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What changed in Hello Group Inc.'s 20-F — 2023 vs 2024

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Paragraph-level year-over-year comparison of Hello Group Inc.'s 2023 and 2024 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+944 added−994 removedSource: 20-F (2025-04-28) vs 20-F (2024-04-26)

Top changes in Hello Group Inc.'s 2024 20-F

944 paragraphs added · 994 removed · 809 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

396 edited+63 added−58 removed328 unchanged
Biggest changeRisk Factors—Risks Related to Doing Business in China—Any failure or perceived failure by us to comply with the Anti-Monopoly Guidelines for Platforms Economy Sector and other mainland China anti-monopoly laws and regulations may result in governmental investigations or enforcement actions, litigation or claims against us and could have an adverse effect on our business, financial condition and results of operations.” According to the Overseas Listing Trial Measures, mainland China domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information. 44 Table of Contents The Overseas Listing Trial Measures provides that if the issuer meets the following criteria, the overseas securities offering and listing conducted by such issuer will be deemed as indirect overseas offering by mainland China domestic companies: (i) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by domestic companies; and (ii) the main parts of the issuer’s business activities are conducted in mainland China, or its main place(s) of business are located in mainland China, or the majority of senior management staff in charge of its business operations and management are mainland China citizens or have their usual place(s) of residence located in mainland China.
Biggest changeRisk Factors—Risks Related to Doing Business in China—Any failure or perceived failure by us to comply with the Anti-Monopoly Guidelines for Platforms Economy Sector and other Chinese mainland anti-monopoly laws and regulations may result in governmental investigations or enforcement actions, litigation or claims against us and could have an adverse effect on our business, financial condition and results of operations.” According to the Overseas Listing Trial Measures, Chinese mainland domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information.
For more detailed information, see “Item 3. Key Information—D.
For more detailed information, see “Item 3. Key Information—D.
Other Subsidiaries Primary Beneficiaries of VIEs VIEs and Their Consolidated Subsidiaries Eliminating Adjustments Consolidated Totals (in RMB thousands) Third-party revenues — 798,345 28 11,203,950 — 12,002,323 Inter-company revenues (1) — — 3,835,910 231 (3,836,141 ) — Total costs and expenses (159,257 ) (775,970 ) (2,062,423 ) (10,665,903 ) 3,836,141 (9,827,412 ) Income (loss) from subsidiaries and the VIEs (2) 2,161,383 2,320,998 448,441 — (4,930,822 ) — Other (loss) income (691 ) 1,974 371,841 104,326 — 477,450 Income (loss) before income tax expense and share of loss on equity method investments 2,001,435 2,345,347 2,593,797 642,604 (4,930,822 ) 2,652,361 Income tax expenses — (183,981 ) (270,524 ) (175,518 ) — (630,023 ) Share of loss on equity method investments (43,854 ) — (2,275 ) (24,514 ) — (70,643 ) Net income (loss) 1,957,581 2,161,366 2,320,998 442,572 (4,930,822 ) 1,951,695 Less: net loss attributable to non-controlling interests — (17 ) — (5,869 ) — (5,886 ) Net income (loss) attributable to Hello Group’s shareholders 1,957,581 2,161,383 2,320,998 448,441 (4,930,822 ) 1,957,581 For the Year Ended December 31, 2022 Hello Group, Inc.
Other Subsidiaries Primary Beneficiaries of VIEs VIEs and Their Consolidated Subsidiaries Eliminating Adjustments Consolidated Totals (in RMB thousands) Third-party revenues — 798,345 28 11,203,950 — 12,002,323 Inter-company revenues (1) — — 3,835,910 231 (3,836,141 ) — Total costs and expenses (159,257 ) (775,970 ) (2,062,423 ) (10,665,903 ) 3,836,141 (9,827,412 ) Income from subsidiaries and the VIEs (2) 2,161,383 2,320,998 448,441 — (4,930,822 ) — Other (loss) income (691 ) 1,974 371,841 104,326 — 477,450 Income before income tax expense and share of loss on equity method investments 2,001,435 2,345,347 2,593,797 642,604 (4,930,822 ) 2,652,361 Income tax expenses — (183,981 ) (270,524 ) (175,518 ) — (630,023 ) Share of loss on equity method investments (43,854 ) — (2,275 ) (24,514 ) — (70,643 ) Net income 1,957,581 2,161,366 2,320,998 442,572 (4,930,822 ) 1,951,695 Less: net loss attributable to non-controlling interests — (17 ) — (5,869 ) — (5,886 ) Net income attributable to Hello Group’s shareholders 1,957,581 2,161,383 2,320,998 448,441 (4,930,822 ) 1,957,581 For the Year Ended December 31, 2022 Hello Group, Inc.
The evolving monetization strategies make it difficult to assess our future prospects or forecast our future results. You should consider our business and prospects in light of the risks and challenges we encounter or may encounter in this developing and rapidly evolving market.
Our evolving monetization strategies make it difficult to assess our future prospects or forecast our future results. You should consider our business and prospects in light of the risks and challenges we encounter or may encounter in this developing and rapidly evolving market.
Pursuant to the Cybersecurity Review Measures, critical information infrastructure operators that procure internet products and services, and operators of network platforms conducting data processing activities must be subject to the cybersecurity review if their activities affect or may affect national security.
Pursuant to the Cybersecurity Review Measures, critical information infrastructure operators that procure internet products and services, and operators of network platforms conducting data processing activities must be subject to the cybersecurity review if their activities affect or may affect national security.
The Cybersecurity Review Measures further stipulates that network platform operators that hold personal information of over one million users shall apply with the Cybersecurity Review Office for a cybersecurity review before any initial public offering at a foreign stock exchange. Given that the Cybersecurity Review Measures were recently promulgated, there are substantial uncertainties as to its interpretation, application, and enforcement.
The Cybersecurity Review Measures further stipulates that network platform operators that hold personal information of over one million users shall apply with the Cybersecurity Review Office for a cybersecurity review before any initial public offering at a foreign stock exchange. Given that the Cybersecurity Review Measures were recently promulgated, there are substantial uncertainties as to its interpretation, application, and enforcement.
On November 12, 2020, the National Radio and Television Administration promulgated the Circular on Strengthening the Administration of the Online Show Live Broadcast and Online E-commerce Live Broadcast, or the Notice 78, which sets forth registration requirements for platforms providing online show live broadcast or online e-commerce live broadcast to have their information and business operations registered by November 30, 2020.
On November 12, 2020, the National Radio and Television Administration promulgated the Circular on Strengthening the Administration of the Online Show Live Broadcast and Online E-commerce Live Broadcast, or Notice 78, which sets forth registration requirements for platforms providing online show live broadcast or online e-commerce live broadcast to have their information and business operations registered by November 30, 2020.
For example, the Notice 78 requires online live broadcast platforms to set a limit to the number of virtual gifts a user can send per day and per month, as well as the amount that can be gifted at any one time.
For example, Notice 78 requires online live broadcast platforms to set a limit to the number of virtual gifts a user can send per day and per month, as well as the amount that can be gifted at any one time.
As a social networking platform that provides multiple services, including live video service, value-added service, mobile marketing services and other services, we are subject to intense competition from providers of similar services, as well as potential new types of online services.
As a social networking platform that provides multiple services, including live video services, value-added service, mobile marketing services and other services, we are subject to intense competition from providers of similar services, as well as potential new types of online services.
If we fail to meet the challenges presented by our international operations, our business, financial condition and results of operations may be adversely affected. We have limited experience in international markets and we expect to enter into and expand our operations into international markets.
We have limited experience in international markets. If we fail to meet the challenges presented by our international operations, our business, financial condition and results of operations may be adversely affected. We have limited experience in international markets and we expect to enter into and expand our operations into international markets.
According to the Overseas Listing Trial Measures, any of our offering and listing in an overseas market in future may be subject to the filing with the CSRC. See “Item 3.
According to the Overseas Listing Trial Measures, any of our offering and listing in an overseas market in future may be subject to the filing with the CSRC. See “Item 3.
There remain uncertainties as to how the laws, regulations and guidelines recently promulgated will be implemented and whether these laws, regulations and guidelines will have a material impact on our business, financial condition, results of operations and prospects. We cannot assure you that our business operations comply with such regulations and authorities’ requirements in all respects.
There remain uncertainties as to how the laws, regulations and guidelines recently promulgated will be implemented and whether these laws, regulations and guidelines will have a material impact on our business, financial condition, results of operations and prospects. We cannot assure you that our business operations comply with such regulations and authorities’ requirements in all respects.
If any non-compliance is raised by relevant authorities and determined against us, we may be subject to fines and other penalties. See “Item 3. Key Information—D.
If any non-compliance is raised by relevant authorities and determined against us, we may be subject to fines and other penalties. See “Item 3. Key Information—D.
Pursuant to the Cybersecurity Review Measures, critical information infrastructure operators that procure internet products and services, and operators of network platforms conducting data processing activities must be subject to the cybersecurity review if their activities affect or may affect national security.
Pursuant to the Cybersecurity Review Measures, critical information infrastructure operators that procure internet products and services, and operators of network platforms conducting data processing activities must be subject to the cybersecurity review if their activities affect or may affect national security.
Our business partners primarily include popular talents and their agencies, third parties that promote our platform and applications and third parties that provide us technology support; • challenges in commercializing our platforms in international markets without infringing, misappropriating or otherwise violating the intellectual property rights of third parties; • challenges in formulating effective marketing strategies targeting users from various jurisdictions and cultures, who have a diverse range of preferences and demands; • challenges in replicating or adapting our company policies and procedures to operating environments that are different from each other, including technology infrastructure; • challenges in managing compliance with local labor regulations and risks associated with labor dispute across different jurisdictions; • fluctuations in currency exchange rates; • increased competition with local players in different markets and sub-markets; • political instability and general economic or political conditions in particular countries or regions, including territorial or trade disputes, war and terrorism; • boycotts and embargoes that may be imposed by the international community on countries in which we offer our mobile applications; • exposure to different tax jurisdictions that may subject us to greater fluctuations in our effective tax rate and assessments in multiple jurisdictions on various tax-related assertions, including transfer pricing adjustments and permanent establishment; • compliance with privacy laws and data security laws, including heightened restrictions and barriers on the transfer of data between different jurisdictions; • regulatory regime and business practices that essentially favor domestic companies, such as tariffs, protectionism, subsidies and restrictions on foreign ownership, which could, among other things, give rise to competitive disadvantage for us and hinder our ability to execute our business strategies; • actions by local governments or others to restrict access to our products and services or to cause us to discontinue our operations in a particular market, regardless of whether these actions are taken for political, security or other reasons; • other actions or interventions by local governments, including various forms of exchange controls, expropriation of assets and cancellation of contractual rights; and 29 Table of Contents • increased costs associated with doing business in multiple jurisdictions.
Our business partners primarily include popular talents and their agencies, third parties that promote our platform and applications and third parties that provide us technology support; • challenges in commercializing our platforms in international markets without infringing, misappropriating or otherwise violating the intellectual property rights of third parties; • challenges in formulating effective marketing strategies targeting users from various jurisdictions and cultures, who have a diverse range of preferences and demands; • challenges in replicating or adapting our company policies and procedures to operating environments that are different from each other, including technology infrastructure; • challenges in managing compliance with local labor regulations and risks associated with labor dispute across different jurisdictions; • fluctuations in currency exchange rates; • increased competition with local players in different markets and sub-markets; • political instability and general economic or political conditions in particular countries or regions, including territorial or trade disputes, war and terrorism; • boycotts and embargoes that may be imposed by the international community on countries in which we offer our mobile applications; • exposure to different tax jurisdictions that may subject us to greater fluctuations in our effective tax rate and assessments in multiple jurisdictions on various tax-related assertions, including transfer pricing adjustments and permanent establishment; • compliance with privacy laws and data security laws, including heightened restrictions and barriers on the transfer of data between different jurisdictions; • regulatory regime and business practices that essentially favor domestic companies, such as tariffs, protectionism, subsidies and restrictions on foreign ownership, which could, among other things, give rise to competitive disadvantage for us and hinder our ability to execute our business strategies; • actions by local governments or others to restrict access to our products and services or to cause us to discontinue our operations in a particular market, regardless of whether these actions are taken for political, security or other reasons; 23 Table of Contents • other actions or interventions by local governments, including various forms of exchange controls, expropriation of assets and cancellation of contractual rights; and • increased costs associated with doing business in multiple jurisdictions.
Risk Factors—Risks Related to Doing Business in China—Any failure or perceived failure by us to comply with the Anti-Monopoly Guidelines for Platforms Economy Sector and other mainland China anti-monopoly laws and regulations may result in governmental investigations or enforcement actions, litigation or claims against us and could have an adverse effect on our business, financial condition and results of operations.” Mainland China government’s significant authority in regulating our operations and its oversight and control over offerings conducted overseas by, and foreign investment in, mainland China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors.
Risk Factors—Risks Related to Doing Business in China—Any failure or perceived failure by us to comply with the Anti-Monopoly Guidelines for Platforms Economy Sector and other Chinese mainland anti-monopoly laws and regulations may result in governmental investigations or enforcement actions, litigation or claims against us and could have an adverse effect on our business, financial condition and results of operations.” Chinese mainland government’s significant authority in regulating our operations and its oversight and control over offerings conducted overseas by, and foreign investment in, Chinese mainland-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors.
These risks and challenges include our ability to, among other things: • expand our paying user base for the various services offered by our platforms, including live video service, value-added service, mobile games and others; • develop and deploy diversified and distinguishable products, features and services for our users, customers and platform partners; • convince customers of the benefits of our marketing services compared to alternative forms of marketing, and continue to increase the efficiency of our mobile marketing solutions and expand our network of marketers; • develop or implement strategic initiatives to monetize our platforms; • develop beneficial relationship with key strategic partners, talented broadcasters and talent agencies for our live video service; • develop a reliable, scalable, secure, high-performance technology infrastructure that can efficiently handle increased usage; • successfully compete with other companies, some of which have substantially greater resources and market power than us, that are currently in, or may in the future enter, our industry, or duplicate the features of our services; • attract, retain and motivate talented employees; and • defend ourselves against litigation, regulatory, intellectual property, privacy or other claims.
These risks and challenges include our ability to, among other things: • expand our paying user base for the various services offered by our platforms, including live video services, value-added service and others; • develop and deploy diversified and distinguishable products, features and services for our users, customers and platform partners; • convince customers of the benefits of our marketing services compared to alternative forms of marketing, and to increase the efficiency of our mobile marketing solutions and expand our network of marketers; • develop or implement strategic initiatives to monetize our platforms; • develop beneficial relationship with key strategic partners, talented broadcasters and talent agencies for our live video service; • develop a reliable, scalable, secure, high-performance technology infrastructure that can efficiently handle increased usage; • successfully compete with other companies, some of which have substantially greater resources and market power than us, that are currently in, or may in the future enter, our industry, or duplicate the features of our services; • attract, retain and motivate talented employees; and • defend ourselves against litigation, regulatory, intellectual property, privacy or other claims.
The Chinese government has authority in regulating unlawful online activities and, irrespective of our efforts to control the content on our platform, government campaigns and other actions to reduce illicit and pornographic content and activities could subject us to negative press or regulatory challenges and sanctions, including fines, the suspension or revocation of our licenses to operate in mainland China or a ban of our platform, including closure of one or more parts of or our entire business.
The Chinese government has authority in regulating unlawful online activities and, irrespective of our efforts to control the content on our platform, government campaigns and other actions to reduce illicit and pornographic content and activities could subject us to negative press or regulatory challenges and sanctions, including fines, the suspension or revocation of our licenses to operate in Chinese mainland or a ban of our platform, including closure of one or more parts of or our entire business.
Moreover, the PRC Anti-Monopoly Law promulgated by the Standing Committee of the National People’s Congress on August 30, 2007, effective as of August 1, 2008, and amended on June 24, 2022, and the Rules of the State Council on Filing Threshold for Concentration of Undertakings promulgated on August 3, 2008 and amended on September 18, 2018 and January 22, 2024, respectively, require that transactions which are deemed concentrations and involve parties with specified turnover thresholds (i.e., during the previous fiscal year, (i) the total global turnover of all operators participating in the transaction exceeds RMB12 billion and at least two of these operators each had a turnover of more than RMB800 million within mainland China, or (ii) the total turnover within mainland China of all the operators participating in the concentration exceeds RMB4 billion, and at least two of these operators each had a turnover of more than RMB800 million within mainland China) must be cleared by the PRC anti-monopoly law enforcement authority of the State Council before they can be completed.
Moreover, the PRC Anti-Monopoly Law promulgated by the Standing Committee of the National People’s Congress on August 30, 2007, effective as of August 1, 2008, and amended on June 24, 2022, and the Rules of the State Council on Filing Threshold for Concentration of Undertakings promulgated on August 3, 2008 and amended on September 18, 2018 and January 22, 2024, respectively, require that transactions which are deemed concentrations and involve parties with specified turnover thresholds (i.e., during the previous fiscal year, (i) the total global turnover of all operators participating in the transaction exceeds RMB12 billion and at least two of these operators each had a turnover of more than RMB800 million within Chinese mainland, or (ii) the total turnover within Chinese mainland of all the operators participating in the concentration exceeds RMB4 billion, and at least two of these operators each had a turnover of more than RMB800 million within Chinese mainland) must be cleared by the PRC anti-monopoly law enforcement authority of the State Council before they can be completed.
We have experienced, and may in the future experience, service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes and cybersecurity related threats as follows: • our technology, system, networks and our users’ devices have been subject to, and may continue to be the target of, cyber-attacks, computer viruses, malicious code, phishing attacks or information security breaches that could result in an unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other information of ours, our employees or sensitive information provided by our users, or otherwise disrupt our, our users’ or other third parties’ business operations; • we periodically encounter attempts to create false accounts or use our platform to send targeted and untargeted spam messages to our users, or take other actions on our platform for purposes such as spamming or spreading misinformation, and we may not be able to repel spamming attacks; • the use of encryption and other security measures intended to protect our systems and confidential data may not provide absolute security, and losses or unauthorized access to or releases of confidential information may still occur; • our security measures may be breached due to employee error, malfeasance or unauthorized access to sensitive information by our employees, who may be induced by outside third parties, and we may not be able to anticipate any breach of our security or to implement adequate preventative measures; and • we may be subject to information technology system failures or network disruptions caused by natural disasters, accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, physical or electronic break-ins, or other events or disruptions.
We have experienced, and may in the future experience, service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes and cybersecurity related threats as follows: • our technology, system, networks and our users’ devices have been subject to, and may continue to be the target of, cyber-attacks, computer viruses, malicious code, phishing attacks or information security breaches that could result in an unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other information of ours, our employees or sensitive information provided by our users, or otherwise disrupt our, our users’ or other third parties’ business operations; 26 Table of Contents • we periodically encounter attempts to create false accounts or use our platform to send targeted and untargeted spam messages to our users, or take other actions on our platform for purposes such as spamming or spreading misinformation, and we may not be able to repel spamming attacks; • the use of encryption and other security measures intended to protect our systems and confidential data may not provide absolute security, and losses or unauthorized access to or releases of confidential information may still occur; • our security measures may be breached due to employee error, malfeasance or unauthorized access to sensitive information by our employees, who may be induced by outside third parties, and we may not be able to anticipate any breach of our security or to implement adequate preventative measures; and • we may be subject to information technology system failures or network disruptions caused by natural disasters, accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, physical or electronic break-ins, or other events or disruptions.
In 2009, the State Taxation Administration issued the Notice Regarding the Determination of Chinese-Controlled Overseas Incorporated Enterprises as PRC Tax Resident Enterprise on the Basis of De Facto Management Bodies, or the STA Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a mainland China-controlled enterprise that is incorporated offshore is located in mainland China.
In 2009, the State Taxation Administration issued the Notice Regarding the Determination of Chinese-Controlled Overseas Incorporated Enterprises as PRC Tax Resident Enterprise on the Basis of De Facto Management Bodies, or the STA Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a Chinese mainland-controlled enterprise that is incorporated offshore is located in Chinese mainland.
Risk Factors—Risks Related to Doing Business in Mainland China.” For example, in December 2021, the Cyberspace Administration of China, or the CAC, together with other authorities, jointly promulgated the Cybersecurity Review Measures, which became effective on February 15, 2022 and replaced its predecessor regulation.
Risk Factors—Risks Related to Doing Business in Chinese mainland.” For example, in December 2021, the Cyberspace Administration of China, or the CAC, together with other authorities, jointly promulgated the Cybersecurity Review Measures, which became effective on February 15, 2022 and replaced its predecessor regulation.
However, we cannot assure you that we will be successful in any of the foregoing initiatives, nor can we assure you that we will be able to successfully compete with current and new competitors on attracting paying users. Our efforts to provide greater incentives for our users to pay for our various services may not continue to succeed.
However, we cannot assure you that we will be successful in any of the foregoing initiatives, nor can we assure you that we will be able to successfully compete with current and new competitors on attracting paying users. Our efforts to provide greater incentives for our users to pay for our various services may not succeed.
We are still in the process of obtaining further guidance from regulatory authorities and evaluating the applicability and effect of the various requirements under the Notice 78 and the Opinions 3 on our business. Any limits on user spending on virtual gifting ultimately imposed may negatively impact our revenues derived from virtual gifting and our results of operations.
We are still in the process of obtaining further guidance from regulatory authorities and evaluating the applicability and effect of the various requirements under Notice 78 and the Opinions No. 3 on our business. Any limits on user spending on virtual gifting ultimately imposed may negatively impact our revenues derived from virtual gifting and our results of operations.
For example, the Opinions 3 requires online live broadcast platforms to reasonably limit the maximum amount of a single virtual gift and a single virtual gifting per time to remind the users whose daily consumption amount has triggered the corresponding threshold, and to set necessary cooling off period and deferred payment period.
For example, the Opinions No. 3 requires online live broadcast platforms to reasonably limit the maximum amount of a single virtual gift and a single virtual gifting per time to remind the users whose daily consumption amount has triggered the corresponding threshold, and to set necessary cooling off period and deferred payment period.
For example, the market for mobile devices in mainland China is highly fragmented, and the lower resolution, functionality, operating system compatibility and memory currently associated with the kaleidoscopic models of mobile devices in the Chinese marketplace may make the use of our services through these devices more difficult and impair the user experience.
For example, the market for mobile devices in Chinese mainland is highly fragmented, and the lower resolution, functionality, operating system compatibility and memory currently associated with the kaleidoscopic models of mobile devices in the Chinese marketplace may make the use of our services through these devices more difficult and impair the user experience.
If we are found to be in violation of any mainland China laws or regulations or if the contractual arrangements among our mainland China subsidiaries, the VIEs and their respective shareholders are determined to be illegal or invalid by the mainland China court, arbitral tribunal or regulatory authorities, the governmental authorities would have discretion in dealing with such violation, including, without limitation: • revoke our business and operating licenses; • require us to discontinue or restrict operations; • restrict our right to collect revenues; • block our websites; • require us to restructure the operations in such a way as to compel us to establish a new enterprise, re-apply for the necessary licenses or relocate our businesses, staff and assets; • requiring us to restructure our ownership structure or operations, including terminating the contractual arrangements with the VIEs and deregistering the equity pledges of the VIEs, which in turn would affect our ability to consolidate, derive economic interests from, or exert effective control over the VIEs; • restricting or prohibiting our use of the proceeds of any of our offshore financings to finance our business and operations in mainland China; • impose additional conditions or requirements with which we may not be able to comply; or • take other regulatory or enforcement actions against us that could be harmful to our business.
If we are found to be in violation of any PRC laws or regulations or if the contractual arrangements among our Chinese mainland subsidiaries, the VIEs and their respective shareholders are determined to be illegal or invalid by the Chinese mainland court, arbitral tribunal or regulatory authorities, the governmental authorities would have discretion in dealing with such violation, including, without limitation: • revoke our business and operating licenses; • require us to discontinue or restrict operations; • restrict our right to collect revenues; • block our websites; • require us to restructure the operations in such a way as to compel us to establish a new enterprise, re-apply for the necessary licenses or relocate our businesses, staff and assets; • requiring us to restructure our ownership structure or operations, including terminating the contractual arrangements with the VIEs and deregistering the equity pledges of the VIEs, which in turn would affect our ability to consolidate, derive economic interests from, or exert effective control over the VIEs; • restricting or prohibiting our use of the proceeds of any of our offshore financings to finance our business and operations in Chinese mainland; • impose additional conditions or requirements with which we may not be able to comply; or • take other regulatory or enforcement actions against us that could be harmful to our business.
This may happen because of broad market and industry factors, like the performance and fluctuation of the market prices of other companies with business operations located mainly in mainland China that have listed their securities in the United States. A number of Chinese companies have listed their securities on U.S. stock markets.
This may happen because of broad market and industry factors, like the performance and fluctuation of the market prices of other companies with business operations located mainly in Chinese mainland that have listed their securities in the United States. A number of Chinese companies have listed their securities on U.S. stock markets.
If we fail to obtain the relevant approval or complete other review or filing procedures for any future offshore offering or listing, we may face sanctions by the CSRC or other mainland China regulatory authorities, which may include fines and penalties on our operations in mainland China, limitations on our operating privileges in mainland China, restrictions on or prohibition of the payments or remittance of dividends by our subsidiaries in mainland China, restrictions on or delays to our future financing transactions offshore, or other actions that could have a material and adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ADSs.
If we fail to obtain the relevant approval or complete other review or filing procedures for any future offshore offering or listing, we may face sanctions by the CSRC or other Chinese mainland regulatory authorities, which may include fines and penalties on our operations in Chinese mainland, limitations on our operating privileges in Chinese mainland, restrictions on or prohibition of the payments or remittance of dividends by our subsidiaries in Chinese mainland, restrictions on or delays to our future financing transactions offshore, or other actions that could have a material and adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ADSs.
Any further rulemaking under the Notice 78, the Opinions 3 or other intensified regulation with respect to online live broadcast may increase our compliance burden, and may have an adverse impact on our business and results of operations.
Any further rulemaking under Notice 78, the Opinions No. 3 or other intensified regulation with respect to online live broadcast may increase our compliance burden, and may have an adverse impact on our business and results of operations.
Risk Factors—Risks Related to Our Corporate Structure—We may lose the ability to use and enjoy assets held by the VIEs that are important to the operation of the business if the VIEs declare bankruptcy or become subject to a dissolution or liquidation proceeding.” Risks Related to Doing Business in mainland China • The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections.
Risk Factors—Risks Related to Our Corporate Structure—We may lose the ability to use and enjoy assets held by the VIEs that are important to the operation of the business if the VIEs declare bankruptcy or become subject to a dissolution or liquidation proceeding.” Risks Related to Doing Business in Chinese mainland • The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections.
However, if the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong, and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the Securities and Exchange Commission, we and investors in our ADSs would be deprived of the benefits of such PCAOB inspections again, which could cause investors and potential investors in the ADSs to lose confidence in our auditor’s audit procedures and reported financial information and the quality of our financial statements.
However, if the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in Chinese mainland and Hong Kong, and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the Securities and Exchange Commission, we and investors in our ADSs would be deprived of the benefits of such PCAOB inspections again, which could cause investors and potential investors in the ADSs to lose confidence in our auditor’s audit procedures and reported financial information and the quality of our financial statements.
Risk Factors—Risks Related to Doing Business in Mainland China—Uncertainties in the interpretation and enforcement of mainland China laws and regulations could limit the legal protections available to you and us.” The Holding Foreign Companies Accountable Act Pursuant to the Holding Foreign Companies Accountable Act, which was enacted on December 18, 2020 and further amended by the Consolidated Appropriations Act, 2023 signed into law on December 29, 2022, or the HFCAA, if the Securities and Exchange Commission, or the SEC, determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the Public Company Accounting Oversight Board (United States), or the PCAOB, for two consecutive years, the SEC will prohibit our shares or the ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
Risk Factors—Risks Related to Doing Business in Chinese mainland—Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us.” The Holding Foreign Companies Accountable Act Pursuant to the Holding Foreign Companies Accountable Act, which was enacted on December 18, 2020 and further amended by the Consolidated Appropriations Act, 2023 signed into law on December 29, 2022, or the HFCAA, if the Securities and Exchange Commission, or the SEC, determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the Public Company Accounting Oversight Board (United States), or the PCAOB, for two consecutive years, the SEC will prohibit our shares or the ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
The Notice 78 also sets forth requirements for certain online live broadcast businesses with respect to real-name registration, limits on user spending on virtual gifting, restrictions on minors on virtual gifting, online live broadcast review personnel requirements, content tagging requirements, and other requirements.
Notice 78 also sets forth requirements for certain online live broadcast businesses with respect to real-name registration, limits on user spending on virtual gifting, restrictions on minors on virtual gifting, online live broadcast review personnel requirements, content tagging requirements, and other requirements.
Further, if we are a PFIC for any year during which a U.S. Holder held our ADSs or ordinary shares, we generally would continue to be treated as a PFIC for all succeeding years during which such U.S. Holder held our ADSs or ordinary shares.
Further, if we are a PFIC for any year during which a U.S. Holder held our ADSs or ordinary shares, we generally would continue to be treated as a PFIC for all succeeding years during which such U.S. Holder held our ADSs or ordinary shares. Each U.S.
If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the Securities and Exchange Commission, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year.
If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in Chinese mainland and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the Securities and Exchange Commission, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year.
Risk Factors—Risks Related to Our Corporate Structure—We rely on contractual arrangements with the VIEs and their respective shareholders for our operations in mainland China, which may not be as effective in providing operational control as direct ownership;” and • We may lose the ability to use and enjoy assets held by the VIEs that are important to the operation of our business if the VIEs declare bankruptcy or become subject to a dissolution or liquidation proceeding.
Risk Factors—Risks Related to Our Corporate Structure—We rely on contractual arrangements with the VIEs and their respective shareholders for our operations in Chinese mainland, which may not be as effective in providing operational control as direct ownership;” and • We may lose the ability to use and enjoy assets held by the VIEs that are important to the operation of our business if the VIEs declare bankruptcy or become subject to a dissolution or liquidation proceeding.
Key Information—Risk Factors—Risks Related to Doing Business in Mainland China—The approval of or filing with the CSRC or other mainland China government authorities may be required in connection with our offshore offerings under mainland China law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval.” Furthermore, the PRC anti-monopoly regulators have promulgated new anti-monopoly and competition laws and regulations and strengthened the enforcement under these laws and regulations.
Key Information—Risk Factors—Risks Related to Doing Business in Chinese mainland—The approval of or filing with the CSRC or other Chinese mainland government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval.” Furthermore, the PRC anti-monopoly regulators have promulgated new anti-monopoly and competition laws and regulations and strengthened the enforcement under these laws and regulations.
Risk Factors—Risks Related to Doing Business in Mainland China—If we fail to obtain and maintain the requisite licenses and approvals required under the complex regulatory environment applicable to our businesses in mainland China, or if we are required to take compliance actions that are time-consuming or costly, our business, financial condition and results of operations may be materially and adversely affected.” As a result, our business may suffer, our user base, revenues and profitability may be materially and adversely affected, and the price of our ADSs may decline.
Risk Factors—Risks Related to Doing Business in Chinese mainland—If we fail to obtain and maintain the requisite licenses and approvals required under the complex regulatory environment applicable to our businesses in Chinese mainland, or if we are required to take compliance actions that are time- consuming or costly, our business, financial condition and results of operations may be materially and adversely affected.” As a result, our business may suffer, our user base, revenues and profitability may be materially and adversely affected, and the price of our ADSs may decline.
If we fail to obtain the approval or complete the filings and other regulatory procedures, we may face sanctions by the CSRC or other mainland China regulatory agencies, which may include fines and penalties on our operations in mainland China, limitations on our operating privileges in mainland China, restrictions on or prohibition of the payments or remittance of dividends by our subsidiaries in mainland China, or other actions that could have a material and adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ADSs.
If we fail to obtain the approval or complete the filings and other regulatory procedures, we may face sanctions by the CSRC or other Chinese mainland regulatory agencies, which may include fines and penalties on our operations in Chinese mainland, limitations on our operating privileges in Chinese mainland, restrictions on or prohibition of the payments or remittance of dividends by our subsidiaries in Chinese mainland, or other actions that could have a material and adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ADSs.
Risk Factors—Risks Related to Doing Business in Mainland China—The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections;” • Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in mainland China.
Risk Factors—Risks Related to Doing Business in Chinese Mainland—The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections;” • Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in Chinese mainland.
Although the STA Circular 82 and the STA Bulletin 45 only apply to offshore incorporated enterprises controlled by mainland China enterprises or mainland China enterprise groups and not those controlled by mainland China individuals or foreigners, the determination criteria set forth therein may reflect the State Taxation Administration’s general position on how the term “de facto management body” could be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by mainland China enterprises, individuals or foreigners.
Although the STA Circular 82 and the STA Bulletin 45 only apply to offshore incorporated enterprises controlled by Chinese mainland enterprises or Chinese mainland enterprise groups and not those controlled by Chinese mainland individuals or foreigners, the determination criteria set forth therein may reflect the State Taxation Administration’s general position on how the term “de facto management body” could be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by Chinese mainland enterprises, individuals or foreigners.
Under the PRC Enterprise Income Tax Law and related regulations, dividends, interests, rent or royalties payable by a foreign-invested enterprise, such as our mainland China subsidiaries, to any of its foreign non-resident enterprise investors, and proceeds from any such foreign enterprise investor’s disposition of assets (after deducting the net value of such assets) are subject to a 10% withholding tax, unless the foreign enterprise investor’s jurisdiction of incorporation has a tax treaty with mainland China that provides for a reduced rate of withholding tax.
Under the PRC Enterprise Income Tax Law and related regulations, dividends, interests, rent or royalties payable by a foreign-invested enterprise, such as our Chinese mainland subsidiaries, to any of its foreign non-resident enterprise investors, and proceeds from any such foreign enterprise investor’s disposition of assets (after deducting the net value of such assets) are subject to a 10% withholding tax, unless the foreign enterprise investor’s jurisdiction of incorporation has a tax treaty with Chinese mainland that provides for a reduced rate of withholding tax.
On February 3, 2015, the State Taxation Administration issued a Public Notice on Several Issues Relating to Enterprise Income Tax on Transfer of Assets between Non-resident Enterprises, or the Public Notice 7, which extends its tax jurisdiction to capture not only indirect transfers but also transactions involving transfer of immovable property in mainland China and assets held under the establishment and place in mainland China of a foreign company through the offshore transfer of a foreign intermediate holding company.
On February 3, 2015, the State Taxation Administration issued a Public Notice on Several Issues Relating to Enterprise Income Tax on Transfer of Assets between Non-resident Enterprises, or the Public Notice 7, which extends its tax jurisdiction to capture not only indirect transfers but also transactions involving transfer of immovable property in Chinese mainland and assets held under the establishment and place in Chinese mainland of a foreign company through the offshore transfer of a foreign intermediate holding company.
Any failure to obtain or delay in obtaining the CSRC approval for any of our offshore offerings, or a rescission of such approval if obtained by us, would subject us to sanctions imposed by the CSRC or other mainland China regulatory authorities, which could include fines and penalties on our operations in mainland China, restrictions or limitations on our ability to pay dividends outside of mainland China, and other forms of sanctions that may materially and adversely affect our business, financial condition, and results of operations.
Any failure to obtain or delay in obtaining the CSRC approval for any of our offshore offerings, or a rescission of such approval if obtained by us, would subject us to sanctions imposed by the CSRC or other Chinese mainland regulatory authorities, which could include fines and penalties on our operations in Chinese mainland, restrictions or limitations on our ability to pay dividends outside of Chinese mainland, and other forms of sanctions that may materially and adversely affect our business, financial condition, and results of operations.
The user base of our Momo and Tantan apps have decreased in the past. There is no guarantee that our user base will grow at a desirable rate or at all in the future.
The user bases of our Momo and Tantan apps have decreased in the past. There is no guarantee that our user base will grow at a desirable rate or at all in the future.
We cannot predict the impact of the Cybersecurity Review Measures and the Draft Data Security Regulations, if any, at this stage, and we will closely monitor and assess any development in the rule-making process.
We cannot predict the impact of the Cybersecurity Review Measures and the Data Security Regulations, if any, at this stage, and we will closely monitor and assess any development in the rule-making process.
If we do not adapt to or comply with the evolving expectations and standards on ESG matters from investors and the mainland China government or are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, we may suffer from reputational damage and the business, financial condition, and the price of our ADSs could be materially and adversely effected.
If we do not adapt to or comply with the evolving expectations and standards on ESG matters from investors and the Chinese mainland government or are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, we may suffer from reputational damage and the business, financial condition, and the price of our ADSs could be materially and adversely effected.
For example, the M&A Rules require that the Ministry of Commerce be notified in advance of any change-of-control transaction in which a foreign investor takes control of a mainland China domestic enterprise, if (i) any important industry is concerned, (ii) such transaction involves factors that impact or may impact national economic security, or (iii) such transaction will lead to a change in control of a domestic enterprise which holds a famous trademark or mainland China time-honored brand.
For example, the M&A Rules require that the Ministry of Commerce be notified in advance of any change-of-control transaction in which a foreign investor takes control of a Chinese mainland domestic enterprise, if (i) any important industry is concerned, (ii) such transaction involves factors that impact or may impact national economic security, or (iii) such transaction will lead to a change in control of a domestic enterprise which holds a famous trademark or Chinese mainland time-honored brand.
The STA Bulletin 45 clarified certain issues in the areas of resident status determination, post-determination administration and competent tax authorities’ procedures. 48 Table of Contents According to the STA Circular 82, an offshore incorporated enterprise controlled by a mainland China enterprise or a mainland China enterprise group will be considered as a mainland China tax resident enterprise by virtue of having its “de facto management body” in mainland China and will be subject to mainland China enterprise income tax on its worldwide income only if all of the following conditions are met: (a) the senior management and core management departments in charge of its daily operations function have their presence mainly in mainland China; (b) its financial and human resources decisions are subject to determination or approval by persons or bodies in mainland China; (c) its major assets, accounting books, company seals, and minutes and files of its board and shareholders’ meetings are located or kept in mainland China; and (d) more than half of the enterprise’s directors or senior management with voting rights habitually reside in mainland China.
The STA Bulletin 45 clarified certain issues in the areas of resident status determination, post-determination administration and competent tax authorities’ procedures. 41 Table of Contents According to the STA Circular 82, an offshore incorporated enterprise controlled by a Chinese mainland enterprise or a Chinese mainland enterprise group will be considered as a Chinese mainland tax resident enterprise by virtue of having its “de facto management body” in Chinese mainland and will be subject to Chinese mainland enterprise income tax on its worldwide income only if all of the following conditions are met: (a) the senior management and core management departments in charge of its daily operations function have their presence mainly in Chinese mainland; (b) its financial and human resources decisions are subject to determination or approval by persons or bodies in Chinese mainland; (c) its major assets, accounting books, company seals, and minutes and files of its board and shareholders’ meetings are located or kept in Chinese mainland; and (d) more than half of the enterprise’s directors or senior management with voting rights habitually reside in Chinese mainland.
Risk Factors—Risks Related to Our Corporate Structure—If the mainland China government finds that the agreements that establish the structure for operating certain of our operations in mainland China do not comply with mainland China regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations” and “Item 3.
Risk Factors—Risks Related to Our Corporate Structure—If the Chinese mainland government finds that the agreements that establish the structure for operating certain of our operations in Chinese mainland do not comply with Chinese mainland regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations” and “Item 3.
If the mainland China government determines that the contractual arrangements constituting part of our ownership structure do not comply with mainland China regulations, or if these regulations change or are interpreted differently in the future, our ADSs may decline in value if we are unable to assert our contractual control rights over the assets of the VIEs, which conducts substantially all our business operations that generate external revenues.
If the Chinese mainland government determines that the contractual arrangements constituting part of our ownership structure do not comply with Chinese mainland regulations, or if these regulations change or are interpreted differently in the future, our ADSs may decline in value if we are unable to assert our contractual control rights over the assets of the VIEs, which conducts substantially all our business operations that generate external revenues.
Under the PRC Enterprise Income Tax Law, which became effective on January 1, 2008, as amended on February 24, 2017 and further amended on December 29, 2018, an enterprise established outside mainland China with “de facto management bodies” within mainland China is considered a “resident enterprise” for mainland China enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income.
Under the PRC Enterprise Income Tax Law, which became effective on January 1, 2008, as amended on February 24, 2017 and further amended on December 29, 2018, an enterprise established outside Chinese mainland with “de facto management bodies” within Chinese mainland is considered a “resident enterprise” for Chinese mainland enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income.
Any adverse changes in economic conditions in mainland China, in the policies of the Chinese government or in the laws and regulations in mainland China could have a material adverse effect on the overall economic growth of mainland China.
Any adverse changes in economic conditions in Chinese mainland, in the policies of the Chinese government or in the laws and regulations in Chinese mainland could have a material adverse effect on the overall economic growth of Chinese mainland.
Failure by such shareholders or beneficial owners to comply with SAFE regulations, or failure by us to amend the foreign exchange registrations of our mainland China subsidiaries, could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our subsidiaries’ ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospects.
Failure by such shareholders or beneficial owners to comply with SAFE regulations, or failure by us to amend the foreign exchange registrations of our Chinese mainland subsidiaries, could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our subsidiaries’ ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospects.
Each of such entities in mainland China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. These reserves are not distributable as cash dividends. For more details, see “Item 5.
Each of such entities in Chinese mainland is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. These reserves are not distributable as cash dividends. For more details, see “Item 5.
SAFE promulgated the Circular on Relevant Issues Relating to Foreign Exchange Control on Domestic Resident’s Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, in July 2014 that requires mainland China residents or entities to register with SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing.
SAFE promulgated the Circular on Relevant Issues Relating to Foreign Exchange Control on Domestic Resident’s Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, in July 2014 that requires Chinese mainland residents or entities to register with SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing.
As used in this annual report, “we,” “us,” “our company,” “our,” or “Hello Group” refers to Hello Group Inc., its subsidiaries, and, in the context of describing our operations and consolidated financial information, the VIEs and their subsidiaries in mainland China, including but not limited to Beijing Momo Technology Co., Ltd., or Beijing Momo, Tianjin Heer Technology Co., Ltd., or Tianjin Heer, Loudi Momo Technology Co.
As used in this annual report, “we,” “us,” “our company,” “our,” or “Hello Group” refers to Hello Group Inc., its subsidiaries, and, in the context of describing our operations and consolidated financial information, the VIEs and their subsidiaries in Chinese mainland, including but not limited to Beijing Momo Technology Co., Ltd., or Beijing Momo, Tianjin Heer Technology Co., Ltd., or Tianjin Heer, Loudi Momo Technology Co.
Key Information—D. Risk Factors—Risks Related to Doing Business in Mainland China—We face uncertainties with respect to the implementation of the PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations.” 3 Table of Contents Our corporate structure is subject to risks associated with our contractual arrangements with the VIEs.
Key Information—D. Risk Factors—Risks Related to Doing Business in Chinese mainland—We face uncertainties with respect to the implementation of the PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations.” 3 Table of Contents Our corporate structure is subject to risks associated with our contractual arrangements with the VIEs.
Many of these laws and regulations are subject to change and uncertain interpretation, and any failure or perceived failure to comply with these laws and regulations could result in claims, changes to our business practices, negative publicity, legal proceedings, increased cost of operations, or declines in user base or engagement, or otherwise harm our business.” 4 Table of Contents In addition, on February 17, 2023, the China Securities Regulatory Commission, or the CSRC, promulgated Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies, or the Overseas Listing Trial Measures and relevant five guidelines, which became effective on March 31, 2023.
Many of these laws and regulations are subject to change and uncertain interpretation, and any failure or perceived failure to comply with these laws and regulations could result in claims, changes to our business practices, negative publicity, legal proceedings, increased cost of operations, or declines in user base or engagement, or otherwise harm our business.” In addition, on February 17, 2023, the China Securities Regulatory Commission, or the CSRC, promulgated Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies, or the Overseas Listing Trial Measures and relevant five guidelines, which became effective on March 31, 2023.
Almost all access to the internet in mainland China is maintained through state-owned telecommunication operators under the administrative control and regulatory supervision of the MIIT. Moreover, we primarily rely on a limited number of telecommunication service providers to provide us with data communications capacity through local telecommunications lines and internet data centers to host our servers.
Almost all access to the internet in Chinese mainland is maintained through state-owned telecommunication operators under the administrative control and regulatory supervision of the MIIT. Moreover, we primarily rely on a limited number of telecommunication service providers to provide us with data communications capacity through local telecommunications lines and internet data centers to host our servers.
If the mainland China government deems that our contractual arrangements with the VIEs do not comply with mainland China regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.
If the Chinese mainland government deems that our contractual arrangements with the VIEs do not comply with Chinese mainland regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.
Hello Group Inc. may not be able to repay its indebtedness, and the Class A ordinary shares or ADSs of our company may decline in value or become worthless, if we are unable to assert our contractual control rights over the assets of our mainland China subsidiaries and the VIEs that conduct all or substantially all of our operations.
Hello Group Inc. may not be able to repay its indebtedness, and the Class A ordinary shares or ADSs of our company may decline in value or become worthless, if we are unable to assert our contractual control rights over the assets of our Chinese mainland subsidiaries and the VIEs that conduct all or substantially all of our operations.
Risk Factors—Risks Related to Doing Business in Mainland China—Uncertainties in the interpretation and enforcement of mainland China laws and regulations could limit the legal protections available to you and us;” • We face uncertainties with respect to the implementation of the PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations.
Risk Factors —Risks Related to Doing Business in Chinese Mainland—Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us;” • We face uncertainties with respect to the implementation of the PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations.
If the mainland China tax authorities determine that our company is a mainland China resident enterprise for mainland China enterprise income tax purposes, gains realized on the sale or other disposition of ADSs or ordinary shares may be subject to mainland China tax, at a rate of 10% in the case of non-mainland China enterprise holders or 20% in the case of non-mainland China individual holders, if such gains are deemed to be from mainland China sources.
If the Chinese mainland tax authorities determine that our company is a Chinese mainland resident enterprise for Chinese mainland enterprise income tax purposes, gains realized on the sale or other disposition of ADSs or ordinary shares may be subject to Chinese mainland tax, at a rate of 10% in the case of non-Chinese mainland enterprise holders or 20% in the case of non-Chinese mainland individual holders, if such gains are deemed to be from Chinese mainland sources.
Risk Factors—Risks Related to Doing Business in Mainland China—The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections.” And “Item 3. Key Information—D.
Risk Factors—Risks Related to Doing Business in Chinese mainland—The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections,” and “Item 3. Key Information—D.
Risks Related to Our Corporate Structure If the mainland China government finds that the agreements that establish the structure for operating certain of our operations in mainland China do not comply with mainland China regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.
Risks Related to Our Corporate Structure If the Chinese mainland government finds that the agreements that establish the structure for operating certain of our operations in Chinese mainland do not comply with Chinese mainland regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.
There remain uncertainties regarding the ultimate outcome of arbitration should legal action become necessary. These uncertainties could limit our ability to enforce these contractual arrangements. In addition, arbitration awards are final and can only be enforced in mainland China courts through arbitration award recognition proceedings, which could cause additional expenses and delays.
There remain uncertainties regarding the ultimate outcome of arbitration should legal action become necessary. These uncertainties could limit our ability to enforce these contractual arrangements. In addition, arbitration awards are final and can only be enforced in Chinese mainland courts through arbitration award recognition proceedings, which could cause additional expenses and delays.
The mainland China tax authorities have the discretion under the Circular 59, the Bulletin 37 and the Public Notice 7 to make adjustments to the taxable capital gains based on the difference between the fair value of the equity interests transferred and the cost of investment. We may pursue acquisitions in the future that may involve complex corporate structures.
The Chinese mainland tax authorities have the discretion under the Circular 59, the Bulletin 37 and the Public Notice 7 to make adjustments to the taxable capital gains based on the difference between the fair value of the equity interests transferred and the cost of investment. We may pursue acquisitions in the future that may involve complex corporate structures.
If occurrences of any of these events results in our inability to direct the activities of the VIEs in mainland China that most significantly impact their economic performance, or our failure to receive the economic benefits from the VIEs, we may not be able to consolidate the entity in the consolidated financial statements in accordance with U.S. GAAP.
If occurrences of any of these events results in our inability to direct the activities of the VIEs in Chinese mainland that most significantly impact their economic performance, or our failure to receive the economic benefits from the VIEs, we may not be able to consolidate the entity in the consolidated financial statements in accordance with U.S. GAAP.
For certain recent mainland China regulatory activities in this area, see “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations Relating to Information Security” and “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations Relating to Privacy Protection.” Many of the data-related legislations are relatively new and certain concepts thereunder remain subject to interpretation by the regulators.
For certain recent Chinese mainland regulatory activities in this area, see “Item 4. Information on the Company—B. Business Overview— Regulations—Regulations Relating to Information Security” and “Item 4. Information on the Company—B. Business Overview—Regulations— Regulations Relating to Privacy Protection.” Many of the data-related legislations are relatively new and certain concepts thereunder remain subject to interpretation by the regulators.
The mobile social and dating industry in mainland China is evolving and competitive, and has experienced a consistent stream of new products and market entrants within recent years. Tantan’s competitors may hold stronger competitive positions in certain geographical regions or with certain user demographics that we currently serve or may serve in the future.
The mobile social and dating industry in Chinese mainland is evolving and competitive, and has experienced a consistent stream of new products and market entrants within recent years. Tantan’s competitors may hold stronger competitive positions in certain geographical regions or with certain user demographics that we currently serve or may serve in the future.
In addition to this mandatory company chop, companies may have several other chops which can be used for specific purposes. The chops of our mainland China subsidiaries and the VIEs are generally held securely by personnel we designate or approve in accordance with our internal control procedures.
In addition to this mandatory company chop, companies may have several other chops which can be used for specific purposes. The chops of our Chinese mainland subsidiaries and the VIEs are generally held securely by personnel we designate or approve in accordance with our internal control procedures.
On March 15, 2019, the National People’s Congress approved the PRC Foreign Investment Law, which took effect on January 1, 2020 and replaced the Sino-Foreign Equity Joint Venture Enterprise Law, the Sino-Foreign Cooperative Joint Venture Enterprise Law and the Foreign Owned Enterprise Law, together with their implementation rules and ancillary regulations, to become the legal foundation for foreign investment in mainland China.
On March 15, 2019, the National People’s Congress approved the PRC Foreign Investment Law, which took effect on January 1, 2020 and replaced the Sino-Foreign Equity Joint Venture Enterprise Law, the Sino-Foreign Cooperative Joint Venture Enterprise Law and the Foreign Owned Enterprise Law, together with their implementation rules and ancillary regulations, to become the legal foundation for foreign investment in Chinese mainland.
Risk Factors—Risks Related to Doing Business in Mainland China—The mainland China government’s significant oversight and discretion over our business operations could result in a material adverse change in our operations and the value of our ADSs.” Risks and uncertainties arising from the legal system in mainland China, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in mainland China, could result in a material adverse change in our operations and the value of our ADSs.
Risk Factors—Risks Related to Doing Business in Chinese mainland—The Chinese mainland government’s significant oversight and discretion over our business operations could result in a material adverse change in our operations and the value of our ADSs.” Risks and uncertainties arising from the legal system in Chinese mainland, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in Chinese mainland, could result in a material adverse change in our operations and the value of our ADSs.
If the mainland China government finds that the agreements that establish the structure for operating certain of our operations in mainland China do not comply with mainland China regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.
If the Chinese mainland government finds that the agreements that establish the structure for operating certain of our operations in Chinese mainland do not comply with Chinese mainland regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.
In the event that it is difficult for our users to access and use our services, particularly on their mobile devices, our user base and user engagement could be harmed, and our business and operating results could be adversely affected. Our operations depend on the performance of the internet infrastructure and fixed telecommunications networks in mainland China.
In the event that it is difficult for our users to access and use our services, particularly on their mobile devices, our user base and user engagement could be harmed, and our business and operating results could be adversely affected. Our operations depend on the performance of the internet infrastructure and fixed telecommunications networks in Chinese mainland.
Regardless of the industry, increased focus from investors and the mainland China government on ESG and similar matters may hinder access to capital, as investors may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices. Any ESG concern or issue could increase our regulatory compliance costs.
Regardless of the industry, increased focus from investors and the Chinese mainland government on ESG and similar matters may hinder access to capital, as investors may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices. Any ESG concern or issue could increase our regulatory compliance costs.
The insurance industry in mainland China is still at an early stage of development and business and litigation insurance products offered in mainland China are limited. Other than the directors and officers liability insurance and certain real estate property insurance, we do not maintain any third-party liability, property, business interruption or key-man life insurance.
The insurance industry in Chinese mainland is still at an early stage of development and business and litigation insurance products offered in Chinese mainland are limited. Other than the directors and officers liability insurance and certain real estate property insurance, we do not maintain any third-party liability, property, business interruption or key-man life insurance.
We cannot rule out the possibility that the mainland China government will in the future release regulations or policies that directly or indirectly affect our industry or require us to seek additional permission to continue our operations, which could result in a material adverse change in our operation and/or the value of our ADSs.
We cannot rule out the possibility that the Chinese mainland government will in the future release regulations or policies that directly or indirectly affect our industry or require us to seek additional permission to continue our operations, which could result in a material adverse change in our operation and/or the value of our ADSs.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeThe Overseas Listing Trial Measures provides that an overseas listing or offering is explicitly prohibited, if any of the following: (i) such securities offering and listing is explicitly prohibited by provisions in laws, administrative regulations and state rules; (ii) the intended securities offering and listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance with law; (iii) the domestic company intending to make the securities offering and listing, or its controlling shareholder(s) and the actual controller, have committed relevant crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market economy during the latest three years; (iv) the domestic company intending to make the securities offering and listing is currently under investigations for suspicion of criminal offenses or major violations of laws and regulations, and no conclusion has yet been made thereof; or (v) there are material ownership disputes over equity held by the domestic company’s controlling shareholder(s) or by other shareholder(s) that are controlled by the controlling shareholder(s) and/or actual controller.
Biggest changeThe Overseas Listing Trial Measures provides that an overseas listing or offering is explicitly prohibited, if any of the following: (i) such securities offering and listing is explicitly prohibited by provisions in laws, administrative regulations and state rules; (ii) the intended securities offering and listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance with law; (iii) the domestic company intending to make the securities offering and listing, or its controlling shareholder(s) and the actual controller, have committed relevant crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market economy during the latest three years; (iv) the domestic company intending to make the securities offering and listing is currently under investigations for suspicion of criminal offenses or major violations of laws and regulations, and no conclusion has yet been made thereof; or (v) there are material ownership disputes over equity held by the domestic company’s controlling shareholder(s) or by other shareholder(s) that are controlled by the controlling shareholder(s) and/or actual controller. 76 Table of Contents The Overseas Listing Trial Measures provides that if the issuer meets the following criteria, the overseas securities offering and listing conducted by such issuer will be deemed as indirect overseas offering by Chinese mainland domestic companies: (i) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by domestic companies; and (ii) the main parts of the issuer’s business activities are conducted in Chinese mainland, or its main place(s) of business are located in Chinese mainland, or the majority of senior management staff in charge of its business operations and management are Chinese mainland citizens or have their usual place(s) of residence located in Chinese mainland.
On February 9, 2021, the CAC, the MIIT and other five departments jointly issued the Guiding Opinions on Strengthening of Administration of Online Live Broadcast, which became effective on the same day. The guidance opinions clarified various regulatory license requirements applicable to online live broadcast platforms, and provided additional compliance requirements on broadcast platform management.
On February 9, 2021, the CAC, the MIIT and other five departments jointly issued the Guiding Opinions on Strengthening the Administration of Online Live Broadcast, which became effective on the same day. The guidance opinions clarified various regulatory license requirements applicable to online live broadcast platforms, and provided additional compliance requirements on broadcast platform management.
Risk Factors—Risks Related to Doing Business in China—Any failure or perceived failure by us to comply with the Anti-Monopoly Guidelines for Platforms Economy Sector and other mainland China anti-monopoly laws and regulations may result in governmental investigations or enforcement actions, litigation or claims against us and could have an adverse effect on our business, financial condition and results of operations.” According to the Overseas Listing Trial Measures, mainland China domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information.
Risk Factors—Risks Related to Doing Business in China—Any failure or perceived failure by us to comply with the Anti-Monopoly Guidelines for Platforms Economy Sector and other Chinese mainland anti-monopoly laws and regulations may result in governmental investigations or enforcement actions, litigation or claims against us and could have an adverse effect on our business, financial condition and results of operations.” According to the Overseas Listing Trial Measures, Chinese mainland domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information.
A circular issued by the State Taxation Administration in April 2009 regarding the standards used to classify certain Chinese-invested enterprises controlled by Chinese enterprises or Chinese enterprise groups and established outside of mainland China as “resident enterprises” clarified that dividends and other income paid by such mainland China “resident enterprises” will be considered mainland China-source income and subject to mainland China withholding tax, currently at a rate of 10%, when paid to non-mainland China enterprise shareholders.
A circular issued by the State Taxation Administration in April 2009 regarding the standards used to classify certain Chinese-invested enterprises controlled by Chinese enterprises or Chinese enterprise groups and established outside of Chinese mainland as “resident enterprises” clarified that dividends and other income paid by such Chinese mainland “resident enterprises” will be considered Chinese mainland-source income and subject to Chinese mainland withholding tax, currently at a rate of 10%, when paid to non-Chinese mainland enterprise shareholders.
The PRC Anti-Monopoly Law promulgated by the Standing Committee of the National People’s Congress, which became effective on August 1, 2008, and was amended on June 24, 2022, and the Rules of the State Council on Filing Threshold for Concentration of Undertakings promulgated by the State Council on August 3, 2008, and amended on September 18, 2018 and January 22, 2024 respectively, require that where a concentration reaches one of the following thresholds, a filing must be completed in advance with the anti-monopoly law enforcement agency under the State Council, or otherwise the concentration shall not be implemented: (i) during the previous fiscal year, the total global turnover of all undertakings participating in the concentration exceeded RMB12 billion, and at least two of these undertakings each had a turnover of more than RMB800 million within mainland China; or (ii) during the previous fiscal year, the total turnover within mainland China of all the undertakings participating in the concentration exceeded RMB4 billion, and at least two of these undertakings each had a turnover of more than RMB800 million within mainland China.
The PRC Anti-Monopoly Law promulgated by the Standing Committee of the National People’s Congress, which became effective on August 1, 2008, and was amended on June 24, 2022, and the Rules of the State Council on Filing Threshold for Concentration of Undertakings promulgated by the State Council on August 3, 2008, and amended on September 18, 2018 and January 22, 2024 respectively, require that where a concentration reaches one of the following thresholds, a filing must be completed in advance with the anti-monopoly law enforcement agency under the State Council, or otherwise the concentration shall not be implemented: (i) during the previous fiscal year, the total global turnover of all undertakings participating in the concentration exceeded RMB12 billion, and at least two of these undertakings each had a turnover of more than RMB800 million within Chinese mainland; or (ii) during the previous fiscal year, the total turnover within Chinese mainland of all the undertakings participating in the concentration exceeded RMB4 billion, and at least two of these undertakings each had a turnover of more than RMB800 million within Chinese mainland.
We connect people and facilitate interactions over a rich collection of social experiences based on location, interests, content sharing and a variety of recreational activities including live talent shows, short videos, social games as well as other video- and audio-based interactive experiences, such as online parties, mobile karaoke and user participated reality shows.
We connect people and facilitate interactions over a rich collection of social experiences based on location, interests, content sharing and a variety of recreational activities including live talent shows, short videos as well as other video- and audio-based interactive experiences, such as online parties, mobile karaoke and user participated reality shows.
Communications within our platform are supported by multi-media instant messaging tools and other audio- and video-based communication tools and services. The Tantan Platform Tantan is a leading social and dating application, which is designed to help its users find and establish romantic connections, as well as meet interesting people.
Communications within our Momo platform are supported by multi-media instant messaging tools and other audio- and video-based communication tools and services. The Tantan Platform Tantan is a leading social and dating application, which is designed to help its users find and establish romantic connections, as well as meet interesting people.
SAFE Regulations on Employee Share Options Pursuant to the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plans of Overseas Publicly-Listed Companies, or the Circular 7, issued by SAFE in February 2012, employees, directors, supervisors and other senior management participating in any stock incentive plan of an overseas publicly listed company who are mainland China citizens or who are non-mainland China citizens residing in mainland China for a continuous period of not less than one year, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be a mainland China subsidiary of such overseas listed company, and complete certain other procedures.
SAFE Regulations on Employee Share Options Pursuant to the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plans of Overseas Publicly-Listed Companies, or the Circular 7, issued by SAFE in February 2012, employees, directors, supervisors and other senior management participating in any stock incentive plan of an overseas publicly listed company who are Chinese mainland citizens or who are non-Chinese mainland citizens residing in Chinese mainland for a continuous period of not less than one year, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be a Chinese mainland subsidiary of such overseas listed company, and complete certain other procedures.
Pursuant to various exclusive cooperation agreements, each as amended, Beijing Momo IT, its Chengdu branch and Hainan branch have the exclusive right to provide, among other things, licenses, copyrights, technical and non-technical services to Beijing Momo, Chengdu Momo, Tianjin Heer, Loudi Momo and Hainan Miaoka and can receive service fees and license fees as consideration.
Pursuant to various exclusive cooperation agreements, each as amended, Beijing Momo IT, its Chengdu branch and Hainan branch have the exclusive right to provide, among other things, licenses, copyrights, technical and non-technical services to Beijing Momo, Chengdu Momo, Tianjin Heer and Loudi Momo and can receive service fees and license fees as consideration.
For example, Tantan users can swipe through a pool of people to find potential matches and communicate with the matches through the instant messaging tool on the Tantan app. Tantan users can also create and share content or discover new connections via contents shared by other users.
For example, Tantan users can swipe through a pool of people to find potential matches and communicate with the matches through the instant messaging tool on the Tantan app. Tantan users can also create and share content or discover new connections via content shared by other users.
To comply with these laws and regulations, we have implemented internal procedures to monitor and review the content we have been licensed from content providers before they are released on our platform and remove any infringing content promptly after we receive notice of infringement from the legitimate rights holder. 84 Table of Contents On December 20, 2001, the State Council promulgated the new Regulations on Computer Software Protection, effective from January 1, 2002 and as amended in 2011 and 2013, which are intended to protect the rights and interests of the computer software copyright holders and encourage the development of software industry and information economy.
To comply with these laws and regulations, we have implemented internal procedures to monitor and review the content we have been licensed from content providers before they are released on our platform and remove any infringing content promptly after we receive notice of infringement from the legitimate rights holder. 72 Table of Contents On December 20, 2001, the State Council promulgated the new Regulations on Computer Software Protection, effective from January 1, 2002 and as amended in 2011 and 2013, which are intended to protect the rights and interests of the computer software copyright holders and encourage the development of software industry and information economy.
Failure to comply with the registration procedures set forth in SAFE Circular 37, or making misrepresentation on or failure to disclose controllers of FIE that is established through round-trip investment, may result in restrictions on the foreign exchange activities of the relevant foreign-invested enterprises, including payment of dividends and other distributions, such as proceeds from any reduction in capital, share transfer or liquidation, to its offshore parent or affiliate, and the capital inflow from the offshore parent, and may also subject relevant mainland China residents or entities to penalties under mainland China foreign exchange administration regulations.
Failure to comply with the registration procedures set forth in SAFE Circular 37, or making misrepresentation on or failure to disclose controllers of FIE that is established through round-trip investment, may result in restrictions on the foreign exchange activities of the relevant foreign-invested enterprises, including payment of dividends and other distributions, such as proceeds from any reduction in capital, share transfer or liquidation, to its offshore parent or affiliate, and the capital inflow from the offshore parent, and may also subject relevant Chinese mainland residents or entities to penalties under Chinese mainland foreign exchange administration regulations.
Beijing Momo IT (with its Chengdu branch and Hainan branch) and Tantan Technology may terminate the agreement at any time with a 30-day notice to Beijing Momo, Chengdu Momo, Tianjin Heer, Loudi Momo, Hainan Miaoka, Tantan Culture and Tianjin Apollo, as applicable, but Beijing Momo, Chengdu Momo, Tianjin Heer, Loudi Momo, Hainan Miaoka, Tantan Culture and Tianjin Apollo, may not terminate the agreement.
Beijing Momo IT (with its Chengdu branch and Hainan branch) and Tantan Technology may terminate the agreement at any time with a 30-day notice to Beijing Momo, Chengdu Momo, Tianjin Heer, Loudi Momo, Tantan Culture and Tianjin Apollo, as applicable, but Beijing Momo, Chengdu Momo, Tianjin Heer, Loudi Momo, Tantan Culture and Tianjin Apollo, may not terminate the agreement.
Regulations Relating to Foreign Investment in Value-Added Telecommunications Industry According to the Administrative Rules for Foreign Investment in Telecommunications Enterprises issued by the State Council effective in January 2002, as amended in September 2008, February 2016 and March 2022, foreign investors may hold no more than a 50% equity interest in a value-added telecommunications services provider in mainland China, and effective from May 1, 2022, such foreign investor will no longer be required to have experience in providing value-added telecommunications services overseas and maintain a good track record.
Regulations Relating to Foreign Investment in Value-Added Telecommunications Industry According to the Administrative Rules for Foreign Investment in Telecommunications Enterprises issued by the State Council effective in January 2002, as amended in September 2008, February 2016 and March 2022, foreign investors may hold no more than a 50% equity interest in a value-added telecommunications services provider in Chinese mainland, and effective from May 1, 2022, such foreign investor will no longer be required to have experience in providing value-added telecommunications services overseas and maintain a good track record.
Pursuant to the Notice of the State Administration of Taxation on the Issues concerning the Application of the Dividend Clauses of Tax Agreements, or the Circular 81, a Hong Kong resident enterprise must meet the following conditions, among others, in order to enjoy the reduced withholding tax: (i) it must be a company; (ii) it must directly own the required percentage of equity interests and voting rights in the mainland China resident enterprise; and (iii) it must have directly owned such required percentage in the mainland China resident enterprise throughout the 12 months prior to receiving the dividends.
Pursuant to the Notice of the State Administration of Taxation on the Issues concerning the Application of the Dividend Clauses of Tax Agreements, or the Circular 81, a Hong Kong resident enterprise must meet the following conditions, among others, in order to enjoy the reduced withholding tax: (i) it must be a company; (ii) it must directly own the required percentage of equity interests and voting rights in the Chinese mainland resident enterprise; and (iii) it must have directly owned such required percentage in the Chinese mainland resident enterprise throughout the 12 months prior to receiving the dividends.
If we fail to obtain the approval or complete the filings and other relevant regulatory procedures, we may face sanctions by the CSRC or other mainland China regulatory agencies, which may include fines and penalties on our operations in mainland China, limitations on our operating privileges in mainland China, restrictions on or prohibition of the payments or remittance of dividends by our subsidiaries in mainland China, or other actions that could have a material and adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ADSs.
If we fail to obtain the approval or complete the filings and other relevant regulatory procedures, we may face sanctions by the CSRC or other Chinese mainland regulatory agencies, which may include fines and penalties on our operations in Chinese mainland, limitations on our operating privileges in Chinese mainland, restrictions on or prohibition of the payments or remittance of dividends by our subsidiaries in Chinese mainland, or other actions that could have a material and adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ADSs.
The Standing Committee of the National People’s Congress has enacted the Decisions on Maintaining Internet Security on December 28, 2000, which may subject violators to criminal punishment in mainland China for any effort to: (i) gain improper entry into a computer or system of strategic importance; (ii) disseminate politically disruptive information; (iii) leak state secrets; (iv) spread false commercial information; or (v) infringe intellectual property rights.
The Standing Committee of the National People’s Congress has enacted the Decisions on Maintaining Internet Security on December 28, 2000, which may subject violators to criminal punishment in Chinese mainland for any effort to: (i) gain improper entry into a computer or system of strategic importance; (ii) disseminate politically disruptive information; (iii) leak state secrets; (iv) spread false commercial information; or (v) infringe intellectual property rights.
Key Information—Risk Factors—Risks Related to Doing Business in Mainland China—The approval of or filing with the CSRC or other mainland China government authorities may be required in connection with our offshore offerings under mainland China law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval.” Furthermore, the PRC anti-monopoly regulators have promulgated new anti-monopoly and competition laws and regulations and strengthened the enforcement under these laws and regulations.
Key Information—Risk Factors—Risks Related to Doing Business in Chinese mainland—The approval of or filing with the CSRC or other Chinese mainland government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval.” Furthermore, the PRC anti-monopoly regulators have promulgated new anti-monopoly and competition laws and regulations and strengthened the enforcement under these laws and regulations.
Pursuant to this circular, the opening of various special purpose foreign exchange accounts (e.g., pre-establishment expenses account, foreign exchange capital account, guarantee account), the reinvestment of RMB proceeds by foreign investors in mainland China, and remittance of foreign exchange profits and dividends by a FIE to its foreign shareholders no longer require the approval or verification of SAFE, and multiple capital accounts for the same entity may be opened in different provinces, which was not possible before.
Pursuant to this circular, the opening of various special purpose foreign exchange accounts (e.g., pre-establishment expenses account, foreign exchange capital account, guarantee account), the reinvestment of RMB proceeds by foreign investors in Chinese mainland, and remittance of foreign exchange profits and dividends by a FIE to its foreign shareholders no longer require the approval or verification of SAFE, and multiple capital accounts for the same entity may be opened in different provinces, which was not possible before.
As a result of these contractual arrangements, we are the primary beneficiary of the VIEs and their subsidiaries, and, therefore, have consolidated the financial results of the VIEs and their subsidiaries in our consolidated financial statements in accordance with U.S.
As a result of these contractual arrangements, we are the primary beneficiary of the VIEs and their subsidiaries, and, therefore, have consolidated the financial results of the VIEs and their subsidiaries in our consolidated financial statements in accordance with U.S. GAAP.
These decisions authorize the SARFT, the National Press and Publication Administration and the Ministry of Culture, to adopt detailed implementing rules according to these decisions. 68 Table of Contents On December 20, 2007, the SARFT and the Ministry of Information Industry jointly issued the Rules for the Administration of Internet Audio and Video Program Services, commonly known as the Circular 56, which came into effect as of January 31, 2008 and was amended on August 28, 2015.
These decisions authorize the SARFT, the National Press and Publication Administration and the Ministry of Culture, to adopt detailed implementing rules according to these decisions. 59 Table of Contents On December 20, 2007, the SARFT and the Ministry of Information Industry jointly issued the Rules for the Administration of Internet Audio and Video Program Services, commonly known as the Circular 56, which came into effect as of January 31, 2008 and was amended on August 28, 2015.
Under SAFE Circular 37, a SPV refers to an offshore entity established or controlled, directly or indirectly, by mainland China residents or entities for the purpose of seeking offshore financing or making offshore investment, using legitimate domestic or offshore assets or interests, while “round trip investment” refers to the direct investment in mainland China by mainland China residents or entities through SPVs, namely, establishing foreign-invested enterprises to obtain the ownership, control rights and management rights.
Under SAFE Circular 37, a SPV refers to an offshore entity established or controlled, directly or indirectly, by Chinese mainland residents or entities for the purpose of seeking offshore financing or making offshore investment, using legitimate domestic or offshore assets or interests, while “round trip investment” refers to the direct investment in Chinese mainland by Chinese mainland residents or entities through SPVs, namely, establishing foreign-invested enterprises to obtain the ownership, control rights and management rights.
According to the guidelines, activities of outbound data transfer include (i) overseas transmission by data processors of data collected and generated during domestic operations in mainland China; (ii) allowing overseas institutions, organizations or individuals to access, acquire, download or export data collected and generated by data processors and stored in mainland China; and (iii) other data processing activities conforming to the subdivision 2 of article 3 of the PRC Personal Information Protection Law such as processing domestic individuals’ personal information overseas.
According to the guidelines, activities of outbound data transfer include (i) overseas transmission by data processors of data collected and generated during domestic operations in Chinese mainland; (ii) allowing overseas institutions, organizations or individuals to access, acquire, download or export data collected and generated by data processors and stored in Chinese mainland; and (iii) other data processing activities conforming to the subdivision 2 of article 3 of the PRC Personal Information Protection Law such as processing domestic individuals’ personal information overseas.
In such event, these regulatory agencies may impose fines and penalties on our operations in mainland China, limit our operating privileges in mainland China, delay or restrict the repatriation of the proceeds from our initial public offering into mainland China, or take other actions that could have a material adverse effect on our business, financial condition, results of operations, and prospects, as well as the trading price of our ADSs.
In such event, these regulatory agencies may impose fines and penalties on our operations in Chinese mainland, limit our operating privileges in Chinese mainland, delay or restrict the repatriation of the proceeds from our initial public offering into Chinese mainland, or take other actions that could have a material adverse effect on our business, financial condition, results of operations, and prospects, as well as the trading price of our ADSs.
Risk Factors—Risks Related to Our Corporate Structure—If the mainland China government finds that the agreements that establish the structure for operating certain of our operations in mainland China do not comply with mainland China regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations,” and “Item 3.
Risk Factors—Risks Related to Our Corporate Structure—If the Chinese mainland government finds that the agreements that establish the structure for operating certain of our operations in Chinese mainland do not comply with Chinese mainland regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations,” and “Item 3.
According to the PRC Foreign Investment Law, “foreign investment” refers to the investment activities directly or indirectly conducted by one or more natural persons, business entities, or other organizations of a foreign country (collectively referred to as “foreign investors”) in mainland China, which includes investments made by foreign investors in mainland China through means stipulated by laws or administrative regulations or other methods prescribed by the State Council.
According to the PRC Foreign Investment Law, “foreign investment” refers to the investment activities directly or indirectly conducted by one or more natural persons, business entities, or other organizations of a foreign country (collectively referred to as “foreign investors”) in Chinese mainland, which includes investments made by foreign investors in Chinese mainland through means stipulated by laws or administrative regulations or other methods prescribed by the State Council.
Under the PRC Enterprise Income Tax Law and its implementation regulations, dividends generated from the business of a mainland China subsidiary after January 1, 2008 and payable to its foreign investor may be subject to a withholding tax rate of 10% if the mainland China tax authorities determine that the foreign investor is a non-resident enterprise, unless there is a tax treaty with mainland China that provides for a preferential withholding tax rate.
Under the PRC Enterprise Income Tax Law and its implementation regulations, dividends generated from the business of a Chinese mainland subsidiary after January 1, 2008 and payable to its foreign investor may be subject to a withholding tax rate of 10% if the Chinese mainland tax authorities determine that the foreign investor is a non-resident enterprise, unless there is a tax treaty with Chinese mainland that provides for a preferential withholding tax rate.
It requires mainland China domestic enterprises or its overseas listing vehicles, among others, seeking to offer or list its securities in overseas markets either directly or indirectly, to establish and improve their confidentiality and archives administration systems and take other necessary measures to prevent them from disclosing state secrets, secrets related to state authorities’ affairs or undermining national or public interests.
It requires Chinese mainland domestic enterprises or its overseas listing vehicles, among others, seeking to offer or list its securities in overseas markets either directly or indirectly, to establish and improve their confidentiality and archives administration systems and take other necessary measures to prevent them from disclosing state secrets, secrets related to state authorities’ affairs or undermining national or public interests.
Failure to complete SAFE registrations may subject them to fines and legal sanctions and may also limit our ability to contribute additional capital into our wholly-owned subsidiaries in mainland China and limit these subsidiaries’ ability to distribute dividends to us. In addition, the State Taxation Administration has issued certain circulars concerning employee share options or restricted shares.
Failure to complete SAFE registrations may subject them to fines and legal sanctions and may also limit our ability to contribute additional capital into our wholly-owned subsidiaries in Chinese mainland and limit these subsidiaries’ ability to distribute dividends to us. In addition, the State Taxation Administration has issued certain circulars concerning employee share options or restricted shares.
Hello Group Inc. may not be able to repay its indebtedness, and the Class A ordinary shares or ADSs of our company may decline in value or become worthless, if we are unable to assert our contractual control rights over the assets of our mainland China subsidiaries and the VIEs that conduct all or substantially all of our operations.
Hello Group Inc. may not be able to repay its indebtedness, and the Class A ordinary shares or ADSs of our company may decline in value or become worthless, if we are unable to assert our contractual control rights over the assets of our Chinese mainland subsidiaries and the VIEs that conduct all or substantially all of our operations.
The guidelines also provide that an algorithm filing system should be established, and classified security management of algorithms should be promoted. 81 Table of Contents On December 31, 2021, the CAC, the MIIT, the Ministry of Public Security, and the SAMR jointly promulgated the Administrative Provisions on Internet Information Service Algorithm Recommendation, which took effect on March 1, 2022.
The guidelines also provide that an algorithm filing system should be established, and classified security management of algorithms should be promoted. 69 Table of Contents On December 31, 2021, the CAC, the MIIT, the Ministry of Public Security, and the SAMR jointly promulgated the Administrative Provisions on Internet Information Service Algorithm Recommendation, which took effect on March 1, 2022.
In addition to our contribution to mainland China social insurance, which is in compliance with applicable laws and regulations, we arrange annual medical checkups for employees, provide employees with various supplemental insurance benefits (including life insurance, accident insurance, critical illness insurance, medical insurance and maternity insurance) and organize various fitness sessions and a wide range of leisure and recreational activities for employees.
In addition to our contribution to Chinese mainland social insurance, which is in compliance with applicable laws and regulations, we arrange annual medical checkups for employees, provide employees with various supplemental insurance benefits (including life insurance, accident insurance, critical illness insurance, medical insurance and maternity insurance) and organize various fitness sessions and a wide range of leisure and recreational activities for employees.
We believe that CSRC approval is not required in the context of our initial public offering as we are not a special purpose vehicle formed for listing purpose through acquisition of domestic companies that are controlled by our mainland China individual shareholders, as we acquired contractual control rather than equity interests in our domestic affiliated entities.
We believe that CSRC approval is not required in the context of our initial public offering as we are not a special purpose vehicle formed for listing purpose through acquisition of domestic companies that are controlled by our Chinese mainland individual shareholders, as we acquired contractual control rather than equity interests in our domestic affiliated entities.
Internet information providers that violate the prohibition may face criminal charges or administrative sanctions by the mainland China authorities. Internet information providers must monitor and control the information posted on their websites. If any prohibited content is found, they must remove the offensive content immediately, keep a record of it and report it to the authorities.
Internet information providers that violate the prohibition may face criminal charges or administrative sanctions by the Chinese mainland authorities. Internet information providers must monitor and control the information posted on their websites. If any prohibited content is found, they must remove the offensive content immediately, keep a record of it and report it to the authorities.
If the mainland China government finds that the agreements that establish the structure for operating our business do not comply with mainland China government restrictions on foreign investment in our businesses, we could be subject to severe penalties, including being prohibited from continuing operations. See “Item 3. Key Information—D.
If the Chinese mainland government finds that the agreements that establish the structure for operating our business do not comply with Chinese mainland government restrictions on foreign investment in our businesses, we could be subject to severe penalties, including being prohibited from continuing operations. See “Item 3. Key Information—D.
In 2018, we established the Momo Foundation, a private charitable fund that focuses on supporting elementary education and poverty alleviation in mainland China. In the subsequent years, the Momo Foundation donated RMB20.0 million to charitable causes. In 2021, 19 Hello Hope Elementary Schools donated by us were completed and put into use.
In 2018, we established the Momo Foundation, a private charitable fund that focuses on supporting elementary education and poverty alleviation in Chinese mainland. In the subsequent years, the Momo Foundation donated RMB20.0 million to charitable causes. In 2021, 19 Hello Hope Elementary Schools donated by us were completed and put into use.
If the CSRC or other mainland China regulatory agency subsequently determines that we need to obtain the CSRC’s approval for our initial public offering or if CSRC or any other mainland China government authorities will promulgate any interpretation or implementing rules before our listing that would require CSRC or other governmental approvals for our initial public offering, we may face sanctions by the CSRC or other mainland China regulatory agencies.
If the CSRC or other Chinese mainland regulatory agency subsequently determines that we need to obtain the CSRC’s approval for our initial public offering or if CSRC or any other Chinese mainland government authorities will promulgate any interpretation or implementing rules before our listing that would require CSRC or other governmental approvals for our initial public offering, we may face sanctions by the CSRC or other Chinese mainland regulatory agencies.
The Circular on Strengthening the Administration of Foreign Investment in and Operation of Value-Added Telecommunications Business, issued by the Ministry of Information Industry in July 2006, reiterated the regulations on foreign investment in telecommunications businesses, which require foreign investors to set up foreign-invested enterprises and obtain an ICP license to conduct any value-added telecommunications business in mainland China.
The Circular on Strengthening the Administration of Foreign Investment in and Operation of Value-Added Telecommunications Business, issued by the Ministry of Information Industry in July 2006, reiterated the regulations on foreign investment in telecommunications businesses, which require foreign investors to set up foreign-invested enterprises and obtain an ICP license to conduct any value-added telecommunications business in Chinese mainland.
The Public Notice 7 introduces a new tax regime, and extends its tax jurisdiction to capture not only indirect transfers but also transactions involving transfer of immovable property in mainland China and assets held under the establishment and place, in mainland China of a foreign company through the offshore transfer of a foreign intermediate holding company.
The Public Notice 7 introduces a new tax regime, and extends its tax jurisdiction to capture not only indirect transfers but also transactions involving transfer of immovable property in Chinese mainland and assets held under the establishment and place, in Chinese mainland of a foreign company through the offshore transfer of a foreign intermediate holding company.
An employer is required to set up occupational safety and sanitation systems, implement the national occupational safety and sanitation rules and standards, educate employees on occupational safety and sanitation, prevent accidents at work and reduce occupational hazards. In mainland China, workers dispatched by an employment agency are normally engaged in temporary, auxiliary or substitute work.
An employer is required to set up occupational safety and sanitation systems, implement the national occupational safety and sanitation rules and standards, educate employees on occupational safety and sanitation, prevent accidents at work and reduce occupational hazards. In Chinese mainland, workers dispatched by an employment agency are normally engaged in temporary, auxiliary or substitute work.
This M&A Rule purports to require, among other things, offshore SPVs, formed for listing purposes through acquisition of mainland China domestic companies and controlled by mainland China companies or individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange.
This M&A Rule purports to require, among other things, offshore SPVs, formed for listing purposes through acquisition of Chinese mainland domestic companies and controlled by Chinese mainland companies or individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange.
Corporate Philanthropy Since 2015, we have participated in various charitable initiatives including establishing an information system platform for missing children, making donations to regions damaged by natural disasters in Hunan province and setting up an education fund to support students and teachers in mainland China.
Corporate Philanthropy Since 2015, we have participated in various charitable initiatives including establishing an information system platform for missing children, making donations to regions damaged by natural disasters in Hunan province and setting up an education fund to support students and teachers in Chinese mainland.
Such measures define foreign investment as direct or indirect investment by foreign investors in mainland China, which includes (i) investment in new onshore projects or establishment of wholly foreign owned onshore companies or joint ventures with foreign investors; (ii) acquiring equity or asset of onshore companies by merger and acquisition; and (iii) onshore investment by and through any other means.
Such measures define foreign investment as direct or indirect investment by foreign investors in Chinese mainland, which includes (i) investment in new onshore projects or establishment of wholly foreign owned onshore companies or joint ventures with foreign investors; (ii) acquiring equity or asset of onshore companies by merger and acquisition; and (iii) onshore investment by and through any other means.
Under this circular, a domestic company that holds an ICP license is prohibited from leasing, transferring or selling the license to foreign investors in any form, and from providing any assistance, including providing resources, sites or facilities, to foreign investors that conduct value-added telecommunications business illegally in mainland China.
Under this circular, a domestic company that holds an ICP license is prohibited from leasing, transferring or selling the license to foreign investors in any form, and from providing any assistance, including providing resources, sites or facilities, to foreign investors that conduct value-added telecommunications business illegally in Chinese mainland.
Where a non-resident enterprise transfers taxable assets indirectly by disposing of the equity interests of an overseas holding company, which is an indirect transfer, the non-resident enterprise as either the transferor or the transferee, or the mainland China entity that directly owns the taxable assets, may report such indirect transfer to the tax authority.
Where a non-resident enterprise transfers taxable assets indirectly by disposing of the equity interests of an overseas holding company, which is an indirect transfer, the non-resident enterprise as either the transferor or the transferee, or the Chinese mainland entity that directly owns the taxable assets, may report such indirect transfer to the tax authority.
Effective from May 1, 2016, the mainland China tax authorities collect VAT in lieu of Business Tax in all regions and industries. All of our entities were subject to VAT at the rate of 6% for services provided and 16% for goods sold, as adjusted to 13% starting from April 1, 2019.
Effective from May 1, 2016, the Chinese mainland tax authorities collect VAT in lieu of Business Tax in all regions and industries. All of our entities were subject to VAT at the rate of 6% for services provided and 16% for goods sold, as adjusted to 13% starting from April 1, 2019.
Regulations Relating to Foreign Exchange Pursuant to the Regulations on the Administration of Foreign Exchange issued by the State Council and effective in 1996, as amended in January 1997 and August 2008, respectively, current account transactions, such as the sale or purchase of goods, are not subject to mainland China governmental approvals.
Regulations Relating to Foreign Exchange Pursuant to the Regulations on the Administration of Foreign Exchange issued by the State Council and effective in 1996, as amended in January 1997 and August 2008, respectively, current account transactions, such as the sale or purchase of goods, are not subject to Chinese mainland governmental approvals.
Corporate Laws and Foreign Investment Law The establishment, operation and management of corporate entities in mainland China are governed by the PRC Company Law, effective in 1994, as amended in 1999, 2004, 2005, 2013, 2018 and 2023, respectively. The latest amendment will become effective on July 1, 2024.
Corporate Laws and Foreign Investment Law The establishment, operation and management of corporate entities in Chinese mainland are governed by the PRC Company Law, effective in 1994, as amended in 1999, 2004, 2005, 2013, 2018 and 2023, respectively. The latest amendment will become effective on July 1, 2024.
Regulations Relating to Dividend Distribution Foreign-invested enterprises in mainland China may pay dividends only out of their accumulated profits after tax as determined in accordance with mainland China accounting standards. Remittance of dividends by a FIE out of mainland China is subject to examination by the banks designated by SAFE.
Regulations Relating to Dividend Distribution Foreign-invested enterprises in Chinese mainland may pay dividends only out of their accumulated profits after tax as determined in accordance with Chinese mainland accounting standards. Remittance of dividends by a FIE out of Chinese mainland is subject to examination by the banks designated by SAFE.
An amendment to the registration is required if there is a material change in the SPV registered, such as any change of basic information (including change of such mainland China residents, name and operation term), increases or decreases in investment amount, transfers or exchanges of shares, or mergers or divisions.
An amendment to the registration is required if there is a material change in the SPV registered, such as any change of basic information (including change of such Chinese mainland residents, name and operation term), increases or decreases in investment amount, transfers or exchanges of shares, or mergers or divisions.
If it is determined that any approval, filing or other administrative procedure from the CSRC or other mainland China governmental authorities is required for any future offering or listing, we cannot assure that we can obtain the required approval or accomplish the required filings or other regulatory procedures in a timely manner, or at all.
If it is determined that any approval, filing or other administrative procedure from the CSRC or other Chinese mainland governmental authorities is required for any future offering or listing, we cannot assure that we can obtain the required approval or accomplish the required filings or other regulatory procedures in a timely manner, or at all.
On August 1, 2013, the Pilot Program was implemented throughout mainland China. On December 12, 2013, the Ministry of Finance and the State Taxation Administration issued the Circular on the Inclusion of the Railway Transport Industry and Postal Service Industry in the Pilot Collection of Value-Added Tax in Lieu of Business Tax, or the Circular 106.
On August 1, 2013, the Pilot Program was implemented throughout Chinese mainland. On December 12, 2013, the Ministry of Finance and the State Taxation Administration issued the Circular on the Inclusion of the Railway Transport Industry and Postal Service Industry in the Pilot Collection of Value-Added Tax in Lieu of Business Tax, or the Circular 106.
Certain organizations in mainland China, including foreign-invested enterprises, may purchase, sell and/or remit foreign currencies at certain banks authorized to conduct foreign exchange business upon providing valid commercial documents. However, approval of SAFE is required for capital account transactions.
Certain organizations in Chinese mainland, including foreign-invested enterprises, may purchase, sell and/or remit foreign currencies at certain banks authorized to conduct foreign exchange business upon providing valid commercial documents. However, approval of SAFE is required for capital account transactions.
We exercise effective control over Beijing Top Maker through contractual arrangements among Beijing Top Maker, Beijing Momo IT, and Mr. Kuan He and Ms. Fei Dai. Each of Mr. Kuan He and Ms. Fei Dai holds 99% and 1% of the equity interest in Beijing Top Maker, respectively. (6) Beijing Perfect Match was established in April 2019.
We exercise effective control over Beijing Top Maker through contractual arrangements among Beijing Top Maker, Beijing Momo IT, and Mr. Kuan He and Ms. Fei Dai. Each of Mr. Kuan He and Ms. Fei Dai holds 99% and 1% of the equity interest in Beijing Top Maker, respectively. (4) Beijing Perfect Match was established in April 2019.
Where non-resident investors were involved in our private equity financing, if such transactions were determined by the tax authorities to lack reasonable commercial purpose, we and our non-resident investors may become at risk of being taxed under the Bulletin 37 and the Public Notice 7 and may be required to expend valuable resources to comply with the Bulletin 37 and the Public Notice 7 or to establish that we should not be taxed under the Bulletin 37 and the Public Notice 7. 83 Table of Contents The mainland China tax authorities have the discretion under the Circular 59, the Bulletin 37 and the Public Notice 7 to make adjustments to the taxable capital gains based on the difference between the fair value of the equity interests transferred and the cost of investment.
Where non-resident investors were involved in our private equity financing, if such transactions were determined by the tax authorities to lack reasonable commercial purpose, we and our non-resident investors may become at risk of being taxed under the Bulletin 37 and the Public Notice 7 and may be required to expend valuable resources to comply with the Bulletin 37 and the Public Notice 7 or to establish that we should not be taxed under the Bulletin 37 and the Public Notice 7. 71 Table of Contents The Chinese mainland tax authorities have the discretion under the Circular 59, the Bulletin 37 and the Public Notice 7 to make adjustments to the taxable capital gains based on the difference between the fair value of the equity interests transferred and the cost of investment.
Mainland China residents or entities who have contributed legitimate domestic or offshore interests or assets to SPVs but have yet to obtain SAFE registration before the implementation of SAFE Circular 37 shall register their ownership interests or control in such SPVs with SAFE or its local branch.
Chinese mainland residents or entities who have contributed legitimate domestic or offshore interests or assets to SPVs but have yet to obtain SAFE registration before the implementation of SAFE Circular 37 shall register their ownership interests or control in such SPVs with SAFE or its local branch.
Regulations on Mobile Internet Applications On June 28, 2016, the CAC issued the Administrative Provisions on Mobile Internet Application Information Services, which were amended on June 14, 2022 and became effective on August 1, 2022. The amended provisions clarify the requirements in relation to the provision of application information services and application distribution services in mainland China.
Regulations on Mobile Internet Applications On June 28, 2016, the CAC issued the Administrative Provisions on Mobile Internet Application Information Services, which were amended on June 14, 2022 and became effective on August 1, 2022. The amended provisions clarify the requirements in relation to the provision of application information services and application distribution services in Chinese mainland.
According to these provisions, network audio/video programs with minors as their main participants or recipients shall not contain any contents which are harmful to the minors, such as violence, pornography, heresy, superstition, drug taking and other illegal contents.
According to these provisions, network audio/video programs with minors as their main participants or recipients shall not contain any content which are harmful to the minors, such as violence, pornography, heresy, superstition, drug taking and other illegal content.
The mainland China subsidiaries of such overseas listed company have obligations to file documents related to employee share options or restricted shares with competent tax authorities and to withhold individual income taxes of those employees who exercise their share options.
The Chinese mainland subsidiaries of such overseas listed company have obligations to file documents related to employee share options or restricted shares with competent tax authorities and to withhold individual income taxes of those employees who exercise their share options.
Regulations Relating to Privacy Protection As an internet content provider, we are subject to regulations relating to protection of privacy. In recent years, mainland China government authorities have enacted laws and regulations on internet use to protect personal information from any unauthorized disclosure.
Regulations Relating to Privacy Protection As an internet content provider, we are subject to regulations relating to protection of privacy. In recent years, Chinese mainland government authorities have enacted laws and regulations on internet use to protect personal information from any unauthorized disclosure.
However, it also brings challenges to both the foreign transferor and transferee of the indirect transfers as they have to make self-assessment on whether the transaction should be subject to mainland China tax and to file or withhold the mainland China tax accordingly.
However, it also brings challenges to both the foreign transferor and transferee of the indirect transfers as they have to make self-assessment on whether the transaction should be subject to Chinese mainland tax and to file or withhold the Chinese mainland tax accordingly.
Any uncertainties or negative publicity regarding such approval requirement could materially and adversely affect our business, prospects, financial condition, reputation, and the trading price of our ADSs. 90 Table of Contents In December 2021, the CAC, together with other authorities, jointly promulgated the Cybersecurity Review Measures, which became effective on February 15, 2022 and replaces its predecessor regulation.
Any uncertainties or negative publicity regarding such approval requirement could materially and adversely affect our business, prospects, financial condition, reputation, and the trading price of our ADSs. In December 2021, the CAC, together with other authorities, jointly promulgated the Cybersecurity Review Measures, which became effective on February 15, 2022 and replaces its predecessor regulation.
We consider our employees the most valuable asset of our company. We offer competitive compensation and comprehensive benefits to attract and retain top talents in the industry. The remuneration and rewards include retention through share-based compensation and performance-based bonus.
Human Capital Compensation and Benefits. We consider our employees the most valuable asset of our company. We offer competitive compensation and comprehensive benefits to attract and retain top talents in the industry. The remuneration and rewards include retention through share-based compensation and performance-based bonus.
In other words, these movies and television shows, whether produced in mainland China or overseas, must be pre-approved by SARFT, and the distributors of these movies and television shows must obtain an applicable permit before releasing any such movie or television show.
In other words, these movies and television shows, whether produced in Chinese mainland or overseas, must be pre-approved by SARFT, and the distributors of these movies and television shows must obtain an applicable permit before releasing any such movie or television show.
Through constant product and operational innovations, we have effectively monetized through a wide variety of virtual gift experiences which not only generate revenue, but also encourage interactions among the users. We have two major business lines for monetization: live video service and value-added service. In addition, we also generate revenues from mobile marketing services, mobile games, and other services.
Through constant product and operational innovations, we have effectively monetized features through a wide variety of virtual gift experiences which not only generate revenue, but also encourage interactions among users. We have two major business lines for monetization: live video services and value-added service. In addition, we also generate revenues from mobile marketing services and other services.
We are further advised by Jingtian & Gongcheng that the ownership structures of our other wholly-owned entities in mainland China and our other VIEs in mainland China do not violate any applicable mainland China law, regulation or rule currently in effect, and the contractual arrangements among our other wholly-owned entities in mainland China, our other VIEs in mainland China and their respective shareholders governed by mainland China law are valid, binding and enforceable in accordance with their terms and applicable mainland China laws and regulations currently in effect.
We are further advised by Jingtian & Gongcheng that the ownership structures of our other wholly-owned entities in Chinese mainland and our other VIEs in Chinese mainland do not violate any applicable PRC law, regulation or rule currently in effect, and the contractual arrangements among our other wholly-owned entities in Chinese mainland, our other VIEs in Chinese mainland and their respective shareholders governed by PRC law are valid, binding and enforceable in accordance with their terms and applicable PRC laws and regulations currently in effect.
The provisions attach a sample standard contract for personal information outbound transfer. 74 Table of Contents On March 22, 2024, the CAC promulgated the Provisions on Facilitating and Regulating Cross-border Data Flow, effective on the same date.
The provisions attach a sample standard contract for personal information outbound transfer. 63 Table of Contents On March 22, 2024, the CAC promulgated the Provisions on Facilitating and Regulating Cross-border Data Flow, effective on the same date.
On June 27, 2022, the CAC promulgated the Administrative Provisions on the Account Information of Internet Users, effective from August 1, 2022, which applies to the registration, use, and management of internet users’ account information by internet information service providers in mainland China.
On June 27, 2022, the CAC promulgated the Administrative Provisions on the Account Information of Internet Users, effective from August 1, 2022, which applies to the registration, use, and management of internet users’ account information by internet information service providers in Chinese mainland.
Our company, our mainland China subsidiaries and the VIEs, and investors of our company face uncertainty about potential future actions by the mainland China government that could affect the enforceability of the contractual arrangements with the VIEs and, consequently, significantly affect the financial performance of the VIEs and our company as a whole.
Our company, our Chinese mainland subsidiaries and the VIEs, and investors of our company face uncertainty about potential future actions by the Chinese mainland government that could affect the enforceability of the contractual arrangements with the VIEs and, consequently, significantly affect the financial performance of the VIEs and our company as a whole.
Regulations This section sets forth a summary of the most significant rules and regulations that affect our business activities in mainland China or our shareholders’ rights to receive dividends and other distributions from us.
Regulations This section sets forth a summary of the most significant rules and regulations that affect our business activities in Chinese mainland or our shareholders’ rights to receive dividends and other distributions from us.
These decisions encourage and support non-state-owned companies to enter certain culture-related business in mainland China, subject to restrictions and prohibitions for investment in audio/video broadcasting, website news and certain other businesses by non-state-owned companies.
These decisions encourage and support non-state-owned companies to enter certain culture-related business in Chinese mainland, subject to restrictions and prohibitions for investment in audio/video broadcasting, website news and certain other businesses by non-state-owned companies.
Mainland China is a signatory to major international conventions on intellectual property rights and is subject to the Agreement on Trade Related Aspects of Intellectual Property Rights as a result of its accession to the World Trade Organization in December 2001. Copyright.
Chinese mainland is a signatory to major international conventions on intellectual property rights and is subject to the Agreement on Trade Related Aspects of Intellectual Property Rights as a result of its accession to the World Trade Organization in December 2001. Copyright.
We carry out anonymous employee satisfaction surveys on a regular basis to evaluate the fairness and effectiveness of team leaders’ conduct and better understand junior team members’ sentiment. Health and Safety. We are committed to providing a safe work environment for our employees. We have well-established security and food safety monitoring systems.
We carry out anonymous employee satisfaction surveys on a regular basis to evaluate the fairness and effectiveness of team leaders’ conduct and better understand junior team members’ sentiment. 56 Table of Contents Health and Safety. We are committed to providing a safe work environment for our employees. We have well-established security and food safety monitoring systems.
Under the exclusive call option agreements between Beijing Momo IT, Beijing Momo and each of the shareholders of Beijing Momo entered into on April 18, 2012, and amended and restated on April 18, 2014, each of the shareholders of Beijing Momo irrevocably granted Beijing Momo IT an exclusive option to purchase, to the extent permitted under mainland China law, all or part of their equity interests in Beijing Momo for a nominal price of RMB10 or the lowest price permitted under mainland China law.
Under the exclusive call option agreements between Beijing Momo IT, Beijing Momo and each of the shareholders of Beijing Momo entered into on April 18, 2012, and amended and restated on April 18, 2014, each of the shareholders of Beijing Momo irrevocably granted Beijing Momo IT an exclusive option to purchase, to the extent permitted under PRC law, all or part of their equity interests in Beijing Momo for a nominal price of RMB10 or the lowest price permitted under PRC law.
If the mainland China government finds that the agreements that establish the structure for operating our business in mainland China do not comply with mainland China laws and regulations, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we and the VIEs could be subject to severe penalties or be forced to relinquish our interests in those operations.
If the Chinese mainland government finds that the agreements that establish the structure for operating our business in Chinese mainland do not comply with PRC laws and regulations, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we and the VIEs could be subject to severe penalties or be forced to relinquish our interests in those operations.
Each of Messrs. Yan Tang, Yong Li, Xiaoliang Lei and Zhiwei Li holds 72.0%, 16.0%, 6.4% and 5.6% of the equity interest in Beijing Momo, respectively. Except for Zhiwei Li and Xiaoliang Lei, the shareholders of Beijing Momo are our shareholders and directors.
Yan Tang, Yong Li, Xiaoliang Lei and Zhiwei Li holds 72.0%, 16.0%, 6.4% and 5.6% of the equity interest in Beijing Momo, respectively. Except for Zhiwei Li and Xiaoliang Lei, the shareholders of Beijing Momo are our shareholders and directors.
(7) We exercise effective control over SpaceTime Beijing, through contractual arrangements among Beijing Momo IT, SpaceTime Beijing and Ms. Minyan Wang and Ms. Shasha Li. Each of Ms. Minyan Wang and Ms. Shasha Li holds 90% and 10% of the equity interest in SpaceTime Beijing, respectively.
(5) We exercise effective control over SpaceTime Beijing, through contractual arrangements among Beijing Momo IT, SpaceTime Beijing and Ms. Minyan Wang and Ms. Shasha Li. Each of Ms. Minyan Wang and Ms. Shasha Li holds 90% and 10% of the equity interest in SpaceTime Beijing, respectively.
The Overseas Listing Trial Measures comprehensively improves and reforms the existing regulatory regime for overseas offering and listing of mainland China domestic companies’ securities and regulates both direct and indirect overseas offering and listing of mainland China domestic companies’ securities by adopting a filing-based regulatory regime.
The Overseas Listing Trial Measures comprehensively improves and reforms the existing regulatory regime for overseas offering and listing of Chinese mainland domestic companies’ securities and regulates both direct and indirect overseas offering and listing of Chinese mainland domestic companies’ securities by adopting a filing-based regulatory regime.
The CSRC or other mainland China regulatory authorities also may take actions requiring us, or making it advisable for us, to halt our offerings before settlement and delivery of the shares offered.
The CSRC or other Chinese mainland regulatory authorities also may take actions requiring us, or making it advisable for us, to halt our offerings before settlement and delivery of the shares offered.
In addition, we are also investing in building and maintaining the technological infrastructures to support the delivery and usage of our products and services in a fast and efficient manner within a safe and secured environment. 63 Table of Contents Content Moderation As an operator of social platforms, we view content management and monitoring as a critical part of our operations.
In addition, we are also investing in building and maintaining the technological infrastructures to support the delivery and usage of our products and services in a fast and efficient manner within a safe and secured environment. Content Moderation As an operator of social platforms, we view content management and monitoring as a critical part of our operations.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeYear Ended December 31, 2021 2022 2023 RMB % RMB % RMB % (in thousands, except for percentages) Net revenues 14,575,719 100.0 12,704,172 100.0 12,002,323 100.0 Live video service 8,378,945 57.5 6,510,460 51.2 6,072,871 50.6 Value-added service 5,971,792 41.0 6,007,018 47.3 5,752,571 47.9 Mobile marketing services 159,010 1.1 124,956 1.0 133,677 1.1 Mobile games 47,712 0.3 55,732 0.4 19,610 0.2 Other services 18,260 0.1 6,006 0.1 23,594 0.2 Cost and expenses Cost of revenues (8,383,431 ) (57.5 ) (7,421,419 ) (58.4 ) (7,025,394 ) (58.5 ) Research and development expenses (1,131,781 ) (7.8 ) (1,006,219 ) (7.9 ) (884,590 ) (7.4 ) Sales and marketing expenses (2,604,309 ) (17.9 ) (2,073,617 ) (16.3 ) (1,414,949 ) (11.8 ) General and administrative expenses (624,700 ) (4.3 ) (596,006 ) (4.7 ) (502,479 ) (4.2 ) Impairment loss on goodwill and intangible assets (4,397,012 ) (30.1 ) — — — — Total cost and expenses (17,141,233 ) (117.6 ) (11,097,261 ) (87.3 ) (9,827,412 ) (81.9 ) Other operating income 175,947 1.2 20,632 0.2 130,105 1.1 (Loss) income from operations (2,389,567 ) (16.4 ) 1,627,543 12.9 2,305,016 19.2 Interest income 384,279 2.6 368,879 2.9 436,253 3.6 Interest expense (73,776 ) (0.5 ) (83,530 ) (0.7 ) (62,223 ) (0.5 ) Other gain or loss, net (16,000 ) (0.1 ) 118,325 0.9 (26,685 ) (0.2 ) 100 Table of Contents Year Ended December 31, 2021 2022 2023 RMB % RMB % RMB % (in thousands, except for percentages) (Loss) income before income tax and share of income on equity method investments (2,095,064 ) (14.4 ) 2,031,217 16.0 2,652,361 22.1 Income tax expense (822,556 ) (5.6 ) (562,281 ) (4.4 ) (630,023 ) (5.2 ) (Loss) income before share of income on equity method investments (2,917,620 ) (20.0 ) 1,468,936 11.6 2,022,338 16.8 Share of (loss) income on equity method investments (8,084 ) (0.1 ) 11,073 0.0 (70,643 ) (0.6 ) Net (loss) income (2,925,704 ) (20.1 ) 1,480,009 11.6 1,951,695 16.3 Comparison of the Years Ended December 31, 2021, 2022 and 2023 Net Revenues We currently generate revenues primarily from live video service, value-added service, mobile marketing services, mobile games, and other services.
Biggest changeYear Ended December 31, 2022 2023 2024 RMB % RMB % RMB % (in thousands, except for percentages) Net revenues 12,704,172 100.0 12,002,323 100.0 10,562,971 100.0 Live video service 6,510,460 51.2 6,072,871 50.6 5,092,854 48.2 Value-added service 6,007,018 47.3 5,752,571 47.9 5,322,726 50.4 Mobile marketing services 124,956 1.0 133,677 1.1 142,950 1.4 Mobile games 55,732 0.4 19,610 0.2 432 0.0 Other services 6,006 0.1 23,594 0.2 4,009 0.0 Cost and expenses Cost of revenues (7,421,419 ) (58.4 ) (7,025,394 ) (58.5 ) (6,447,341 ) (61.0 ) Research and development expenses (1,006,219 ) (7.9 ) (884,590 ) (7.4 ) (804,425 ) (7.6 ) Sales and marketing expenses (2,073,617 ) (16.3 ) (1,414,949 ) (11.8 ) (1,329,780 ) (12.6 ) General and administrative expenses (596,006 ) (4.7 ) (502,479 ) (4.2 ) (507,658 ) (4.8 ) Total cost and expenses (11,097,261 ) (87.3 ) (9,827,412 ) (81.9 ) (9,089,204 ) (86.0 ) Other operating income 20,632 0.2 130,105 1.1 59,003 0.6 Income from operations 1,627,543 12.9 2,305,016 19.2 1,532,770 14.5 Interest income 368,879 2.9 436,253 3.6 510,964 4.8 Interest expense (83,530 ) (0.7 ) (62,223 ) (0.5 ) (127,846 ) (1.2 ) Other gain or loss, net 118,325 0.9 (26,685 ) (0.2 ) (90,509 ) (0.9 ) Year Ended December 31, 2022 2023 2024 RMB % RMB % RMB % (in thousands, except for percentages) Income before income tax and share of income on equity method investments 2,031,217 16.0 2,652,361 22.1 1,825,379 17.3 Income tax expense (562,281 ) (4.4 ) (630,023 ) (5.2 ) (845,022 ) (8.0 ) Income before share of income on equity method investments 1,468,936 11.6 2,022,338 16.8 980,357 9.3 Share of income (loss) on equity method investments 11,073 0.0 (70,643 ) (0.6 ) 59,216 0.6 Net income 1,480,009 11.6 1,951,695 16.3 1,039,573 9.8 Comparison of the Years Ended December 31, 2022, 2023 and 2024 Net Revenues We currently generate revenues primarily from live video services, value-added service, mobile marketing services, and other services.
Revenue sharing primarily includes payments to broadcasters and talent agencies for our live video service as well as payments to virtual gift recipients and other influencers for our virtual gift service. Commission fees are payments made to third-party application stores and other payment channels for distributing our live video service, value-added service, and our mobile marketing services.
Revenue sharing primarily includes payments to broadcasters and talent agencies for our live video services as well as payments to virtual gift recipients and other influencers for our virtual gift service. Commission fees are payments made to third-party application stores and other payment channels for distributing our live video services, value-added service, and our mobile marketing services.
Revenues from our value-added service decreased by 4.2% to RMB5,752.6 million (US$810.2 million) in 2023 from RMB6,007.0 million in 2022, primarily due to the impact of the macro economy on consumer sentiment and our reduction in certain monetization activities such as large scale competition events to manage regulatory risks, and to a lesser extent, the decline in Tantan’s paying users that resulted from the reduction in channel marketing investment, the proactive filtering of paying spammer accounts to improve user experience, as well as the adjustments to subscription renewal policies from opt-out auto-renewal to opt-in auto-renewal as directed by regulators.
Revenues from our value-added service decreased by 4.2% to RMB5,752.6 million in 2023 from RMB6,007.0 million in 2022, primarily due to the impact of the macro economy on consumer sentiment and our reduction in certain monetization activities such as large scale competition events to manage regulatory risks, and to a lesser extent, the decline in Tantan’s paying users that resulted from the reduction in channel marketing investment, the proactive filtering of paying spammer accounts to improve user experience, as well as the adjustments to subscription renewal policies from opt-out auto-renewal to opt-in auto-renewal as directed by regulators.
E. Critical Accounting Estimates We prepare our financial statements in conformity with U.S. GAAP, which requires us to make estimates and assumptions that affect our reporting of, among other things, assets and liabilities, revenues and expenses and contingent assets and liabilities.
Critical Accounting Estimates We prepare our financial statements in conformity with U.S. GAAP, which requires us to make estimates and assumptions that affect our reporting of, among other things, assets and liabilities, revenues and expenses and contingent assets and liabilities.
Risk Factors—Risks Related to Doing Business in Mainland China—mainland China regulation of loans to, and direct investment in, mainland China entities by offshore holding companies and governmental control of currency conversion may restrict or prevent us from using offshore funds to make loans to our mainland China subsidiaries and the VIEs and their subsidiaries, or to make additional capital contributions to our mainland China subsidiaries.” As a result, there is uncertainty with respect to our ability to provide prompt financial support to our mainland China subsidiaries and the VIEs when needed.
Risk Factors—Risks Related to Doing Business in Chinese Mainland—Chinese mainland regulation of loans to, and direct investment in, Chinese mainland entities by offshore holding companies and governmental control of currency conversion may restrict or prevent us from using offshore funds to make loans to our Chinese mainland subsidiaries and the VIEs and their subsidiaries, or to make additional capital contributions to our Chinese mainland subsidiaries.” As a result, there is uncertainty with respect to our ability to provide prompt financial support to our Chinese mainland subsidiaries and the VIEs when needed.
We may be subject to adverse tax consequences and our consolidated results of operations may be adversely affected if the mainland China tax authorities determine that the contractual arrangements among our mainland China subsidiaries, the VIEs and their shareholders or their subsidiaries are not on an arm’s length basis and therefore constitute favorable transfer pricing. See “Item 3. Key Information—D.
We may be subject to adverse tax consequences and our consolidated results of operations may be adversely affected if the Chinese mainland tax authorities determine that the contractual arrangements among our Chinese mainland subsidiaries, the VIEs and their shareholders or their subsidiaries are not on an arm’s length basis and therefore constitute favorable transfer pricing. See “Item 3. Key Information—D.
Such direct loans to the nominee shareholders would be eliminated in our consolidated financial statements against the VIEs’ share capital. Our full-time employees in mainland China participate in a government-mandated contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, maternity insurance, employee housing fund and other welfare benefits are provided to such employees.
Such direct loans to the nominee shareholders would be eliminated in our consolidated financial statements against the VIEs’ share capital. Our full-time employees in Chinese mainland participate in a government-mandated contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, maternity insurance, employee housing fund and other welfare benefits are provided to such employees.
Notwithstanding the foregoing, our mainland China subsidiaries may use their own retained earnings (rather than RMB converted from foreign currency denominated capital) to provide financial support to the VIEs either through entrustment loans from our mainland China subsidiaries to the VIEs or direct loans to such VIEs’ nominee shareholders, which would be contributed to the consolidated variable entities as capital injections.
Notwithstanding the foregoing, our Chinese mainland subsidiaries may use their own retained earnings (rather than RMB converted from foreign currency denominated capital) to provide financial support to the VIEs either through entrustment loans from our Chinese mainland subsidiaries to the VIEs or direct loans to such VIEs’ nominee shareholders, which would be contributed to the consolidated variable entities as capital injections.
At the discretion of the shareholders of our mainland China subsidiaries, they may, after accruing the statutory common reserve fund, allocate a portion of their after-tax profits based on mainland China accounting standards to discretionary common reserve fund. The statutory common reserve fund and the discretionary common reserve fund cannot be distributed as cash dividends. See “Item 3. Key Information—D.
At the discretion of the shareholders of our Chinese mainland subsidiaries, they may, after accruing the statutory common reserve fund, allocate a portion of their after-tax profits based on Chinese mainland accounting standards to discretionary common reserve fund. The statutory common reserve fund and the discretionary common reserve fund cannot be distributed as cash dividends. See “Item 3. Key Information—D.
A finding that we owe additional taxes could significantly reduce the consolidated net income and the value of your investment.” Results of Operations The following table sets forth a summary of our consolidated results of operations for the periods indicated, both in absolute amounts and as percentages of our total net revenues.
A finding that we owe additional taxes could significantly reduce the consolidated net income and the value of your investment.” 86 Table of Contents Results of Operations The following table sets forth a summary of our consolidated results of operations for the periods indicated, both in absolute amounts and as percentages of our total net revenues.
The mainland China tax authorities may require us to adjust our taxable income under the contractual arrangements that our mainland China subsidiaries currently have in place with the VIEs in a way that could materially and adversely affect the ability of our mainland China subsidiaries to pay dividends and make other distributions to us.
The Chinese mainland tax authorities may require us to adjust our taxable income under the contractual arrangements that our Chinese mainland subsidiaries currently have in place with the VIEs in a way that could materially and adversely affect the ability of our Chinese mainland subsidiaries to pay dividends and make other distributions to us.
Our mainland China subsidiaries are required to set aside 10% of their accumulated after-tax profits each year, if any, to fund a statutory common reserve fund, until the aggregate amount of such fund reaches 50% of its respective registered capital.
Our Chinese mainland subsidiaries are required to set aside 10% of their accumulated after-tax profits each year, if any, to fund a statutory common reserve fund, until the aggregate amount of such fund reaches 50% of its respective registered capital.
Active user engagement powered by diverse functionalities and rich contents is essential for our ability to generate revenues from the various services we offer to users, including our live video business and our value-added services, among others. Monetization.
Active user engagement powered by diverse functionalities and rich content is essential for our ability to generate revenues from the various services we offer to users, including our live video business and our value-added services, among others. Monetization.
For 2023, we generated our revenues primarily from live video service and value-added service. Our revenues are driven by the number of our paying users and average revenue per paying user for the various services we offer to users, including live video service and value-added service.
For 2024, we generated our revenues primarily from live video services and value-added service. Our revenues are driven by the number of our paying users and average revenue per paying user for the various services we offer to users, including live video services and value-added service.
This assumes that such subsidiaries does not hold an interest in real estate in the British Virgin Islands. There are currently no withholding taxes or exchange control regulations in the British Virgin Islands applicable to such subsidiaries or its members.
This assumes that such subsidiaries does not hold an interest in real estate in the British Virgin Islands. There are currently no withholding taxes or exchange control regulations in the British Virgin Islands applicable to such subsidiaries or their members.
If the statutory common reserve fund is not sufficient to make up its losses in previous years (if any), our mainland China subsidiaries shall use the profits of the current year to make up the losses before accruing such statutory common reserve fund.
If the statutory common reserve fund is not sufficient to make up its losses in previous years (if any), our Chinese mainland subsidiaries shall use the profits of the current year to make up the losses before accruing such statutory common reserve fund.
We may purchase new servers, computers and other equipment in the future, as well as make leasehold improvements. Contractual Obligations The following table sets forth our contractual obligations by the specified categories as of December 31, 2023.
We may purchase new servers, computers and other equipment in the future, as well as make leasehold improvements. Contractual Obligations The following table sets forth our contractual obligations by the specified categories as of December 31, 2024.
In 2023, Beijing Momo IT and one of our subsidiaries, Beijing Leguanxing Information Technology Co., Ltd., entered into a cooperation agreement with Beijing Electronics Zone Co., Ltd. for the purchase of a real property located in Beijing, China with a total floor area of approximately 34,000 square meters for a total consideration of RMB846.0 million (US$119.2 million), for business purposes.
In 2023, Beijing Momo IT and one of our subsidiaries, Beijing Leguanxing Information Technology Co., Ltd., entered into a cooperation agreement with Beijing Electronics Zone Co., Ltd. for the purchase of a real property located in Beijing, China with a total floor area of approximately 34,000 square meters for a total consideration of RMB846.0 million, for business purposes.
Our long-term debt obligations primarily consist of the long-term borrowings we borrowed in September 2023, with a principal amount of RMB2,154.0 million (US$303.4 million), which bears an interest rate of 3.8% per year. 10.01% and 89.99% of the long-term borrowings will be due in 2024 and 2025, respectively.
Our long-term debt obligations primarily consist of the long-term borrowings we borrowed in September 2023, with principal amount of RMB2,154.0 million (US$303.4 million), which bears an interest rate of 3.8% per year. 10.01% of the long-term borrowings was due in 2024 and 89.99% of the long-term borrowings will be due in 2025.
As an offshore holding company, we are permitted under mainland China laws and regulations to provide funding from the proceeds of our offshore fund raising activities to our mainland China subsidiaries only through loans or capital contributions, and to the VIEs and their subsidiaries only through loans, in each case subject to the satisfaction of the applicable government registration and/or approval requirements.
As an offshore holding company, we are permitted under PRC laws and regulations to provide funding from the proceeds of our offshore fund raising activities to our Chinese mainland subsidiaries only through loans or capital contributions, and to the VIEs and their subsidiaries only through loans, in each case subject to the satisfaction of the applicable government registration and/or approval requirements.
The cost of revenues of Momo decreased by 4.5% from RMB6,704.0 million in 2022 to RMB6,404.0 million (US$902.0 million) in 2023, primarily due to the decrease in revenue sharing from the decrease in live video service revenue and virtual gift service revenue on Momo app, which was partially offset by an increase in revenue sharing from an increase in virtual gift service revenue in our new standalone apps.
The cost of revenues of Momo decreased by 4.5% from RMB6,704.0 million in 2022 to RMB6,404.0 million in 2023, primarily due to the decrease in revenue sharing from the decrease in live video services revenue and virtual gift service revenue on Momo app, which was partially offset by an increase in revenue sharing from an increase in virtual gift service revenue in our new standalone apps.
In addition, our subsidiaries are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with mainland China accounting standards and regulations.
In addition, our subsidiaries are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with Chinese mainland accounting standards and regulations.
Accordingly, in 2021 and 2022 Tantan Technology recorded the preferential tax rate adjustment from 15% to 0% for income tax expense of the fiscal year of 2020 and 2021. The other entities incorporated in mainland China were subject to an enterprise income tax at a rate of 25% for the years ended December 31, 2021, 2022 and 2023.
Accordingly, in 2021 and 2022 Tantan Technology recorded the preferential tax rate adjustment from 15% to 0% for income tax expense of the fiscal year of 2020 and 2021. The other entities incorporated in Chinese mainland were subject to an enterprise income tax at a rate of 25% for the years ended December 31, 2022, 2023 and 2024.
Momo HK received special dividends of RMB3,600.0 million from Beijing Momo IT in 2022. Withholding taxes of RMB360.0 million in connection with the dividends were fully paid during the year ended December 31, 2022. In 2023, we accrued withholding tax of RMB184.0 million (US$25.9 million) on retained earnings generated in 2023 by Beijing Momo IT.
Momo HK received special dividends of RMB3,600.0 million from Beijing Momo IT in 2022. Withholding taxes of RMB360.0 million in connection with the dividends were fully paid during the year ended December 31, 2022. In 2023, we accrued withholding tax of RMB184.0 million on retained earnings generated in 2023 by Beijing Momo IT.
Therefore, we applied an enterprise income tax rate of 15% to determine the tax liabilities for Chengdu Momo in the years ended December 31, 2021, 2022 and 2023.
Therefore, we applied an enterprise income tax rate of 15% to determine the tax liabilities for Chengdu Momo in the years ended December 31, 2022, 2023 and 2024.
Risk Factors—Risks Related to Our Corporate Structure—Contractual arrangements we have entered into with the VIEs may be subject to scrutiny by the mainland China tax authorities.
Risk Factors—Risks Related to Our Corporate Structure—Contractual arrangements we have entered into with the VIEs may be subject to scrutiny by the Chinese mainland tax authorities.
Financing Activities Net cash used in financing activities amounted to RMB1,699.9 million (US$239.4 million) in 2023, consisting primarily of the repurchase of our convertible senior notes, payment of our declared special cash dividend and repurchase of our ordinary shares, partially offset by the proceeds from long-term borrowings.
Net cash used in financing activities amounted to RMB1,699.9 million in 2023, consisting primarily of the repurchase of our convertible senior notes, payment of our declared special cash dividend and repurchase of our ordinary shares, partially offset by the proceeds from long-term borrowings.
The aggregate amount of cash dividends to be paid is approximately US$98.9 million, which will be funded by available cash on our balance sheet. We also plan to spend cash on repurchasing our ADSs and/or ordinary shares, in the open market or otherwise.
The aggregate amount of cash dividends to be paid is approximately 47.9 million, which will be funded by available cash on our balance sheet. We also plan to spend cash on repurchasing our ADSs and/or ordinary shares, in the open market or otherwise.
Under mainland China law, each of our mainland China subsidiaries and the VIEs is required to set aside 10% of their after-tax profits each year, if any, to fund a statutory common reserve until such reserve reaches 50% of their registered capital.
Under PRC law, each of our Chinese mainland subsidiaries and the VIEs is required to set aside 10% of their after-tax profits each year, if any, to fund a statutory common reserve until such reserve reaches 50% of their registered capital.
Net revenues decreased from RMB12,704.2 million in 2022 to RMB12,002.3 million (US$1,690.5 million) in 2023, primarily due to the macro softness in China, certain product adjustments on the Momo platform to manage regulatory risks, a reduction in marketing spend in Tantan, and the proactive filtering of paying spammer accounts to improve user experience on Tantan.
Net revenues decreased from RMB12,704.2 million in 2022 to RMB12,002.3 million in 2023, primarily due to the macro softness in China, certain product adjustments on the Momo platform to manage regulatory risks, a reduction in marketing spend in Tantan, and the proactive filtering of paying spammer accounts to improve user experience on Tantan.
Risk Factors—Risks Related to Our Corporate Structure—We may rely on dividends paid by our mainland China subsidiaries to fund cash and financing requirements.
Risk Factors—Risks Related to Our Corporate Structure—We may rely on dividends paid by our Chinese mainland subsidiaries to fund cash and financing requirements.
Tantan Cost and expenses of Tantan mainly consist of marketing and promotion expenses, labor costs, revenue sharing, commission fees, depreciation and other costs. Cost of revenues 2023 compared to 2022.
Tantan Cost and expenses of Tantan mainly consist of marketing and promotion expenses, labor costs, revenue sharing, commission fees, depreciation and other costs. Cost of revenues 2024 compared to 2023.
We monitor certain metrics of our Momo and Tantan apps on a quarterly basis, as they are, among other things, metrics to help us ensure that our business is on the right track. Momo.
We monitor certain metrics of our Momo and Tantan apps on a quarterly basis, as they are, among other things, metrics to help us ensure that our business is on the right track. 82 Table of Contents Momo.
Momo revenues decreased from RMB11,335.1 million in 2022 to RMB10,798.5 million (US$1,520.9 million) in 2023, primarily due to the decrease of RMB398.4 million (US$56.1 million) and RMB97.8 million (US$13.8 million) in net revenues from live video service and value-added service, respectively, mainly caused by the macro softness in China and certain product adjustments in the Momo app to manage regulatory risks, partially offset by the increase in net revenues generated by our standalone apps, such as Soulchill and Hertz.
Momo revenues decreased from RMB11,335.1 million in 2022 to RMB10,798.5 million in 2023, primarily due to the decrease of RMB398.4 million and RMB97.8 million in net revenues from live video services and value-added service, respectively, mainly caused by the macro softness in China and certain product adjustments in the Momo app to manage regulatory risks, partially offset by the increase in net revenues generated by our standalone apps, such as Soulchill and Hertz.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events since December 31, 2023 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 since 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. 98 Table of Contents E.
The non-cash items primarily include RMB267.1 million (US$37.6 million) in share-based compensation expenses, RMB74.5 million (US$10.5 million) in depreciation of property and equipment and RMB70.6 million (US$10.0 million) in share of loss on equity method investments, partially offset by RMB4.6 million (US$0.6 million) in gain on repurchase of convertible senior notes.
The non-cash items primarily include RMB267.1 million in share-based compensation expenses, RMB74.5 million in depreciation of property and equipment and RMB70.6 million in share of loss on equity method investments, partially offset by RMB4.6 million in gain on repurchase of convertible senior notes.
Our sales and marketing expenses decreased by 31.8% from RMB2,073.6 million in 2022 to RMB1,414.9 million (US$199.3 million) in 2023, primarily due to an RMB593.3 million (US$83.6 million) decrease in marketing and promotional expenses resulting from our initiatives to control cost and optimize Tantan’s channel marketing strategy and Momo’s strategy to trimming inefficient channel marketing spend, and an RMB26.4 million (US$3.7 million) decrease in salaries and benefits for our sales and marketing personnel primarily driven by our continuous optimization of personnel costs. 2022 compared to 2021.
Our sales and marketing expenses decreased by 31.8% from RMB2,073.6 million in 2022 to RMB1,414.9 million in 2023, primarily due to an RMB593.3 million decrease in marketing and promotional expenses resulting from our initiatives to control cost and optimize Tantan’s channel marketing strategy and Momo’s strategy to trimming inefficient channel marketing spend, and an RMB26.4 million decrease in salaries and benefits for our sales and marketing personnel primarily driven by our continuous optimization of personnel costs.
Other services revenues increased significantly by 292.8% to RMB23.6 million (US$3.3 million) in 2023 from RMB6.0 million in 2022, primarily attributable to more gains from brand promotion services in connection with our film and television series investment. 2022 compared to 2021.
Other services revenues increased significantly by 292.8% to RMB23.6 million in 2023 from RMB6.0 million in 2022, primarily attributable to more gains from brand promotion services in connection with our film and television series investment.
In addition, under mainland China laws and regulations, our mainland China subsidiaries may pay dividends only out of its accumulated profits as determined in accordance with mainland China accounting standards and regulations.
In addition, under PRC laws and regulations, our Chinese mainland subsidiaries may pay dividends only out of its accumulated profits as determined in accordance with Chinese mainland accounting standards and regulations.
Our live video service revenues decreased by 6.7% from RMB6,510.5 million in 2022 to RMB6,072.9 million (US$855.3 million) in 2023, primarily due to a soft consumer sentiment in the current macro environment, certain product adjustments in the Momo app to manage regulatory risks, and to a lesser degree, Tantan pivoting away from the less dating-centric live video service. 2022 compared to 2021.
Our live video services revenues decreased by 6.7% from RMB6,510.5 million in 2022 to RMB6,072.9 million in 2023, primarily due to a soft consumer sentiment in the current macro environment, certain product adjustments in the Momo app to manage regulatory risks, and to a lesser degree, Tantan pivoting away from the less dating-centric live video service.
General and administrative expenses 2023 compared to 2022. The general and administrative expenses of Tantan decreased by 20.3% from RMB33.2 million in 2022 to RMB26.5 million (US$3.7 million) in 2023, which was mainly due to a decrease in salaries and benefits for general and administrative personnel. 2022 compared to 2021.
The general and administrative expenses of Tantan decreased by 20.3% from RMB33.2 million in 2022 to RMB26.5 million in 2023, which was mainly due to a decrease in salaries and benefits for general and administrative personnel.
In the past, our capital expenditures were principally incurred to purchase servers, computers and other office equipment, and to pay for leasehold improvements for our offices.
In the past, our capital expenditures were principally incurred to purchase servers, computers and other office equipment, and to pay for leasehold improvements for our offices and the construction of office buildings.
The numbers of Momo quarterly paying users for our live video service and value-added services on our Momo application, without double counting the overlap (Momo Paying Users) are presented by the charts below for the periods indicated. 96 Table of Contents Tantan. We monitor both MAUs and number of paying users of our Tantan app.
The numbers of paying users for the live video services and value-added services on our Momo application, without double counting the overlap, are presented by the charts below for the periods indicated. Tantan. We monitor both MAUs and number of paying users of our Tantan app.
The cost of revenues of Tantan decreased by 16.2% from RMB714.9 million in 2022 to RMB599.3 million (US$84.4 million) in 2023, which was primarily due to a decrease in labor cost and a decrease in revenue sharing from a decrease in live video service revenue, which was partially offset by an increase in revenue sharing from an increase in virtual gift service revenue on Tantan app. 2022 compared to 2021.
The cost of revenues of Tantan decreased by 16.2% from RMB714.9 million in 2022 to RMB599.3 million in 2023, which was primarily due to a decrease in labor cost and a decrease in revenue sharing from a decrease in live video services revenue, which was partially offset by an increase in revenue sharing from an increase in virtual gift service revenue on Tantan app.
This decrease was primarily due to an RMB115.4 million (US$16.2 million) decrease in salaries and benefits for research and development personnel primarily driven by our continuous optimization of personnel costs, and an RMB4.1 million (US$0.6 million) decrease in depreciation and amortization expenses associated with research and development activities.
This decrease was primarily due to an RMB115.4 million decrease in salaries and benefits for research and development personnel primarily driven by our continuous optimization of personnel costs, and an RMB4.1 million decrease in depreciation and amortization expenses associated with research and development activities.
All of our entities have obtained the VAT special invoices as the deduction vouchers, and therefore, we have adopted the net presentation of VAT. 99 Table of Contents Pursuant to applicable mainland China laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the mainland China tax authorities.
All of our entities have obtained the VAT special invoices as the deduction vouchers, and therefore, we have adopted the net presentation of VAT. Pursuant to applicable PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the Chinese mainland tax authorities.
The sales and marketing expenses of Tantan decreased by 62.8% from RMB721.9 million in 2022 to RMB268.7 million (US$37.8 million) in 2023, which was primarily due to a decrease in marketing and promotional expenses, as a result of our initiatives to control cost and optimize Tantan’s channel marketing strategy. 2022 compared to 2021.
The sales and marketing expenses of Tantan decreased by 62.8% from RMB721.9 million in 2022 to RMB268.7 million in 2023, which was primarily due to a decrease in marketing and promotional expenses, as a result of our initiatives to control cost and optimize Tantan’s channel marketing strategy. General and administrative expenses 2024 compared to 2023.
Labor costs consist of salaries and benefits, including share-based compensation expenses, for our employees involved in the operation of our platform. Depreciation mainly consists of depreciation cost on our servers, computers and other equipment. Other costs mainly consist of office rental expenses and professional fees related to live video service.
Labor costs consist of salaries and benefits, including share-based compensation expenses, for our employees involved in the operation of our platform. Depreciation mainly consists of depreciation cost on our servers, computers and other equipment. Other costs mainly consist of production costs in connection with film and television content, office rental expenses and professional fees related to live video service.
Liquidity and Capital Resources As of December 31, 2023, we have financed our operations primarily through net cash provided by operating activities, as well as from the issuance of equity and convertible note securities and from long-term borrowings.
Liquidit y and Capital Resources As of December 31, 2024, we have financed our operations primarily through net cash provided by operating activities, as well as from the issuance of equity and convertible note securities and from long-term borrowings.
Our other gain or loss, net was a net loss of RMB26.7 million (US$3.8 million) in 2023, compared to a net gain of RMB118.3 million in 2022. The net loss of RMB26.7 million (US$3.8 million) in 2023 mainly resulted from impairment loss on some long-term investments. 2022 compared to 2021.
Our other gain or loss, net was a net loss of RMB26.7 million in 2023, compared to a net gain of RMB118.3 million in 2022. The net loss of RMB26.7 million in 2023 mainly resulted from impairment loss on some long-term investments. Net income 2024 compared to 2023.
The principal items accounting for the difference between our net cash provided by operating activities and our net income were non-cash items of RMB457.2 million (US$64.4 million) and an increase of RMB131.7 million (US$18.6 million) in working capital.
The principal items accounting for the difference between our net cash provided by operating activities and our net income were non-cash items of RMB457.2 million and an increase of RMB131.7 million in working capital.
In March 2024, we declared a special cash dividend in the amount of US$0.54 per ADS, or US$0.27 per ordinary share. The cash dividend will be paid on April 30, 2024 to shareholders of record at the close of business on April 12, 2024. The ex-dividend date was April 11, 2024.
In March 2025, we declared a special cash dividend in the amount of US$0.30 per ADS, or US$0.15 per ordinary share. The cash dividend will be paid on April 30, 2025 to shareholders of record at the close of business on April 11, 2025. The ex-dividend date was April 11, 2025.
Tantan revenues decreased from RMB1,367.9 million in 2022 to RMB1,196.6 million (US$168.5 million) in 2023, which was driven by the decrease of RMB156.7 million (US$22.1 million) in its value-added service revenues and a decrease of RMB39.2 million (US$5.5 million) in its live video service revenues.
Tantan revenues decreased from RMB1,367.9 million in 2022 to RMB1,196.6 million in 2023, which was driven by the decrease of RMB156.7 million in its value-added service revenues and a decrease of RMB39.2 million in its live video services revenues.
The research and development expenses of Tantan decreased by 11.3% from RMB303.1 million in 2021 to RMB268.8 million in 2022, which was primarily due to a decrease in salaries and benefits for research and development personnel. Sales and marketing expenses 2023 compared to 2022.
The research and development expenses of Tantan decreased by 18.1% from RMB268.8 million in 2022 to RMB220.3 million in 2023, which was primarily due to a decrease in salaries and benefits for research and development personnel. Sales and marketing expenses 2024 compared to 2023.
For the three years ended December 31, 2021, 2022 and 2023, our research and development expenditures, including share-based compensation expenses for research and development personnel, were RMB1,131.8 million, RMB1,006.2 million and RMB884.6 million (US$124.6 million), respectively. For the year ended December 31, 2023, our research and development expenditures represented 7.4% of our total net revenues.
For the three years ended December 31, 2022, 2023 and 2024, our research and development expenditures, including share-based compensation expenses for research and development personnel, were RMB1,006.2 million, RMB884.6 million and RMB804.4 million (US$110.2 million), respectively. For the year ended December 31, 2024, our research and development expenditures represented 7.6% of our total net revenues.
The increase in working capital was primarily attributable to a decrease in accrued expenses and other current liabilities of RMB183.8 million (US$25.9 million) and a decrease in deferred revenue of RMB42.4 million (US$6.0 million), partially offset by a decrease in prepaid expenses and other current assets of RMB84.8 million (US$11.9 million).
The increase in working capital was primarily attributable to a decrease in accrued expenses and other current liabilities of RMB183.8 million and a decrease in deferred revenue of RMB42.4 million, partially offset by a decrease in prepaid expenses and other current assets of RMB84.8 million.
The general and administrative expenses of Momo decreased by 14.7% from RMB547.8 million in 2022 to RMB467.5 million (US$65.9 million) in 2023, primarily due to a decrease of RMB83.6 million (US$11.8 million) in salary expenses and share-based compensation expenses as a result of our continuous optimization in personnel costs and the decreased fair value of the share options newly granted in recent years. 107 Table of Contents 2022 compared to 2021.
The general and administrative expenses of Momo decreased by 14.7% from RMB547.8 million in 2022 to RMB467.5 million in 2023, primarily due to a decrease of RMB83.6 million in salary expenses and share-based compensation expenses as a result of our continuous optimization in personnel costs and the decreased fair value of the share options newly granted in recent years.
We have a large team of engineers and developers, which accounted for approximately 62.5% of our employees as of December 31, 2023. Most of our engineers and developers are based in our headquarters in Beijing.
We have a large team of engineers and developers, which accounted for approximately 61% of our employees as of December 31, 2024. Most of our engineers and developers are based in our headquarters in Beijing.
We have been taking measures to boost user activities and user spending willingness, including adjustment to our sales and marketing spending, organization of more special events and activities for users on our applications, and modification of our product strategies to feature more functions that reward users for regularly using and paying on our applications.
We have been taking measures to boost user activities and user spending willingness, including organizing more special events and activities for users on our applications, and modifying of our product strategies to feature more functions that reward users for regularly using and paying on our applications.
The first 2 million Hong Kong dollars of profits earned by the company are subject to be taxed at an income tax rate of 8.25%, while the remaining profits will continue to be taxed at the existing tax rate, 16.5%.
The first 2 million Hong Kong dollars of profits earned by the company are subject to taxation at an income tax rate of 8.25%, while the remaining profits are subject to taxation at an income tax rate of 16.5%.
As of December 31, 2021, 2022 and 2023, we had RMB5,570.6, RMB5,018.1 million and RMB5,620.5 million (US$791.6 million), respectively, in cash and cash equivalents. Our cash and cash equivalents primarily consist of cash on hand and highly liquid investments, which are unrestricted from withdrawal or use, or which have original maturities of three months or less when purchased.
As of December 31, 2022, 2023 and 2024, we had RMB5,018.1 million, RMB5,620.5 million and RMB4,122.7 million (US$564.8 million), respectively, in cash and cash equivalents. Our cash and cash equivalents primarily consist of cash on hand and highly liquid investments, which are unrestricted from withdrawal or use, or which have original maturities of three months or less when purchased.
QOOL revenues increased from RMB1.2 million in 2022 to RMB7.3 million (US$1.0 million) in 2023, mainly due to the promotion services rendered during a television series we produced ourselves. 2022 compared to 2021.
QOOL revenues decreased from RMB7.3 million in 2023 to RMB0.9 million (US$0.1 million) in 2024, mainly due to less promotion service rendered. 2023 compared to 2022. QOOL revenues increased from RMB1.2 million in 2022 to RMB7.3 million in 2023, mainly due to the promotion services rendered during a television series we produced ourselves.
In addition, the decreases were partially offset by the increase of RMB11.6 million (US$1.6 million) in net revenues from other services generated by film and television series investment and distribution promotion business. 2022 compared to 2021.
In addition, the decreases were partially offset by the increase of RMB11.6 million in net revenues from other services generated by film and television series investment and distribution promotion business. Tantan 2024 compared to 2023.
We accrue for these benefits based on certain percentages of the employees’ salaries. The total provisions for such employee benefits were RMB241.7 million, RMB228.1 million and RMB206.5 million (US$29.1 million) in 2021, 2022 and 2023, respectively.
We accrue for these benefits based on certain percentages of the employees’ salaries. The total provisions for such employee benefits were RMB228.1 million, RMB206.5 million and RMB201.1 million (US$27.5 million) in 2022, 2023 and 2024, respectively.
Net cash provided by investing activities amounted to RMB1,715.8 million in 2022, consisting primarily of cash received on maturity of short-term deposits, partially offset by the purchase of long-term deposits and short-term deposits.
Net cash provided by investing activities amounted to RMB2,413.1 million in 2023, consisting primarily of cash received on maturity of short-term deposits, partially offset by the purchase of long-term deposits and short-term deposits. 96 Table of Contents Net cash provided by investing activities amounted to RMB1,715.8 million in 2022, consisting primarily of cash received on maturity of short- term deposits, partially offset by the purchase of long-term deposits and short-term deposits.
As a result of these mainland China laws and regulations, the capital and statutory common reserves restricted which represented the amount of net assets of our relevant subsidiaries in mainland China not available for distribution were RMB1,509.1 million (US$212.6 million) as of December 31, 2023. C.
As a result of these PRC laws and regulations, the capital and statutory common reserves restricted which represented the amount of net assets of our relevant subsidiaries in Chinese mainland not available for distribution were RMB1,509.1 million (US$206.7 million) as of December 31, 2024. C.
The decrease was primarily due to the decline in Tantan’s paying users that resulted from a reduction in marketing spend in Tantan and proactive filtering of paying spammer accounts to improve user experience on Tantan. 2022 compared to 2021.
The decrease was primarily due to the decline in Tantan’s paying users that resulted from a reduction in marketing spend in Tantan and proactive filtering of paying spammer accounts to improve user experience on Tantan. 91 Table of Contents QOOL 2024 compared to 2023.
Research and development expense 2023 compared to 2022. The research and development expenses of Momo decreased by 9.9% from RMB737.4 million in 2022 to RMB664.3 million (US$93.6 million) in 2023, primarily due to a decrease in salaries and benefits for research and development personnel. 2022 compared to 2021.
The research and development expenses of Momo decreased by 9.9% from RMB737.4 million in 2022 to RMB664.3 million in 2023, primarily due to a decrease in salaries and benefits for research and development personnel. Sales and marketing expenses 2024 compared to 2023.
Hong Kong Our subsidiaries domiciled in Hong Kong are subject to a two-tiered income tax rate for taxable income earned in Hong Kong effectively since April 1, 2018.
Hong Kong Our subsidiaries domiciled in Hong Kong are subject to a two-tiered income tax rate for taxable income earned in Hong Kong.
Both Momo and Tantan users can become members by paying membership fees per contract period, which ranges from one month to one year. Both Momo and Tantan members are entitled to additional functionalities and privileges on Momo and Tantan mobile applications, respectively. 101 Table of Contents 2023 compared to 2022.
Both Momo and Tantan users can become members by paying membership fees per contract period, which ranges from one month to one year. Both Momo and Tantan members are entitled to additional functionalities and privileges on Momo and Tantan mobile applications, respectively. 2024 compared to 2 023.
As of December 31, 2023, the amount of the restricted net assets, which represents registered capital and additional paid-in capital cumulative appropriations made to statutory reserves, was RMB1,509.1million (US$212.6 million).
As of December 31, 2024, the amount of the restricted net assets, which represents registered capital and additional paid-in capital cumulative appropriations made to statutory reserves, was RMB1,509.1 million (US$206.7 million).
The following table sets forth a summary of our cash flows for the periods indicated: 110 Table of Contents Year Ended December 31, 2021 2022 2023 (in RMB thousands) Net cash provided by operating activities 1,559,198 1,226,891 2,277,161 Net cash provided by investing activities 2,550,342 1,715,845 2,413,069 Net cash used in financing activities (1,786,909 ) (3,432,559 ) (1,699,907 ) Effect of exchange rate changes (41,669 ) 41,390 93,988 Net increase (decrease) in cash and cash equivalents 2,280,962 (448,433 ) 3,084,311 Cash and cash equivalents and restricted cash at beginning of year 3,366,072 5,647,034 5,198,601 Cash and cash equivalents and restricted cash at end of year 5,647,034 5,198,601 8,282,912 Anticipated Use of Cash We intend to continue to invest in our research and development capabilities to grow our user base and enhance user experience.
The following table sets forth a summary of our cash flows for the periods indicated: Year Ended December 31, 2022 2023 2024 (in RMB thousands) Net cash provided by operating activities 1,226,891 2,277,161 1,639,994 Net cash provided by (used in) investing activities 1,715,845 2,413,069 (558,887 ) Net cash (used in) provided by financing activities (3,432,559 ) (1,699,907 ) 236,197 Effect of exchange rate changes 41,390 93,988 42,205 Net (decrease) increase in cash and cash equivalents (448,433 ) 3,084,311 1,359,509 Cash and cash equivalents and restricted cash at beginning of year 5,647,034 5,198,601 8,282,912 Cash and cash equivalents and restricted cash at end of year 5,198,601 8,282,912 9,642,421 Anticipated Use of Cash We intend to continue to invest in our research and development capabilities to grow our user base and enhance user experience.
We must continue to upgrade our technology infrastructure to keep pace with technological innovations, to develop new features and services for our platform and to further enhance our big data analytical capabilities.
Our technology infrastructure is critical for us to retain and attract users, customers and platform partners. We must continue to upgrade our technology infrastructure to keep pace with technological innovations, to develop new features and services for our platform and to further enhance our big data analytical capabilities.
The sales and marketing expenses of Momo decreased by 15.5% from RMB1,346.7 million in 2022 to RMB1,138.5 million (US$160.4 million) in 2023, primarily due to a decrease of RMB178.7 million (US$25.2 million) in marketing and promotional expense as a result of Momo’s strategy to trimming inefficient channel marketing spend, and a decrease of RMB18.7 million (US$2.6 million) in the salaries and benefits for sales and marketing personnel. 2022 compared to 2021.
The sales and marketing expenses of Momo decreased by 15.5% from RMB1,346.7 million in 2022 to RMB1,138.5 million in 2023, primarily due to a decrease of RMB178.7 million in marketing and promotional expense as a result of Momo’s strategy to trimming inefficient channel marketing spend, and a decrease of RMB18.7 million in the salaries and benefits for sales and marketing personnel. 92 Table of Contents General and administrative expense 2024 compared to 2023.
The number of our employees decreased from 2,051 as of December 31, 2021 to 1,705 as of December 31, 2022, and further decreased to 1,382 as of December 31, 2023. We must recruit, retain and motivate talented employees while controlling our personnel-related expenses, including share-based compensation expenses. Marketing and Brand Promotion.
The number of our employees was 1,705 as of December 31, 2022, 1,382 as of December 31, 2023, and 1,390 as of December 31, 2024. We must recruit, retain and motivate talented employees while controlling our personnel-related expenses, including share-based compensation expenses. Marketing and Brand Promotion.
Any limitation on the ability of our mainland China subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business and to pay dividends to holders of the ADSs and our ordinary shares.” Furthermore, our investments made as registered capital and additional paid-in capital of our mainland China subsidiaries, the VIEs and their subsidiaries are also subject to restrictions on their distribution and transfer according to mainland China laws and regulations.
Any limitation on the ability of our Chinese mainland subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business and to pay dividends to holders of the ADSs and our ordinary shares.” Furthermore, our investments made as registered capital and additional paid-in capital of our Chinese mainland subsidiaries, the VIEs and their subsidiaries are also subject to restrictions on their distribution and transfer according to PRC laws and regulations. 94 Table of Contents As a result, our Chinese mainland subsidiaries, the VIEs and their subsidiaries in Chinese mainland are restricted in their ability to transfer their net assets to us in the form of cash dividends, loans or advances.
The research and development expenses of Tantan decreased by 18.1% from RMB268.8 million in 2022 to RMB220.3 million (US$31.0 million) in 2023, which was primarily due to a decrease in salaries and benefits for research and development personnel. 2022 compared to 2021.
Research and development expenses 2024 compared to 2023. The research and development expenses of Tantan decreased by 26.9% from RMB220.3 million in 2023 to RMB161.0 million (US$22.1 million) in 2024, which was primarily due to a decrease in salaries and benefits for research and development personnel. 2023 compared to 2022.
British Virgin Islands Our subsidiaries incorporated in the British Virgin Islands and all dividends, interest, rents, royalties, compensation and other amounts paid by such subsidiaries to persons who are not resident in the British Virgin Islands and any capital gains realized with respect to any shares, debt obligations, or other securities of our company by persons who are not resident in the British Virgin Islands are exempt from all provisions of the Income Tax Ordinance in the British Virgin Islands.
British Virgin Islands Our subsidiaries incorporated in the British Virgin Islands and all dividends, interest, rents, royalties, compensation and other amounts paid by such subsidiaries to persons who are not resident in the British Virgin Islands and any capital gains realized with respect to any shares, debt obligations, or other securities of our company by persons who are not resident in the British Virgin Islands are exempt from all provisions of the Income Tax Ordinance in the British Virgin Islands. 84 Table of Contents No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable by persons who are not resident in the British Virgin Islands with respect to any shares, debt obligation or other securities of such subsidiaries.
Cost of revenues Cost of revenues 2023 compared to 2022.
Cost of revenues Cost of revenues 2024 compared to 2023.
The general and administrative expenses of QOOL were RMB8.5 million (US$1.2 million) in 2023, and RMB15.0 million in 2022, which consisted primarily of personnel related costs. 2022 compared to 2021. The general and administrative expenses of QOOL were RMB15.0 million in 2022, and RMB23.2 million in 2021, which consisted primarily of personnel related costs.
The general and administrative expenses of QOOL were RMB8.5 million in 2023, and RMB15.0 million in 2022, which consisted primarily of personnel related costs. B.

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

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Biggest changeName Class A Ordinary Shares Underlying Outstanding Options Exercise Price (US$/ Share) Date of Grant Date of Expiration Yan Tang * 0.0002 Various dates between April 15, 2020 and April 6, 2023 Various dates between April 15, 2030 and April 6, 2033 119 Table of Contents Name Class A Ordinary Shares Underlying Outstanding Options Exercise Price (US$/ Share) Date of Grant Date of Expiration Li Wang * 0.0002 Various dates between April 15, 2020 and April 6, 2023 Various dates between April 15, 2030 and April 6, 2033 Cathy Hui Peng * 0.0002 Various dates between May 28, 2020 and April 6, 2023 Various dates between May 28, 2030 and April 6, 2033 Jianhua Wen * 0.0002 January 5, 2024 January 5, 2034 Other individuals as a group * 0.0002 Various dates between April 15, 2020 and January 5, 2024 Various dates between April 15, 2030 and January 5, 2034 Total 28,599,225 * Aggregate number of shares represented by all outstanding options granted to the person account for less than 1% of our total outstanding ordinary shares on an as-converted basis.
Biggest changeName Class A Ordinary Shares Underlying Outstanding Options Exercise Price (US$/ Share) Date of Grant Date of Expiration Yan Tang * 0.0002 Various dates between Oct 10, 2013, and April 8, 2024 Various dates between April 22, 2025 and Oct 29, 2034 Li Wang * 0.0002 Various dates between April 15, 2021 and April 6, 2023 Various dates between April 15, 2031 and April 6, 2033 Sichuan Zhang * 0.0002 Various dates between April 4 2023 and April 8, 2024 Various dates between April 4 2033 and April 8, 2034 Cathy Hui Peng * 0.0002 Various dates between May 17, 2017 and April 8, 2024 Various dates between May 17, 2027 and April 8, 2034 Jianhua Wen * 0.0002 January 5, 2024 January 5, 2034 0.0002 April 8, 2024 April 8,2034 Other individuals as a group * 0.0002 Various dates between May 4, 2015 and January 5, 2025 Various dates between May 4, 2025 and January 5, 2035 Total 30,192,473 * Aggregate number of shares represented by all outstanding options granted to the person account for less than 1% of our total outstanding ordinary shares on an as-converted basis.
Board Diversity Matrix Board Diversity Matrix (As of March 31, 2024) Country of Principal Executive Offices Beijing Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total Number of Directors 5 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 1 4 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 D.
Board Diversity Matrix Board Diversity Matrix (As of March 31, 2025) Country of Principal Executive Offices Beijing Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total Number of Directors 5 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 1 4 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 D.
We believe that we maintain a good working relationship with our employees, and we have not experienced any significant labor disputes. None of our employees are represented by labor unions. E. Share Ownership For information regarding the share ownership of our directors and officers, see “Item 7. Major Shareholders and Related Party Transactions—A.
We believe that we maintain a good working relationship with our employees, and we have not experienced any significant labor disputes. None of our employees are represented by labor unions. E. Share Ownersh ip For information regarding the share ownership of our directors and officers, see “Item 7. Major Shareholders and Related Party Transactions—A.
These contract workers are primarily responsible for content management and monitoring and for customer service. As required by laws and regulations in mainland China, we participate in various employee social security plans that are organized by municipal and provincial governments, including housing, pension, medical insurance and unemployment insurance.
These contract workers are primarily responsible for content management and monitoring and for customer service. As required by laws and regulations in Chinese mainland, we participate in various employee social security plans that are organized by municipal and provincial governments, including housing, pension, medical insurance and unemployment insurance.
The compensation committee is responsible for, among other things: 122 Table of Contents • reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; • reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors; • reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and • selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management.
The compensation committee is responsible for, among other things: • reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; • reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors; • reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and • selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management.
We are required under Chinese law to make contributions to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government from time to time. We typically enter into standard confidentiality and employment agreements with our management and service development personnel.
We are required under Chinese law to make contributions to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government from time to time. 108 Table of Contents We typically enter into standard confidentiality and employment agreements with our management and service development personnel.
Major Shareholders.” For information as to stock options granted to our directors, executive officers and other employees, see “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plans.” F. Disclosure of Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable.
Major Shareholders.” For information as to stock options granted to our directors, executive officers and other employees, see “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plans.” F. Disclosure of Registrant’s Action to Recover Erroneous ly Awarded Compensation Not applicable.
In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement. Exercise of Options. The plan administrator determines the exercise price for each option award, which is stated in the award agreement and shall in no case be lower than the par value of our ordinary shares.
In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement. 101 Table of Contents Exercise of Options. The plan administrator determines the exercise price for each option award, which is stated in the award agreement and shall in no case be lower than the par value of our ordinary shares.
The following table summarizes, as of March 31, 2024, the outstanding restricted share units granted to certain directors under the 2014 Plan.
The following table summarizes, as of March 31, 2025, the outstanding restricted share units granted to certain directors under the 2014 Plan and the 2024 Plan.
Qi also serves as director of a number of public companies, such as Sohu.com (Nasdaq: SOHU), Yunfeng Financial Group Limited (HKEx: 0376), Sinomedia Holding Limited (HKEx: 0623), Boison Finance Group Limited (HKEx: 0888) and Dalian Haidao International Holding Limited (HKEx: 6862).
Qi also serves as director of a number of public companies, such as Sohu.com (Nasdaq: SOHU), Yunfeng Financial Group Limited (HKEx: 0376), Sinomedia Holding Limited (HKEx: 0623), Boison Finance Group Limited (HKEx: 0888) and Haidilao International Holding Limited (HKEx: 6862).
Peng served as our senior vice president of corporate finance. In this role she was responsible for our financial planning and analysis, strategic investment and acquisitions, as well as corporate strategy and investor communications. Ms. Peng joined us in 2015 as vice president of investor relations.
Prior to the current role, Ms. Peng served as our senior vice president of corporate finance. In this role she was responsible for our financial planning and analysis, strategic investment and acquisitions, as well as corporate strategy and investor communications. Ms. Peng joined us in 2015 as vice president of investor relations.
The following table sets forth the numbers of our employees categorized by function as of December 31, 2023.
The following table sets forth the numbers of our employees categorized by function as of December 31, 2024.
As of March 31, 2024, options to purchase 2,928,678 ordinary shares of Tantan (adjusted retrospectively for share split and excluding those already forfeited or redeemed) granted under the Tantan 2018 Plan remained outstanding. Employment Agreements and Indemnification Agreements We have entered into employment agreements with each of our executive officers.
As of March 31, 2025, options to purchase 2,728,532 ordinary shares of Tantan (adjusted retrospectively for share split and excluding those already forfeited or redeemed) granted under the Tantan 2018 Plan remained outstanding. Employment Agreements and Indemnification Agreements We have entered into employment agreements with each of our executive officers.
The audit committee is responsible for, among other things: • appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; • reviewing with the independent auditors any audit problems or difficulties and management’s response; • discussing the annual audited financial statements with management and the independent auditors; • reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; • reviewing and approving all proposed related party transactions; • meeting separately and periodically with management and the independent auditors; and • monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.
The audit committee is responsible for, among other things: • appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; • reviewing with the independent auditors any audit problems or difficulties and management’s response; • discussing the annual audited financial statements with management and the independent auditors; • reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; • reviewing and approving all proposed related party transactions; • meeting separately and periodically with management and the independent auditors; and • monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. 106 Table of Contents Compensation Committee Our compensation committee consists of Benson Bing Chung Tam and Dr.
Compensation Committee Our compensation committee consists of Benson Bing Chung Tam and Dr. Dave Daqing Qi. We have determined that each member satisfies the “independence” requirements of the Nasdaq Stock Market Rules. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers.
Dave Daqing Qi. We have determined that each member satisfies the “independence” requirements of the Nasdaq Stock Market Rules. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers.
Specifically, each executive officer has agreed not to (i) approach our suppliers, clients, customers or contacts or other persons or entities introduced to the executive officer in his or her capacity as a representative of us for the purpose of doing business with such persons or entities that will harm our business relationships with these persons or entities; (ii) assume employment with or provide services to any of our competitors, or engage, whether as principal, partner, licensor or otherwise, any of our competitors, without our express consent; or (iii) seek directly or indirectly, to solicit the services of any of our employees who is employed by us on or after the date of the executive officer’s termination, or in the year preceding such termination, without our express consent. 121 Table of Contents We have also entered into indemnification agreements with each of our directors and executive officers.
Specifically, each executive officer has agreed not to (i) approach our suppliers, clients, customers or contacts or other persons or entities introduced to the executive officer in his or her capacity as a representative of us for the purpose of doing business with such persons or entities that will harm our business relationships with these persons or entities; (ii) assume employment with or provide services to any of our competitors, or engage, whether as principal, partner, licensor or otherwise, any of our competitors, without our express consent; or (iii) seek directly or indirectly, to solicit the services of any of our employees who is employed by us on or after the date of the executive officer’s termination, or in the year preceding such termination, without our express consent.
Tam currently also serves as a director of certain privately held companies. Mr. Tam received his master’s degree in computer science from Oxford University in 1986 and his bachelor’s degree in civil engineering from Imperial College of London University in 1984. Ms. Cathy Hui Peng has been our chief financial officer since July 2022. Prior to the current role, Ms.
Tam currently also serves as a director of certain privately held companies. Mr. Tam received his master’s degree in computer science from Oxford University in 1986 and his bachelor’s degree in civil engineering from Imperial College of London University in 1984. 100 Table of Contents Ms. Cathy Hui Peng has been our chief financial officer since July 2022.
The functions and powers of our board of directors include, among others: • convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings; • declaring dividends and distributions; 123 Table of Contents • appointing officers and determining the term of office of the officers; • exercising the borrowing powers of our company and mortgaging the property of our company; and • approving the transfer of shares in our company, including the registration of such shares in our share register.
The functions and powers of our board of directors include, among others: • convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings; • declaring dividends and distributions; • appointing officers and determining the term of office of the officers; • exercising the borrowing powers of our company and mortgaging the property of our company; and • approving the transfer of shares in our company, including the registration of such shares in our share register. 107 Table of Contents Terms of Directors and Executive Officers Our officers are elected by and serve at the discretion of the board of directors.
Directors and Executive Officers Age Position/Title Yan Tang 45 Chairman and Chief Executive Officer Li Wang 40 Executive Director and President Sichuan Zhang 40 Director and Chief Operating Officer Dave Daqing Qi 60 Independent Director Benson Bing Chung Tam 60 Independent Director Cathy Hui Peng 45 Chief Financial Officer Jianhua Wen 34 Chief Technology Officer Mr.
Directors and Executive Officers Age Position/Title Yan Tang 46 Chairman and Chief Executive Officer Li Wang 41 Executive Director and President Sichuan Zhang 41 Director and Chief Operating Officer Dave Daqing Qi 61 Independent Director Benson Bing Chung Tam 61 Independent Director Cathy Hui Peng 46 Chief Financial Officer Jianhua Wen 35 Chief Technology Officer Mr.
Awards may not be transferred in any manner by the recipient other than by will or the laws of descent and distribution, except as otherwise provided by the plan administrator. Termination. Unless terminated earlier, the 2014 Plan will terminate automatically in 2024.
Awards may not be transferred in any manner by the recipient other than by will or the laws of descent and distribution, except as otherwise provided by the plan administrator. Termination.
As of March 31, 2024, options to purchase 28,706,914 Class A ordinary shares (excluding those already forfeited and expired) had been granted under the 2012 Plan, of which options to purchase an aggregate of 2,886,224 Class A ordinary shares remained outstanding. The following paragraphs summarize the principal terms of the 2012 Plan. Plan Administration.
As of March 31, 2025, options to purchase 28,478,364 Class A ordinary shares (excluding those already forfeited and expired) had been granted under the 2012 Plan, of which options to purchase an aggregate of 2,600,000 Class A ordinary shares remained outstanding. The following paragraphs summarize the principal terms of the 2012 Plan. Plan Administration.
A director is not required to hold any shares in our company to qualify to serve as a director. A director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with our company must declare the nature of his or her interest at a meeting of the directors.
A director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with our company must declare the nature of his or her interest at a meeting of the directors.
Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company. C. Board Practices Board of Directors Our board of directors consists of six directors.
We have also entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company. C.
As a result, the board of directors of Tantan approved the amended and restated 2015 share incentive plan, or the Amended and Restated 2015 Plan, and adjusted the maximum aggregate number of shares that may be issued under the Tantan 2015 Plan to 9,039,035 shares.
Tantan split its shares 1-for-5 on August 30, 2019. As a result, the board of directors of Tantan approved the amended and restated 2015 share incentive plan, or the Amended and Restated 2015 Plan, and adjusted the maximum aggregate number of shares that may be issued under the Tantan 2015 Plan to 9,039,035 shares.
Wang was the managing director of Laoluo English Training School, a start-up education service business from November 2008 to May 2011. He was the general administration staff at NEC China Co., Ltd. from April 2005 to April 2007. Mr.
Wang was the managing director of Laoluo English Training School, a start-up education service business from November 2008 to May 2011. He was the general administration staff at NEC China Co., Ltd. from April 2005 to April 2007. Mr. Wang received a bachelor’s degree in management from Beijing University of Aeronautics and Astronautics in China in 2004. Ms.
B. Compensation For the fiscal year ended December 31, 2023, we paid an aggregate of RMB56.8 million (US$8.0 million) in cash to our executive officers, and we paid an aggregate of RMB0.6 million (US$90,000) in cash to our non-executive directors.
B. Compensation For the fiscal year ended December 31, 2024, we paid an aggregate of RMB46.1 million (US$6.3 million) in cash to our executive officers, and we paid an aggregate of RMB0.6 million (US$90 thousand) in cash to our non-executive directors.
The following paragraphs summarize the terms of the 2014 Plan. 118 Table of Contents Types of Awards. The 2014 Plan permits the awards of options, restricted shares and restricted share units. Plan Administration.
The 2014 Plan expired in November 2024. The following paragraphs summarize the terms of the 2014 Plan. Types of Awards. The 2014 Plan permits the awards of options, restricted shares and restricted share units. Plan Administration.
As of March 31, 2024, we have granted options to purchase 52,027,897 Class A ordinary shares (excluding those already forfeited and canceled) and 1,015,001 restricted share units (excluding those that have been forfeited) under our 2014 Plan, of which options to purchase an aggregate of 25,713,001 Class A ordinary shares remained outstanding and 193,750 restricted share units remained outstanding.
As of March 31, 2025, we have granted options to purchase 58,914,023 Class A ordinary shares (excluding those already forfeited and canceled) and 1,115,001 restricted share units (excluding those that have been forfeited) under our 2014 Plan, of which options to purchase an aggregate of 27,481,467 Class A ordinary shares remained outstanding and 193,750 restricted share units remained outstanding.
As of March 31, 2024, options to purchase 860,058 ordinary shares of Tantan (adjusted retrospectively for share split and excluding those already forfeited or redeemed) granted under the Tantan 2015 Plan remained outstanding. 120 Table of Contents Tantan 2018 Plan In July 2018, Tantan adopted the 2018 Share Incentive Plan, pursuant to which the maximum aggregate number of ordinary shares to be issued was initially 5,963,674, plus the number of ordinary shares authorized for issuance under the Tantan 2015 Plan, in an amount equal to (i) the number of ordinary shares that were not granted pursuant to the Tantan 2015 Plan, plus (ii) the number of ordinary shares that were granted pursuant to the Tantan 2015 Plan that have expired without having been exercised in full or have otherwise become not exercisable.
Tantan 2018 Plan In July 2018, Tantan adopted the 2018 Share Incentive Plan, pursuant to which the maximum aggregate number of ordinary shares to be issued was initially 5,963,674, plus the number of ordinary shares authorized for issuance under the Tantan 2015 Plan, in an amount equal to (i) the number of ordinary shares that were not granted pursuant to the Tantan 2015 Plan, plus (ii) the number of ordinary shares that were granted pursuant to the Tantan 2015 Plan that have expired without having been exercised in full or have otherwise become not exercisable.
Name Restricted Share Units for Class A Ordinary Shares Date of Grant Benson Bing Chung Tam * April 15, 2020 * April 15, 2021 * April 15, 2022 * April 6, 2023 Dave Daqing Qi * April 15, 2020 * April 15, 2021 * April 15, 2022 * April 6, 2023 Total 193,750 * Aggregate number of shares represented by all restricted share units granted to the person account for less than 1% of our total outstanding ordinary shares on an as-converted basis.
Restricted Share Units for Class A Ordinary Shares Date of Grant Benson Bing Chung Tam * April 15, 2020 * April 15, 2021 * April 15, 2022 * April 8,2024 * April 6, 2023 Dave Daqing Qi * April 15, 2020 * April 15, 2021 * April 15, 2022 * April 6, 2023 * April 8,2024 Total 193,750 * Aggregate number of shares represented by all restricted share units granted to the person account for less than 1% of our total outstanding ordinary shares on an as-converted basis. 104 Table of Contents Tantan 2015 Plan In March 2015, Tantan adopted the 2015 Share Incentive Plan, pursuant to which a maximum aggregate of 1,000,000 ordinary shares are issuable upon exercise of awards.
In accordance with the mainland China law, our mainland China subsidiaries and the VIEs and their 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, maternity insurance, work-related injury insurance and a housing provident fund. 117 Table of Contents Share Incentive Plans 2012 Plan In November 2012, we adopted the 2012 Plan, which was amended and restated in October 2013.
In accordance with the PRC law, our Chinese mainland subsidiaries and the VIEs and their 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, maternity insurance, work-related injury insurance and a housing provident fund.
In April 2016 and March 2017, the board of directors of Tantan approved to adjust the maximum aggregate number of ordinary shares issuable upon exercise of awards to 2,000,000 and 2,793,812, respectively. Tantan split its shares 1-for-5 on August 30, 2019.
The board of directors of Tantan may in its discretion make adjustments to the numbers of ordinary shares to be issued. In April 2016 and March 2017, the board of directors of Tantan approved to adjust the maximum aggregate number of ordinary shares issuable upon exercise of awards to 2,000,000 and 2,793,812, respectively.
The following table summarizes, as of March 31, 2024, the outstanding options under the 2012 Plan and 2014 Plan granted to certain officers, directors, employees and consultants.
Unless terminated earlier, the 2024 Plan will terminate automatically in December 2034. 103 Table of Contents The following table summarizes, as of March 31, 2025, the outstanding options under the 2012 Plan, 2014 Plan and 2024 Plan granted to certain officers, directors, employees and consultants.
As of December 31, 2023 Function: Research and development 864 Customer service, sales and marketing 148 Operations and cost 157 General administration 213 Total 1,382 124 Table of Contents In addition to our employees, we used 957 contract workers dispatched to us by staffing agencies as of December 31, 2023.
As of December 31, 2024 Function: Research and development 843 Customer service, sales and marketing 131 Operations and cost 187 General administration 229 Total 1,390 In addition to our employees, we used 805 contract workers dispatched to us by staffing agencies as of December 31, 2024.
The executive officers have also agreed to disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or reduce to practice during the executive officer’s employment with us and to assign all right, title and interest in them to us, and assist us in obtaining and enforcing patents, copyrights and other legal rights for these inventions, designs and trade secrets.
The executive officers have also agreed to disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or reduce to practice during the executive officer’s employment with us and to assign all right, title and interest in them to us, and assist us in obtaining and enforcing patents, copyrights and other legal rights for these inventions, designs and trade secrets. 105 Table of Contents In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and typically for one year following the last date of employment.
The maximum aggregate number of shares which may be issued pursuant to all awards under the 2012 Plan is 44,758,220 Class A ordinary shares. With the adoption of our 2014 Plan, we no longer issue incentive shares under the 2012 Plan. The 2012 Plan has expired in November 2022.
Share Incentive Plans 2012 Plan In November 2012, we adopted the 2012 Plan, which was amended and restated in October 2013. The maximum aggregate number of shares which may be issued pursuant to all awards under the 2012 Plan is 44,758,220 Class A ordinary shares.
Prior to joining our company, from June 2009 to February 2011, she co-founded 4 Degrees Motion Design, an advertising design firm.
Zhang first joined the Company in July 2011 and was responsible for product design, then marketing strategies and executions. Prior to joining our company, from June 2009 to February 2011, she co-founded 4 Degrees Motion Design, an advertising design firm.
Wang received a bachelor’s degree in management from Beijing University of Aeronautics and Astronautics in China in 2004. 116 Table of Contents Ms. Sichuan Zhang has been our director and chief operating officer since March 2023. She previously served as our director from April 2012 to November 2017. Ms.
Sichuan Zhang has been our director and chief operating officer since March 2023. She previously served as our director from April 2012 to November 2017. Ms. Zhang founded PUPUPULA, a children’s furniture and design company, in 2017, and served as its Chief Executive Officer until 2022. Ms.
Employees We had 2,051, 1,705 and 1,382 employees as of December 31, 2021, 2022 and 2023, respectively. Geographically, as of December 31, 2023, we had 1,328 employees in Beijing, 24 employees in Chengdu, 11 employees in Hong Kong, six employees in Guangzhou, 10 employees in Tianjin and three employees in Hainan.
Geographically, as of December 31, 2024, we had 1,304 employees in Beijing, 27 employees in Chengdu, 11 employees in Hong Kong, 8 employees in Guangzhou, 10 employees in Tianjin, 3 employees in Shanghai, 9 employees in Hainan, 17 employees in Singapore and one employee in Tokyo.
Removed
Zhang founded PUPUPULA, a children’s furniture and design company, in 2017, and served as its Chief Executive Officer until 2022. Ms. Zhang first joined the Company in July 2011 and was responsible for product design, then marketing strategies and executions.
Added
With the adoption of our 2014 Plan, we no longer issue incentive shares under the 2012 Plan. The 2012 Plan has expired in November 2022.
Removed
As a result, the maximum aggregate number of shares which may be issued pursuant to all awards under the 2014 Plan has been increased to 61,697,717 Class A ordinary shares.
Added
Awards may not be transferred in any manner by the recipient other than by will or the laws of descent and distribution, except as otherwise provided by the plan administrator. 102 Table of Contents 2024 Plan We adopted the 2024 Plan in December 2024.
Removed
Tantan 2015 Plan In March 2015, Tantan adopted the 2015 Share Incentive Plan, pursuant to which a maximum aggregate of 1,000,000 ordinary shares are issuable upon exercise of awards. The board of directors of Tantan may in its discretion make adjustments to the numbers of ordinary shares to be issued.
Added
The maximum aggregate number of shares which may be issued pursuant to all awards (including incentive share options) are the number of shares subject to awards that were not granted under our 2014 Plan, and the number of shares subject to awards granted under our 2014 Plan that have expired or otherwise been terminated without having been exercised in full and the shares issued pursuant to awards granted under our 2014 Plan that have been forfeited to or repurchased by us due to failure to vest, plus an annual increase of 1.5% of the total outstanding share capital as of December 31 of the immediately preceding calendar year on the first day of each fiscal year, beginning in 2025.
Removed
In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and typically for one year following the last date of employment.
Added
As of March 31, 2025, we had granted options to purchase 111,000 Class A ordinary shares (excluding those already forfeited and canceled) under our 2024 Plan, all of which remained outstanding. Types of Awards. The 2014 Plan permits the awards of options, restricted shares and restricted share units. Plan Administration.
Removed
Terms of Directors and Executive Officers Our officers are elected by and serve at the discretion of the board of directors.
Added
Our board or a committee of one or more members of our board duly authorized for the purpose of the 2024 Plan can act as the plan administrator. Award Agreement. Options, restricted shares or restricted share units granted under the 2024 Plan are evidenced by an award agreement that sets forth the terms, conditions and limitations for each grant. Eligibility.
Added
We may grant awards to our employees, directors, consultants, or other individuals as determined, authorized and approved by the plan administrator. However, we may grant options that are intended to qualify as incentive share options only to our employees and employees of our parent companies and subsidiaries. Acceleration of Awards upon Change in Control.
Added
If a change in control, liquidation or dissolution of our company occurs, the plan administrator may, in its sole discretion, provide for (i) all awards outstanding to terminate at a specific time in the future and give each participant the right to exercise the vested portion of such awards during a specific period of time, or (ii) the purchase of any award for an amount of cash equal to the amount that could have been attained upon the exercise of such award, or (iii) the replacement of such award with other rights or property selected by the plan administrator in its sole discretion, or (iv) payment of award in cash based on the value of Class A ordinary shares on the date of the change-in-control transaction plus reasonable interest.
Added
Exercise of Options. The plan administrator determines the exercise price for each award, which is stated in the award agreement. The vested portion of option will expire if not exercised prior to the tenth anniversary after the date of a grant, unless extended by the plan administrator. Exercise Price of Options.
Added
The exercise price in respect of any option shall be determined by the plan administrator and set forth in the award agreement which may be a fixed or variable price related to the fair market value of the shares.
Added
The exercise price per share subject to an option may be amended or adjusted in the absolute discretion of the plan administrator, the determination of which shall be final, binding and conclusive. Vesting Schedule. In general, the plan administrator determines the vesting schedule, which is set forth in the award agreement. Transfer Restrictions.
Added
As of March 31, 2025, options to purchase 846,308 ordinary shares of Tantan (adjusted retrospectively for share split and excluding those already forfeited or redeemed) granted under the Tantan 2015 Plan remained outstanding.
Added
Board Practices Board of Directors Our board of directors consists of five directors. A director is not required to hold any shares in our company to qualify to serve as a director.
Added
Employees We had 1,705, 1,382 and 1,390 employees as of December 31, 2022, 2023 and 2024, respectively.

Item 7. Management's Discussion & Analysis

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

23 edited+6 added−0 removed10 unchanged
Biggest changeQi is entitled to acquire within 60 days from March 31, 2022 upon the exercise of share options held by Mr. Qi under our share incentive plans. The business address of Dr. Qi is Room 332, Tower E3, Oriental Plaza, 1 East Chang An Avenue, Dong Cheng District, Beijing 100738, China. (7) Represents Class A ordinary shares held by Mr.
Biggest changeQi is Room 332, Tower E3, Oriental Plaza, 1 East Chang An Avenue, Dong Cheng District, Beijing 100738, China. (7) Represents Class A ordinary shares held by Mr. Tam and Class A ordinary shares that Mr. Tam is entitled to acquire within 60 days from March 31, 2022 upon the exercise of share options held by Mr.
As a result, we operate our relevant business through contractual arrangements among our mainland China subsidiaries, the VIEs and the shareholders of the VIEs. For a description of these contractual arrangements, see “Item 4. Information on the Company—C.
As a result, we operate our relevant business through contractual arrangements among our Chinese mainland subsidiaries, the VIEs and the shareholders of the VIEs. For a description of these contractual arrangements, see “Item 4. Information on the Company—C.
Tam and Class A ordinary shares that Mr. Tam is entitled to acquire within 60 days from March 31, 2022 upon the exercise of share options held by Mr. Tam under our share incentive plans. The business address of Mr. Tam is Room 1-4-2503, No. 2 East Xibahe, Chaoyang District, Beijing, China. (8) Represents Class A ordinary shares that Ms.
Tam under our share incentive plans. The business address of Mr. Tam is Room 1-4-2503, No. 2 East Xibahe, Chaoyang District, Beijing, China. (8) Represents Class A ordinary shares that Ms. Peng is entitled to acquire within 60 days from March 31, 2025 upon exercise of share options held by her under our share incentive plans.
None of our major shareholders have different voting rights apart from any Class B ordinary shares that they may hold in our company. B. Related Party Transactions Contractual Arrangements with Beijing Momo and Its Shareholders Mainland China laws and regulations currently limit foreign ownership of companies that engage in a value-added telecommunications service business in mainland China.
None of our major shareholders have different voting rights apart from any Class B ordinary shares that they may hold in our company. B. Related Part y Transactions Contractual Arrangements with Beijing Momo and Its Shareholders PRC laws and regulations currently limit foreign ownership of companies that engage in a value-added telecommunications service business in Chinese mainland.
(11) Represents 18,870,276 Class A ordinary shares represented by American depositary receipts held by Renaissance Technologies Holdings Corporation, a company incorporated in Delaware with its business address at 800 Third Avenue, New York, New York 10022, United States and majority-owned by Renaissance Technologies LLC, based on a Schedule 13G/A jointly filed by the two entities on February 13, 2024.
(11) Represents 17,231,796 Class A ordinary shares represented by American depositary receipts held by Renaissance Technologies Holdings Corporation, a company incorporated in Delaware with its business address at 800 Third Avenue, New York, New York 10022, United States and majority-owned by Renaissance Technologies LLC, based on a Schedule 13G/A jointly filed by the two entities on November 13, 2024.
(1) Percentage ownership is calculated by dividing the number of Class A and Class B ordinary shares beneficially owned by a given person or group by the sum of (i) 370,162,906 ordinary shares and (ii) and the number of shares such person or group has the right to acquire upon exercise of option, warrant or other right within 60 days after March 31, 2024.
(1) Percentage ownership is calculated by dividing the number of Class A and Class B ordinary shares beneficially owned by a given person or group by the sum of (i) 321,338,936 ordinary shares and (ii) and the number of shares such person or group has the right to acquire upon exercise of option, warrant or other right within 60 days after March 31, 2025.
(12) Represents 18,731,890 Class A ordinary shares represented by American depositary receipts held by Invesco Ltd., a company incorporated in Bermuda with its business address at 1331 Spring Street NW, Suite 2500, Atlanta, GA 30309, based on a Schedule 13G/A filed by Invesco Ltd. on February 1, 2024.
(12) Represents 18,731,890 Class A ordinary shares represented by American depositary receipts held by Invesco Ltd., a company incorporated in Bermuda with its business address at 1331 Spring Street NW, Suite 2500, Atlanta, GA 30309, based on a Schedule 13G/A filed by Invesco Ltd. on February 1, 2024. (13) The securities being reported on by The Goldman Sachs Group, Inc.
Compensation—Employment Agreements and Indemnification Agreements.” Share Incentive Plans See “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plans.” C. Interests of Experts and Counsel Not applicable. 127 Table of Contents
Compensation—Employment Agreements and Indemnification Agreements.” Share Incentive Plans See “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plans.” C. Interests of Experts and Counsel
In addition, we owed RMB5.0 million, RMB9.2 million and RMB4.3 million (US$0.6 million) in unpaid revenue sharing of live video service to Hunan Qindao Network Media Technology Co., Ltd. as of December 31, 2021, 2022 and 2023, respectively.
In addition, we owed RMB9.2 million and RMB4.3 million in unpaid revenue sharing of live video services to Hunan Qindao Network Media Technology Co., Ltd. as of December 31, 2022 and 2023, respectively.
Wang is entitled to acquire within 60 days from March 31, 2024 upon exercise of share options held by him under our share incentive plans. (5) Includes (i) 72,364,466 Class B ordinary shares held by Gallant Future Holdings Limited, (ii) 8,000,000 Class B ordinary shares held by New Heritage Global Limited, and (iii) 9,625,850 Class A ordinary shares that Mr.
Wang is entitled to acquire within 60 days from March 31, 2025 upon exercise of share options held by him under our share incentive plans. (5) Represent 72,364,466 Class B ordinary shares held by Gallant Future Holdings Limited, (ii) 8,000,000 Class B ordinary shares held by New Heritage Global Limited, (iii) 10,347,125 Class A ordinary shares that Mr.
Box 905, Quasticky Building, Road Town, Tortola, British Virgin Islands. 126 Table of Contents (10) Represents 23,260,894 Class A ordinary shares represented by American depositary receipts held by J O Hambro Capital Management Limited, a company incorporated in England and Wales with its business address at Level 3, 1 St James’s Market, London SW1Y 4AH, United Kingdom, based on a Schedule 13G filed by J O Hambro Capital Management Limited on February 11, 2020.
(10) Represents 23,260,894 Class A ordinary shares represented by American depositary receipts held by J O Hambro Capital Management Limited, a company incorporated in England and Wales with its business address at Level 3, 1 St James’s Market, London SW1Y 4AH, United Kingdom, based on a Schedule 13G filed by J O Hambro Capital Management Limited on February 11, 2020.
Organizational Structure—Contractual Arrangements with the VIEs and Their Respective Shareholders.” Transactions with Certain Related Parties In connection with revenue sharing with talent agencies of live video service, we paid RMB253.7 million, RMB176.7 million and RMB179.0 million (US$25.2 million) to Hunan Qindao Network Media Technology Co., Ltd. in 2021, 2022 and 2023, respectively.
Organizational Structure—Contractual Arrangements with the VIEs and Their Respective Shareholders.” Transactions with Certain Related Parties In connection with revenue sharing with talent agencies of live video services, we paid RMB176.7 million, RMB179.0 million and RMB2.9 million (US$0.4 million) to Hunan Qindao Network Media Technology Co., Ltd. in 2022, 2023 and the period from January 1, 2024 to January 15, 2024, respectively.
Percentage of beneficial ownership is based on a total of 370,162,906 outstanding ordinary shares of our company as of the date of March 31, 2024, comprising (i) 289,798,440 Class A ordinary shares, excluding the 1,488,292 Class A ordinary shares issued to our depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our share incentive plans, and (ii) 80,364,466 Class B ordinary shares.
Percentage of beneficial ownership is based on a total of 321,338,936 outstanding ordinary shares of our company as of the date of March 31, 2025, comprising (i) 240,974,470 Class A ordinary shares, excluding the 1,368,914 Class A ordinary shares issued to our depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our share incentive plans, and (ii) 80,364,466 Class B ordinary shares.
(12) 18,731,890 — 5.1 1.7 Notes: * Less than 1% of our total outstanding Class A and Class B ordinary shares. ** Except for Mr. Benson Bing Chung Tam and Dr.
(12) 18,731,890 — 5.8 1.8 Goldman Sachs (13) 15,176,390 — 4.7 1.5 Notes: * Less than 1% of our total outstanding Class A and Class B ordinary shares. 109 Table of Contents ** Except for Mr. Benson Bing Chung Tam and Dr.
Yan Tang. Mr. Tang has sole power to direct the voting and disposition of shares of our company directly or indirectly held by Gallant Future Holdings Limited. The registered address of Gallant Future Holdings Limited is Sertus Chambers, P.O.
Tang has sole power to direct the voting and disposition of shares of our company directly or indirectly held by Gallant Future Holdings Limited. The registered address of Gallant Future Holdings Limited is Sertus Chambers, P.O. Box 905, Quasticky Building, Road Town, Tortola, British Virgin Islands.
Item 7. Major Shareholders and Related Party Transactions A. Major Shareholders The following table sets forth information with respect to the beneficial ownership of our shares as of March 31, 2024 by: • each of our current directors and executive officers; and • each person known to us to own beneficially 5% or more of our total outstanding ordinary shares.
Major Shareholders The following table sets forth information with respect to the beneficial ownership of our shares as of March 31, 2025 by: • each of our current directors and executive officers; and • each person known to us to own beneficially 5% or more of each class of our voting securities.
We also provided a revenue sharing in advance of RMB27.3 million (US$3.8 million) as of December 31, 2023 to Hunan Qindao Network Media Technology Co. to support its business development, which should be deducted from the amount of revenue sharing to be paid in following years. Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—B.
We also provided a prepaid revenue sharing of RMB27.3 million as of December 31, 2023 to Hunan Qindao Network Media Technology Co. to support its business development, which should be deducted from the amount of revenue sharing to be paid in following years.
To our knowledge, as of March 31, 2024, 316,786,606 of our Class A ordinary shares represented by 158,393,303 ADSs were held by one record shareholder in the United States, namely, Deutsche Bank Trust Company Americas, the depositary of our ADS program, including 1,488,292 Class A ordinary shares underlying 744,146 ADSs that it held on reserve for our company for the purposes of future issuances upon the exercise or vesting of awards granted under our share incentive plans.
Goldman Sachs is a subsidiary of GS Group. 110 Table of Contents To our knowledge, as of March 31, 2025, 234,851,102 of our Class A ordinary shares represented by 117,425,551 ADSs were held by one record shareholder in the United States, namely, Deutsche Bank Trust Company Americas, the depositary of our ADS program, including 1,368,914 Class A ordinary shares underlying 684,457 ADSs that it held on reserve for our company for the purposes of future issuances upon the exercise or vesting of awards granted under our share incentive plans.
These shares, however, are not included in the computation of the percentage ownership of any other person. 125 Table of Contents Shares Beneficially Owned Ordinary Shares Beneficially Owned Voting Power Directors and executive officers**: Class A Ordinary Shares Class B Ordinary Shares % (1) % (2) Yan Tang (3) 9,625,850 80,364,466 24.3 74.3 Li Wang (4) * — * * Sichuan Zhang (5) 9,625,850 80,364,466 24.3 74.3 Dave Daqing Qi (6) * — * * Benson Bing Chung Tam (7) * — * * Cathy Hui Peng (8) * — * * Jianhua Wen — — — — All directors and executive officers as a group 12,133,751 80,364,466 24.9 74.5 Principal Shareholders: Gallant Future Holdings Limited (9) — 72,364,466 19.5 66.2 J O Hambro Capital Management Limited (10) 23,260,894 — 6.3 2.1 Renaissance Technologies LLC (11) 18,870,276 — 5.1 1.7 Invesco Ltd.
Shares Beneficially Owned Ordinary Shares Beneficially owned Voting Power Class A Ordinary Shares Class B Ordinary Shares Directors and executive officers** % (1) % (2) Yan Tang (3) 10,573,852 80,364,466 27.4 77.2 Li Wang (4) * — * * Sichuan Zhang (5) 10,573,852 80,364,466 27.4 77.2 Dave Daqing Qi (6) * — * * Benson Bing Chung Tam (7) * — * * Cathy Hui Peng (8) * — * * Jianhua Wen — — — — All directors and executive officers as a group 13,092,620 80,364,466 28.0 77.3 Principal Shareholders: Gallant Future Holdings Limited (9) — 72,364,466 22.5 69.3 J O Hambro Capital Management Limited (10) 23,260,894 — 7.2 2.2 Renaissance Technologies LLC (11) 17,231,796 — 5.9 1.8 Invesco Ltd.
New Heritage Global Limited is a limited company incorporated in the British Virgin Islands and is wholly beneficially owned by Mr. Tang through a family trust. (6) Represents Class A ordinary shares and ADSs held by Mr. Qi and Class A ordinary shares that Mr.
Gallant Future Holdings Limited is incorporated in the British Virgin Islands and is wholly-owned by a family trust controlled by Ms. Zhang’s husband, Mr. Yan Tang. New Heritage Global Limited is a limited company incorporated in the British Virgin Islands and is wholly beneficially owned by Mr. Tang through a family trust.
Peng is entitled to acquire within 60 days from March 31, 2024 upon exercise of share options held by her under our share incentive plans. (9) Represents 72,364,466 Class B ordinary shares held by Gallant Future Holdings Limited. Gallant Future Holdings Limited is a company incorporated in the British Virgin Islands and wholly-owned by a family trust controlled by Mr.
(9) Represents 72,364,466 Class B ordinary shares held by Gallant Future Holdings Limited. Gallant Future Holdings Limited is a company incorporated in the British Virgin Islands and wholly-owned by a family trust controlled by Mr. Yan Tang. Mr.
(3) Represent (i) 72,364,466 Class B ordinary shares held by Gallant Future Holdings Limited, (ii) 8,000,000 Class B ordinary shares held by New Heritage Global Limited, and (iii) 9,625,850 Class A ordinary shares that Mr. Tang is entitled to acquire within 60 days from March 31, 2024 upon exercise of share options held by him under our share incentive plans.
Tang is entitled to acquire within 60 days from March 31, 2025 upon exercise of share options held by him under our share incentive plans and (v) 226,727 Class A ordinary shares that Ms. Zhang is entitled to acquire within 60 days from March 31, 2025 upon exercise of share options held by her under our share incentive plans.
Tang is entitled to acquire within 60 days from March 31, 2024 upon exercise of share options held by him under our share incentive plans. Gallant Future Holdings Limited is incorporated in the British Virgin Islands and is wholly-owned by a family trust controlled by Ms. Zhang’s husband, Mr. Yan Tang.
Tang is entitled to acquire within 60 days from March 31, 2025 upon exercise of share options held by him under our share incentive plans and (v) 226,727 Class A ordinary shares that Ms. Zhang is entitled to acquire within 60 days from March 31, 2025 upon exercise of share options held by her under our share incentive plans.
Added
Item 7. Major Shareholders and Related Party Transactions A.
Added
These shares, however, are not included in the computation of the percentage ownership of any other person.
Added
(3) Represent 72,364,466 Class B ordinary shares held by Gallant Future Holdings Limited, (ii) 8,000,000 Class B ordinary shares held by New Heritage Global Limited, (iii) 10,347,125 Class A ordinary shares that Mr.
Added
(6) Represents Class A ordinary shares and ADSs held by Mr. Qi and Class A ordinary shares that Mr. Qi is entitled to acquire within 60 days from March 31, 2022 upon the exercise of share options held by Mr. Qi under our share incentive plans. The business address of Dr.
Added
(“GS Group”), as a parent holding company, are owned, or may be deemed to be beneficially owned, by Goldman Sachs & Co. LLC, a broker or dealer registered under Section 15 of the Act and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.
Added
We disposed of our investment in Hunan Qindao Cultural Spread Ltd., the parent company of Hunan Qindao Network Media Technology Co., Ltd., on January 15, 2024. As a result, both entities ceased to be our related parties as of the disposal date. Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—B.

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