term of loans, normally one year or less.
We record factoring receivables, which is included in accounts receivable, when the cash is advanced to its customers. The interests are recognized over the term of loans, normally one year or less. We also provide technical services, advertising services and membership services to customers.
The following table sets forth the components of our operating expenses by amounts and percentages of total revenues for the periods presented: For the Year Ended December 31, 2022 2023 2024 RMB % RMB % RMB US$ % (in thousands, except for percentages) Operating Cost and Expenses: Cost of revenues 651,578 56.5 332,774 52.0 211,311 28,949 50.6 Fulfillment 160,680 13.9 107,472 16.8 76,126 10,429 18.2 Sales and marketing 214,783 18.6 121,039 18.9 96,965 13,284 23.2 Technology and content 81,382 7.1 53,490 8.4 45,627 6,251 10.9 General and administrative 145,857 12.6 120,951 18.9 130,462 17,873 31.2 Total 1,254,280 108.7 735,726 114.9 560,491 76,786 134.2 Cost of revenues.
The following table sets forth the components of our operating expenses by amounts and percentages of total revenues for the periods presented: For the Year Ended December 31, 2023 2024 2025 RMB % RMB % RMB US$ % (in thousands, except for percentages) Operating Cost and Expenses: Cost of revenues 332,774 52.0 211,311 50.6 176,222 25,199 55.6 Fulfillment 107,472 16.8 76,126 18.2 33,910 4,849 10.7 Sales and marketing 121,039 18.9 96,965 23.2 102,715 14,688 32.4 Technology and content 53,490 8.4 45,627 10.9 28,288 4,045 8.9 General and administrative 120,951 18.9 130,462 31.2 126,875 18,143 40.0 Total 735,726 114.9 560,491 134.2 468,010 66,924 147.6 114 Cost of revenues .
Our total revenues were RMB1,154.1 million, RMB640.2 million and RMB417.7 million (US$57.2 million) in 2022, 2023 and 2024, respectively. We recorded net loss of RMB138.4 million in 2022, net loss of RMB165.1 million in 2023, and net loss of RMB123.1 million (US$16.9 million) in 2024.
Our total revenues were RMB640.2 million, RMB417.7 million and RMB317.0 million (US$45.3 million) in 2023, 2024 and 2025, respectively. We recorded net loss of RMB165.1 million in 2023, net loss of RMB123.1 million in 2024, and net loss of RMB133.3 million (US$19.1 million) in 2025.
In addition, we have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements.
In addition, we have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity.
The increase was primarily attributable to (i) an increase in severance pay as a result of staffing structure refinements, and (ii) an impairment of long-lived assets other than goodwill, partially offset by a decrease in an allowance for credit losses. 119 Loss from operations Our loss from operations was RMB136.3 million (US$18.7 million) in 2024, compared to our loss from operations RMB80.6 million in 2023 as a result of a decrease in revenues, partially offset by improvements in our operating efficiency and increased gross margin.
The increase was primarily attributable to (i) an increase in severance pay as a result of staffing structure refinements, and (ii) an impairment of long-lived assets other than goodwill, partially offset by a decrease in an allowance for credit losses.
We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us. 129 Other than as shown above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2024.
We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.
(2) Share-based compensation expenses were allocated as follows: For the Year Ended December 31, 2022 2023 2024 RMB RMB RMB US$ (In thousands) Sales and marketing 539 (417 ) 114 16 Technology and content 4,388 1,554 1,450 198 General and administrative 23,994 503 774 106 Fulfillment 1,229 (2,525 ) 92 13 Total 30,150 (885 ) 2,430 333 118 Year ended December 31, 2024 compared to year ended December 31, 2023 Revenues Our revenues decreased by 34.8% from RMB640.2 million in 2023 to RMB417.7 million (US$57.2 million) in 2024, primarily due to soft consumer confidence and our continued strategy to refine our product selection across all categories and optimize its selection of suppliers and merchants, which had a near-term impact on sales.
(2) Share-based compensation expenses were allocated as follows: For the Year Ended December 31, 2023 2024 2025 RMB RMB RMB US$ (In thousands, except for per share data) Sales and marketing (417 ) 114 12 2 Technology and content 1,554 1,450 116 17 General and administrative 503 774 163 23 Fulfillment (2,525 ) 92 (12 ) (2 ) Total (885 ) 2,430 279 40 Year ended December 31, 2025 compared to year ended December 31, 2024 117 Revenues Revenues Our revenues decreased by 24.1% from RMB417.7 million in 2024 to RMB317.0 million (US$45.3 million) in 2025, primarily due to soft consumer confidence and our continued strategy to refine our product selection across all categories and optimize our selection of suppliers and merchants, together with a deliberate scale-back of the marketplace business.
Our technology and content expenses decreased by 34.3% from RMB81.4 million, representing 7.1% of our total revenues, in 2022 to RMB53.5 million, representing 8.4% of our total revenues, in 2023, primarily due to (i) the reduction in personnel costs as a result of staffing structure refinements, and (ii) reduced server costs. ● General and administrative expenses .
Our technology and content expenses decreased by 38.0% from RMB45.6 million, representing 10.9% of our total revenues, in 2024 to RMB28.3 million (US$4.0 million), representing 8.9% of our total revenues, in 2025, primarily due to the reduction in personnel costs as a result of staffing structure refinements. ● General and administrative expenses .
For the Year Ended December 31, 2022 2023 2024 RMB RMB RMB US$ (In thousands, except for per share data) Consolidated Statements of Operations Data: Revenues: Sale of merchandise, net 965,796 500,651 330,535 45,283 Marketplace revenue 170,561 130,188 79,466 10,887 Other revenues (1) 17,757 9,370 7,650 1,048 Total revenues 1,154,114 640,209 417,651 57,218 Operating cost and expenses (2) : Cost of revenues (651,578 ) (332,774 ) (211,311 ) (28,949 ) Fulfillment (160,680 ) (107,472 ) (76,126 ) (10,429 ) Sales and marketing (214,783 ) (121,039 ) (96,965 ) (13,284 ) Technology and content (81,382 ) (53,490 ) (45,627 ) (6,251 ) General and administrative (145,857 ) (120,951 ) (130,462 ) (17,873 ) Total operating cost and expenses (1,254,280 ) (735,726 ) (560,491 ) (76,786 ) Other Operating Income (3) 21,599 14,898 6,544 896 Loss from operations (78,567 ) (80,619 ) (136,296 ) (18,672 ) Financial (expense)/income, net (14,356 ) (60,226 ) 17,333 2,375 Foreign exchange (loss)/income, net (15,697 ) (6,743 ) 2,127 291 Other non-operating income/(loss), net 2,072 (2,405 ) 785 108 Loss before income tax expense, and equity in income of affiliates, net of tax (106,548 ) (149,993 ) (116,051 ) (15,898 ) Income tax expense (24,791 ) (7,851 ) (2,009 ) (275 ) Equity in loss of affiliates, net of tax (7,051 ) (7,276 ) (5,061 ) (693 ) Net loss (138,390 ) (165,120 ) (123,121 ) (16,866 ) Notes: (1) Starting from 2021, revenue from membership program is combined into other revenues and is no longer a separate revenue line.
For the Year Ended December 31, 2023 2024 2025 RMB RMB RMB US$ (In thousands, except for per share data) Consolidated Statements of Operations Data: Revenues: Sale of merchandise, net 500,651 330,535 268,169 38,348 Marketplace revenue 130,188 79,466 46,553 6,657 Other revenues (1) 9,370 7,650 2,294 328 Total revenues 640,209 417,651 317,016 45,333 Operating cost and expenses (2) : Cost of revenues (332,774 ) (211,311 ) (176,222 ) (25,199 ) Fulfillment (107,472 ) (76,126 ) (33,910 ) (4,849 ) Sales and marketing (121,039 ) (96,965 ) (102,715 ) (14,688 ) Technology and content (53,490 ) (45,627 ) (28,288 ) (4,045 ) General and administrative (120,951 ) (130,462 ) (126,875 ) (18,143 ) Total operating cost and expenses (735,726 ) (560,491 ) (468,010 ) (66,924 ) Other Operating Income (3) 14,898 6,544 7,574 1,083 Loss from operations (80,619 ) (136,296 ) (143,420 ) (20,508 ) Financial (expense)/income, net (60,226 ) 17,333 9,367 1,339 Foreign exchange (loss)/income, net (6,743 ) 2,127 1,601 229 Other non-operating income/(loss), net (2,405 ) 785 (3,979 ) (569 ) Loss before income tax expense, and equity in income of affiliates, net of tax (149,993 ) (116,051 ) (136,431 ) (19,509 ) Income tax expense (7,851 ) (2,009 ) (462 ) (66 ) Equity in loss of affiliates, net of tax (7,276 ) (5,061 ) 3,608 516 Net loss (165,120 ) (123,121 ) (133,285 ) (19,059 ) Notes: (1) Starting from 2021, revenue from membership program is combined into other revenues and is no longer a separate revenue line.
Our cost of revenues decreased by 48.9% from RMB651.6 million, representing 56.5% of our total revenues, in 2022 to RMB332.8 million, representing 52.0% of our total revenues, in 2023, which was mainly attributable to the change in merchandise sales, for which revenues and cost of revenues are recognized on a gross basis. ● Fulfillment expenses .
Our cost of revenues decreased by 16.6% from RMB211.3 million, representing 50.6% of our total revenues, in 2024 to RMB176.2 million (US$25.2 million), representing 55.6% of our total revenues, in 2025, which was mainly attributable to the change in merchandise sales, for which revenues and cost of revenues are recognized on a gross basis.
The decrease in incentive payables to members was primarily due to the derecognition of long-aged payables to inactive members. The decrease in accounts payable was primarily due to the decrease in merchandise sales. Net cash used in operating activities in 2022 was RMB167.1 million, as compared to net loss of RMB138.4 million in the same period.
The decrease in incentive payables to members was primarily due to the derecognition of long-aged payables to inactive members. The decrease in accounts payable was primarily due to the decrease in merchandise sales.
We launched our marketplace business in the first quarter of 2019 whereby third-party merchants can sell products on our platform and pay us commissions on their sales. We offer a wide range of products and services and aim to provide one-stop shopping to maximize our wallet share. Our mix of products and services also affects our gross margin.
We offer a wide range of products and services and aim to provide one-stop shopping to maximize our wallet share. Our mix of products and services also affects our gross margin. Revenues generated under the marketplace business were recognized on a net basis, while revenues generated under our merchandise sales business were recognized on a gross basis.
This decrease was due to decreases in most of our operating cost and expenses line items. ● Cost of revenues .
Operating cost and expenses Our total operating cost and expenses decreased by 16.5% from RMB560.5 million in 2024 to RMB468.0 million (US$66.9 million) in 2025. This decrease was due to decreases in most of our operating cost and expenses line items. ● Cost of revenues .
Our general and administrative expenses decreased by 17.1% from RMB145.9 million, representing 12.6% of our total revenues, in 2022 to RMB121.0 million, representing 18.9% of our total revenues, in 2023.
Our general and administrative expenses decreased by 2.7% from RMB130.5 million, representing 31.2% of our total revenues, in 2024 to RMB126.9 million (US$18.1 million), representing 40.0% of our total revenues, in 2025.
Our ability to conduct sales and marketing efficiently We leverage our members’ social networking activities to conduct sales and marketing efficiently. We provide incentives to members for promoting our products and inviting new members through their social networks, and the referral incentives are recorded as reduction of our revenues.
We provide incentives to members for promoting our products and inviting new members through their social networks, and the referral incentives are recorded as reduction of our revenues. We outsource some member services to third-party service companies, which select, hire and train service managers to provide the services. Most of the service managers are members.
In 2024, we acquired the land use right of the Hangzhou Land Parcel in cash for an aggregate consideration of approximately RMB176.6 million (US$24.2 million). Contractual Obligations Our operating lease obligations relate to our leases of offices and operation space. The following table sets forth our operating lease obligations as of December 31, 2024.
Contractual Obligations Our operating lease obligations relate to our leases of offices and operation space. The following table sets forth our operating lease obligations as of December 31, 2025.
Revenues generated under the marketplace business were recognized on a net basis, while revenues generated under our merchandise sales business were recognized on a gross basis. The split between our merchandise sales business and our marketplace business thus has a major influence on our revenue and our gross margins.
The split between our merchandise sales business and our marketplace business thus has a major influence on our revenue and our gross margins. Our ability to conduct sales and marketing efficiently We leverage our members’ social networking activities to conduct sales and marketing efficiently.
Holding Company Structure Yunji Inc. is a holding company with no material operations of its own. We conduct our operations primarily through our PRC subsidiaries, the VIE and its subsidiaries in China. As a result, our ability to pay dividends depends upon dividends paid by our PRC subsidiaries.
Other than as shown above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2025. 129 Holding Company Structure Yunji Inc. is a holding company with no material operations of its own. We conduct our operations primarily through our PRC subsidiaries, the VIE and its subsidiaries in China.

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Item 6. [Reserved]

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

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In certain limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached. Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs.
In certain limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached. 135 Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs.
The audit committee is responsible for, among other things: ● appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; ● reviewing with the independent auditors any audit problems or difficulties and management’s response; ● discussing the annual audited financial statements with management and the independent auditors; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; ● reviewing and approving all proposed related party transactions; ● meeting separately and periodically with management and the independent auditors; and ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. 135 Compensation Committee.
The audit committee is responsible for, among other things: ● appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; ● reviewing with the independent auditors any audit problems or difficulties and management’s response; ● discussing the annual audited financial statements with management and the independent auditors; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; ● reviewing and approving all proposed related party transactions; ● meeting separately and periodically with management and the independent auditors; and ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. 134 Compensation Committee.
We may grant awards to our directors, employees, consultants and members. Vesting Schedule. In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement. Exercise of Options. The plan administrator determines the exercise price for each award, which is stated in the relevant award agreement.
We may grant awards to our directors, employees, consultants and members. Vesting Schedule. In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement. 133 Exercise of Options. The plan administrator determines the exercise price for each award, which is stated in the relevant award agreement.
Information regarding beneficial ownership is reported as of December 31, 2024, based on the information contained in the Schedule 13G/A filed by TB Alternative Assets Ltd with the SEC on February 7, 2025.
Information regarding beneficial ownership is reported as of December 31, 2025, based on the information contained in the Schedule 13G/A filed by TB Alternative Assets Ltd with the SEC on February 7, 2025.
It will be, however, difficult for U.S. shareholders to originate actions against us in mainland China in accordance with PRC laws because we are incorporated under the laws of the Cayman Islands and it will be difficult for U.S. shareholders, by virtue only of holding the ADSs or ordinary shares, to establish a connection to mainland China for a court of mainland China to have jurisdiction as required under the PRC Civil Procedures Law.
It will be, however, difficult for U.S. shareholders to originate actions against us in mainland China in accordance with PRC laws because we are incorporated under the laws of the Cayman Islands and it will be difficult for U.S. shareholders, by virtue only of holding the ADSs or ordinary shares, to establish a connection to mainland China for a court of mainland China to have jurisdiction as required under the PRC Civil Procedures Law. 137 D.
(7) 215,800,000 — 215,800,000 11.0 2.1 Fasturn Overseas Limited (8) 146,202,400 — 146,202,400 7.4 1.4 Acceleration S Limited (9) 110,803,324 — 110,803,324 5.6 1.1 Trustbridge Partners IV, LP (10) 107,250,000 — 107,250,000 5.4 1.0 * Less than 1% of our total outstanding shares. ** Except as indicated otherwise below, the business address of our directors and executive officers is 15/F, South Building, Hipark Phase 2, Xiaoshan District, Hangzhou 310000, Zhejiang Province, People’s Republic of China. *** For each person or group included in this column, percentage of total voting power represents voting power based on both Class A and Class B ordinary shares held by such person or group with respect to all outstanding shares of our Class A and Class B ordinary shares as a single class.
(7) 215,800,000 — 215,800,000 11.0 2.1 Fasturn Overseas Limited (8) 146,202,400 — 146,202,400 7.4 1.4 Acceleration S Limited (9) 110,803,324 — 110,803,324 5.6 1.1 Trustbridge Partners IV, LP (10) 107,250,000 — 107,250,000 5.4 1.0 * Except as indicated otherwise below, the business address of our directors and executive officers is 18/F, South Building, Hipark Phase 2, Xiaoshan District, Hangzhou 310000, Zhejiang Province, People’s Republic of China. ** For each person or group included in this column, percentage of total voting power represents voting power based on both Class A and Class B ordinary shares held by such person or group with respect to all outstanding shares of our Class A and Class B ordinary shares as a single class.
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 5 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 1 4 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 Enforceability of Civil Liabilities Our business operations are primarily conducted in mainland China, and substantially all of our assets are located in mainland China.
Board Diversity Matrix Board Diversity Matrix (As of February 28, 2026) Country of Principal Executive Offices PRC Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total Number of Directors 5 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 1 4 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 136 Enforceability of Civil Liabilities Our business operations are primarily conducted in mainland China, and substantially all of our assets are located in mainland China.
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 current directors and executive officers; and ● each person known to us to own beneficially more than 5% of our total outstanding shares.
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, 2026 by: ● each of our current directors and executive officers; and ● each person known to us to own beneficially more than 5% of our total outstanding shares.
Most of the service managers are our members. Service managers enter into contracts with third-party service companies and are not our employees. As of December 31, 2024, our members were served by more than 117 thousand service managers. We currently work with two third-party service companies and enter into agreements with them on an annual basis.
Most of the service managers are our members. Service managers enter into contracts with third-party service companies and are not our employees. As of December 31, 2025, our members were served by more than 117 thousand service managers. We currently work with two third-party service companies and enter into agreements with them on an annual basis.
We may also terminate an executive officer’s employment without cause upon 60-day advance written notice. In such case of termination by us, we will provide severance payments to the executive officer as may be agreed between the executive officer and us. The executive officer may resign at any time with a 60-day advance written notice.
We may also terminate an executive officer’s employment without cause upon 60-day advance written notice. In such case of termination by us, we will provide severance payments to the executive officer as may be agreed between the executive officer and us.
A director is not required to hold any shares in our company by way of qualification. A director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with our company is required to declare the nature of his interest at a meeting of our directors.
A director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with our company is required to declare the nature of his interest at a meeting of our directors.
The functions and powers of our board of directors include, among others: ● convening shareholders’ annual and extraordinary general meetings and reporting its work to shareholders at such meetings; ● declaring dividends and distributions; ● appointing officers and determining the term of office of the officers; ● exercising the borrowing powers of our company and mortgaging the property of our company; and ● approving the transfer of shares in our company, including the registration of such shares in our share register. 136 Terms of Directors and Officers Our directors may be elected by an ordinary resolution of our shareholders.
The functions and powers of our board of directors include, among others: ● convening shareholders’ annual and extraordinary general meetings and reporting its work to shareholders at such meetings; ● declaring dividends and distributions; ● appointing officers and determining the term of office of the officers; ● exercising the borrowing powers of our company and mortgaging the property of our company; and ● approving the transfer of shares in our company, including the registration of such shares in our share register.
Each executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information or trade secrets, any confidential information or trade secrets of our clients or prospective clients, or the confidential or proprietary information of any third party received by us and for which we have confidential obligations.
The executive officer may resign at any time with a 60-day advance written notice. 132 Each executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information or trade secrets, any confidential information or trade secrets of our clients or prospective clients, or the confidential or proprietary information of any third party received by us and for which we have confidential obligations.
The calculations in the table below are based on 1,970,216,032 ordinary shares as of February 28, 2025, including (i) 1,020,256,032 Class A ordinary shares (excluding the company’s repurchase of 188,575,190 Class A ordinary shares in the form of ADSs held as treasury shares and reserved for future issuance upon the exercising or vesting of awards granted under our share incentive plans); and (ii) 949,960,000 Class B ordinary shares.
The calculations in the table below are based on 1,970,216,032 ordinary shares as of February 28, 2026, including (i) 1,020,256,032 Class A ordinary shares (excluding the company’s repurchase of 188,575,190 Class A ordinary shares in the form of ADSs held as treasury shares and reserved for future issuance upon the exercising or vesting of awards granted under our share incentive plans); and (ii) 949,960,000 Class B ordinary shares. 138 Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
Chen served as a vice president of Shenzhen Jinxin Industrial Group from 2012 to 2015. He served as a partner at Guangdong Ruiting Law Firm from 2010 to 2012, accumulating rich capital market experience. Prior to that, he worked at Guangdong Jundao Law Firm from 2007 to 2010. Mr. Chen is a certified public accountant and a certified tax agent.
He served as a partner at Guangdong Ruiting Law Firm from 2010 to 2012, accumulating rich capital market experience. Prior to that, he worked at Guangdong Jundao Law Firm from 2007 to 2010. Mr. Chen is a certified public accountant and a certified tax agent.
Chen is a member of China Institute of Certified Public Accountants (CICPA). Mr. Chen received his bachelor’s degree from Shanghai Jiaotong University. Mr. Yeqing Cui has served as our senior financial director since August 2023. Mr.
Chen is a member of China Institute of Certified Public Accountants (CICPA). Mr. Chen received his bachelor’s degree from Shanghai Jiaotong University. Ms. Nan Song has served as our senior financial director since July 2025. Ms.
D. Employees As of December 31, 2024, we had a total of 363 employees. We had a total of 493 employees and 425 employees as of December 31, 2022 and 2023, respectively.
Employees As of December 31, 2025, we had a total of 203 employees. We had a total of 363 employees and 493 employees as of December 31, 2023 and 2024, respectively.
The following table gives breakdowns of our employees as of December 31, 2024 by function: Function As of December 31, 2024 Procurement 150 Operations, including customer service 47 Technology 59 Sales and Marketing 45 General and Administrative 62 Total 363 138 We outsource provision of member services to third-party service companies and they select, hire, train and compensate service managers at our request.
The following table gives breakdowns of our employees as of December 31, 2025 by function: Function As of December 31, 2025 Procurement 31 Operations, including customer service 23 Technology 37 Sales and Marketing 66 General and Administrative 46 Total 203 We outsource provision of member services to third-party service companies and they select, hire, train and compensate service managers at our request.
The registered address of Trustbridge Partners IV, LP is c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands.
The registered address of Trustbridge Partners IV, LP is c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands. The business address of TB Alternative Assets Ltd is c/o Maples Corporate Services Limited, Ugland House, Grand Cayman, Cayman Islands, KY1-1104.
We have been informed by Maples and Calder (Hong Kong) LLP, our Cayman Islands legal counsel, that the United States and the Cayman Islands do not have a treaty providing for reciprocal recognition and enforcement of judgments of U.S. courts in civil and commercial matters and the courts of the Cayman Islands and that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers, predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) entertain original actions brought in the Cayman Islands against us or our directors or officers, predicated upon the securities laws of the United States or any state in the United States. 137 We have also been advised by our Cayman Islands legal counsel that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States, the courts of the Cayman Islands will, at common law, recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without any re-examination of the merits of the underlying dispute based on the principal that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the liquidated sum for which such judgment has been given, provided such judgment (i) is given by a foreign court of competent jurisdiction, (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (iii) is final and conclusive, (iv) is not in respect of taxes, a fine or a penalty, and (v) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.
We have also been advised by our Cayman Islands legal counsel that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States, the courts of the Cayman Islands will, at common law, recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without any re-examination of the merits of the underlying dispute based on the principal that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the liquidated sum for which such judgment has been given, provided such judgment (i) is given by a foreign court of competent jurisdiction, (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (iii) is final and conclusive, (iv) is not in respect of taxes, a fine or a penalty, and (v) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.
Directors and Executive Officers Age Position/Title Shanglue Xiao 46 Chairman of the Board of Directors and Chief Executive Officer Dan Li 43 Director Li-Lan Cheng 60 Independent Director Xuefeng Chen 45 Independent Director Chen Chen 44 Independent Director Yeqing Cui 33 Senior Financial Director 131 Mr.
Directors and Executive Officers Age Position/Title Shanglue Xiao 47 Chairman of the Board of Directors and Chief Executive Officer Dan Li 44 Director Li-Lan Cheng 61 Independent Director Xuefeng Chen 46 Independent Director Chen Chen 45 Independent Director Nan Song 34 Senior Financial Director Mr.
Mr. Xuefeng Chen has served as our director since September 2023. Mr. Chen joined Shenzhen Tiantu Capital Co., Ltd., or Tiantu, in 2015 and currently serves as its Managing Director and Head of Investment and Financing Management Department. He is responsible for fund management and post-investment project management. Prior to joining Tiantu, Mr.
Chen joined Shenzhen Tiantu Capital Co., Ltd., or Tiantu, in 2015 and currently serves as its Managing Director and Head of Investment and Financing Management Department. He is responsible for fund management and post-investment project management. Prior to joining Tiantu, Mr. Chen served as a vice president of Shenzhen Jinxin Industrial Group from 2012 to 2015.
However, without the prior written consent of the participant, no such action may adversely affect in any material way any award previously granted pursuant to the 2019 Plan. The following table summarizes, as of February 28, 2025, the number of ordinary shares underlying outstanding options and restricted share units that we granted to our current directors and executive officers.
However, without the prior written consent of the participant, no such action may adversely affect in any material way any award previously granted pursuant to the 2019 Plan. As of February 28, 2026, there were no outstanding options or restricted share units granted by us to our current directors and executive officers.
The plan administrator will determine the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each grant. Award Agreement.
Our board of directors or a committee appointed by the board of directors will administer the 2019 Plan. The plan administrator will determine the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each grant. Award Agreement.
Cui received his bachelor’s degree in economics from Shanghai University of International Business and Economics in 2013. 132 B. Compensation of Directors and Executive Officers For the fiscal year ended December 31, 2024, we paid an aggregate of RMB2.07 million (US$0.29 million) in cash to our executive officers, and we did not pay any compensation to our non-executive directors.
Song received her bachelor’s degree in Accounting from Zhejiang University of Finance & Economics in 2016. B. Compensation of Directors and Executive Officers For the fiscal year ended December 31, 2025, we paid an aggregate of RMB2.2 million (US$0.3 million) in cash to our executive officers, and we did not pay any compensation to our non-executive directors.
Box 438, Road Town, Tortola, British Virgin Islands. (9) Represents 110,803,324 Class A ordinary shares held by Acceleration S Limited, a BVI business company. Acceleration S Limited is ultimately controlled by Mr. Shangzhi Wu. The registered address of Acceleration S Limited is Maples Corporate Services (BVI) Limited, Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.
Fasturn Overseas Limited is wholly owned by Mr. Yuan Chen. The registered address of Fasturn Overseas Limited is Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands. (9) Represents 110,803,324 Class A ordinary shares held by Acceleration S Limited, a BVI business company. Acceleration S Limited is ultimately controlled by Mr. Shangzhi Wu.
These shares, however, are not included in the computation of the percentage ownership of any other person. 139 Ordinary Shares Beneficially Owned Class A Ordinary Shares Class B Ordinary Shares Total Ordinary Shares % of Total Ordinary Shares % of Aggregate Voting Power *** Directors and Executive Officers**: Shanglue Xiao (1) 15,000,000 949,960,000 964,960,000 48.6 90.3 Dan Li (2) — — — — — Li-Lan Cheng (3) * — * * * Chen Chen (4) — — — — — Xuefeng Chen (5) — — — — — Yeqing Cui * — * * * All Directors and Executive Officers as a Group 15,444,800 949,960,000 965,404,800 48.6 90.3 Principal Shareholders: Lanlan Ltd.
Ordinary Shares Beneficially Owned Class A Ordinary Shares Class B Ordinary Shares Total Ordinary Shares % of Total Ordinary Shares % of Aggregate Voting Power * Directors and Executive Officers*: Shanglue Xiao (1) 15,000,000 949,960,000 964,960,000 49.0 90.4 Dan Li (2) — — — — — Li-Lan Cheng (3) — — — — — Chen Chen (4) — — — — — Xuefeng Chen (5) — — — — — Nan Song — — — — — All Directors and Executive Officers as a Group 15,000,000 949,960,000 964,960,000 49.0 90.4 Principal Shareholders: Lanlan Ltd.
The business address of TB Alternative Assets Ltd is c/o Maples Corporate Services Limited, Ugland House, Grand Cayman, Cayman Islands, KY1-1104. 140 To our knowledge, as of February 28, 2025, 731,057,880 of our ordinary shares were held by one record holder in the United States, which was Deutsche Bank Trust Company Americas, the depositary of our ADS program.
To our knowledge, as of February 28, 2026, 731,057,880 of our ordinary shares were held by one record holder in the United States, which was Deutsche Bank Trust Company Americas, the depositary of our ADS program.
Ltd. and has the sole voting power and investment power over the shares held by Corus Investments Pte. Ltd. Crescent Capital Investments Ltd. is ultimately controlled by Ares Management Corporation (NYSE: ARES). The registered address of Corus Investments Pte. Ltd. and Crescent Capital Investments Ltd. is One Nexus Way, Camana Bay, KY1-9005 Grand Cayman, Cayman Islands.
Ltd., Crescent Capital Investments Ltd. and Ares Management Corporation on August 12, 2024. Crescent Capital Investments Ltd. owns 1 ordinary share of Corus Investments Pte. Ltd. and has the sole voting power and investment power over the shares held by Corus Investments Pte. Ltd. Crescent Capital Investments Ltd. is ultimately controlled by Ares Management Corporation (NYSE: ARES).
(6) Represents 949,960,000 Class B ordinary shares held by Lanlan Ltd., a BVI business company. Lanlan Ltd. is wholly owned by Mr. Shanglue Xiao. The registered address of Lanlan Ltd. is Maples Corporate Services (BVI) Limited of Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.
(6) Represents 949,960,000 Class B ordinary shares held by Lanlan Ltd., a BVI business company. Lanlan Ltd. is wholly owned by Mr. Shanglue Xiao.
Cheng has served as the chief operating officer of E-House (China) Holdings Limited, a real estate services company in China, since April 2012. He was E-House’s chief financial officer from November 2006 to April 2012. Prior to joining E-House, Mr.
Cheng served as the chief operating officer of E-House affiliate E-House (China) Holdings Limited (formerly NYSE: EJ) from 2012 to 2018 and its chief financial officer from 2006 to 2012. Prior to joining E-House, he served as the chief financial officer of SouFun Holdings Limited, an online real estate service company in China, from 2005 to 2006.
Li-Lan Cheng has served as our director since May 2019. Mr. Cheng has served as the acting chief financial officer of Leju Holdings Limited (NYSE: LEJU) since June 2017. Mr. Cheng also served as Leju’s executive director from March 2014 to March 2017. Mr.
Li-Lan Cheng has served as our director since May 2019. Mr. Cheng is currently an executive director and chief financial officer of E-House (China) Enterprise Holdings Limited (HKEX stock code: 2048) (“E-House”). He served as the acting chief financial officer of Leju Holdings Limited (NYSE: LEJU) from 2017 to 2023, and was its executive director from 2014 to 2017. Dr.
Cheng served as the chief financial officer of SouFun Holdings Limited, a real estate internet company in China, from 2005 to 2006. From 2002 to 2004, Mr. Cheng served as an executive director and the chief financial officer of SOHO China Limited, a real estate developer in Beijing. Mr.
From 2002 to 2004, Dr. Cheng served as an executive director and the chief financial officer of SOHO China Limited, a real estate developer in Beijing. Dr. Cheng was an assistant director and the head of the Asian transportation sector investment banking group of ABN AMRO Asia from 1997 to 2002. From 1995 to 1997, Dr.
As of February 28, 2025, options to purchase a total of 11,090,490 Class A ordinary shares and 17,326,000 restricted share units were outstanding under the 2019 Plan. 133 The following paragraphs summarize the principal terms of the 2019 Plan. Type of Awards.
As of February 28, 2026, 5,000,000 restricted share units were outstanding under the 2019 Plan. The following paragraphs summarize the principal terms of the 2019 Plan. Type of Awards. The 2019 Plan permits the awards of options, restricted share units, restricted shares, share appreciation rights, dividend equivalents and share payments. Plan Administration.
(1) Represents (i) 949,960,000 Class B ordinary shares held by Lanlan Ltd., a BVI business company and (ii) 15,000,000 Class A ordinary shares issuable to Mr. Shanglue Xiao upon vesting of restricted share units within 60 days after February 28, 2025. Lanlan Ltd. is wholly owned by Mr. Shanglue Xiao.
(1) Represents (i) 949,960,000 Class B ordinary shares held by Lanlan Ltd., a BVI business company and (ii) 15,000,000 Class A ordinary shares held by Fortune Sharing Limited as trustee of an employee shareholding trust, for the benefit of employees including Mr. Shanglue Xiao. Lanlan Ltd. is wholly owned by Mr. Shanglue Xiao.
Information regarding beneficial ownership is reported as of December 31, 2024, based on the information contained in the Schedule 13G/A filed by Fasturn Overseas Limited with the SEC on February 7, 2025. Fasturn Overseas Limited is wholly owned by Mr. Yuan Chen. The registered address of Fasturn Overseas Limited is Palm Grove House, P.O.
(8) Represents 146,202,400 Class A ordinary shares, including in the form of ADSs, held by Fasturn Overseas Limited, a BVI business company. Information regarding beneficial ownership is reported as of December 31, 2025, based on the information contained in the Schedule 13G/A filed by Fasturn Overseas Limited with the SEC on February 7, 2025.
(1) Represents restricted share units. 134 As of February 28, 2025, our employees, other than our directors and executive officers held options to purchase 74,000 Class A ordinary shares, with exercise prices ranging from US$0.1 per share to US$0.5 per share and 11,360,450 restricted share units. C. Board Practices Our board of directors consists of five directors.
As of February 28, 2026, our employees, other than our directors and executive officers held 5,000,000 restricted share units. C. Board Practices Our board of directors consists of five directors. A director is not required to hold any shares in our company by way of qualification.
(7) Represents 215,800,000 Class A ordinary shares, including in the form of ADSs, held by Corus Investments Pte. Ltd., as reported in a Schedule 13G jointly filed by Corus Investments Pte. Ltd., Crescent Capital Investments Ltd. and Ares Management Corporation on August 12, 2024. Crescent Capital Investments Ltd. owns 1 ordinary share of Corus Investments Pte.
The registered address of Lanlan Ltd. is Maples Corporate Services (BVI) Limited of Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands. 139 (7) Represents 215,800,000 Class A ordinary shares, including in the form of ADSs, held by Corus Investments Pte. Ltd., as reported in a Schedule 13G jointly filed by Corus Investments Pte.
Cui has extensive finance experience and has held various roles in the Company since joining Yunji in May 2018, including Audit Manager, Senior Finance Manager, Financial Director and Senior Finance Director. Prior to joining the Company, he worked at Deloitte Touche Tohmatsu Certified Public Accountants LLP for five years from October 2013 to January 2018. Mr.
Song has extensive finance experience and has held various roles in the Company since joining Yunji in August 2015, including General Ledger Accountant, Finance Manager, Head of the Financial Analysis Department, and Senior Finance Director. Prior to joining the Company, she worked at Zhejiang Xiaoye Network Technology Co., Ltd for two years from 2013 to 2015. Ms.
(NYSE: LAIX), an artificial intelligence company for English language training, and an executive director of E-House (China) Enterprise Holdings Limited (2048.HK), a real estate transaction service provider in China. Mr. Cheng received a bachelor’s degree in Economics from Swarthmore College and a Ph.D. degree in Economics from the Massachusetts Institute of Technology. Mr. Cheng is a chartered financial analyst (CFA).
(formerly NYSE: CCSC), and Le GAGA Holdings Limited (formerly NASDAQ: GAGA). Dr. Cheng received a bachelor’s degree in Economics from Swarthmore College and a Ph.D. degree in Economics from the Massachusetts Institute of Technology. Dr. Cheng is a chartered financial analyst (CFA). 131 Mr. Xuefeng Chen has served as our director since September 2023. Mr.
(10) Represents (i) 94,350,000 Class A ordinary shares and (ii) 32,250 ADSs, representing 12,900,000 Class A ordinary shares, held by Trustbridge Partners IV, LP a Cayman Islands limited partnership.
The registered address of Acceleration S Limited is Maples Corporate Services (BVI) Limited, Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands. (10) Represents 107,250,000 Class A ordinary shares, including in the form of ADSs, held by Trustbridge Partners IV, LP a Cayman Islands limited partnership.
Removed
Cheng was an assistant director and the head of the Asian transportation sector investment banking group of ABN AMRO Asia from 1997 to 2002. Mr. Cheng currently serves as an independent director of 51job, Inc. (NASDAQ: JOBS), a human resource service provider, an independent director of LAIX Inc.
Added
Cheng was a senior analyst at the National Economic Research Associates, Inc., an economic and financial consulting firm in New York. From 1989 to 1991, he was an investment trainee and analyst at the Prudential Investment Corporation, the institutional investment subsidiary of the Prudential Insurance Company of America based in Newark, NJ. Dr.
Removed
The 2019 Plan permits the awards of options, restricted share units, restricted shares, share appreciation rights, dividend equivalents and share payments. Plan Administration. Our board of directors or a committee appointed by the board of directors will administer the 2019 Plan.
Added
Cheng is an independent director of Zhihu Inc. (NYSE: ZH) (HKEX stock code: 2390), a leading online content community in China. He also served as an independent director and on the audit committee of 51job, Inc. (formerly NASDAQ: JOBS), LAIX Inc. (formerly NYSE: LAIX), Country Style Cooking Restaurant Chain Co., Ltd.
Removed
Name Ordinary Shares Underlying Options and Restricted Share Units Exercise Price (US$/Share) Date of Grant Date of Expiration Li-Lan Cheng * 0.1 May 3, 2019 May 2, 2025 Yeqing Cui * (1) N/A January 31, 2019 January 30, 2025 * (1) N/A January 1, 2020 December 31, 2025 * (1) N/A February 1, 2021 January 31, 2027 All directors and executive officers as a group 444,800 Note: * All awards granted to such director or officer were less than 1% of our total ordinary shares on an as-converted basis outstanding as of the date of this annual report.
Added
Terms of Directors and Officers Our directors may be elected by an ordinary resolution of our shareholders.
Removed
Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
Added
We have been informed by Maples and Calder (Hong Kong) LLP, our Cayman Islands legal counsel, that the United States and the Cayman Islands do not have a treaty providing for reciprocal recognition and enforcement of judgments of U.S. courts in civil and commercial matters and the courts of the Cayman Islands and that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers, predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) entertain original actions brought in the Cayman Islands against us or our directors or officers, predicated upon the securities laws of the United States or any state in the United States.
Removed
The registered address of Ares Management Corporation is 2000 Ave of the Stars, 12th Floor, Los Angeles, CA, 90067. (8) Represents (i) 126,820,000 Class A ordinary shares and (ii) 48,456 ADSs, representing 14,845,600,400 Class A ordinary shares, held by Fasturn Overseas Limited, a BVI business company.
Added
These shares, however, are not included in the computation of the percentage ownership of any other person.
Added
The registered address of Corus Investments Pte. Ltd. and Crescent Capital Investments Ltd. is One Nexus Way, Camana Bay, KY1-9005 Grand Cayman, Cayman Islands. The registered address of Ares Management Corporation is 2000 Ave of the Stars, 12th Floor, Los Angeles, CA, 90067.

Item 7. Management's Discussion & Analysis

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

16 edited+1 added−6 removed1 unchanged
Directors, Senior Management and Employees—B. Compensation of Directors and Executive Officers—Employment Agreements and Indemnification Agreements.” Share Incentive Plan See “Item 6. Directors, Senior Management and Employees—B. Compensation of Directors and Executive Officers—2019 Share Incentive Plan.” Transactions with Our Founder’s Related Entity Transactions with Small Ye Group, or Small Ye. Small Ye is under control of Mr.
Directors, Senior Management and Employees—B. Compensation of Directors and Executive Officers—Employment Agreements and Indemnification Agreements.” 140 Share Incentive Plan See “Item 6. Directors, Senior Management and Employees—B. Compensation of Directors and Executive Officers—2019 Share Incentive Plan.” Transactions with Our Founder’s Related Entity Transactions with Small Ye Group, or Small Ye. Small Ye is under control of Mr.
Shanglue Xiao, our chairman and chief executive officer. In 2022, 2023 and 2024, we didn’t purchase any products from Small Ye. As of December 31, 2022, 2023 and 2024, we had RMB0.7 million, RMB0.7 million and RMB0.6 million, respectively, due to Small Ye, representing the payments due to Small Ye for products purchased from Small Ye.
Shanglue Xiao, our chairman and chief executive officer. In 2023, 2024 and 2025, we didn’t purchase any products from Small Ye. As of December 31, 2023, 2024 and 2025, we had RMB0.7 million, RMB0.6 million and RMB0.6 million, respectively, due to Small Ye, representing the payments due to Small Ye for products purchased from Small Ye.
Transaction with Zhejiang Jimi E-commerce Co., Ltd, or Zhejiang Jimi. Zhejiang Jimi is our equity investee and our supplier. As of December 31, 2022, 2023 and 2024, we had RMB0.1 million, RMB1.1 million and RMB0.5 million, respectively, due from Zhejiang Jimi, representing the advance payments due from Zhejiang Jimi for products purchased from Zhejiang Jimi.
Transaction with Zhejiang Jimi E-commerce Co., Ltd, or Zhejiang Jimi. Zhejiang Jimi is our equity investee and our supplier. As of December 31, 2023, 2024 and 2025, we had RMB1.1 million, RMB0.5 million and nil, respectively, due from Zhejiang Jimi, representing the advance payments due from Zhejiang Jimi for products purchased from Zhejiang Jimi.
As of December 31, 2022, 2023 and 2024, we had RMB0.4 million, RMB1.1 million and nil, respectively, due to Hangzhou Bixin, representing the payments and deposits due to Hangzhou Bixin for products purchased from Hangzhou Bixin. In 2022, 2023 and 2024, we provided marketplace service to Hangzhou Bixin in the amount of RMB1.2 million, RMB1.1 million and RMB0.6 million, respectively.
As of December 31, 2023, 2024 and 2025, we had RMB1.1 million, nil and nil, respectively, due to Hangzhou Bixin, representing the payments and deposits due to Hangzhou Bixin for products purchased from Hangzhou Bixin. In 2023, 2024 and 2025, we provided marketplace service to Hangzhou Bixin in the amount of RMB1.1 million, RMB0.6 million and nil, respectively.
As of December 31, 2022, 2023 and 2024, we had RMB5.4 million, RMB0.1 million and nil, respectively, due to Guangdong Weixin, representing the payments and deposits due to Guangdong Weixin for products purchased from Guangdong Weixin. 141 Transaction with Guangzhou Misili Personal care Co., Ltd., or Guangzhou Misili. Guangzhou Misili is our equity investee and our supplier.
As of December 31, 2023, 2024 and 2025, we had RMB0.1 million, nil and nil, respectively, due to Guangdong Weixin, representing the payments and deposits due to Guangdong Weixin for products purchased from Guangdong Weixin. Transaction with Guangzhou Misili Personal care Co., Ltd., or Guangzhou Misili. Guangzhou Misili is our equity investee and our supplier.
In 2022, 2023 and 2024, we purchased products from Guangzhou Misili in the amount of nil, RMB0.3 million and RMB0.3 million, respectively. As of December 31, 2022, 2023, and 2024, we had RMB0.1 million, RMB0.1 million and RMB0.1 million, respectively, due to Guangzhou Misili, representing the payments and deposits due to Guangzhou Misili for products purchased from Guangzhou Misili.
In 2023, 2024 and 2025, we purchased products from Guangzhou Misili in the amount of RMB0.3 million, RMB0.3 million and RMB0.2 million, respectively. As of December 31, 2023, 2024, and 2025, we had RMB0.1 million, RMB0.1 million and RMB0.1 million, respectively, due to Guangzhou Misili, representing the payments and deposits due to Guangzhou Misili for products purchased from Guangzhou Misili.
In 2022 and 2023, we provided other services to Tianshi in the amount of RMB0.1 million and nil, respectively. Transaction with Shanxi Yunnong Supply Chain Management Co., Ltd., or Shanxi Yunnong. Shanxi Yunnong is our equity investee and our supplier. The investment in Shanxi Yunnong was disposed by us in 2024.
In 2023, 2024 and 2025, we provided other services to Hangzhou Bixin in the amount of RMB0.2 million, nil and nil, respectively. Transaction with Shanxi Yunnong Supply Chain Management Co., Ltd., or Shanxi Yunnong. Shanxi Yunnong is our equity investee and our supplier. The investment in Shanxi Yunnong was disposed by us in 2024.
In 2022, 2023 and 2024, we purchased products from Shanxi Yunnong in the amount of nil, RMB1.3 million and nil, respectively. As of December 31, 2022, 2023 and 2024, we had RMB0.7 million, RMB0.4 million and nil, respectively, due to Shanxi Yunnong, representing the payments and deposits due to Shanxi Yunnong for products purchased from Shanxi Yunnong.
In 2023, 2024 and 2025, we purchased products from Shanxi Yunnong in the amount of RMB 1.3 million, nil and nil, respectively. As of December 31, 2023, 2024 and 2025, we had RMB0.4 million, nil and nil, respectively, due to Shanxi Yunnong, representing the payments and deposits due to Shanxi Yunnong for products purchased from Shanxi Yunnong.
Zhejiang Jibi is our equity investee and our supplier. As of December 31, 2022, 2023 and 2024, we had RMB0.6 million, RMB0.8 million and RMB0.7 million, respectively, due to Zhejiang Jibi, representing the payments due to Zhejiang Jibi for products purchased from Zhejiang Jibi. Transaction with Hangzhou Xingsheng Brand Marketing Management Co., Ltd., or Xingsheng.
Zhejiang Jibi is our equity investee and our supplier. As of December 31, 2023, 2024 and 2025, we had RMB0.8 million, RMB0.7 million and RMB0.7 million, respectively, due to Zhejiang Jibi, representing the payments due to Zhejiang Jibi for products purchased from Zhejiang Jibi. Transaction with Shenzhen Yungang Julian Brand management Co., Ltd., or Yungang Julian .
In 2022, 2023 and 2024, we provided marketplace service to Zhejiang Jimi in the amount of RMB1.7 million, RMB1.5 million and RMB0.6 million, respectively. In 2022, 2023 and 2024, we provided other services to Zhejiang Jimi in the amount of RMB0.1 million, RMB0.1 million and nil, respectively. Transaction with Zhejiang Jibi Technology Co., Ltd., or Zhejiang Jibi.
In 2023, 2024 and 2025, we provided marketplace service to Zhejiang Jimi in the amount of RMB1.5 million, RMB0.6 million and RMB17 thousand, respectively. In 2023, 2024 and 2025, we provided other services to Zhejiang Jimi in the amount of RMB0.1 million, nil and RMB 21 thousand, respectively. 141 Transaction with Zhejiang Jibi Technology Co., Ltd., or Zhejiang Jibi.
As of December 31, 2022, 2023 and 2024, we had RMB0.1 million, RMB0.1 million and RMB0.1 million, respectively, due to Hainan Yunding, representing the deposits due to Hainan Yunding for products purchased from Hainan Yunding. Transaction with Hangzhou Bixin Biology Technology Co., Ltd., or Hangzhou Bixin. Hangzhou Bixin is our equity investee and our supplier.
Transaction with Hainan Yunding Supply Chain Management Co., Ltd, or Hainan Yunding. Hainan Yunding is our equity investee and our supplier. As of December 31, 2023, 2024 and 2025, we had RMB0.1 million, RMB0.1 million and RMB0.1 million, respectively, due to Hainan Yunding, representing the deposits due to Hainan Yunding for products purchased from Hainan Yunding.
As of December 31, 2022, 2023 and 2024, we had RMB0.1 million, RMB0.1 million and RMB0.1 million, respectively, due to Zhejiang Jimi, representing the payments due to Zhejiang Jimi for products purchased from Zhejiang Jimi. In 2022, 2023 and 2024, we purchased products from Zhejiang Jimi in the amount of RMB7.6 million, RMB16.4 million and RMB6.4 million, respectively.
As of December 31, 2023, 2024 and 2025, we had RMB0.1 million, RMB0.1 million and RMB28 thousand, respectively, due to Zhejiang Jimi, representing the payments due to Zhejiang Jimi for products purchased from Zhejiang Jimi. In 2023, 2024 and 2025, we purchased products from Zhejiang Jimi in the amount of RMB16.4 million, RMB6.4 million and RMB1.2 million, respectively.
We believe the terms of the transactions with Beijing Siwei, Guangdong Weixin, Guangzhou Misili, Hainan Yunding, Hangzhou Bixin, Hangzhou Huaji, Tianshi, Hangzhou Yuncheng, Huzhou Boyun, Shanxi Yunnong, Zhejiang Jimi, Zhejiang Jibi, Xingsheng and Yungang Julian are comparable to those with third-party suppliers. C. Interests of Experts and Counsel Not applicable.
We believe the terms of the transactions with Guangdong Weixin, Guangzhou Misili, Hainan Yunding, Hangzhou Bixin, Shanxi Yunnong, Zhejiang Jimi, Zhejiang Jibi, Yungang Julian and Yin yu Guo are comparable to those with third-party suppliers. C. Interests of Experts and Counsel Not applicable.
Transactions with Our Equity Investees Transaction with Guangdong Weixin Technology Co Ltd., or Guangdong Weixin. Guangdong Weixin is our equity investee and our supplier. In 2022, 2023 and 2024, we purchased products from Guangdong Weixin in the amount of RMB32 thousand, nil and nil, respectively.
Transactions with Our Equity Investees Transaction with Guangdong Weixin Technology Co Ltd., or Guangdong Weixin. Guangdong Weixin is our equity investee and our supplier. The investment in Guangdong Weixin was disposed by us in 2025. In 2023, 2024 and 2025, we purchased products from Guangdong Weixin in the amount of nil, nil and nil, respectively.
In 2022, 2023 and 2024, we provided other services to Hangzhou Bixin in the amount of nil, RMB0.2 million and nil, respectively. Transaction with Hangzhou Tianshi Technology Co. Ltd., or Tianshi. Tianshi was our equity investee and our related-party supplier. The investment in Tianshi was disposed by us in 2023.
Transaction with Hangzhou Bixin Biology Technology Co., Ltd., or Hangzhou Bixin. Hangzhou Bixin is our equity investee and our supplier. The investment in Hangzhou Bixin was disposed by us in 2024. In 2023, 2024 and 2025, we purchased products from Hangzhou Bixin in the amount of RMB1.9 million, RMB0.9 million and nil, respectively.
As of December 31, 2022, 2023 and 2024, we had RMB0.1 million, RMB0.1 million and RMB0.1 million, respectively, due to Yungang Julian, representing the payments and deposits due to Yungang Julian for products purchased from Yungang Julian.
Yungang Julian was our equity investee and our related-party supplier. As of December 31, 2023, 2024 and 2025, we had RMB0.1 million, RMB0.1 million and RMB0.1 million, respectively, due to Yungang Julian, representing the payments and deposits due to Yungang Julian for products purchased from Yungang Julian. Transaction with Hangzhou Yin yu Guo Media Co., Ltd., or Yin yu Guo.
Removed
Transaction with Hainan Yunding Supply Chain Management Co., Ltd, or Hainan Yunding. Hainan Yunding is our equity investee and our supplier. In 2022, 2023 and 2024, we purchased products from Hainan Yunding in the amount of nil, nil and nil, respectively.
Added
Yin yu Guo was our equity investee and our related-party supplier in 2025. As of December 31, 2025, we had RMB 60 thousand due from Yin yu Guo for prepayment to its media services. As of December 31, 2025, we had RMB 1.3 million due to Yin yu Guo, representing the outstanding capital subscription to Yin yu Guo.
Removed
The investment in Hangzhou Bixin was disposed by us in 2024. In 2022, 2023 and 2024, we purchased products from Hangzhou Bixin in the amount of RMB3.3 million, RMB1.9 million and RMB0.9 million, respectively.
Removed
In 2022 and 2023, we purchased products from Tianshi in the amount of RMB2.7 million and nil respectively. As of December 31, 2022 and 2023, we had RMB0.9 million and nil respectively, due to Tianshi, representing the payments due to Tianshi for products purchased from Tianshi.
Removed
Xingsheng was our equity investee and our related-party supplier. The investment in Xingsheng was disposed by us in 2023. In 2022 and 2023, we purchased products from Xingsheng in the amount of RMB7.4 million and nil respectively.
Removed
As of December 31, 2022 and 2023, we had RMB1.2 million and nil respectively, due to Xingsheng, representing the payments due to Xingsheng for products purchased from Xingsheng.
Removed
In 2022 and 2023, we provided other services to Xingsheng in the amount of RMB0.6 million and nil respectively. 142 Transaction with Shenzhen Yungang Julian Brand management Co., Ltd., or Yungang Julian . Yungang Julian was our equity investee and our related-party supplier.

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