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Pintec Technology Holdings Ltd

Pintec Technology Holdings LtdJF财报

Nasdaq

Pintec Technology Holdings Ltd is a fintech SaaS provider offering end-to-end digital financial solutions. Its core services include intelligent risk management, digital lending facilitation, and wealth management tools, serving banks, consumer finance firms and e-commerce platforms primarily in the Chinese market.

What changed in Pintec Technology Holdings Ltd's 20-F — 2024 vs 2025

Top changes in Pintec Technology Holdings Ltd's 2025 20-F

663 paragraphs added · 1443 removed · 214 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

106 edited+128 added−534 removed152 unchanged
The PCAOB is required under the HFCAA to make its determination on an annual basis with regards to its ability to inspect and investigate completely accounting firms based in the Mainland China and Hong Kong, among other jurisdictions.
The PCAOB is required under the HFCAA to make its determination on an annual basis with regards to its ability to inspect and investigate completely accounting firms based in mainland China and Hong Kong, among other jurisdictions.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed Mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
The PCAOB is required under the HFCAA to make its determination on an annual basis with regards to its ability to inspect and investigate completely accounting firms based in the Mainland China and Hong Kong, among other jurisdictions.
The PCAOB is required under the HFCAA to make its determination on an annual basis with regards to its ability to inspect and investigate completely accounting firms based in mainland China and Hong Kong, among other jurisdictions.
If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in Mainland China and Hong Kong and if we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC by then, we may 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 if we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC by then, we may be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year.
Under circumstances where revenues from our installment sale business or other activities that produce passive income increase relative to our revenues from activities that produce non-passive income or where we determine not to deploy significant amounts of cash for working capital or other purposes, our risk of becoming classified as a PFIC may substantially increase.
Under circumstances where revenues from our historical installment sale business or other activities that produce passive income increase relative to our revenues from activities that produce non-passive income or where we determine not to deploy significant amounts of cash for working capital or other purposes, our risk of becoming classified as a PFIC may substantially increase.
Pursuant to the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for two consecutive years, the SEC will prohibit our ordinary shares or ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States. 36 Table of Contents 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.
Pursuant to the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for two consecutive years, the SEC will prohibit our ordinary shares or ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States. 20 Table of Contents 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.
In addition to market and industry factors, the price and trading volume for our ADSs may be highly volatile for factors specific to our own operations, including the following: ● variations in our revenues, earnings and cash flow; ● announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors; ● announcements of new services and expansions by us or our competitors; ● changes in financial estimates by securities analysts; ● detrimental adverse publicity about us, our services and solutions, or the industries in which we operate; ● additions or departures of key personnel; ● release of transfer restrictions on our outstanding equity securities or sales of additional equity securities; and ● potential litigation or regulatory investigations.
In addition to market and industry factors, the price and trading volume for our ADSs may be highly volatile for factors specific to our own operations, including the following: ● variations in our revenues, earnings and cash flow; ● announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors; 27 Table of Contents ● announcements of new services and expansions by us or our competitors; ● changes in financial estimates by securities analysts; ● detrimental adverse publicity about us, our services and solutions, or the industries in which we operate; ● additions or departures of key personnel; ● release of transfer restrictions on our outstanding equity securities or sales of additional equity securities; and ● potential litigation or regulatory investigations.
In estimating the value of our goodwill and other unbooked intangibles, we have taken into account our market capitalization, which may fluctuate over time. Among other factors, if our market capitalization declines, we may continue to be classified as a PFIC for our taxable year ending December 31, 2025.
In estimating the value of our goodwill and other unbooked intangibles, we have taken into account our market capitalization, which may fluctuate over time. Among other factors, if our market capitalization declines, we may continue to be classified as a PFIC for our taxable year ending December 31, 2026.
For example, our ability to mitigate these risks may be affected by the following: ● vulnerabilities in third-party infrastructure and systems and applications that our solutions operate in conjunction with or are dependent on; ● vulnerabilities existing within newly acquired or integrated technologies and infrastructure; ● attacks on, or vulnerabilities in, the many different underlying networks and services that power the internet that our solutions depend on, most of which are not under our control; and ● employee or contractor errors or intentional acts that compromise our security systems.
For example, our ability to mitigate these risks may be affected by the following: ● vulnerabilities in third-party infrastructure and systems and applications that our solutions operate in conjunction with or are dependent on; 17 Table of Contents ● vulnerabilities existing within newly acquired or integrated technologies and infrastructure; ● attacks on, or vulnerabilities in, the many different underlying networks and services that power the internet that our solutions depend on, most of which are not under our control; and ● employee or contractor errors or intentional acts that compromise our security systems.
Our business depends on the continued efforts of our senior management. If one or more of our key executives were unable or unwilling to continue in their present positions, our business may be severely disrupted. Our business operations depend on the continued services of our senior management, particularly the executive officers named in this annual report.
If one or more of our key executives were unable or unwilling to continue in their present positions, our business may be severely disrupted. Our business operations depend on the continued services of our senior management, particularly the executive officers named in this annual report.
As a result, our business and results of operations may be materially and adversely affected. 35 Table of Contents If we fail to maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud.
As a result, our business and results of operations may be materially and adversely affected. 19 Table of Contents If we fail to maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud.
The VIE structures were established through a series of agreements, including those by and among Aixin Times (Chengdu) Enterprise Management Co., Ltd., Anquying (Tianjin) Technology Co., Ltd. and the shareholders of Anquying (Tianjin) Technology Co., Ltd., those by and among Aixin Times (Beijing) Enterprise Management Co., Ltd., Beijing Xinshun Dingye Technology Co., Ltd. and the shareholders of Beijing Xinshun Dingye Technology Co., Ltd., those by and among Aixin Times (Beijing) Enterprise Management Co., Ltd., Pintec Jinke (Beijing) Technology Information Co., Ltd. and the shareholders of Pintec Jinke (Beijing) Technology Information Co., Ltd., and those by and among Aixin Times (Beijing) Enterprise Management Co., Ltd., Beijing Hongdian Fund Distributor Co., Ltd.
The former VIE structures were through a series of agreements, including those by and among Aixin Times (Chengdu) Enterprise Management Co., Ltd., Anquying (Tianjin) Technology Co., Ltd. and the shareholders of Anquying (Tianjin) Technology Co., Ltd., those by and among Aixin Times (Beijing) Enterprise Management Co., Ltd., Beijing Xinshun Dingye Technology Co., Ltd. and the shareholders of Beijing Xinshun Dingye Technology Co., Ltd., those by and among Aixin Times (Beijing) Enterprise Management Co., Ltd., Pintec Jinke (Beijing) Technology Information Co., Ltd. and the shareholders of Pintec Jinke (Beijing) Technology Information Co., Ltd., and those by and among Aixin Times (Beijing) Enterprise Management Co., Ltd., Beijing Hongdian Fund Distributor Co., Ltd.
Holders (as defined in “Item 10. Additional Information—E. Taxation—U.S. Federal Income Tax Considerations”) should consult their tax advisors regarding the advisability of making a mark-to-market election (as described in “Item 10. Additional Information—E. Taxation—U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Considerations”).
Federal Income Tax Considerations”) should consult their tax advisors regarding the advisability of making a mark-to-market election (as described in “Item 10. Additional Information—E. Taxation—U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Considerations”).
As of the date of this annual report, we were not identified as a Commission-Identified Issuer and do not expect to be so identified after we file this annual report on Form 20-F for the fiscal year ended December 31, 2024.
As of the date of this annual report, we were not identified as a Commission-Identified Issuer and do not expect to be so identified after we file this annual report on Form 20-F for the fiscal year ended December 31, 2025.
As of the date of this annual report, we were not identified as a Commission-Identified Issuer and do not expect to be so identified after we file this annual report on Form 20-F for the fiscal year ended December 31, 2024.
As of the date of this annual report, we were not identified as a Commission-Identified Issuer and do not expect to be so identified after we file this annual report on Form 20-F for the fiscal year ended December 31, 2025.
While we have security measures in place to protect our end-users’ data, our solutions and underlying infrastructure may in the future be materially breached or compromised as a result of the following: ● third-party attempts to fraudulently induce employees or customers into disclosing sensitive information such as usernames, passwords or other information to gain access to our user’ data, our data or our IT systems; ● efforts by individuals or groups of hackers and sophisticated organizations; ● cyberattacks on our internally built infrastructure; ● vulnerabilities resulting from enhancements and upgrades to our existing solutions; ● vulnerabilities in third-party infrastructure and systems and applications that our solutions operate in conjunction with or are dependent on; ● vulnerabilities existing within newly acquired or integrated technologies and infrastructure; ● attacks on, or vulnerabilities in, the many different underlying networks and services that power the internet that our solutions depend on, most of which are not under our control; and 29 Table of Contents ● employee or contractor errors or intentional acts that compromise our security systems.
While we have security measures in place to protect such data, our solutions and underlying infrastructure may in the future be materially breached or compromised as a result of the following: ● third-party attempts to fraudulently induce employees or customers into disclosing sensitive information such as usernames, passwords or other information to gain access to our customers ’ data, our data or our IT systems; ● efforts by individuals or groups of hackers and sophisticated organizations; ● cyberattacks on our internally built infrastructure; ● vulnerabilities resulting from enhancements and upgrades to our existing solutions; ● vulnerabilities in third-party infrastructure and systems and applications that our solutions operate in conjunction with or are dependent on; ● vulnerabilities existing within newly acquired or integrated technologies and infrastructure; ● attacks on, or vulnerabilities in, the many different underlying networks and services that power the internet that our solutions depend on, most of which are not under our control; and ● employee or contractor errors or intentional acts that compromise our security systems.
You may not realize a return on your investment in our ADSs and you may even lose your entire investment in our ADSs. We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our ADSs or ordinary shares.
You may not realize a return on your investment in our ADSs and you may even lose your entire investment in our ADSs. 29 Table of Contents We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our ADSs or ordinary shares.
If analysts publish critical or negative research or reports about our business or industry or otherwise recommend that investors not purchase our ADSs, the trading volume and market price for our ADSs would likely decline. The sale or availability for sale of substantial amounts of our ADSs could adversely affect their market price.
If analysts publish critical or negative research or reports about our business or industry or otherwise recommend that investors not purchase our ADSs, the trading volume and market price for our ADSs would likely decline. 28 Table of Contents The sale or availability for sale of substantial amounts of our ADSs could adversely affect their market price.
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. As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices for corporate governance matters that differ significantly from the Nasdaq corporate governance listing standards.
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. 32 Table of Contents As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices for corporate governance matters that differ significantly from the Nasdaq corporate governance listing standards.
If we are not able to expand into new verticals and increase penetration in existing verticals to increase the number of our business partners, retain our existing business partners or renew our existing contracts with major business partners on terms favorable to us, our results of operations will be materially and adversely affected.
If we are not able to expand into new verticals and increase penetration in existing verticals to increase the number of our customers, retain our existing customers or renew our existing contracts with major customers on terms favorable to us, our results of operations will be materially and adversely affected.
There is no assurance that our anti-money laundering policies and procedures will protect us from being exploited for money laundering purposes or that we will be deemed to be in compliance with applicable anti-money laundering implementing rules, if and when adopted, given that our anti-money laundering obligations in the Internet Finance Guidelines, the Administrative Measures Regarding AML and CIF, the Measures for the Supervision and Administration of Publicly-offered Securities Investment Fund Distributors and the Notice on Anti-Money Laundering Operations of the Insurance Industry are not specified.
There is no assurance that our anti-money laundering policies and procedures will protect us from being exploited for money laundering purposes or that we will be deemed to be in compliance with applicable anti-money laundering implementing rules, if and when adopted, given that our anti-money laundering obligations in the Internet Finance Guidelines, the Administrative Measures Regarding AML and CIF, the Measures for the Supervision and Administration of Publicly-offered Securities Investment Fund Distributors are not specified.
Additionally, the inability of the PCAOB to conduct inspections of our auditors deprives our investors of the benefits of such inspections.” 12 Table of Contents A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D.
Additionally, the inability of the PCAOB to conduct inspections of our auditors deprives our investors of the benefits of such inspections.” A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D.
It is uncertain whether we would be deemed to operate a financing guarantee business because of the credit enhancement services we provide.
It is uncertain whether we would be deemed to operate a financing guarantee business because of the credit enhancement services we provided.
If we or any of our financial partners or other funding sources fail to comply with applicable anti-money laundering laws and regulations, our reputation could suffer and we could become subject to regulatory intervention, which could have a material adverse effect on our business, financial condition and results of operations.
If we or any of our financial partners or other funding sources fail to comply with applicable anti-money laundering laws and regulations under the historical financial solution business, our reputation could suffer and we could become subject to regulatory intervention, which could have a material adverse effect on our business, financial condition and results of operations.
We believe our future success depends on our continued ability to attract, develop, motivate and retain qualified and skilled employees. Competition for highly skilled technical, risk management and financial personnel is extremely intense. We may not be able to hire and retain these personnel at compensation levels consistent with our existing compensation and salary structure.
We believe our future success depends on our continued ability to attract, develop, motivate and retain qualified and skilled employees. Competition for highly skilled technical and sales personnel is extremely intense. We may not be able to hire and retain these personnel at compensation levels consistent with our existing compensation and salary structure.
We are subject to rules and regulations by various governing bodies, including, for example, the SEC, which is charged with the protection of investors and the oversight of companies whose securities are publicly traded, and the various regulatory authorities in Mainland China and the Cayman Islands, and to new and evolving regulatory measures under applicable law.
We are subject to rules and regulations by various governing bodies, including, for example, the SEC, which is charged with the protection of investors and the oversight of companies whose securities are publicly traded, and the various regulatory authorities in Australia, the Cayman Islands and the PRC, and to new and evolving regulatory measures under applicable law.
Because we are 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 of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; ● 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 are 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 of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; ● 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 imposing 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.
However, we cannot assure you that the foregoing measures will be sufficient to enable us to fully comply with the laws, regulations, rules and governmental policies governing campus online lending.
However, we cannot assure you that the foregoing measures are sufficient to enable us to fully comply with the laws, regulations, rules and governmental policies governing campus online lending.
The Parent carries out its business in Mainland China through the WFOEs and their respective contractual arrangements, commonly known as the VIE structures, with the VIEs based in Mainland China and their respective shareholders.
Historically, the Parent carried out its business in mainland China through the WFOEs and their respective contractual arrangements, commonly known as the VIE structures, with the VIEs based in mainland China and their respective shareholders.
If any of our financial partners is deemed to violate any PRC laws or regulations, we may be jointly liable due to the services or solutions we provide. We may have to remove financial products from our platforms or terminate our relationships with financial partners.
If any of financial partners in our historical financial solution business is deemed to violate any PRC laws or regulations, we may be jointly liable due to the services or solutions we provide. We may have to remove financial products from our platforms or terminate our relationships with financial partners.
If any entity violates these regulations and operates a financing guarantee business without approval, the entity may be subject to penalties including ban or suspension of business, fines of RMB500,000 (US$68,500) to RMB1,000,000 (US$136,999), and confiscation of any illegal gains, and if the violation constitutes a criminal offense, criminal liability shall be imposed in accordance with the law. 17 Table of Contents In October 2019, the China Banking and Insurance Regulatory Commission, or the CBIRC, and eight other PRC regulatory agencies promulgated the Supplementary Provisions on the Supervision and Administration of Financing Guarantee Companies, or the Financing Guarantee Supplementary Provisions, which became effective in October 2019 and was amended in June 2021.
If any entity violates these regulations and operates a financing guarantee business without approval, the entity may be subject to penalties including ban or suspension of business, fines of RMB500,000 (US$69,565) to RMB1,000,000 (US$139,130), and confiscation of any illegal gains, and if the violation constitutes a criminal offense, criminal liability shall be imposed in accordance with the law. 24 Table of Contents In October 2019, the China Banking and Insurance Regulatory Commission, or the CBIRC, and eight other PRC regulatory agencies promulgated the Supplementary Provisions on the Supervision and Administration of Financing Guarantee Companies, or the Financing Guarantee Supplementary Provisions, which became effective in October 2019 and was amended in June 2021.
In the course of management’s preparation and our independent registered public accounting firm’s auditing our consolidated financial statements for the year ended December 31, 2024, we and our independent registered public accounting firm identified one material weakness in our internal control over financial reporting as of December 31, 2024, in accordance with the standards established by the Public Company Accounting Oversight Board of the United States, or the PCAOB.
In the course of management’s preparation and our independent registered public accounting firm’s auditing our consolidated financial statements for the year ended December 31, 2025, we and our independent registered public accounting firm identified two material weaknesses in our internal control over financial reporting as of December 31, 2025, in accordance with the standards established by the Public Company Accounting Oversight Board of the United States, or the PCAOB.
Although we have developed systems and processes designed to protect our users’ data, we can provide no assurance that such measures will provide absolute security.
Although we have developed systems and processes designed to protect confidential data, we can provide no assurance that such measures will provide absolute security.
In addition to the impact of COVID-19, our business could be materially and adversely affected by natural disasters, other health epidemics or other public safety concerns affecting the PRC, and particularly Beijing.
In addition to the impact of COVID-19, our business could be materially and adversely affected by natural disasters, other health epidemics or other public safety concerns.
If any financial product on our platform is deemed to violate any PRC laws or regulations, we may be liable for distributing the product or assisting in offering the product on our platforms, even if we are not its direct provider.
If any financial product previously provided by us is deemed to violate any PRC laws or regulations, we may be liable for distributing the product or assisting in offering the product on our platforms, even if we are not its direct provider.
These Class B ordinary shares constitute approximately 9.4% of our total issued and outstanding share capital and 60.2% of the aggregate voting power of our total issued and outstanding share capital due to the disparate voting powers associated with our dual-class share structure. See “Item 6. Directors, Senior Management and Employees—E.
These Class B ordinary shares constitute approximately 6.6% of our total issued and outstanding share capital and 51.5% of the aggregate voting power of our total issued and outstanding share capital due to the disparate voting powers associated with our dual-class share structure. See “Item 6. Directors, Senior Management and Employees—E.
We may be deemed to operate a financing guarantee business by the PRC regulatory authorities. The State Council of China promulgated the Regulations on the Administration of Financing Guarantee Companies, or the Financing Guarantee Rules, effective October 1, 2017.
Our historical financial solution business may be deemed to operate a financing guarantee business by the PRC regulatory authorities. The State Council of China promulgated the Regulations on the Administration of Financing Guarantee Companies, or the Financing Guarantee Rules, effective October 1, 2017.
Substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise.
As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise.
The Chinese government exerts oversight and supervision over the manner in which we must conduct our business activities and may intervene or influence our operations at any time in accordance with the applicable laws and regulations, which could result in a material change in our operations and the value of our ADSs.
The Chinese government exercises discretion in interpreting and enforcing PRC laws, and therefore may exert oversight and supervision over the manner in which we must conduct our business activities and may intervene or influence our operations at any time in accordance with the applicable laws and regulations, which could result in a material change in our operations and the value of our ADSs.
The material weakness that has been identified relates to our lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to properly address complex U.S. GAAP technical accounting issues and to prepare and review financial statements and related disclosures in accordance with U.S. GAAP and reporting requirements set forth by the SEC.
The material weaknesses that have been identified relates to (i) our lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to properly address complex U.S. GAAP technical accounting issues and to prepare and review financial statements and related disclosures in accordance with U.S.
Item 3. Key Information Implications of Being a Company with the Holding Company Structure and the VIE Structures The VIE Structures and Associated Risks Pintec Technology Holdings Limited, the Parent, is the ultimate Cayman Islands holding company with no material operations of its own.
Item 3. Key Information Implications of Being a Company with the Holding Company Structure The Historical VIE Structures J and Friends Holdings Limited, the Parent, is the ultimate Cayman Islands holding company with no material operations of its own.
Financial products and financial service providers are strictly regulated in Mainland China. While we are not regulated as a financial service provider, we may be affected by PRC financial regulations as a result of the wealth management financial products on our platform and our relationships with our financial partners.
Financial products and financial service providers are strictly regulated in mainland China. While we are not regulated as a financial service provider, we may be affected by PRC financial regulations as a result of the wealth management financial products previously provided by us and our relationships with financial partners in our historical financial solution business.
If we do raise additional funds through the issuance of equity or convertible debt securities, the ownership interests of our shareholders could be significantly diluted. These newly issued securities may have rights, preferences or privileges senior to those of existing shareholders. Jimu Group’s insolvency may materially and adversely affect the strength of our brands.
If we do raise additional funds through the issuance of equity or convertible debt securities, the ownership interests of our shareholders could be significantly diluted. These newly issued securities may have rights, preferences or privileges senior to those of existing shareholders.
GAAP experiences to strengthen our internal control over financial reporting. For details, see “Item 15. Controls and Procedures—Internal Control Over Financial Reporting.” However, the implementation of these measures may not fully address these deficiencies in our internal control over financial reporting, and we cannot conclude that they have been fully remedied.
Controls and Procedures—Internal Control Over Financial Reporting.” However, the implementation of these measures may not fully address these deficiencies in our internal control over financial reporting, and we cannot conclude that they have been fully remedied.
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.
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. Fluctuations in exchange rates could have a material adverse effect on our results of operations.
The Chinese government has exercised and continues to exercise oversight and supervision of the Chinese economy through applicable laws and regulations. Our ability to operate in China is subject to by changes in those laws and regulations, including those relating to securities regulation, data protection, cybersecurity and mergers and acquisitions and other matters.
The Chinese government has exercised and continues to exercise oversight and supervision of the Chinese economy through applicable laws and regulations, including those relating to securities regulation, data protection, cybersecurity and mergers and acquisitions and other matters.
As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. 60 Table of Contents Certain judgments obtained against us by our shareholders may not be enforceable.
As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.
We have 507,239,098 Class A ordinary shares and 50,939,520 Class B ordinary shares outstanding as of March 31, 2025, including 238,629,685 Class A ordinary shares represented by ADSs. All of our ADSs are freely tradable without restriction or further registration under the Securities Act of 1933, as amended, or the Securities Act.
We have 599,465,862 Class A ordinary shares and 42,439,520 Class B ordinary shares outstanding as of March 31, 2026, including 238,629,685 Class A ordinary shares represented by ADSs. All of our ADSs are freely tradable without restriction or further registration under the Securities Act of 1933, as amended, or the Securities Act.
We historically provided credit enhancement through our variable interest entities for loans that we facilitated with certain financial partners since the fourth quarter of 2017.
Limitations on credit enhancement may adversely affect our access to funding We historically provided credit enhancement through our variable interest entities for loans that we facilitated with certain financial partners since the fourth quarter of 2017.
These practices may afford less protection to shareholders than they would enjoy if we complied fully with the corporate governance listing standards.” In addition, we conduct substantially all of our business operations in emerging markets, including China, and substantially all of our directors and senior management are based in Mainland China. The SEC, U.S.
These practices may afford less protection to shareholders than they would enjoy if we complied fully with the corporate governance listing standards.” 31 Table of Contents In addition, all of our directors and senior management are based outside U.S. The SEC, U.S.
If our board of directors decides to issue preferred shares, the price of our ADSs may fall and the voting and other rights of the holders of our ordinary shares and ADSs may be materially and adversely affected. 59 Table of Contents You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law and conduct our operations primarily in PRC.
If our board of directors decides to issue preferred shares, the price of our ADSs may fall and the voting and other rights of the holders of our ordinary shares and ADSs may be materially and adversely affected. You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited.
Natural disasters may give rise to server interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to operate our platforms and provide services and solutions.
Natural disasters may give rise to server interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to provide solutions. Our business could also be adversely affected if our employees are affected by health epidemics.
We are a Cayman Islands company and all of our assets are located outside of the United States. Substantially all of our current operations are conducted in Mainland China. In addition, a majority of our current directors and officers are nationals and residents of countries other than the United States.
In addition, a majority of our current directors and officers are nationals and residents of countries other than the United States. Substantially all of the assets of these persons are located outside the United States.
Moreover, since January 1, 2022, we have taken measures to improve operating efficiency and control costs, including downsizing staff to cope with the decrease in business volume and revenue, standardizing our finance and operation policies, enhancing internal controls and creating a synergy of our resources.
To alleviate the pressure of capital liquidity, we have obtained approval of certain lines of credit from third parties. Moreover, we have taken measures to improve operating efficiency and control costs, including downsizing staff to cope with the decrease in business volume and revenue, standardizing our finance and operation policies, enhancing internal controls and creating a synergy of our resources.
We have a dual-class share structure. Our ordinary shares consist of Class A ordinary shares and Class B ordinary shares, and our ADSs represent Class A ordinary shares.
Our ordinary shares consist of Class A ordinary shares and Class B ordinary shares, and our ADSs represent Class A ordinary shares.
In 2022, 2023 and 2024, the total amount of the service fees that the VIEs paid to the WFOEs under the contractual arrangements was RMB7.5 million, RMB1.4 million and nil, respectively.
In 2023, 2024 and 2025, the total amount of cash paid by VIEs to WFOEs was US$0.5 million, US$3.1 million and US$0.4 million, respectively, including service fees that the VIEs paid to the WFOEs under the contractual arrangements of US$0.2 million, nil and nil.
We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.
Information on the Company – Regulations – Australia – Payment Reform.” Risks Related to Our Operations Across Multiple Jurisdictions We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.
As of March 31, 2025, two of our three core founders, Mr. Jun Dong and Mr. Wei Wei, beneficially owned all of our issued Class B ordinary shares.
As of March 31, 2026, Mr. Jun Dong, beneficially owned all of our issued Class B ordinary shares.
Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely than that required to be filed with the SEC by U.S. domestic issuers.
However, the information we are required to file with or furnish to the SEC will be less extensive and less timely than that required to be filed with the SEC by U.S. domestic issuers.
We recorded net loss of RMB196.6 million, RMB81.3 million and RMB14.8 million (US$2.0 million) in 2022, 2023 and 2024. We cannot assure you that we will be able to achieve or increase profitability in the future.
We recorded net loss of US$11.4 million, US$2.1 million and US$1.5 million in 2023, 2024 and 2025 and net loss from continuing operations of US$5.7 million, US$0.3 million and US$0.7 million in 2023, 2024 and 2025. We cannot assure you that we will be able to achieve or increase profitability in the future.
Our ability to achieve profitability will also depend on macro factors such as the conditions of the consumer finance market and SME financing market in China.
Our ability to achieve profitability will also depend on macro factors such as the conditions of the consumer finance market and SME financing market in China. There can be no assurance that we will achieve profitability at all and we may experience net losses in the future.
The contractual arrangements allow us to (1) be considered as the primary beneficiary of the VIEs for accounting purposes and consolidate the financial results of the VIEs, (2) receive substantially all of the economic benefits of the VIEs, (3) have the pledge right over the equity interests in the VIEs as the pledgee, and (4) have an exclusive option to purchase all or part of the equity interests in the VIEs when and to the extent permitted by PRC law.
Under the contractual arrangements, we (i) were considered as the primary beneficiary of the VIEs for accounting purposes and consolidate the financial results of the VIEs, (ii) received substantially all of the economic benefits of the VIEs, (iii) had the pledge right over the equity interests in the VIEs as the pledgee, and (iv) had an exclusive option to purchase all or part of the equity interests in the VIEs when and to the extent permitted by PRC law, until we disposed of our equity interests in the WFOEs in November 2025.
We believe that developing and maintaining awareness of our brands effectively is critical to attracting new partners and users to our platforms and retaining existing ones. This depends largely on the effectiveness of our customer acquisition strategy, our marketing efforts, our cooperation with our business partners and the success of the channels we use to promote our platforms.
This depends largely on the effectiveness of our customer acquisition strategy, our marketing efforts, our cooperation with our business partners and the success of the channels we use to promote our platforms.
Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.
Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. 22 Table of Contents Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available.
We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our ADSs. 57 Table of Contents Our dual-class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial.
Our dual-class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial. We have a dual-class share structure.
Our memorandum and articles of association contain anti-takeover provisions that could have a material adverse effect on the rights of holders of our ordinary shares and ADSs. Our memorandum and articles of association contain provisions to limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions.
Our memorandum and articles of association contain provisions to limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions.
Our business may be subject to a variety of PRC laws and regulations governing the consumer finance industry, and has been subject to significant regulatory changes. For example, as China’s microfinance industry has grown rapidly since 2008, the applicable laws, regulations and policies governing the industry have evolved in recent years.
For example, as China’s microfinance industry has grown rapidly since 2008, the applicable laws, regulations and policies governing the industry have evolved in recent years. In addition, some of our businesses were subject to licensing requirements.
We could also be perceived to have facilitated or participated in the illegal misappropriation of funds, documents or data, or the failure to follow protocols, and therefore be subject to civil or criminal liability. Fraudulent activity on our platforms could negatively impact our operating results, brands and reputation and cause the use of our products and services to decrease.
We could also be perceived to have facilitated or participated in the illegal misappropriation of funds, documents or data, or the failure to follow protocols, and therefore be subject to civil or criminal liability. Our business depends on the continued efforts of our senior management.
In addition, our contracts with them typically have a duration of one year, with most of which providing for automatic renewal. If these business partners change their policies, terminate their partnership or do not renew their cooperation agreements with us, our business and result of operations may be materially and adversely affected.
If these customers change their policies, terminate their partnership or do not renew their cooperation agreements with us, our business and result of operations may be materially and adversely affected.
Risk Factors — Risks Relating to Doing Business in China — Filing procedure with the CSRC shall be fulfilled and the approval of other PRC government authorities may be required in connection with our future offshore offerings under PRC law, and we cannot predict whether or for how long we will be able to obtain such approval or complete such filing if required.” The Holding Foreign Companies Accountable Act Pursuant to the Holding Foreign Companies Accountable Act (the “HFCAA”), if the Securities and Exchange Commission (the “SEC”) determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the Public Company Accounting Oversight Board (“PCAOB”) for two consecutive years, the SEC will prohibit our ordinary shares or ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
Business Overview— Regulations— PRC” for a summary of PRC laws and regulations applicable to our historical operations in mainland China. 10 Table of Contents The Holding Foreign Companies Accountable Act Pursuant to the Holding Foreign Companies Accountable Act (the “HFCAA”), if the Securities and Exchange Commission (the “SEC”) determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the Public Company Accounting Oversight Board (“PCAOB”) for two consecutive years, the SEC will prohibit our ordinary shares or ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
As of the date of this annual report, we have not been subject to any material fines or other penalties under any PRC laws or regulations on our business operations. However, significant uncertainties exist in relation to the interpretation and implementation of, or proposed changes to, the applicable PRC laws.
As of the date of this annual report, we have not been subject to any material fines or other penalties under any PRC laws or regulations on our business operations. In November 2025, we disposed of our equity interests in Romantic Park and therefore divested our operations in mainland China.
If we fail to successfully promote and maintain our brands in a cost-efficient way, our results of operations and financial condition would be adversely affected, and our ability to grow our business may be impaired.
If we fail to successfully promote and maintain our brands in a cost-efficient way, our results of operations and financial condition would be adversely affected, and our ability to grow our business may be impaired. 16 Table of Contents We and certain of our directors and officers have been subject to certain legal proceedings, which could have a material adverse impact on our business, financial condition, results of operation, cash flows and reputation.
There exist uncertainties regarding the interpretation of campus online lending. For a detailed discussion of relevant laws, regulations, rules and notices, see “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations Relating to Campus Online Lending.” 19 Table of Contents We are subject to the laws, regulations, rules and governmental policies governing campus online lending.
Regulatory uncertainties relating to campus online lending may materially and adversely affect our business and results of operations. The laws, regulations, rules and governmental policies governing campus online lending are expected to continue to evolve. There exist uncertainties regarding the interpretation of campus online lending. For a detailed discussion of relevant laws, regulations, rules and notices, see “Item 4.
We cannot assure you that the arrangements between our subsidiaries and our financial partners would be deemed to be in compliance with those requirements.
We cannot assure you that the arrangements between our subsidiaries and our financial partners would be deemed to be in compliance with those requirements. Due to the absence of clear interpretation and implementation rules and rapidly evolving applicable laws and regulations, we cannot assure you that we would not be adversely affected by our historical arrangements.
For this purpose, cash and assets readily convertible into cash are categorized as passive assets and the company’s unbooked intangibles associated with active business activity are taken into account as non-passive assets. 58 Table of Contents In addition, we will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the stock.
In addition, we will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the stock.
Risks Relating to Our ADSs ● The trading price of our ADSs has declined significantly since listing, and our ADSs could be delisted from Nasdaq or trading could be suspended, which could result in substantial losses to investors. ● The sale or availability for sale of substantial amounts of our ADSs could adversely affect their market price. ● Our dual-class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial. 14 Table of Contents Risks Relating to Our Business We have a limited operating history, which makes it difficult to evaluate our future prospects.
Our previous affiliations with such entities may give rise to residual risks that could materially and adversely affect our business, results of operations, financial condition, and reputation. ● Limitations on credit enhancement may adversely affect our access to funding. ● Our historical financial solution business may be deemed to operate a financing guarantee business by the PRC regulatory authorities. ● Our historical financial solution business subject us to r egulatory uncertainties relating to consumer finance in mainland China , which could harm our business, financial condition and results of operations . ● Regulatory uncertainties relating to campus online lending may materially and adversely affect our business and results of operations Risks Relating to Our ADSs ● The trading price of our ADSs has declined significantly since listing, and our ADSs could be delisted from Nasdaq or trading could be suspended, which could result in substantial losses to investors. ● The sale or availability for sale of substantial amounts of our ADSs could adversely affect their market price. ● Our dual-class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial. 12 Table of Contents Risks Relating to Our Business We underwent a series of corporate restructuring in 2025.
See the discussion under “Item 10. Additional Information—E. Taxation—U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Rules” concerning the U.S. federal income tax considerations of an investment in our ADSs or ordinary shares if we are or become classified as a PFIC, including the possibility of making certain elections.
Federal Income Tax Considerations—Passive Foreign Investment Company Rules” concerning the U.S. federal income tax considerations of an investment in our ADSs or ordinary shares if we are or become classified as a PFIC, including the possibility of making certain elections. 30 Table of Contents Our memorandum and articles of association contain anti-takeover provisions that could have a material adverse effect on the rights of holders of our ordinary shares and ADSs.
The value of Renminbi against the U.S. dollar and other currencies is affected by changes in China’s political and economic conditions and by China’s foreign exchange policies, among other things. We cannot assure you that Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar in the future.
We cannot assure you that the currencies of the countries and regions where we operate will not appreciate or depreciate significantly in value against U.S. dollar in the future.
While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to hedge our exposure adequately or at all. 51 Table of Contents Governmental control of currency conversion may limit our ability to utilize our operating revenues effectively and affect the value of your investment.
While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or at all. 21 Table of Contents We have limited insurance coverage, which could expose us to significant costs and business disruption.
A trading prohibition may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct inspections of our auditors deprives our investors of the benefits of such inspections.
A trading prohibition may materially and adversely affect the value of your investment.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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In addition, it sets forth several requirements on the banking financial institutions participating in internet consumer loans for college students, including without limitation: (i) the banking financial institutions and its cooperative institutions shall not conduct online precision marketing aimed at college students, and shall complete necessary filings and reports with relevant authorities before offline promotion on campus; (ii) the banking financial institutions shall strictly check credit qualifications and identities of college students and their use of loans, conduct comprehensive credit assessment, and receive the written confirmation from the second repayment sources (such as parents, guardians, or other administrator of the college students) that they agree such internet consumer loans to be provided to such college student and they will guarantee the repayment of such internet consumer loans; and (iii) all credit information of internet consumer loans for college students shall be submitted to the financial credit information database in a timely, complete and accurate manner, and college students who do not agree to submit such credit information shall not be extended the loan. 94 Table of Contents Regulations Relating to Commercial Factoring The Notice on the Pilot Launch of Commercial Factoring, issued by the Ministry of Commerce in 2012, approves the pilot launch of commercial factoring in the Shanghai Pudong New Area and the Tianjin Binhai New Area.
In addition, it sets forth several requirements on the banking financial institutions participating in internet consumer loans for college students, including without limitation: (i) the banking financial institutions and its cooperative institutions shall not conduct online precision marketing aimed at college students, and shall complete necessary filings and reports with relevant authorities before offline promotion on campus; (ii) the banking financial institutions shall strictly check credit qualifications and identities of college students and their use of loans, conduct comprehensive credit assessment, and receive the written confirmation from the second repayment sources (such as parents, guardians, or other administrator of the college students) that they agree such internet consumer loans to be provided to such college student and they will guarantee the repayment of such internet consumer loans; and (iii) all credit information of internet consumer loans for college students shall be submitted to the financial credit information database in a timely, complete and accurate manner, and college students who do not agree to submit such credit information shall not be extended the loan. 58 Table of Contents Regulations Relating to Commercial Factoring The Notice on the Pilot Launch of Commercial Factoring, issued by the Ministry of Commerce in 2012, approves the pilot launch of commercial factoring in the Shanghai Pudong New Area and the Tianjin Binhai New Area.
The specific floating rate shall be determined by the microfinance company based on market-oriented principles; ● The outstanding amount of loan made to the same borrower by a microfinance company cannot exceed 5% of the net capital of such microfinance company; 84 Table of Contents ● None of the founders, being natural persons, enterprises and other social organizations, of any microfinance company and no natural person as a director, supervisor, or member of senior management of any microfinance company must have any criminal or bad credit record; ● The microfinance company shall, according to relevant provisions, set up prudent and normative asset classification and provision systems, accurately classify the assets, make full provision for allowances for doubtful accounts, and guarantee that its adequacy ratio of provision for asset losses always remain above 100% in order to fully cover all risks; ● The microfinance company shall establish a sound corporate governance structure and credit management system, and strengthen internal control; and ● The PBOC will trace and monitor the interest rates and capital flows of microfinance companies, and will include them in the credit system.
The specific floating rate shall be determined by the microfinance company based on market-oriented principles; 49 Table of Contents ● The outstanding amount of loan made to the same borrower by a microfinance company cannot exceed 5% of the net capital of such microfinance company; ● None of the founders, being natural persons, enterprises and other social organizations, of any microfinance company and no natural person as a director, supervisor, or member of senior management of any microfinance company must have any criminal or bad credit record; ● The microfinance company shall, according to relevant provisions, set up prudent and normative asset classification and provision systems, accurately classify the assets, make full provision for allowances for doubtful accounts, and guarantee that its adequacy ratio of provision for asset losses always remain above 100% in order to fully cover all risks; ● The microfinance company shall establish a sound corporate governance structure and credit management system, and strengthen internal control; and ● The PBOC will trace and monitor the interest rates and capital flows of microfinance companies, and will include them in the credit system.
In addition, the Rectification of Campus Online Lending Notice requires that the person engaging in campus online lending shall establish three mechanisms as follows: ● borrower qualification examinations and classification systems to ensure that the borrowers have the repayment capacity for the loan pursuant to the relevant agreement; ● risk monitoring systems to further strengthen information disclosure and to provide risk warnings to borrowers, and ensure that the lending procedures and the key elements of the loan are open and transparent; and ● customer information protection mechanism by implementing the Order for the Protection of Telecommunication and Internet User Personal Information and other relevant criteria and by conducting information system gradation registration and testing, to strengthen customer information protection and ensure the legality and information security during the collection, settlement and use of lenders’ and borrowers’ information. 93 Table of Contents Pursuant to the Rectification of Campus Online Lending Notice, the local financial regulatory authorities and the branches of the China Banking Regulatory Commission shall jointly conduct a thorough examination and centralized rectification of persons engaging in campus online lending.
In addition, the Rectification of Campus Online Lending Notice requires that the person engaging in campus online lending shall establish three mechanisms as follows: ● borrower qualification examinations and classification systems to ensure that the borrowers have the repayment capacity for the loan pursuant to the relevant agreement; ● risk monitoring systems to further strengthen information disclosure and to provide risk warnings to borrowers, and ensure that the lending procedures and the key elements of the loan are open and transparent; and ● customer information protection mechanism by implementing the Order for the Protection of Telecommunication and Internet User Personal Information and other relevant criteria and by conducting information system gradation registration and testing, to strengthen customer information protection and ensure the legality and information security during the collection, settlement and use of lenders’ and borrowers’ information. 57 Table of Contents Pursuant to the Rectification of Campus Online Lending Notice, the local financial regulatory authorities and the branches of the China Banking Regulatory Commission shall jointly conduct a thorough examination and centralized rectification of persons engaging in campus online lending.
As of the date of this annual report, we have not received any claim from any third party against us on the ground of infringement of such party’s right to data protection as provided by applicable laws and regulations in China and other jurisdictions, and we have not experienced any material data loss or breach incidents.
As of the date of this annual report, we have not received any claim from any third party against us on the ground of infringement of such party’s right to data protection as provided by applicable laws and regulations in China, Australia and other jurisdictions, and we have not experienced any material data loss or breach incidents.
Our variable interest entity, Beijing Hongdian, a member of the Asset Management Association of China, has obtained a license for a publicly raised securities investment fund sales business from the CSRC and is qualified to conduct both publicly raised and privately raised securities investment fund sales businesses.
Our former variable interest entity, Beijing Hongdian, a member of the Asset Management Association of China, has obtained a license for a publicly raised securities investment fund sales business from the CSRC and is qualified to conduct both publicly raised and privately raised securities investment fund sales businesses.
The Draft Network Microcredit Measures would establish a three-year transition period, during which entities operating cross-provincial network microcredit businesses without approval will be phased-out. 92 Table of Contents Regulations Relating to Campus Online Lending In April 2016, the General Office of the Ministry of Education and the General Office of the China Banking Regulatory Commission jointly issued the Notice on Education and Guidance Work and Strengthening the Risks Prevention of Campus Delinquency Online Lending, or the Education and Guidance Work Notice.
The Draft Network Microcredit Measures would establish a three-year transition period, during which entities operating cross-provincial network microcredit businesses without approval will be phased-out. 56 Table of Contents Regulations Relating to Campus Online Lending In April 2016, the General Office of the Ministry of Education and the General Office of the China Banking Regulatory Commission jointly issued the Notice on Education and Guidance Work and Strengthening the Risks Prevention of Campus Delinquency Online Lending, or the Education and Guidance Work Notice.
The relevant requirements that an investor that intends to establish a foreign-funded insurance brokerage company in Mainland China shall have more than 30 years of business experience in any WTO member country, have established a representative office in Mainland China for two consecutive years and have total assets of not less than US $200 million in the year prior to the application as prescribed in the Circular 12 shall no longer be implemented.
The relevant requirements that an investor that intends to establish a foreign-funded insurance brokerage company in mainland China shall have more than 30 years of business experience in any WTO member country, have established a representative office in mainland China for two consecutive years and have total assets of not less than US $200 million in the year prior to the application as prescribed in the Circular 14 shall no longer be implemented.
The Financing Guarantee Supplementary Provisions provide that institutions providing services such as client recommendation and credit assessment to various institutional funding partners shall not render any financing guarantee service, whether in direct form or disguised form, without the approval of the competent authorities. 95 Table of Contents In July 2020, the CBIRC issued the Guidelines for Offsite Supervision of Financing Guarantee Companies, or the Offsite Supervision Guidelines, which took effect in September 2020.
The Financing Guarantee Supplementary Provisions provide that institutions providing services such as client recommendation and credit assessment to various institutional funding partners shall not render any financing guarantee service, whether in direct form or disguised form, without the approval of the competent authorities. 59 Table of Contents In July 2020, the CBIRC issued the Guidelines for Offsite Supervision of Financing Guarantee Companies, or the Offsite Supervision Guidelines, which took effect in September 2020.
The transition period shall in principle not exceed two years. 85 Table of Contents The Interim Measures for the Administration of Network Microfinance Companies Business (Draft), or the Draft Network Microfinance Measures, was released by the CBIRC and PBOC in November 2020 to solicit public comments.
The transition period shall in principle not exceed two years. 50 Table of Contents The Interim Measures for the Administration of Network Microfinance Companies Business (Draft), or the Draft Network Microfinance Measures, was released by the CBIRC and PBOC in November 2020 to solicit public comments.
Insurance brokers shall assume the primary management responsibility for the insurance sales promotion information released by its sales personnel; ● In-sales: insurance brokers shall not enter into insurance contracts with their clients using methods such as compulsory tie-in sale or default check on web pages; ● Post-sales: insurance brokers shall establish archives management rules, properly maintain business archives, account books, business ledgers, personnel archives, client materials and audio-visual materials, electronic data, and other archive materials generated during traceability management.
Insurance brokers shall assume the primary management responsibility for the insurance sales promotion information released by its sales personnel; 52 Table of Contents ● In-sales: insurance brokers shall not enter into insurance contracts with their clients using methods such as compulsory tie-in sale or default check on web pages; ● Post-sales: insurance brokers shall establish archives management rules, properly maintain business archives, account books, business ledgers, personnel archives, client materials and audio-visual materials, electronic data, and other archive materials generated during traceability management.
Pursuant to these equity pledge agreements, each shareholder of our variable interest entities has pledged all of his or her equity interest in our variable interest entities to our PRC subsidiaries to guarantee the performance by such shareholder and our variable interest entities of their respective obligations under the exclusive business cooperation agreements, the power of attorney, the exclusive option agreements, and any amendment, supplement or restatement to such agreements.
Pursuant to these equity pledge agreements, each shareholder of our variable interest entities had pledged all of his or her equity interest in our VIEs to our PRC subsidiaries to guarantee the performance by such shareholder and our VIEs of their respective obligations under the exclusive business cooperation agreements, the power of attorney, the exclusive option agreements, and any amendment, supplement or restatement to such agreements.
Pursuant to these agreements, our PRC subsidiaries or their designated parties have the exclusive right to provide our variable interest entities with comprehensive business support, technical support and consulting services. Without our PRC subsidiaries’ prior written consent, our variable interest entities shall not accept any consulting and/or services covered by these agreements from any third party.
Pursuant to these agreements, our PRC subsidiaries or their designated parties had the exclusive right to provide our VIEs with comprehensive business support, technical support and consulting services. Without our PRC subsidiaries’ prior written consent, our variable interest entities shall not accept any consulting and/or services covered by these agreements from any third party.
Through a series of powers of attorney, each shareholder of our variable interest entities irrevocably authorizes our PRC subsidiaries or any person(s) designated by our PRC subsidiaries to act as its attorney-in-fact to exercise all of such shareholder’s voting and other rights associated with the shareholder’s equity interest in our variable interest entities, including but not limited to the right to attend shareholder meetings on behalf of such shareholder, the right to appoint legal representatives, directors, supervisors and chief executive officers and other senior management, and the right to sell, transfer, pledge and dispose of all or a portion of the shares held by such shareholder.
Through a series of powers of attorney, each shareholder of our VIEs irrevocably authorized our PRC subsidiaries or any person(s) designated by our PRC subsidiaries to act as its attorney-in-fact to exercise all of such shareholder’s voting and other rights associated with the shareholder’s equity interest in our VIEs, including but not limited to the right to attend shareholder meetings on behalf of such shareholder, the right to appoint legal representatives, directors, supervisors and chief executive officers and other senior management, and the right to sell, transfer, pledge and dispose of all or a portion of the shares held by such shareholder.
Without our PRC subsidiaries’ prior written consent, our variable interest entities shall not, among other things, amend their articles of association, increase or decrease the registered capital, sell, dispose of or set any encumbrance on their assets, business or revenue, enter into any material contract outside the ordinary course of business, merge with any other persons, make any investments or distribute dividends.
Without our PRC subsidiaries’ prior written consent, our VIEs shall not, among other things, amend their articles of association, increase or decrease the registered capital, sell, dispose of or set any encumbrance on their assets, business or revenue, enter into any material contract outside the ordinary course of business, merge with any other persons, make any investments or distribute dividends.
Minheng, a subsidiary of one of our variable interest entities, is qualified to conduct our commercial factoring business. Regulations Relating to Financing Guarantee The State Council promulgated the Regulations on the Administration of Financing Guarantee Companies, or the Financing Guarantee Rules, effective as of October 1, 2017.
Minheng, a subsidiary of one of our former variable interest entities, is qualified to conduct our commercial historically engaged factoring business. Regulations Relating to Financing Guarantee The State Council promulgated the Regulations on the Administration of Financing Guarantee Companies, or the Financing Guarantee Rules, effective as of October 1, 2017.
Unless our PRC subsidiaries terminate these agreements or pursuant to other provisions of these agreements, these agreements will remain effective for ten years. These agreements can be terminated by our PRC subsidiaries with 30 days’ advance written notice, our variable interest entities have no right to unilaterally terminate these agreements, subject to certain exceptions.
Unless our PRC subsidiaries terminate these agreements or pursuant to other provisions of these agreements, these agreements will remain effective for ten years. These agreements can be terminated by our PRC subsidiaries with 30 days’ advance written notice, our VIEs have no right to unilaterally terminate these agreements, subject to certain exceptions.
If our variable interest entities or any of their shareholders breach any obligations under these agreements, our PRC subsidiaries, as pledgee, will be entitled to dispose of the pledged equity and have priority to be compensated by the proceeds from the disposal of the pledged equity.
If our VIEs or any of their shareholders breach any obligations under these agreements, our PRC subsidiaries, as pledgee, will be entitled to dispose of the pledged equity and have priority to be compensated by the proceeds from the disposal of the pledged equity.
Each of the shareholders of our variable interest entities agrees that before his or her obligations under the contractual arrangements are discharged, he or she will not dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests which may result in the change of the pledged equity that may have adverse effects on the pledgee’s rights under these agreements without the prior written consent of our PRC subsidiaries.
Each of the shareholders of our VIEs agreed that before his or her obligations under the contractual arrangements are discharged, he or she will not dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests which may result in the change of the pledged equity that may have adverse effects on the pledgee’s rights under these agreements without the prior written consent of our PRC subsidiaries.
Agreements that Provide Us with Effective Control over Our Variable Interest Entities Power of Attorney .
Agreements that Provided Us with Effective Control over Our Variable Interest Entities Power of Attorney .
These equity pledge agreements will remain effective until our variable interest entities and their shareholders discharge all their obligations under the contractual arrangements, except that the equity pledge under (i) the equity pledge agreement entered into by and among Aixin Beijing, Beijing Hongdian and Beijing Hongdian’s shareholders,(ii) the equity pledge agreement entered among Aixin Beijing, Xinshun Dingye and Xinshun Dingye’s shareholders and (iii) the equity pledge agreement entered among Aixin Beijing, Beijing Jinke and Beijing Jinke’s shareholders, would not be deemed validly created until it is registered with the competent government authorities.
These equity pledge agreements will remain effective until our VIEs and their shareholders discharge all their obligations under the contractual arrangements, except that the equity pledge under (i) the equity pledge agreement entered into by and among Aixin Beijing, Beijing Hongdian and Beijing Hongdian’s shareholders, and (ii) the equity pledge agreement entered among Aixin Beijing, Xinshun Dingye and Xinshun Dingye’s shareholders, would not be deemed validly created until it is registered with the competent government authorities.
The shareholders of our variable interest entities also undertake that they will not transfer, gift or otherwise dispose of their respective equity interests in our variable interest entities to any third party or create or allow any encumbrance on their equity interests within the term of these agreements.
The shareholders of our VIEs also undertook that they would not transfer, gift or otherwise dispose of their respective equity interests in our variable interest entities to any third party or create or allow any encumbrance on their equity interests within the term of these agreements.
Our variable interest entities agree to pay service fees based on services provided and their commercial value on a quarterly basis or other service fees for specific services as required and as otherwise agreed by both parties. Our PRC subsidiaries own the intellectual property rights arising out of the services performed under these agreements.
Our VIEs agreed to pay service fees based on services provided and their commercial value on a quarterly basis or other service fees for specific services as required and as otherwise agreed by both parties. Our PRC subsidiaries owned the intellectual property rights arising out of the services performed under these agreements.
Pursuant to these exclusive option agreements, the shareholders of our variable interest entities have irrevocably granted our PRC subsidiaries or any third party designated by our PRC subsidiaries an exclusive option to purchase all or part of their respective equity interests in our variable interest entities.
Pursuant to these exclusive option agreements, the shareholders of our VIEs had irrevocably granted our PRC subsidiaries or any third party designated by our PRC subsidiaries an exclusive option to purchase all or part of their respective equity interests in our VIEs.
Agreements that Provide Us with the Option to Purchase the Equity Interest in Our Variable Interest Entities Exclusive Option Agreements . Our PRC subsidiaries have entered into exclusive option agreements with our variable interest entities and their respective shareholders.
Agreements that Provided Us with the Option to Purchase the Equity Interest in Our VIEs Exclusive Option Agreements . Our PRC subsidiaries had entered into exclusive option agreements with our variable interest entities and their respective shareholders.
An insurance broker established in Mainland China must meet the qualification requirements specified by the CBIRC and obtain a license from the CBIRC or its local branches to operate insurance brokerage business. 86 Table of Contents On March 12, 2002, the Circular of China Insurance Regulatory Commission on Distributing the Contents Related to Insurance Industry in the Legal Documents of China’s Accession to WTO, or the Circular 12, became effective and provided that foreign shareholders of a Chinese insurance broker shall (i) be foreign insurance brokers with more than 30 years of experience in establishing commercial institutions in WTO member countries; (ii) have established a representative office in Mainland China for two successive years; and (iii) have total assets of more than US$200 million at the end of the year preceding the investment application in a Chinese brokerage business.
On March 12, 2002, the Circular of China Insurance Regulatory Commission on Distributing the Contents Related to Insurance Industry in the Legal Documents of China’s Accession to WTO, or the Circular 14, became effective and provided that foreign shareholders of a Chinese insurance broker shall (i) be foreign insurance brokers with more than 30 years of experience in establishing commercial institutions in WTO member countries; (ii) have established a representative office in mainland China for two successive years; and (iii) have total assets of more than US$200 million at the end of the year preceding the investment application in a Chinese brokerage business.
The subsidiary of one of our variable interest entities, Beijing Myfin, has obtained a license for insurance brokerage from the Beijing Bureau of the CBIRC and is thus qualified to conduct an insurance brokerage business within the territory of the PRC.
The subsidiary of one of our former variable interest entities, Beijing Myfin, has obtained a license for insurance brokerage from the Beijing Bureau of the CBIRC and is thus qualified to conduct an insurance brokerage business within the territory of the PRC. Such license will remain valid until June 2028.
Data Privacy and Security We have access to a large amount of data and personal information of our end users. We also have access to certain operating and other data of our financial and business partners.
Data Privacy and Security Under our historical financial solution business, we have access to a large amount of data and personal information of our end users and certain operating and other data of our financial and business partners. Currently, we have access to operating data of merchants.
Moreover, the Recommendation Circular sets different rectification timelines for institutions with and without fund investment advisory licenses. 88 Table of Contents On February 17, 2023, the CSRC and the PBOC jointly issued Interim Provisions on the Regulation of Important Money Market Funds, effective on May 16, 2023, which requires fund sales agencies shall establish a risk reserve mechanism for important money market funds, under which the ratio of risk reserve set aside from the total sales revenue of important money market funds shall not be less than 20%, and it may be discontinued when the balance of the risk reserve reaches 0.25% of the sales volume of the important money market fund at the end of the previous quarter.
On February 17, 2023, the CSRC and the PBOC jointly issued Interim Provisions on the Regulation of Important Money Market Funds, effective on May 16, 2023, which requires fund sales agencies shall establish a risk reserve mechanism for important money market funds, under which the ratio of risk reserve set aside from the total sales revenue of important money market funds shall not be less than 20%, and it may be discontinued when the balance of the risk reserve reaches 0.25% of the sales volume of the important money market fund at the end of the previous quarter.
The following is a summary of the currently effective contractual arrangements between our PRC subsidiaries, our variable interest entities and their shareholders. Agreements that Allow Us to Receive Economic Benefits from Our Variable Interest Entities Exclusive Business Cooperation Agreements . Our PRC subsidiaries entered into exclusive business cooperation agreements with each of our variable interest entities.
The following is a summary of the historical contractual arrangements between our former PRC subsidiaries, our former VIEs and their shareholders. 61 Table of Contents Agreements that Allowed Us to Receive Economic Benefits from Our Variable Interest Entities Exclusive Business Cooperation Agreements . Our PRC subsidiaries entered into exclusive business cooperation agreements with each of our VIEs .
This microfinance license was updated in January 2025 and remains valid until August 2025. Regulations Relating to Insurance Brokerage The primary regulation governing insurance intermediary services is the PRC Insurance Law, originally enacted in 1995 and revised in 2015.
This microfinance license was updated in September 18,2025 and remains valid until September 17,2026. 51 Table of Contents Regulations Relating to Insurance Brokerage The primary regulation governing insurance intermediary services is the PRC Insurance Law, originally enacted in 1995 and revised in 2015.
We currently conduct our business through our variable interest entities and their subsidiaries based on these contractual arrangements, which allow us to: ● exercise effective control over our variable interest entities and their subsidiaries; ● receive substantially all of the economic benefits from our variable interest entities and their subsidiaries; and ● have an exclusive option to purchase all or part of the equity interests in our variable interest entities and when and to the extent permitted by PRC law.
Historically, the contractual arrangements with the VIEs allowed us to: ● exercise effective control over our variable interest entities and their subsidiaries; ● receive substantially all of the economic benefits from our variable interest entities and their subsidiaries; and ● have an exclusive option to purchase all or part of the equity interests in our variable interest entities and when and to the extent permitted by PRC law.
The power of attorney is irrevocable and remains in force continuously upon execution. 110 Table of Contents Equity Pledge Agreement . Our PRC subsidiaries have entered into an equity pledge agreement with each shareholder of our variable interest entities.
The power of attorney is irrevocable and remains in force continuously upon execution. Equity Pledge Agreement . Our PRC subsidiaries had entered into an equity pledge agreement with each shareholder of our VIEs .
We intend to protect our technology and proprietary rights vigorously, but there can be no assurance that our efforts will be successful in every circumstance. Even successful efforts to defend our rights, including resorting to litigation, may incur significant costs.
As of the date of this annual report, we had three trademarks and eighteen copyrights. We intend to protect our technology and proprietary rights vigorously, but there can be no assurance that our efforts will be successful in every circumstance. Even successful efforts to defend our rights, including resorting to litigation, may incur significant costs.
As a result of these contractual arrangements, we have become the primary beneficiary of our variable interest entities under U.S. GAAP. We have consolidated the financial results of our variable interest entities and their subsidiaries in our consolidated financial statements in accordance with U.S. GAAP.
As a result of these contractual arrangements, we had become the primary beneficiary of our VIEs under U.S. GAAP until our disposal of equity interests in Romantic Park. We have consolidated the financial results of our variable interest entities and their subsidiaries in our consolidated financial statements in accordance with U.S. GAAP up to and including October 2025.
Such license will remain valid until June 2025. 87 Table of Contents Regulations Relating to Fund Sales Business The Law on Securities Investment Funds, originally promulgated in 2003 and amended in 2015, sets forth the principal requirements applicable to fund service institutions, including fund sales institutions.
Regulations Relating to Fund Sales Business The Law on Securities Investment Funds, originally promulgated in 2003 and amended in 2015, sets forth the principal requirements applicable to fund service institutions, including fund sales institutions.
Risk Factors—Risks Relating to Our Business—We may be required to obtain value-added telecommunication service licenses by the PRC regulatory authorities.” Regulations Relating to Loan Interest The Civil Code of PRC, which was promulgated by the National People’s Congress in May 2020 and became effective in January 2021, requires that the interest rates charged under a loan agreement must not violate applicable provisions of the PRC laws and regulations.
Regulations Relating to Loan Interest The Civil Code of PRC, which was promulgated by the National People’s Congress in May 2020 and became effective in January 2021, requires that the interest rates charged under a loan agreement must not violate applicable provisions of the PRC laws and regulations.
We currently plan to focus on offering of comprehensive technology-based credit services and solutions to SMEs. 65 Table of Contents On December 9, 2021, we received notification from Nasdaq Listing Qualifications that we are not in compliance with the minimum bid price requirement set forth in Listing Rules for continued listing on the Nasdaq Stock Exchange as the closing price of our ADSs have been less than US$1.00 over a consecutive 30-trading-day period (the “Minimum Bid Price Requirement”).
On October 24, 2018, our ADSs commenced trading on the Nasdaq Global Market under the symbol “PT.” On December 9, 2021, we received notification from Nasdaq Listing Qualifications that we are not in compliance with the minimum bid price requirement set forth in Listing Rules for continued listing on the Nasdaq Stock Exchange as the closing price of our ADSs have been less than US$1.00 over a consecutive 30-trading-day period (the “Minimum Bid Price Requirement”).
In accordance with the Provisions on Several Issues Concerning Laws Applicable to Trials of Private Lending Cases issued by the Supreme People’s Court in August 2015 and effective in September 2015, or the 2015 Private Lending Judicial Interpretations, agreements between a lender and a borrower on loans with annual interest rates below 24% are valid and enforceable.
In addition, under the Civil Code of PRC, the interest shall not be deducted from the proceeds of the loan in advance; and if the interest is deducted from the proceeds in advance, the loan shall be repaid and the interest shall be calculated based on the actual loan amount. 54 Table of Contents In accordance with the Provisions on Several Issues Concerning Laws Applicable to Trials of Private Lending Cases issued by the Supreme People’s Court in August 2015 and effective in September 2015, or the 2015 Private Lending Judicial Interpretations, agreements between a lender and a borrower on loans with annual interest rates below 24% are valid and enforceable.
The purchase price of equity interests in our variable interest entities will be the lower of RMB1.00 per share or the lowest price permitted by law. The purchase price of assets in our variable interest entities will be the lower of the book value of the asset or the lowest price permitted by law.
The purchase price of assets in our VIEs will be the lower of the book value of the asset or the lowest price permitted by law.
In December 2017, the National Internet Finance Rectification Office and the National Online Lending Rectification Office jointly issued the Circular 141, outlining the general features and the principal requirements on “cash loan” businesses conducted by internet micro finance companies, banking financial institutions and online lending information intermediaries.
Regulations Relating to Cooperation with Institutional Funding Partners The PRC laws and regulations governing our cooperation with institutional funding partners are developing and evolving. 55 Table of Contents In December 2017, the National Internet Finance Rectification Office and the National Online Lending Rectification Office jointly issued the Circular 141, outlining the general features and the principal requirements on “cash loan” businesses conducted by internet micro finance companies, banking financial institutions and online lending information intermediaries.
We are a Cayman Islands company and our PRC subsidiaries are considered foreign-invested enterprises. To comply with PRC laws and regulations, we have entered into a series of contractual arrangements, through our PRC subsidiaries, with our variable interest entities and the shareholders of our variable interest entities to obtain effective control over our variable interest entities and their subsidiaries.
To comply with PRC laws and regulations, we entered into a series of contractual arrangements, through our former PRC subsidiaries, with our former VIEs and the shareholders of our former VIEs to obtain effective control over our former VIEs and their subsidiaries.
If the annual interest rate of a private loan is higher than 36%, the obligations to pay interest payment in excess of the maximum interest rate allowed will be invalidated. 90 Table of Contents In December 2020, the Supreme People’s Court issued the Decision on Amending the Provisions of the Supreme People’s Court on Several Issues the Application of Law in the Trial of Private Lending Cases (second revisions in the year of 2020), or the Private Lending Judicial Interpretation Amendment, which amended several provisions of the 2015 Private Lending Judicial Interpretation including the upper limit of judicial protection for private lending interest rates.
In December 2020, the Supreme People’s Court issued the Decision on Amending the Provisions of the Supreme People’s Court on Several Issues the Application of Law in the Trial of Private Lending Cases (second revisions in the year of 2020), or the Private Lending Judicial Interpretation Amendment, which amended several provisions of the 2015 Private Lending Judicial Interpretation including the upper limit of judicial protection for private lending interest rates.
All information filed with the SEC can be obtained over the internet at the SEC’s website at www.sec.gov or inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. 66 Table of Contents B.
All information filed with the SEC can be obtained over the internet at the SEC’s website at www.sec.gov or inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. B. Business Overview Overview We are a Nasdaq-listed group providing merchant digitalization and commerce-enablement solutions to small and medium enterprises (“SME”).
In March 2022, Jiangxi Financial Service Office promulgated Measures for the Supervision and Administration of Microfinance Companies in Jiangxi Province, to impose the management duties upon the relevant regulatory authorities and to specify more detailed requirements on the microfinance companies, in accordance with which, among other requirements, (i) the microfinance companies are prohibited from engaging in deposit taking activities from the public and illegal fund-raising; (ii) the modification of certain company registration issues shall be subject to the approval by the relevant regulatory authorities; and (iii) the registered capital of a microfinance company shall not be less than RMB30 million, while the registered capital of a microfinance company applying for carrying out small loan businesses or establishing branches outside the place of registration (only within the administrative region of Jiangxi Province) shall not be less than RMB50 million.
In January 2026, Jiangxi Local Financial Regulatory Administration promulgated Implementation Rules for the Supervision and Administration of Microfinance Companies in Jiangxi Province, to impose the management duties upon the relevant regulatory authorities and to specify more detailed requirements on the microfinance companies, in accordance with which, among other requirements, (i) the microfinance companies are prohibited from engaging in deposit taking activities from the public and illegal fund-raising and (ii) the modification of certain company registration issues shall be subject to the approval by the relevant regulatory authorities.
In addition, our variable interest entities have irrevocably granted our PRC subsidiaries or any third party designated by our PRC subsidiaries an exclusive option to purchase all or part of their respective assets in our variable interest entities.
In addition, our VIEs have irrevocably granted our PRC subsidiaries or any third party designated by our PRC subsidiaries an exclusive option to purchase all or part of their respective assets in our VIEs. The purchase price of equity interests in our VIEs will be the lower of RMB1.00 per share or the lowest price permitted by law.
Our registered office in the Cayman Islands is located at the offices of International Corporation Services Ltd., P.O. Box 472, Harbour Place, 2nd Floor, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands. Our agent for service of process in the United States is Puglisi & Associates, located at 850 Library Avenue, Suite 204, Newark, Delaware 19711.
Our telephone number at this address is +852 5649 4870. Our registered office in the Cayman Islands is located at the offices of International Corporation Services Ltd., P.O. Box 472, Harbour Place, North Wing, 2nd Floor, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands.
The calculation based on compound interest is equivalent to that of the internal rate of return, and the simple-interest approach should be specified as such. 91 Table of Contents Regulations Relating to Cooperation with Institutional Funding Partners The PRC laws and regulations governing our cooperation with institutional funding partners are developing and evolving.
The calculation based on compound interest is equivalent to that of the internal rate of return, and the simple-interest approach should be specified as such.
Intellectual Property We seek to protect our proprietary technology, including our risk management technologies and technology infrastructure, through a combination of patent, copyright, trademark and trade secret laws and restrictions on disclosure by confidentiality and non-compete agreements. We have registered 48 copyrights with the PRC National Copyright Administration.
Intellectual Property We seek to protect our proprietary technology, including our technology infrastructure, through a combination of patent, copyright, trademark and trade secret laws and restrictions on disclosure by confidentiality and non-compete agreements. We have eight registered domain names that are currently used in our business and operations, including j-friends.com and ziitech.com.au .
We do not charge any interest fees to customers who select a one-month loan term for our point-of-sale installment loans and these loans are excluded from the calculation of weighted average APR for point-of-sale installment loans. 70 Table of Contents International Installment Loan Solutions Based on our big data and AI-driven risk control modeling capabilities, we can automatically perform credit worthiness assessment, bank flow analysis and process real-time payment, providing our customers with more efficient and lower cost digital credit services and further the advancement of financial inclusion.
Based on our big data and AI-driven risk control modeling capabilities, we could automatically perform credit worthiness assessment, bank flow analysis and process real-time payment, providing our customers with more efficient and lower cost digital credit services and further the advancement of financial inclusion.
In addition, the securities regulatory bureau of Beijing has issued the Circular of Regulating Fund Investment Recommendation Activities, or the Recommendation Circular, in 2021, which requires that a fund sales agency shall not provide any investment recommendations for fund portfolio strategies without the fund investment advisory licenses.
Internet asset management platforms are not allowed to publicly raise funds through “directed commission plans”, “directed financing plans”, “wealth management plans”, “asset management plans”, “credit asset transfers” or similar products, or to act as an agent for any types of trading exchanges to sell asset management products. 53 Table of Contents In addition, the securities regulatory bureau of Beijing has issued the Circular of Regulating Fund Investment Recommendation Activities, or the Recommendation Circular, in 2021, which requires that a fund sales agency shall not provide any investment recommendations for fund portfolio strategies without the fund investment advisory licenses.
Where a contract is signed in person, the lender shall make audio and video recordings of the signing process and properly keep the relevant videos. We engage in microfinance businesses through a subsidiary in Ganzhou, Jiangxi Province, namely Ganzhou Aixin Micro Finance, which has obtained a microfinance license from the relevant local government authority.
We historically engaged in microfinance businesses through a former subsidiary in Ganzhou, Jiangxi Province, namely Ganzhou Aixin Micro Finance, which has obtained a microfinance license from the relevant local government authority.
On May 13, 2022, we approved the deconsolidation of Pintec Australia Pty Ltd (“Pintec Australia”) through the disposal of its 100% equity interest. On October 26, 2022, we received notified notification from Nasdaq Listing Qualifications we are not in compliance with the Minimum Bid Price Requirement.
On October 26, 2022, we received notified notification from Nasdaq Listing Qualifications we are not in compliance with the Minimum Bid Price Requirement. On April 10, 2023, Nasdaq confirmed we regained compliance with the Minimum Bid Price Requirement.
We provide value-added telecommunication services, which is an industry in the restricted category pursuant to the Negative List (2024 version), through our consolidated variable interest entities. Regulations Relating to Microfinance Industry As of the date of this annual report, there is no nationwide administrative regulatory authority for the microfinance industry at national level.
PRC Regulations Relating to Microfinance Industry As of the date of this annual report, there is no nationwide administrative regulatory authority for the microfinance industry at national level.
Risk Factors—Risks Related to Our Business—We may not be able to prevent others from making unauthorized use of our intellectual property, which could harm our business and competitive position” and “—We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.” Insurance We provide social security insurance, including pension insurance, unemployment insurance, work-related injury insurance and medical insurance, for our PRC-based employees.
Risk Factors—Risks Related to Our Business—We may not be able to prevent others from making unauthorized use of our intellectual property, which could harm our business and competitive position” and “—We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.” Regulations This section sets forth a summary of the most significant laws, rules and regulations that affect our business activities in the PRC and Australia and our shareholders’ rights to receive dividends and other distributions from us.
These agreements will remain effective for ten years and will be extended at the sole discretion of our PRC subsidiaries.
These agreements will remain effective for ten years and will be extended at the sole discretion of our PRC subsidiaries. In the opinion of Shihui Partners, our PRC counsel, our historically VIE structure, did not result in any violation of the applicable PRC laws or regulations in the past in effect. 62 Table of Contents D.
Our holding company in the Cayman Islands, Pintec Technology Holdings Limited, was incorporated in March 2017. We have been operating our financing solutions business separately from Jimu Group’s peer-to-peer funding business since June 2015, and we have been operating our company substantially as a stand-alone company since September 2016.
History and Development of the Company Our holding company in the Cayman Islands, J and Friends Holdings Limited, formerly known as Pintec Technology Holdings Limited, was incorporated in March 2017, since when we had been operating financing solutions business in the PRC, until our disposal of equity interests in Romantic Park In November 2025.
We believe that, along with our efforts in enriching Myfin’s key features and use cases, our insurance solutions will continue to grow substantially in 2025. We operate Myfin through our variable interest entity Beijing Myfin, a subsidiary of which possesses an insurance brokerage license.
We launched our Myfin solution in July 2016. Myfin enable d our partners to offer and distribute insurance products to our users . We operate Myfin through our former VIE Beijing Myfin, a subsidiary of which possesses an insurance brokerage license. ● Business Installment Loan Solutions .
Removed
Item 4. Information on the Company A. History and Development of the Company We commenced our business in June 2015 as a business unit within our predecessor, Jimu Holdings Limited, formerly known as Pintec Holdings Limited, which is a British Virgin Islands holding company. Our predecessor had launched a peer-to-peer lending business in July 2012.
Added
In September 2025, we acquired a 25.0% ordinary shareholding in ZIITECH in exchange for the issuance of 83,726,789 Class A ordinary shares to the transferors.
Removed
We refer to this business as the Jimu business. Beginning in 2015, our predecessor started to diversify its business by offering various lending and wealth management solutions to business partners, financial partners and end users.
Added
In connection with the acquisition, we entered into a shareholders’ agreement with ZIITECH and its other shareholders, pursuant to which we are entitled to appoint two-thirds of the directors to the board of ZIITECH and have a substantive veto right over matters requiring shareholder resolutions.
Removed
It launched Dumiao, our lending solutions platform, in June 2015 and commenced a wealth management business by launching the Hongdian platform in September 2015 and the Polaris platform in June 2016.
Added
As these rights give us the ability to direct the most significant financial and operating activities of ZIITECH, we obtained control of ZIITECH for U.S.
Removed
In 2016, in order to focus on developing an independent technology platform that enables financial services as its core competency, the shareholders initiated a restructuring and reorganization of Pintec Holdings Limited by separating our business and the Jimu business and consolidating them into separate entities.
Added
GAAP purposes upon the effectiveness of the shareholders’ agreement and began consolidating ZIITECH’s financial statements from September 3, 2025. ​ 35 Table of Contents In November 2025, we entered into a Share Transfer Agreement to dispose of our equity interests in Romantic Park, a Cayman Islands entity indirectly holding the entire equity interest in the former WFOEs.
Removed
However, Jimu Group has been a significant financial partner of ours and we collaborate with Jimu Group to provide services to end users of the platform until 2020.
Added
This disposal also resulted in the divestment of all of our former WFOEs and VIEs, which previously conducted our operations in mainland China. Accordingly, as of the date of this annual report, we no longer maintain any revenue-generating operations in mainland China.
Removed
In December 2017, we entered into a share purchase agreement, a shareholders agreement and other transaction documents with the existing shareholders of our predecessor to issue and distribute our shares to them in proportion to our predecessor’s then shareholding structure.
Added
On January 8, 2026, we passed a special resolution at an extraordinary general meeting of shareholders to change our name to “J and Friends Holdings Limited.” Effective upon January 16, 2026, our ADSs began trading under the new name “J and Friends Holdings Limited” and new ticker symbol “JF.” Our principal executive offices are located at Room 02/a, 7/F, A T Tower, 180 Electric Road North Point, Hong Kong.
Removed
We also entered into agreements with Jimu Group that set forth provisions relating to the transfer of assets between us and Jimu Group, change of employment relationships and the restructuring and reorganization of our and Jimu Group’s subsidiaries and variable interest entities in Mainland China. Our pre-IPO reorganization was completed in March 2018.
Added
Our agent for service of process in the United States is Puglisi & Associates, located at 850 Library Avenue, Suite 204, Newark, Delaware 19711.
Removed
On October 24, 2018, our ADSs commenced trading on the Nasdaq Global Market under the symbol “PT.” We raised approximately US$40.7 million in net proceeds from our initial public offering, after deducting underwriting commissions and the offering expenses payable by us, including the net proceeds we received from the underwriters’ partial exercise of their over-allotment option.
Added
Our solutions feature critical functionality that SMEs need to engage with consumers, manage their operations, accept payments, and grow their business. Such solutions empower single- and multi-location retailers, restaurants and other SMEs to compete successfully in an omni-channel market environment by engaging with consumers across online, mobile, and physical channels. Substantially all of our current operations are conducted in Australia.
Removed
In December 2018, we established Pintec Solutions Pte. Ltd. in Singapore as the headquarters for our international business expansion. We also acquired Anxunying (Tianjin) Commercial Factoring Co., Ltd. from Jimu Group in the same month, which was disposed of in May 2023. We acquired control of Beijing Xinshun Dingye Technology Co., Ltd. (“Xinshun Dingye”), in January 2019.
Added
We plan to expand globally through a combination of organic growth, selective international scaling and strategic initiatives, including white-label cooperation in certain markets and acquisition-driven growth. Our Merchant Digitalization and Commerce-Enablement Solutions We currently offer three types of solutions that catering to SMEs’ evolving commerce needs: food and beverage (“F&B”) solution, retail solution, and payment solution.
Removed
Xinshun Dingye became the major shareholder of Beijing Hongdian in January 2019. Xinshun Dingye is one of our variable interests entities and has executed new variable interest entity agreements with Beijing Hongdian.
Added
We deliver these solutions through modular components that can be seamlessly integrated with third-party systems and service providers through APIs and other integration tools. Our customers and counterparties may adopt our solutions on a standalone basis or as bundled offerings, enabling them to leverage our capabilities while focusing on their core businesses.
Removed
In February 2019, we established Pintec Digital Technology (Beijing) Co., Ltd. to provide SaaS solutions to institutions, including financial institutions. 64 Table of Contents In March 2019, we purchased 100% of the equity of Ganzhou Aixin Micro Finance from Jimu Group, which holds a license to operate a small loan business.
Added
F&B Solution Our F&B solution enables restaurants, cafés and other hospitality merchants to digitize core front-of-house and back-of-house workflows, including order intake, menu management, kitchen coordination and store-level reporting, while supporting omni-channel operations across dine-in, takeaway and online ordering.
Removed
In April 2019, we acquired Infrarisk Pty Limited, an Australia-based SaaS company providing systems to lenders for managing the credit risk origination process. In May 2019, we established Pintec Yunke (Ganzhou) Information Technology Co., Ltd. for the purpose of providing information services to institutions, including financial institutions.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

48 edited+48 added−226 removed9 unchanged
We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure. Adjusted operating expenses represents total operating expenses before share-based compensation expense. Adjusted net loss represents net loss before share-based compensation expenses.
We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure. Adjusted operating expenses represent total operating expenses before share-based compensation expense. Adjusted net loss represents net loss before share-based compensation expenses.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2024 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2025 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
The management determines there are no critical accounting estimates. When reading our financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. Our critical accounting policies and practices include revenue recognition.
The management determines there are no critical accounting estimates. When reading our financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions.
Research and Development, Patents and Licenses, etc. See “Item 4. Information on the Company—B. Business Overview—Technology” and “Item 4. Information on the Company—B. Business Overview—Intellectual Property.” 128 Table of Contents D.
C. Research and Development, Patents and Licenses, etc. See “Item 4. Information on the Company—B. Business Overview—Technology” and “Item 4. Information on the Company—B. Business Overview—Intellectual Property.” D.
We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations.
However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the assets or liabilities in the future. 73 Table of Contents We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations.
Dividends paid by our wholly foreign-owned subsidiaries in China to our intermediary holding companies in Hong Kong will be subject to a withholding tax rate of 10%, unless they qualify for a special exemption.
Dividends paid by our wholly foreign-owned subsidiaries in China to our intermediary holding companies in Hong Kong will be subject to a withholding tax rate of 10%, unless they qualify for a special exemption. Inflation Inflationary factors such as increases in costs may adversely affect our results of operations.
Our cash and cash equivalents consist of cash on hand and time deposits, held in deposit accounts with banks that are highly liquid and have original maturities of three months or less and are unrestricted as to withdrawal or use. As of December 31, 2024, we had RMB64.1 million (US$8.8 million) in financing receivables, net.
Our cash and cash equivalents consist of cash on hand and time deposits, held in deposit accounts with banks that are highly liquid and have original maturities of three months or less and are unrestricted as to withdrawal or use.
Net Loss We recorded net loss of RMB81.3 million and RMB14.8 million (US$2.0 million) in the year ended December 31, 2023 and 2024, as a result of the above.
Net Loss from continuing operations We recorded net loss from continuing operations of US$5.7 million and US$0.3 million in the year ended December 31, 2023 and 2024, as a result of the above.
Payments of dividends by our Hong Kong subsidiaries to us are therefore not subject to withholding tax in Hong Kong. 124 Table of Contents PRC Our PRC subsidiaries and our variable interest entities, which are considered PRC resident enterprises under PRC tax law, are subject to enterprise income tax on their worldwide taxable income as determined under PRC tax laws and accounting standards at a rate of 25%.
PRC Our PRC subsidiaries and our former variable interest entities, which are considered PRC resident enterprises under PRC tax law, are subject to enterprise income tax on their worldwide taxable income as determined under PRC tax laws and accounting standards at a rate of 25%.
See “Note 2 — Summary of Significant Accounting Policies” to our financial statements for the disclosure of these accounting policies. Item 6. Directors, Senior Management and Employees A.
See “Note 2 — Summary of Significant Accounting Policies” to our financial statements for the disclosure of these accounting policies.
Taxation Cayman Islands We are not subject to income or capital gains tax under the current laws of the Cayman Islands. There are no other taxes likely to be material to us levied by the government of the Cayman Islands.
There are no other taxes likely to be material to us levied by the government of the Cayman Islands. British Virgin Islands Our subsidiary incorporated in the British Virgin Islands is not subject to income or capital gains tax under the current laws of the British Virgin Islands. The British Virgin Islands do not impose a withholding tax on dividends.
In 2024, we had net cash used in operating activities of RMB14.9 million (US$2.0 million). Our operating results for future periods are subject to numerous uncertainties and it is uncertain if we will be able to reduce or eliminate our net losses for the foreseeable future. These conditions raise substantial doubt about our ability to continue as a going concern.
In 2025, we had net cash provided by operating activities of US$0.1 million. Our operating results for future periods are subject to numerous uncertainties and it is uncertain if we will be able to reduce or eliminate our net losses for the foreseeable future.
Net cash used in financing activities for the year ended December 31, 2023 was RMB257.4 million, consisting primarily of RMB239.6 million in repayment of long-term loan and RMB45.6 in repayment of convertible loan, offset by RMB27.8 million proceeds received from issuance of ordinary shares.
Net cash used in financing activities for the year ended December 31, 2023 was US$36.3 million, all of which was from continuing operations, mainly consisting of US$33.9 million in repayment of short-term and long-term borrowings and US$6.4 million in repayment of convertible loans; offset by US$4.0 million in proceeds from issuance of ordinary shares.
Although we have not been materially affected by inflation in the past, we may be affected by higher rates of inflation in China in the future. B.
Although we have not been materially affected by inflation in the past, we can provide no assurance that we will not be affected by higher rates of inflation in the countries and regions where we operate in the future. B.
The difference between our net loss and our net cash used in operating activities was primarily attributable to an increase of RMB4.8 million (US$0.7 million) in financing receivables, an increase of RMB2.9 million (US$0.4 million) in accounts receivable, a decrease of RMB1.1 million (US$0.1 million) in operating lease liabilities and a decrease of RMB1.9 million (US$0.3 million) in accrued expenses and other liabilities; offset by an increase of RMB3.5 million (US$0.5 million) in amounts due to related parties.
The difference between our net loss and our net cash used in operating activities was primarily attributable to a decrease of US$0.3 million in prepayments and other current assets and an increase of US$0.1 million in accrued expenses and other liabilities.
Sales and marketing expenses decreased by 3.7% from RMB19.6 million in the year ended December 31, 2023 to RMB18.9 million (US$2.6 million) in the year ended December 31, 2024.
Sales and marketing expenses increased from a reversal of expenses of US$0.2 million in the year ended December 31, 2023 to nil in the year ended December 31, 2024.
Research and development expenses. Research and development expenses increased by 1744.7% from RMB0.1 million in the year ended December 31, 2023 to RMB2.3 million (US$0.3 million) in the year ended December 31, 2024, primarily attributable to reversal of stock-based compensation expenses of RMB2.3 million (US$0.3 million) in 2023 while no reversal of share-based compensation in 2024.
Research and development expenses changed from a reversal of expenses of US$0.3 million in the year ended December 31, 2023 to nil in the year ended December 31, 2024.
Our gross margin increased in 2024 from 2023, primarily due to decreases in funding cost, data cost and insurance commission cost. Operating expenses Total operating expenses decreased by 35.2% from RMB56.2 million in the year ended December 31, 2023 to RMB36.4 million (US$5.0 million) in the year ended December 31, 2024. 121 Table of Contents Sales and marketing expenses.
Operating expenses Total operating expenses increased by 744.6% from US$0.3 million in the year ended December 31, 2024 to US$2.5 million in the year ended December 31, 2025. 68 Table of Contents Sales and marketing expenses.
Net cash provided by investing activities for the year ended December 31, 2023 was RMB35.3 million, mainly consisting RMB35.0 million proceeds from disposal of long-term investment.
Net cash provided by investing activities from continuing operations for the year ended December 31, 2024 was nil. 72 Table of Contents Net cash provided by investing activities for the year ended December 31, 2023 was US$5.0 million, consisting of net cash provided by investing activities from discontinued operations of US$5.0 million .
Hong Kong In accordance with the relevant tax laws and regulations of Hong Kong, a company registered in Hong Kong is subject to income taxes within Hong Kong at the applicable tax rate on taxable income.
Singapore Under the current law of Singapore, entities located in Singapore are subject to 17% statutory income tax rate with respect to the profit generated from Singapore, with 75% exemption on the first SGD10,000 of taxable income and further 50% exemption on the next SGD190,000 of taxable income. ​ 70 Table of Contents Hong Kong In accordance with the relevant tax laws and regulations of Hong Kong, a company registered in Hong Kong is subject to income taxes within Hong Kong at the applicable tax rate on taxable income.
In April 2025, we entered into an amendment to the Original Loan Agreement with such third party, extending the maturity date to September 30, 2027. We may require additional financing to continue our operations. We have obtained approval of certain lines of credit from third parties.
In April 2025, we entered into an amendment to the Original Loan Agreement with such third party, extending the maturity date to September 30, 2027. We may require additional financing to continue our operations. However, there can be no assurance that these plans and arrangements will be sufficient to fund our ongoing capital expenditures, working capital, and other requirements.
Net cash provided by operating activities for the year ended December 31, 2023 was RMB8.6 million, as compared to a net loss of RMB81.3 million adjusted by reversal of share-based compensation of RMB6.9 million, impairment loss of long-lived assets of RMB13.8 million, provision for credit loss of RMB6.6 million, loss from disposal of subsidiaries of RMB38.9 million and release of unrecognized tax position of RMB12.3 million.
Net cash used in operating activities from continuing operations for the year ended December 31, 2023 was US$0.9 million, as compared to a net loss from continuing operations of US$5.7 million adjusted by loss from disposal of subsidiaries of US$5.4 million and share-based compensation reversal of US$1.0 million.
We record and collect significant volumes of financing receivables primarily in connection with the point-of-sale installment loans that we facilitate. 127 Table of Contents Financing Activities Net cash provided by financing activities for the year ended December 31, 2024 was RMB1.8 million (US$0.3 million), consisting primarily of RMB1.8 million (US$0.3 million) in loan received from third parties.
Net cash provided by financing activities for the year ended December 31, 2024 was US$0.3 million, all of which was from continuing operations, mainly consisting of US$0.3 million in loan received from third parties.
Business Overview—Regulations—Regulations Related to Foreign Currency Exchange.” Operating Activities Net cash used in operating activities for the year ended December 31, 2024 was RMB14.9 million (US$2.0 million), as compared to a net loss of RMB14.8 million (US$2.0 million) adjusted by provision for credit loss of RMB4.8 million (US$0.7 million) and impairment loss of long-term assets of RMB1.4 million (US$0.2 million).
Net cash used in operating activities from continuing operations for the year ended December 31, 2025 was US$1.0 million, as compared to a net loss from continuing operations of US$0.7 million adjusted by depreciation and amortization of US$0.2 million.
This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report.
Results of Operations The following table sets forth a summary of our consolidated results of operations for the period indicated, both in absolute amounts and as percentages of our total revenues. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report.
As of December 31, 2024, we had total current liabilities of RMB493.3 million (US$67.6 million), primarily consisting of amounts due to Jimu Group of RMB302.9 million (US$41.5 million) and accrued expenses and other liabilities of RMB163.9 million (US$22.4 million).
As of December 31, 2025, we had total current liabilities of US$1.4 million, primarily consisting of accrued expenses and other liabilities of US$1.2 million.
Because we did not elect the preferential tax treatment, all of our subsidiaries registered in Hong Kong are subject to income tax at a rate of 16.5%. Our Hong Kong subsidiaries did not have assessable profits that were derived from Hong Kong during the years ended December 31, 2022, 2023 and 2024.
The Ordinance is effective from the year of assessment 2018-2019. Our Hong Kong subsidiary did not have assessable profits that were derived from Hong Kong during the years ended December 31, 2023, 2024 and 2025. Payments of dividends by our Hong Kong subsidiary to us are therefore not subject to withholding tax in Hong Kong.
Net Loss We had net loss of RMB81.3 million (US$11.5 million) in the year ended December 31, 2023 as a result of the above, as compared to a net loss of RMB196.6 million in the year ended December 31, 2022.
Net Loss We recorded net loss of US$2.1 million and US$1.5 million in the years ended December 31, 2024 and 2025, as a result of the above.
The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. See “Item 3.
We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. See “Item 3. Key Information—D.
Cost of revenues Cost of revenues decreased by 66.4% from RMB38.2 million in the year ended December 31, 2023 to RMB12.8 million (US$1.8 million) in the year ended December 31, 2024. Origination and servicing cost.
General and administrative expenses increased by 392.2% from US$0.3 million in the year ended December 31, 2024 to US$1.4 million in the year ended December 31, 2025.
Major Shareholders and Related Party Transactions—Transactions and Agreements with Jimu Group.” Investing Activities Net cash used in investing activities for the year ended December 31, 2024 was RMB0.1 million (US$11 thousand), mainly consisting of RMB0.1 million (US$0.01 million) purchase of property, equipment and software.
Net cash provided by investing activities from continuing operations for the year ended December 31, 2025 mainly consisted of US$0.2 million net cash inflow from acquisition of ZIITECH. Net cash used in investing activities for the year ended December 31, 2024 was US$0.01 million, consisting of net cash used in investing activities from discontinued operations of US$11 thousand.
This decrease was primarily attributable to (i) the decrease of RMB1.9 million (US$0.3 million) in promotion expense; (ii) the decrease of RMB0.6 million (US$0.08 million) in rental cost due to new office with lower rental price in 2024; offset by the increase of RMB2.0 million (US$0.3 million) in stock-based compensation as we incurred no stock-based compensation in 2024, while recognized a reversal of stock-based compensation in 2023.
This increase was primarily attributable to a reversal of stock-based compensation expenses of US$0.3 million recognized in the year ended December 31, 2023, with no such reversal occurring in the year ended December 31, 2024; offset by the decrease of US$0.1 million in professional expenses. General and administrative expenses.
Gross profit Our gross profit increased by 53.5% from RMB14.5 million in the year ended December 31, 2023 to RMB22.3 million (US$3.1 million) in the year ended December 31, 2024. We had a gross margin of 27.5% in the year ended December 31, 2023 and a gross margin of 63.5% in the year ended December 31, 2024.
Year Ended December 31, 2024 Compared with Year Ended December 31, 2023 Operating expenses Total operating expenses increased by 198.0% from a reversal of expenses of US$0.3 million in the year ended December 31, 2023 to operating expenses of US$0.3 million in the year ended December 31, 2024. Sales and marketing expenses.
The difference between our net loss and our net cash used in operating activities was primarily attributable to an increase of RMB3.3 million in financing receivables and a decrease of RMB6.8 million in financial guarantee liabilities; offset by a decrease of RMB19.4 million in prepayments and other current assets, a decrease of RMB6.8 million in financial guarantee assets, a decrease of RMB15.5 million in accounts receivable, an increase of RMB4.2 million in amounts due to related parties, an increase of RMB7.6 million in tax payable and an increase of RMB4.4 million in accrued expenses and other liabilities.
The difference between our net loss and our net cash used in operating activities was primarily attributable to an increase of US$0.3 million in prepayments and other current assets .
Cost of revenues Cost of revenues decreased by 39.1% from RMB62.7 million in the year ended December 31, 2022 to RMB38.2 million (US$5.4 million) in the year ended December 31, 2023. Origination and servicing cost.
Net loss from discontinued operations We recorded net loss from discontinued operations of US$5.7 million in the year ended December 31, 2023 and net loss from discontinued operations of US$1.7 million in the year ended December 31, 2024.
Risk Factors—Risks Related to Our Business—We may not be able to obtain additional capital when desired, on favorable terms or at all.” In utilizing the proceeds from any of our offshore financing, we may make additional capital contributions to our PRC subsidiaries, establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries, make loans to our PRC subsidiaries, or acquire offshore entities with business operations in China in offshore transactions.
Risk Factors—Risks Related to Our Business—We may not be able to obtain additional capital when desired, on favorable terms or at all.” Operating Activities Net cash provided by operating activities for the year ended December 31, 2025 was US$0.1 million, consisting of net cash flow used in operations activities from continuing operations of US$1.0 million and net cash provided by operations from discontinued operations of US$1.1 million.
Liquidity and Capital Resources The following table sets forth a summary of our cash flows for the period presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB ​ RMB ​ RMB ​ US$ ​ ​ (in thousand) Summary Consolidated Cash Flows Data: Net cash (used in)/provided by operating activities (10,518) 8,611 (14,899) (2,042) Net cash provided by/(used in) investing activities 86,690 35,272 (84) (11) Net cash (used in)/provided by financing activities (57,892) (257,378) 1,825 250 Effect of exchange rate changes on cash, cash equivalents and restricted cash 13,144 2,793 (399) (55) Net increase/(decrease) in cash, cash equivalents and restricted cash 31,424 (210,702) (13,557) (1,858) Cash, cash equivalents and restricted cash at beginning of the period 224,786 256,210 45,508 6,235 Including: ​ ​ ​ ​ Cash and cash equivalents at beginning of the year 217,901 249,728 40,508 5,550 Restricted cash at beginning of the year 1,468 1,482 — — Non-current restricted time deposits at beginning of the year 5,417 5,000 5,000 685 Cash, cash equivalents and restricted cash at end of the year 256,210 45,508 31,951 4,377 Including: ​ ​ ​ ​ Cash and cash equivalents at end of the year 249,728 40,508 26,951 3,692 Restricted cash at end of the year 1,482 — — — Non-current restricted time deposits at end of the year 5,000 5,000 5,000 685 ​ 125 Table of Contents We experienced net loss of RMB196.6 million, RMB81.3 million and RMB14.8 million (US$2.0 million) for the years ended December 31, 2022, 2023 and 2024.
Liquidity and Capital Resources The following table sets forth a summary of our cash flows for the period presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ US$ ​ ​ ​ US$ ​ ​ ​ US$ ​ ​ (in thousands) Summary Consolidated Cash Flows Data: ​ ​ ​ Net cash used in operating activities from continuing operations (862) ​ (265) (908) Net cash provided by/(used in) operating activities from discontinued operations 2,077 ​ (1,807) 1,054 Net cash provided by/(used in) by operating activities 1,215 ​ (2,072) 146 Net cash used in investing activities from continuing operations — ​ — 147 Net cash provided by/(used in) investing activities from discontinued operations 4,981 ​ (11) (5,419) Net cash provided by/(used in) investing activities 4,981 ​ (11) (5,272) Net cash (used in)/provided by financing activities from continuing operations (36,316) ​ 254 1,550 Net cash provided by financing activities from discontinued operations — ​ — — Net cash (used in)/provided by financing activities from continuing operations (36,316) ​ 254 1,550 Effect of exchange rate changes on cash, cash equivalents and restricted cash (618) ​ (203) 144 Net decrease in cash, cash equivalents and restricted cash (30,738) ​ (2,032) (3,432) Cash, cash equivalents and restricted cash at beginning of the period 37,147 ​ 6,409 4,377 Cash, cash equivalents and restricted cash at end of the year 6,409 ​ 4,377 945 ​ We experienced net loss of US$11.4 million, US$2.1 million and US$1.5 million for the years ended December 31, 2023, 2024 and 2025.
As of December 31, 2024, we had ended the trust arrangement and recorded financing receivables, net, of RMB64.1 million (US$8.8 million) primarily from our own fund.
Net Loss from continuing operations We recorded net loss from continuing operations of US$0.3 million and US$0.7 million in the years ended December 31, 2024 and 2025, as a result of the above. Net Loss from discontinued operations We recorded net loss from discontinued operations of US$1.7 million and US$0.8 million in the years ended December 31, 2024 and 2025.
Other expenses, net Loss from disposal of subsidiaries. We recorded loss from disposal of a subsidiary of RMB38.9 million and nil for the years ended December 31, 2023 and 2024, respectively, primarily attributable to the disposal of SCHL Group in 2023. Interest (expenses)/income, net.
This change was primarily attributable to a reversal of stock-based compensation expenses of US$0.3 million recognized in the year ended December 31, 2023, with no such reversal occurring in the year ended December 31, 2024. Other expenses, net Loss from disposal of subsidiaries.
Net cash used in operating activities for the year ended December 31, 2022 was RMB10.5 million, as compared to a net loss of RMB196.6 million adjusted by depreciation and amortization of RMB5.6 million, share-based compensation of RMB4.5 million, provision for doubtful accounts and credit losses of RMB35.3 million and impairment loss on long-term investment of RMB86.6 million.
Net cash used in operating activities from continuing operations for the year ended December 31, 2024 was US$0.3 million, as compared to a net loss from continuing operations of US$0.3 million.
Installment service fees. Installment service fees decreased by 1.0% from RMB13.5 million in the year ended December 31, 2023 to RMB13.4 million (US$1.8 million) in the year ended December 31, 2024. The decrease in revenues from installment service fees in 2024 was primarily due to a decrease in point-of-sale loans and personal loans. Technical service fees.
Sales and marketing expenses increased from US$1 thousand in the year ended December 31, 2024 to US$0.5 million in the year ended December 31, 2025. This increase was primarily attributable to the increase of US$0.4 million in staff expenses and US$0.1 million in commission expenses. General and administrative expenses.
Research and development expenses decreased by 99.2% from RMB16.0 million in the year ended December 31, 2022 to RMB0.1 million (US$0.02 million) in the year ended December 31, 2023, primarily attributable to (i) the decrease of RMB7.9 million (US$1.1 million) in staff cost; (ii) the decrease of RMB4.9 million (US$0.7 million) in share-based compensation. Impairment loss of long-lived assets.
The increase was primarily attributable to a reversal of stock-based compensation expense of US$0.2 million recognized in the year ended December 31, 2023, with no such reversal occurring in the year ended December 31, 2024; offset by the decrease of US$0.1 million in professional expenses. 69 Table of Contents Research and development expenses.
Sales and marketing expenses decreased by 27.7% from RMB27.2 million in the year ended December 31, 2022 to RMB19.6 million (US$2.8 million) in the year ended December 31, 2023.
General and administrative expenses increased by 11.0% from US$264 thousand in the year ended December 31, 2023 to US$293 thousand in the year ended December 31, 2024.
Net cash used in financing activities for the year ended December 31, 2022 was RMB57.9 million, consisting primarily of RMB306.0 million in repayment of convertible loan, partially offset by RMB229.1 million loan received from third parties and RMB19.0 million proceeds from issuance of convertible loans. Capital Expenditures Our capital expenditures are primarily incurred for purchases of property, equipment and software.
Net cash provided by operating activities for the year ended December 31, 2023 was US$1.2 million, consisting of net cash flow used in operations activities from continuing operations of US$0.9 million and net cash provided by operations from discontinued operations of US$2.1 million.
The table below sets forth a reconciliation of these non-GAAP financial measures for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB ​ RMB ​ RMB ​ US$ ​ ​ (thousand) Total operating expenses (93,412) (56,219) (36,404) (4,987) Add: share-based compensation expenses 4,534 (6,884) — — Adjusted operating expenses (88,878) (63,103) (36,404) (4,987) Net loss (196,557) (81,254) (14,776) (2,024) Add: share-based compensation expenses 4,534 (6,884) — — Adjusted net loss (192,023) (88,138) (14,776) (2,024) ​ Key Components of Results of Operations Revenues Our revenues are derived from wealth management service fees and others, installment service fees and technical service fees.
The table below sets forth a reconciliation of these non-GAAP financial measures for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ US$ ​ ​ ​ US$ ​ ​ ​ US$ ​ ​ (in thousands, except percentages) Total operating income/(expenses) from continuing operations 300 (294) (2,483) Add: share-based compensation expenses (972) — 14 Adjusted operating expenses from continuing operations (672) (294) (2,469) Net loss (11,405) (2,054) (1,541) Add: share-based compensation expenses (972) — 14 Adjusted net loss (12,377) (2,054) (1,527) ​ Key Factors Affecting Our Results of Operations Macroeconomic condition in Australia We derived most of our revenues from merchant digitalization and commerce-enablement solution to SMEs in Australia.
Net cash provided by investing activities for the year ended December 31, 2022 was RMB86.7 million, consisting primarily of RMB141.8 million in collection of principal on financing receivables, RMB100.0 million in cash return of prepayment of intent acquisition and RMB2.0 million proceeds from long-term investment transaction, offset by RMB156.5 million in financing receivables facilitated and RMB1.0 million purchase of short-term investment.
Investing Activities Net cash used in investing activities for the year ended December 31, 2025 was US$5.3 million, consisting of net cash provided by investing activities from continuing operations of US$0.1 million and net cash used in investing activities from discontinued operations of US$5.4 million.
However, there can be no assurance that these plans and arrangements will be sufficient to fund our ongoing capital expenditures, working capital, and other requirements. Therefore, we may also decide to enhance our liquidity position or increase our cash reserve through additional capital and finance funding.
Therefore, we may also decide to enhance our liquidity position or increase our cash reserve through additional capital and finance funding. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations.
We recorded interest expenses, net of RMB4.5 million and interest income, net of RMB0.1 million (US$0.02 million) in 2023 and 2024, respectively. The decrease was primarily attributable to derecognition of convertible loan as the disposal of SCHL group in 2023.
We recorded loss from disposal of a subsidiary of US$5.4 million in 2023, with no such loss occurring in 2024. Interest expenses, net. We recorded interest expenses, net of US$0.6 million and US$14 thousand in 2023 and 2024, respectively.
Removed
Item 5. Operating and Financial Review and Prospects The following discussion of our financial condition and results of operations is based upon, and should be read in conjunction with, our audited consolidated financial statements and the related notes included in this annual report. This report contains forward-looking statements.
Added
Item 5. Operating and Financial Review and Prospects A. Operating results Overview We are a Nasdaq-listed group providing merchant digitalization and commerce-enablement solutions to small and medium enterprises (“SME”). Our solutions feature critical functionality that SMEs need to engage with consumers, manage their operations, accept payments, and grow their business.
Removed
See “Forward-Looking Information.” In evaluating our business, you should carefully consider the information provided under the caption “Item 3. Key Information—D. Risk Factors” in this annual report. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties. A.
Added
Such solutions empower single- and multi-location retailers, restaurants and other SMEs to compete successfully in an omni-channel market environment by engaging with consumers across online, mobile, and physical channels. Substantially all of our current operations are conducted in Australia.
Removed
Operating results Overview We are a Nasdaq-listed group providing technology-enabled financial and digital services to the ecosystem of MSMEs. We currently generate revenues primarily from wealth management service fees, installment service fees and technical service fees.
Added
We plan to expand globally through a combination of organic growth, selective international scaling and strategic initiatives, including white-label cooperation in certain markets and acquisition-driven growth. In September 2025, we acquired a 25.0% ordinary shareholding in ZIITECH in exchange for the issuance of 83,726,789 Class A ordinary shares to the transferors.
Removed
We earn wealth management service fee from commission on financial products distributed through our platform, which are sold by asset management companies, and from providing brokerage service for insurance companies.
Added
In connection with the acquisition, we entered into a shareholders’ agreement with ZIITECH and its other shareholders on September 3, 2025, pursuant to which we are entitled to the contractual right to appoint two-thirds of Ziitech’s board of directors and a substantive veto right over all matters requiring shareholder resolution, including the determination of the number of seats on the board of directors; accordingly, we determined that we obtained a controlling financial interest in ZIITECH for purposes of U.S.
Removed
We generate installment service fee revenue through the point-of-sale installment payment services that we provide to the users of the business partners’ platforms or the provision of personal and business installment loans to borrowers. We generate technical service fee revenue primarily by providing online credit assessment services.
Added
GAAP. As a result, we began consolidating ZIITECH’s financial statements into our consolidated financial statements with effect from September 3, 2025, with the remaining interests held by the other shareholders of ZIITECH recognized as noncontrolling interests in our consolidated financial statements. In November we disposed of our equity interests in Romantic Park.
Removed
Historically, installment service fees are recognized on a gross basis, with the interest from the borrower recognized as revenue and the corresponding funding cost recognized as cost of revenues. We have not used outsourcing funding since 2022 and not incurred such funding cost since then.
Added
This disposal also resulted in the divestment of all of our former WFOEs and VIEs, which previously conducted our operations in mainland China. The disposal represents a strategic shift and has a significant impact on our results of operations.
Removed
We experienced significant growth in the first three years after we launched our platform in June 2015, until challenges facing the consumer finance industry in the second half of 2018.
Added
Accordingly, assets, liabilities, revenues and expenses and cash flows related to the disposal group have been reclassified in the accompanying consolidated financial statements as discontinued operations for all periods presented. Effective October 1, 2025, we elected to change our reporting currency from RMB to US$.
Removed
In 2022, 2023 and 2024, we processed approximately 0.1 million, 0.4 thousand and 0.9 thousand in loan applications, respectively, and facilitated a total of approximately RMB0.2 billion, RMB0.1 billion and RMB107.8 million (US$14.8 million) in loans, respectively. Due to the ongoing challenges from the difficult environment starting the second half of 2018, our revenues had decreased since 2019.
Added
The functional currency of our company and subsidiaries incorporated in the Cayman Islands, British Virgin Islands and Hong Kong is United States dollars (“US$”). The functional currency of the Australia entities is Australian dollars (“AUD”). The functional currency of the Singapore entity is Singapore dollars (“SGD”). The functional currency of the mainland China entity is RMB.
Removed
We recorded RMB74.6 million in 2022, RMB52.7 million in 2023 and RMB35.1 million (US$4.8 million) in 2024, respectively. 112 Table of Contents Key Factors Affecting Our Results of Operations Consumer Finance Market The consumer finance market in China is subject to economic conditions. Macroeconomic conditions affect consumers’ willingness to incur debt more generally, though not necessarily in a straightforward way.
Added
In the consolidated financial statements, the financial information of our company and subsidiaries has been translated into US$.
Removed
For example, consumers may be willing to incur more debt when they are confident about their future, but they may also feel compelled to incur debt when they suffer a reduction or interruption in their income. Adverse economic conditions would likely cause defaults to increase.
Added
Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, expenses, gain and losses are translated using the average of exchange rate during their respective reporting period. 63 Table of Contents Non-GAAP Financial Measures We use adjusted operating expenses and adjusted net loss, which are non-GAAP financial measures, in evaluating our operating results and for financial and operational decision-making purposes.
Removed
SME Financing Market The SME Financing Market in China has been developing in recent years, in particular during the COVID-19 pandemic when the SMEs in China were increasingly in need of funds and financial solutions.
Added
Our ability to maintain and grow our business is highly dependent on macroeconomic conditions in Australia and their impact on SMEs.
Removed
In addition, the PRC government is in support of the development of SME financing market, deeming it a viable solution for difficulties confronted by the SMEs in China. The use of technology for the provision of financial services, or FinTech, is playing an important role in the complex landscape of SME financing.
Added
Adverse changes in economic growth, consumer spending, inflation, interest rates, unemployment, and overall business confidence may weaken the financial condition and spending power of SME customers, reduce demand for our merchant digitalization and commerce-enablement solutions, hinder our customer retention and new client acquisition efforts, and materially adversely affect our results of operations, liquidity, and financial condition.
Removed
We commenced offering the SMEs technical services in 2021. Specifically, we utilize our proven “SaaS + Fintech” model as a total solution to accelerate the digitization of SMEs. This model encompasses technology-based credit services and solutions to supporting these SMEs’ manufacturing process and operations.
Added
Ability to acquire and retain customers Our sustained growth depends on our effectiveness in attracting new merchants and increasing the lifetime value of both single‑location and multi‑location customers.
Removed
Any adverse changes in the economic conditions in the PRC, however, may cause defaults by SMEs to increase.
Added
Our success in acquiring new merchants is affected by product competitiveness, sales and marketing efficiency, brand awareness; customer retention is driven by platform reliability, product updates and customer support, especially for multi-location merchants that require consistent, scalable service.
Removed
Ability to Collaborate with Business Partners The growth of our business will depend in part on our ability to expand into new verticals and increase penetration in existing verticals to increase the number of our business partners, in particular business partners with large user bases.
Added
Expanding customer lifetime value relies on our ability to cross-sell, upsell and deepen platform integration across online, mobile and physical channels. 64 Table of Contents Ability to maintain stability and manage the cost structure of our payment processing ecosystem Our solutions rely on collaboration with third party payment partnership.
Removed
Historically, we acquired substantially all of our users through our business partners, not only the users who borrow point-of-sale installment loans when buying goods or services from our business partners but also the users who borrow personal installment loans.
Added
Our operating results are affected by our ability to maintain stable cooperation, favorable pricing terms and reliable service access with these partners. Termination, renegotiation on unfavorable terms or operational disruptions of key partnerships may impair our service delivery, increase operating costs and limit our ability to serve SME customers.

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Item 6. [Reserved]

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

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Removed
Board Practices—Board of Directors .” As a result, our shareholders may be afforded less protection than they otherwise would enjoy under the Nasdaq rules applicable to U.S. domestic issuers. 61 Table of Contents The voting rights of holders of ADSs are limited by the terms of the Deposit Agreement, and you may not be able to exercise your right to vote your Class A ordinary shares.
Added
Item 6. Directors, Senior Management and Employees A.
Removed
As a holder of our ADSs, you will only be able to exercise the voting rights with respect to the underlying Class A ordinary shares in accordance with the provisions of the Deposit Agreement. Under the Deposit Agreement, you must vote by giving voting instructions to the Depositary.
Added
Directors and Executive Officers The following table sets forth information regarding our directors and executive officers as of the date of this annual report. ​ ​ ​ ​ ​ Directors and Executive Officers ​ ​ ​ Age ​ ​ ​ Position/Title Zexiong Huang 39 Director, Chief Executive Officer Xin Yang ​ 43 ​ Director, Chief Financial Officer Jun Dong 48 Chairman of the Board of Directors Hao Liu 40 Director Sen Lin 49 Independent Director Eun Jung Shin 43 Independent Director Dawei Chen 51 Independent Director ​ Mr.
Removed
If we ask for your instructions, then upon receipt of your voting instructions, the Depositary will try to vote the underlying Class A ordinary shares in accordance with these instructions. You will not be able to directly exercise your right to vote with respect to the underlying shares unless you withdraw the shares.
Added
Zexiong Huang has served as a director of the Board and the chief executive officer and acting chief financial officer of our company since January 2023. Mr.
Removed
Under our amended and restated memorandum and articles of association, the minimum notice period required for convening a general meeting is 10 days. When a general meeting is convened, you may not receive sufficient advance notice to withdraw the shares underlying your ADSs to allow you to vote with respect to any specific matter.
Added
Huang has over ten years of experience in the financial industry as well as the financial services industry, specializing in SME financial services, financing and guarantee, consumer finance, real estate mortgage financing, microfinance, and other financial products.
Removed
If we ask for your instructions, the Depositary will notify you of the upcoming vote and will arrange to deliver our voting materials to you. We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the Depositary to vote your shares.
Added
He has held various senior management positions in mainland China and Hong Kong and has gained comprehensive industry experience in the areas of consulting, business development, financial operations, and management. Mr. Huang was an executive director and the chief executive officer of JIMU GROUP LIMITED (8187.HK) from June 2020 to May 2022.
Removed
In addition, the Depositary and its agents are not responsible for failing to carry out voting instructions or for their manner of carrying out your voting instructions. This means that you may not be able to exercise your right to vote and you may have no legal remedy if the shares underlying your ADSs are not voted as you requested.
Added
He has been a consultant of our former digital SME business unit since 2021 and the executive vice president of the group since 2022. Mr. Huang holds a bachelor’s degree in economics from Yunnan University of Finance and Economics. Mr.
Removed
The Depositary for our ADSs will give us a discretionary proxy to vote our Class A ordinary shares underlying your ADSs if you do not vote at shareholders’ meetings, except in limited circumstances, which could adversely affect your interests.
Added
Xin Yang has served as our chief financial officer since December 2023 and as a director of the Board since October 2025. Mr. Yang has 20 years of experience in accounting and financial management. Prior to joining us, Mr. Yang served as chief financial officer at Shenzhen Longchengfa Technology Co., Ltd. from October 2021 to December 2023.Mr.
Removed
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 on any matter at a shareholder meeting provided that we give the Depositary a written confirmation sufficiently in advance of the meeting that: ● we wish a proxy to be given to a person of our choice; ● we reasonably do not know of any substantial opposition to the matter; and ● the matter is not materially adverse to the interests of shareholders.
Added
Yang received his bachelor’s degree from Central University of Finance and Economics in 2004. Mr. Jun Dong has served as a director of the Board since our inception and the chairman of the Board since September 2019. Mr. Dong served as our acting chief executive officer from September 2019 to August 2020.
Removed
The effect of this discretionary proxy is that if you do not vote at shareholders’ meetings, you cannot prevent the Class A ordinary shares underlying your ADSs from being voted, except under the circumstances described above. This may make it more difficult for shareholders to influence the management of our company.
Added
He has also served as the chairman of the board of Jimu Holdings Limited since its inception and as the chairman of the board of directors of Ever Smart International Holdings Limited since 2017. Mr. Dong has over 15 years of experience in the finance industry. Between 2005 and 2008, Mr.
Removed
Holders of our ordinary shares other than the Depositary are not subject to this discretionary proxy. You may not receive dividends or other distributions on our ordinary shares and you may not receive any value for them, if it is illegal or impractical to make them available to you.
Added
Dong served as investment manager with Bank Hapoalim in New York. Mr. Dong received his MBA degree from University of Connecticut in 2003 and his bachelor’s degree in tourism management from Yunnan University in 1999. He received his EMBA degree from China Europe International Business School in 2013.
Removed
The depositary of our ADSs has agreed to pay you the cash dividends or other distributions it or the custodian receives on Class A ordinary shares or other deposited securities underlying our ADSs, after deducting its fees and expenses. You will receive these distributions in proportion to the number of Class A ordinary shares your ADSs represent.
Added
He holds Chief Financial Analyst Charter and Certified Management Accountants and Certified Financial Manage certifications. ​ 74 Table of Contents Mr. Hao Liu has served as a director of the Board since October 2025. Mr. Hao has been serving as an independent director of 3 E NETWORK TECHNOLOGY GROUP LIMITED (NASDAQ: MASK) since December 2024. Prior to that, Mr.
Removed
However, the Depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any holders of ADSs.
Added
Liu held roles of co-founder and chief executive officer at Jeethen Capital from January 2020 to December 2024, overseeing the firm’s strategic direction and daily operations. From March to August 2021, Mr. Liu served as CEO and director at Mercurity Fintech Holding Inc. (NASDAQ: MFH), where he led the company’s successful business transformation and service optimization.
Removed
For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities that require registration under the Securities Act but that are not properly registered or distributed under an applicable exemption from registration. The Depositary may also determine that it is not feasible to distribute certain property through the mail.
Added
From October 2017 to February 2019, Mr. Liu served as chief technology officer at Huasheng Securities, where he enhanced the firm’s fintech infrastructure and digital services through his technical leadership. Mr. Liu also leverages his deep technical expertise and financial industry insight as an angel investor supporting multiple innovative fintech startups. Mr.
Removed
Additionally, the value of certain distributions may be less than the cost of mailing them. In these cases, the Depositary may determine not to distribute such property. We have no obligation to register under U.S. securities laws any ADSs, ordinary shares, rights or other securities received through such distributions.
Added
Liu received a bachelor’s degree in software engineering from Nanjing University of Science and Technology in 2008. Mr. Sen Lin has served as an independent director of the Board and chairman of the audit committee of the Board since January 2023. Mr. Lin has over 20 years of accounting and auditing experience.
Removed
We also have no obligation to take any other action to permit the distribution of ADSs, ordinary shares, rights or anything else to holders of ADSs. This means that you may not receive distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us to make them available to you.
Added
He currently serves as the chief capital officer of AsiaLinq Investments and the chief financial officer of ChinaUp Hong Kong Limited. Since December 2021, Mr. Lin has served as an independent director of Metalpha Technology Holding Limited (Nasdaq: MATH), a company engaged in the development of a rewards-based crowdfunding platform. Since June 2021, Mr.
Removed
These restrictions may cause a material decline in the value of our ADSs. 62 Table of Contents You may experience dilution of your holdings due to inability to participate in rights offerings. We may, from time to time, distribute rights to our shareholders, including rights to acquire securities.
Added
Lin has served as an independent director of Shenzhen Jiang &Associates Creative Design Co., Ltd. (300668.SZ). From 2001 to 2006, Mr. Lin served as a manager of PricewaterhouseCoopers, and he became a certified public accountant in China in 2010. Mr.
Removed
Under the Deposit Agreement, the Depositary will not distribute rights to holders of ADSs unless the distribution and sale of rights and the securities to which these rights relate are either exempt from registration under the Securities Act with respect to all holders of ADSs or are registered under the provisions of the Securities Act.
Added
Lin received his bachelor’s degree in international business administration from Central University of Finance and Economics in 1998 and an EMBA degree from China Europe International Business School in 2011. Ms. Eun Jung Shin has served as an independent director of the Board and a member of the audit committee of the Board since January 2023. Ms.
Removed
The Depositary may, but is not required to, attempt to sell these undistributed rights to third parties, and may allow the rights to lapse.
Added
Shin has over 20 years of management, operations and marketing experience.
Removed
We may be unable to establish an exemption from registration under the Securities Act, and we are under no obligation to file a registration statement with respect to these rights or underlying securities or to endeavor to have a registration statement declared effective.
Added
From November 2013 to March 2022, she served as a director at Jenax Inc, during which time she created a new business unit and managed the R&D, production, HR, marketing and sales departments, presented as a guest speaker at various conferences in many cities in Europe, USA, and Japan, and led external collaborations with global companies.
Removed
Accordingly, holders of ADSs may be unable to participate in our rights offerings and may experience dilution of their holdings as a result. 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 plaintiffs in any such action.
Added
From 2009 to 2011, she worked as a senior account manager at Fleishman-Hillard Korea, where she developed the communications platform as part of the core team of the G20 Business Summit Committee communications partners. She received her bachelor’s degree in International Relations and Political Science in 2005 from Tufts University and an MBA degree in 2009 from Yonsei University. Mr.
Removed
The Deposit Agreement governing the ADSs representing our Class A ordinary shares provides that, to the fullest extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the Depositary arising out of or relating to our shares, the ADSs or the Deposit Agreement, including any claim under the U.S. federal securities laws.
Added
Dawei Chen has served as an independent director of the Board since August 2023. Mr. Chen served as the Chief Financial Officer of Skillful Craftsman Education Technology Limited (Nasdaq: EDTK) from August 2021 to February 2026 and served as its Chief Strategy Officer from January 2021 to August 2021. Mr. Chen was the vice president of Wuhan Incar Technology Co.
Removed
If we or the Depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law.
Added
Ltd. from January 2018 to February 2020. Mr. Chen had served in several senior positions with leading multinational corporations and consulting firms, where he gained extensive experience in strategic planning and management consultancy. Over the past ten years, Mr.
Removed
To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court.
Added
Chen focused on equity investment, with more than 20 successful IPOs and M&A transactions mainly in education, high-end manufacturing, IT infrastructure, Blockchain technology, and e-commerce. Additionally, Mr. Chen served as a senior consultant for several Chinese companies listed abroad and took key roles in financing advisory and investor relations. Mr.
Removed
However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern the Deposit Agreement, by a federal or state court in the City of New York, which has non-exclusive jurisdiction over matters arising under the Deposit Agreement.
Added
Chen holds a bachelor’s degree from Beijing University of Posts and Telecommunications (BUPT), a Master of Engineering degree from Beijing Jiaotong University (BJTU) and an MBA degree from Concordia University in Canada. 75 Table of Contents Board Diversity The table below provides certain information regarding the diversity of our board of directors as of the date of this annual report.
Removed
In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the Deposit Agreement and the ADSs.
Added
Board Diversity Matrix Country of Principal Executive Offices People’s Republic of China Foreign Private Issuer Yes Disclosure Prohibited under Home Country Law No Total Number of Directors 7 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 1 6 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 ​ B.
Removed
It is advisable that you consult legal counsel regarding the jury waiver provision before entering into the depositors arising under the Deposit Agreement or the ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and the Depositary.
Added
Compensation For the year ended December 31, 2025, we paid an aggregate of approximately US$0.1 million in cash and benefits to our executive officers. We paid our non-executive directors an aggregate of US$65,616 during the same period. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors.
Removed
If a lawsuit is brought against either or both of us and the Depositary under the Deposit Agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes agreement.
Added
Our PRC subsidiaries are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund.
Removed
If you or any other holders or beneficial owners of ADSs bring a claim against us or the Depositary in connection with matters arising under the Deposit Agreement or the ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and the Depositary.
Added
Share Incentives 2018 Share Incentive Plan In July 2018, our shareholders and board of directors adopted another share incentive plan, which we refer to as our Second Plan, to attract and retain the best available personnel, provide additional incentives to employees, directors and consultants and promote the success of our business.
Removed
If a lawsuit is brought against either or both of us and the Depositary under the Deposit Agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have, including results that could be less favorable to the plaintiffs in any such action.
Added
Our board of directors approved an amendment to the Second Plan in April 2025.
Removed
Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the Deposit Agreement with a jury trial.
Added
Under our Second Plan, as amended, the maximum aggregate number of shares which may be issued pursuant to all awards under our Second Plan is initially 47,017,541, plus an annual increase on January 1 of each year commencing on January 1, 2026 and ending on the end of the term of our Second Plan, by an amount equal to 2% of the total number of shares issued and outstanding on December 31 of the preceding year.
Removed
No condition, stipulation or provision of the Deposit Agreement or ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the Depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder. 63 Table of Contents The correction of previously issued unaudited condensed financial statements may affect investor confidence and raise reputational issues and may subject us to additional risks and uncertainties, including increased professional costs and the increased possibility of legal proceedings and regulatory inquiries.
Added
As of March 31, 2026, the maximum aggregate number of shares which may be issued pursuant to awards granted under the Second Plan was 59,855,649 (excluding the number of shares assumed from the First Plan). As of the same date, options to purchase 4,824,190 ordinary shares were outstanding. The following paragraphs describe the principal terms of our Second Plan.
Removed
In connection with our year-end financial statement close and preparation of our annual report on Form 20-F for the year ended December 31, 2023, an error was identified in the interim financial statements for the six months ended June 30, 2023 (the “Interim Report”).
Added
Types of Awards. Our Second Plan permits the awards of options, restricted shares, restricted share units or any other type of awards approved by the plan administrator. Plan Administration. Our board of directors or a committee of one or more members of the board of directors will administer our Second Plan.
Removed
On April 30, 2024, we issued the correction to the Interim Report in a press release and filed a Form 6-K/A to include such corrected Interim Report.
Added
The committee or the full board of directors, as applicable, will determine the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each award. Exercise Price. The plan administrator determines the exercise price for each award, which is stated in the award agreement. Award Agreement.
Removed
As a result of this error and the resulting correction of our condensed financial statements for the impacted periods, we have become subject to a number of risks and uncertainties, including the increased possibility of litigation and regulatory inquiries.
Added
Awards granted under our Second Plan will be evidenced by an award agreement that sets forth terms, conditions and limitations for each award, which may include the term of the award, the provisions applicable in the event that the grantee’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award. 76 Table of Contents Eligibility.
Removed
Any of the foregoing may affect investor confidence in the accuracy of our financial disclosures and may raise reputational risks for our business, both of which could harm our business and financial results.
Added
We may grant awards to our employees, directors and consultants of our company or any of our affiliates, which include our parent company, subsidiaries and any entities in which our parent company or a subsidiary of our company holds a substantial ownership interest. Term of the Awards.
Added
The vested portion of options will expire if not exercised prior to the time as the plan administrator determines at the time of its grant. However, the maximum exercisable term is ten years from the date of a grant. Vesting Schedule. In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement. Transfer Restrictions.
Added
Awards may not be transferred in any manner by the recipient other than in accordance with the exceptions provided in our Second Plan, such as transfers by will or the laws of descent and distribution. Termination. Unless terminated earlier, our Second Plan has a term of ten years.
Added
Our board of directors has the authority to amend or terminate the plan. However, no such action may adversely affect in any material way any awards previously granted unless agreed by the recipient.
Added
The following table summarizes, as of March 31, 2026, the options issued under our share incentive plans to our directors, executive officers and other grantees. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary ​ ​ ​ ​ ​ ​ ​ ​ Shares ​ ​ ​ ​ ​ ​ ​ ​ Underlying ​ Exercise ​ ​ ​ ​ ​ ​ Options ​ Price ​ ​ ​ Date of Name ​ ​ ​ Awarded ​ ​ ​ ($/Share) ​ ​ ​ Date of Grant ​ ​ ​ Expiration Jun Dong 1,560,000 0.000125 July 1, 2018 July 1, 2028 Other grantees 54,358,674 0.000125 July 1, 2015 through July 1, 2018 July 1, 2025 through July 1, 2028 ​ C.
Added
Board Practices Board of Directors Our board of directors consists of seven directors. A director is not required to hold any shares in our company to qualify to serve as a director. A director may vote with respect to any contract, proposed contract, or arrangement in which he or she is materially interested.
Added
The directors may exercise all the powers of the company to borrow money, mortgage its business, property and uncalled capital and issue debentures or other securities whenever money is borrowed or as security for any obligation of the company or of any third party.
Added
Committees of the Board of Directors We have established an audit committee and a compensation committee under the Board. We have adopted a charter for each of the committees. Each committee’s members and functions are described below. Audit Committee. Our audit committee consists of Mr. Sen Lin, Ms. Eun Jung Shin and Mr. Dawei Chen, and is chaired by Mr.
Added
Lin. Mr. Lin, Ms. Shin and Mr. Chen each satisfies the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq Stock Market and meets the independence standards under Rule 10A-3 under the Exchange Act. We have determined that Mr.
Added
Lin qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company.
Added
The audit committee is responsible for, among other things: ● selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm; ● reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response; 77 Table of Contents ● reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; ● discussing the annual audited financial statements with management and the independent registered public accounting firm; ● reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies; ● annually reviewing and reassessing the adequacy of our audit committee charter; ● meeting separately and periodically with management and the independent registered public accounting firm; and ● reporting regularly to the board.

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Item 7. Management's Discussion & Analysis

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

3 edited+1 added−8 removed0 unchanged
Item 7. Major Shareholders and Related Party Transactions A. Major Shareholders Please refer to “Item 6. Directors, Senior Management and Employees—E. Share Ownership.” B. Related Party Transactions Contractual Arrangements with Our Variable Interest Entities and Their Shareholders See “Item 4. Information on the Company—C.
Item 7. Major Shareholders and Related Party Transactions A. Major Shareholders Please refer to “Item 6. Directors, Senior Management and Employees—E. Share Ownership.” B. Related Party Transactions Historical Contractual Arrangements with Our Former Variable Interest Entities and Their Shareholders See “Item 4. Information on the Company—C.
Compensation” Share Incentive Plans See “Item 6. Directors, Senior Management and Employees—B. Compensation” C. Interests of Experts and Counsel Not applicable.
Directors, Senior Management and Employees—B. Compensation” C. Interests of Experts and Counsel Not applicable.
Organizational Structure—Contractual Arrangements with Our Variable Interest Entities.” Transactions and Agreements with Jimu Group We and Jimu Group have a certain degree of overlap in shareholders, and we and Jimu Group’s holding company share two board members until August 2020 and one board member since January 2021. Jimu Group was also our largest single funding partner from 2016 to 2018.
Organizational Structure—Contractual Arrangements with Our Former Variable Interest Entities.” Historical Relationship with Jimu Group We and Jimu Group had a certain degree of overlap in shareholders and board members. Jimu Group was also our largest single funding partner from 2016 to 2018.
Removed
Collections on Behalf of Jimu Group We have acted as a business counterparty with Jimu Group including loan borrower referrals and collection channel.
Added
In January 2025, we reassessed our relationship with Jimu Group and concluded that Jimu Group was no longer our related party as of January 1, 2025, as the shared board representation had ceased. Employment Agreements and Indemnification Agreements See “Item 6—Directors, Senior Management and Employees—B. Compensation” 81 Table of Contents Share Incentive Plans See “Item 6.
Removed
For purpose of repayments to Jimu Box’s online platform lenders, the repayments from borrowers in connection with the remaining loans funded by Jimu Box has been collected through us and repaid to Jimu Box’s online lenders through custody bank account of Jimu Group.
Removed
As the custody bank account of Jimu Group established for online lending platform business has been frozen following its insolvency and exit from online lending platform business in February 2020, in order to facilitate Jimu Box’s platform unwinding plan, we entered into an agreement with Jimu Group, under which we are obligated to transfer principal and interest collected from the borrowers to the party designed by Jimu Group for purpose of Jimu Box’s online borrowers repayment to lenders.
Removed
In September 2020, we paid RMB100.0 million to the party designated by Jimu Group according to the agreement and plan to do so for all collected amount of related loans. As of December 31, 2024, we had RMB302.9 million (US$41.5 million) due to Jimu Group.
Removed
During the year ended December 31, 2024, the collection received by us from borrowers was RMB4.0 million, resulting in an increase in the amount due to Jimu Group. Transactions with Jimu Group Previously, both we and Jimu Group carried out our businesses under our predecessor, Jimu Holdings Limited, formerly known as Pintec Holdings Limited.
Removed
The table below sets forth our transactions with Jimu Group for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB RMB RMB (i) Transactions recorded through statement of operations and comprehensive loss - Cost and expenses allocated from the related party 65 — — - Service cost charged by the related party 75 — — - Technical service fees charged to Shenzhen Xiaogang 9,935 6,696 — (ii) Operating transactions - Share-based compensation awards to employees of the related party 1,967 — — - Collecting principal and interests from borrowers on behalf of the related party 4,089 4,422 3,986 (iii) Financing/Investing transactions - Net cash advances from the related party 286 232 — ​ 138 Table of Contents As of December 31, 2022, RMB878.6 million due from Jimu Group and RMB294.2 million due to Jimu Group; as of December 31, 2023, RMB846.7 million due from Jimu Group and RMB298.8 million due to Jimu Group; and as of December 31, 2024, RMB850.5 million (US$116.5 million) due from Jimu Group and RMB302.9 million (US$41.5 million) due to Jimu Group.
Removed
All amounts due from Jimu Group as of December 31, 2022, 2023 and 2024 were impaired since Jimu Group announced its insolvency exit from the online lending platform business pursuant to relevant regulations, and there are significant outstanding balances on its platform unpaid to investors, which have priority over any other debts, including the balance due to us.
Removed
For the year ended December 31, 2024, the current amounts due from Jimu Group increased by RMB3.9 million (US$0.5 million), which was primarily due to change of foreign exchange rate. We made a provision of RMB0.2 million (US$24.4 thousand) for the year ended December 31, 2024. Employment Agreements and Indemnification Agreements See “Item 6—Directors, Senior Management and Employees—B.

Other JF 10-K year-over-year comparisons