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Niu Technologies

Niu TechnologiesNIU财报

Nasdaq · transport industry

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

What changed in Niu Technologies's 20-F — 2024 vs 2025

Top changes in Niu Technologies's 2025 20-F

439 paragraphs added · 443 removed · 355 edited across 4 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

91 edited+24 added−20 removed675 unchanged
(5) The elimination represents the investment in other subsidiaries from our Company, and the investment in our WFOE from other subsidiaries. ​ A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. 15 Table of Contents D. Risk Factors Summary of Risk Factors Investing in the ADSs involves significant risks.
(5) The elimination represents the investment in other subsidiaries from our Company, and the investment in our WFOE from other subsidiaries. ​ A. [Reserved] B. Capitalization and Indebtedness Not applicable. 15 Table of Contents C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors Summary of Risk Factors Investing in the ADSs involves significant risks.
Any of the foregoing could materially and adversely affect our results of operations, financial condition and prospects. We may not be able to achieve or maintain profitability. We have incurred net losses in the past.
Any of the foregoing could materially and adversely affect our results of operations, financial condition and prospects. We have incurred net losses in the past, and we may not be able to achieve or maintain profitability.
It is uncertain whether any new laws or regulations of mainland China relating to variable interest entity structures will be adopted or, if adopted, what they would provide.
It is uncertain whether any new laws or regulations of mainland China relating to variable interest entity structures will be adopted or, if adopted, what they would provide.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
In May 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021.
In May 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021.
Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions.
Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions.
International sales and operations may be subject to risks such as: ● limited brand recognition (compared with our home market in China); ● costs associated with establishing new distribution networks; ● difficulty to find qualified partners for overseas distribution; ● inability to anticipate foreign consumers’ preferences and customs; ● difficulties in staffing and managing foreign operations; ● burdens of complying with a wide variety of local laws and regulations, including personal data protection, battery, motor, packaging and labeling; ● political and economic instability; ● trade restrictions; ● lesser degrees of intellectual property protection; ● tariffs and customs duties and the classifications of our goods by applicable governmental bodies; and ● a legal system subject to undue influence or corruption.
International sales and operations may be subject to risks such as: ● limited brand recognition (compared with our home market in China); ● costs associated with establishing new distribution networks; ● difficulty to find qualified business partners for overseas sales; ● inability to anticipate foreign consumers’ preferences and customs; ● difficulties in staffing and managing foreign operations; ● burdens of complying with a wide variety of local laws and regulations, including personal data protection, battery, motor, packaging and labeling; ● political and economic instability; ● trade restrictions; ● lesser degrees of intellectual property protection; ● tariffs and customs duties and the classifications of our goods by applicable governmental bodies; and ● a legal system subject to undue influence or corruption.
Accordingly, we cannot guarantee their compliance with ethical business practices, such as environmental responsibilities, fair wage practices and compliance with child labor laws, among others. A lack of demonstrated compliance could lead us to seek alternative suppliers or distributors which could increase our costs and result in delayed delivery of our products or other disruptions of our operations.
Accordingly, we cannot guarantee their compliance with ethical business practices, such as environmental responsibilities, fair wage practices and compliance with child labor laws, among others. A lack of demonstrated compliance could lead us to seek alternative distributors, business partners or suppliers which could increase our costs and result in delayed delivery of our products or other disruptions of our operations.
In addition, if any of our senior management or key personnel joins a competitor or engages in a competing business, we may lose business, knowhow, trade secrets, business partners and key personnel. Furthermore, prospective candidates and existing employees often consider the value of the equity awards they receive in connection with their employment.
In addition, if any of our senior management or key personnel joins a competitor or engages in a competing business, we may lose business, knowhow, trade secrets, distributors, business partners and key personnel. Furthermore, prospective candidates and existing employees often consider the value of the equity awards they receive in connection with their employment.
In this table: ● “Niu Technologies” refers to our Cayman Islands holding company. ● “Other Subsidiaries” refer to the sum of Niu Technologies Group Limited, Beijing Niudian Information Technology Co., Ltd. and other wholly-owned subsidiaries. ● “WFOE” refers to Beijing Niudian Information Technology Co., Ltd., or Niudian Information. ● “VIE and VIE’s Subsidiaries” refer to the sum of Beijing Niudian Technology Co., Ltd., or Beijing Niudian, and all of its subsidiaries in mainland China.
In this table: ● “Niu Technologies” refers to our Cayman Islands holding company. ● “Other Subsidiaries” refer to the sum of Niu Technologies Group Limited, Niu Innovation Technology Ltd and other wholly-owned subsidiaries. ● “WFOE” refers to Beijing Niudian Information Technology Co., Ltd., or Niudian Information. ● “VIE and VIE’s Subsidiaries” refer to the sum of Beijing Niudian Technology Co., Ltd., or Beijing Niudian, and all of its subsidiaries in mainland China.
We aim to provide users with a good user experience, including by providing our users with access to a full suite of services conveniently through our NIU app and services stores. In addition, we seek to engage with our users on an ongoing basis using online and offline channels, such as NIU community and clubs.
We aim to provide users with a good user experience, including by providing our users with access to a full suite of services conveniently through our NIU app and services stores. In addition, we seek to engage with our users on an ongoing basis using online and offline channels, such as NIU community.
We may also be required to restate our consolidated financial statements for prior periods. 26 Table of Contents If our suppliers or distributors fail to use ethical business practices and comply with applicable laws and regulations, our brand image could be harmed due to negative publicity.
We may also be required to restate our consolidated financial statements for prior periods. 26 Table of Contents If our distributors, business partners or suppliers fail to use ethical business practices and comply with applicable laws and regulations, our brand image could be harmed due to negative publicity.
We cannot assure you that we will be able to maintain our existing relationships with these suppliers and continue to be able to source electric motors, batteries or other key components and raw materials we use in our products on a stable basis and at a reasonable price or at all.
Nevertheless, we cannot assure you that we will be able to maintain our existing relationships with these suppliers and continue to be able to source electric motors, batteries or other key components and raw materials we use in our products on a stable basis and at a reasonable price or at all.
Our core values, which include developing high-quality smart e-scooters while operating with integrity, are an important component of our brand image, which makes our reputation sensitive to allegations of unethical business practices. We do not control the business practices of our suppliers or distributors.
Our core values, which include developing high-quality smart e-scooters while operating with integrity, are an important component of our brand image, which makes our reputation sensitive to allegations of unethical business practices. We do not control the business practices of our distributors, business partners or suppliers.
Violation of labor or other laws by our suppliers or distributors or the divergence of their labor or other practices from those generally accepted as ethical in the markets in which we do business could also attract negative publicity for us and our brand.
Violation of labor or other laws by our distributors, business partners or suppliers or the divergence of their labor or other practices from those generally accepted as ethical in the markets in which we do business could also attract negative publicity for us and our brand.
In particular, recent declines in the market price of the ADSs and Class A ordinary shares significantly increased our risk of becoming a PFIC. In addition, the composition of our income and assets will also be affected by how, and how quickly, we use our liquid assets.
In particular, recent declines in the market price of the ADSs and Class A ordinary shares increased our risk of becoming a PFIC. In addition, the composition of our income and assets will also be affected by how, and how quickly, we use our liquid assets.
The opinions provide that the market supervision department shall strengthen the management of the China Compulsory Certification for electric bicycles, strengthen inspections of certification agencies and manufacture enterprises and only allow vehicles that meet the Electric Bicycle Standards and obtained the China Compulsory Certification flowing into the market.
The opinions provide that the market supervision department shall strengthen the management of the China Compulsory Certification for electric bicycles, strengthen inspections of certification agencies and manufacture enterprises and only allow vehicles that meet the New Electric Bicycle Standards and obtained the China Compulsory Certification flowing into the market.
If we or the VIE are found to be in violation of any existing or future laws or regulations of mainland China, or fail to obtain or maintain any of the required permits or approvals, the PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures, including, but not limited to: ● revoking the business license and/or operating licenses of such entities; ● discontinuing or placing restrictions or onerous conditions on our operations; ● imposing fines, confiscating the income from the VIE, or imposing other requirements with which we or the VIE may not be able to comply; ● requiring us to restructure our ownership structure or operations, including terminating the contractual arrangements with the VIE and deregistering the equity pledges of the VIE, which in turn would affect our ability to consolidate, derive economic interests from, or conduct the business operations of the VIE; or ● restricting or prohibiting our ability to finance our business and operations in mainland China.
If we or the VIE are found to be in violation of any existing or future laws or regulations of mainland China, or fail to obtain or maintain any of the required permits or approvals, the PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures, including, but not limited to: ● revoking the business license and/or operating licenses of such entities; ● discontinuing or placing restrictions or onerous conditions on our operations; ● imposing fines, confiscating the income from the VIE, or imposing other requirements with which we or the VIE may not be able to comply; ● requiring us to restructure our ownership structure or operations, including terminating the contractual arrangements with the VIE and deregistering the equity pledges of the VIE, which in turn would affect our ability to consolidate, derive economic interests from, or conduct the business operations of the VIE; or 36 Table of Contents ● restricting or prohibiting our ability to finance our business and operations in mainland China.
Assuming that we are the owner of the VIE (including its respective subsidiaries, if any) for United States federal income tax purposes, we do not believe we were a PFIC for the taxable year ended December 31, 2024. 55 Table of Contents Since the value of our assets for purposes of the asset test may be determined by reference to the market price of the ADSs, fluctuations in the market price of the ADSs may cause us to become a PFIC for the current or subsequent taxable years.
Assuming that we are the owner of the VIE (including its respective subsidiaries, if any) for United States federal income tax purposes, we do not believe we were a PFIC for the taxable year ended December 31, 2025. 55 Table of Contents Since the value of our assets for purposes of the asset test may be determined by reference to the market price of the ADSs, fluctuations in the market price of the ADSs may cause us to become a PFIC for the current or subsequent taxable years.
The cash inflows of Niu Technologies were primarily generated from the proceeds received from Niu Technologies’ public offerings of ordinary shares, other financing activities and cash generated from our operating activities. For the years ended December 31, 2022, 2023 and 2024, Niu Technologies did not provide any capital contributions or loans to our mainland China subsidiaries.
The cash inflows of Niu Technologies were primarily generated from the proceeds received from Niu Technologies’ public offerings of ordinary shares, other financing activities and cash generated from our operating activities. For the years ended December 31, 2023, 2024 and 2025, Niu Technologies did not provide any capital contributions or loans to our mainland China subsidiaries.
We believe our cash and cash equivalents, restricted cash and term deposits will be sufficient to meet our current and anticipated needs for general corporate purposes for at least the next 12 months. We may, however, need additional cash resources in the future if we experience changes in business conditions or other developments.
We believe our cash and cash equivalents, restricted cash, term deposits and short-term investments will be sufficient to meet our current and anticipated needs for general corporate purposes for at least the next 12 months. We may, however, need additional cash resources in the future if we experience changes in business conditions or other developments.
If we are not able to maintain and enhance our brand, our business and operating results may be adversely affected; ● Our success is dependent on the continued popularity of our existing products and services and our continued innovation and successful launches of new products and services, and we may not be able to anticipate or make timely responses to changes in the preferences of consumers; ● We rely heavily on city partners and franchised stores for sales and distribution of our products and our success depends on our offline distribution network; ● We rely substantially on external suppliers for certain components and raw materials used in our products; ● We may not be able to maintain profitability; ● Our products and services may experience quality problems from time to time, which could result in decreased sales, adversely affect our results of operations and harm our reputation; ● We may be compelled to undertake product recalls or take other actions, which could adversely affect our brand image and results of operations; ● We may face intense competition in the electric two-wheeled vehicles industry; ● Our marketing strategy of appealing to and growing sales to a more diversified group of users may not continue to be successful; and ● We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.
If we are not able to maintain and enhance our brand, our business and operating results may be adversely affected; ● Our success is dependent on the continued popularity of our existing products and services and our continued innovation and successful launches of new products and services, and we may not be able to anticipate or make timely responses to changes in the preferences of consumers; ● We rely heavily on city partners and franchised stores for sales and distribution of our products and our success depends on our offline distribution network; ● We rely substantially on external suppliers for certain components and raw materials used in our products; ● We have incurred net losses in the past, and we may not be able to achieve or maintain profitability; ● Our products and services may experience quality problems from time to time, which could result in decreased sales, adversely affect our results of operations and harm our reputation; ● We may be compelled to undertake product recalls or take other actions, which could adversely affect our brand image and results of operations; ● We may face intense competition in the electric two-wheeled vehicles industry; ● Our marketing strategy of appealing to and growing sales to a more diversified group of users may not continue to be successful; and ● We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.
For this reason, we were not identified as a Commission-Identified Issuer under the HFCAA after we filed our annual report on Form 20-F for the fiscal year ended December 31, 2023 and do not expect to be so identified after we file this annual report on Form 20-F for the fiscal year ended December 31, 2024.
For this reason, we were not identified as a Commission-Identified Issuer under the HFCAA after we filed our annual report on Form 20-F for the fiscal year ended December 31, 2024 and do not expect to be so identified after we file this annual report on Form 20-F for the fiscal year ended December 31, 2025.
For this reason, we were not identified as a Commission-Identified Issuer under the HFCAA after we filed the annual report on Form 20-F for the fiscal year ended December 31, 2023 and do not expect to be so identified after we file this annual report on Form 20-F for the fiscal year ended December 31, 2024.
For this reason, we were not identified as a Commission-Identified Issuer under the HFCAA after we filed the annual report on Form 20-F for the fiscal year ended December 31, 2024 and do not expect to be so identified after we file this annual report on Form 20-F for the fiscal year ended December 31, 2025.
According to the PRC Anti-unfair Competition Law, unfair competition, which refers to the production and operating activities where the operator disrupts the market competition order and damages the legitimate rights and interests of other operators or consumers in violation of the provisions of the PRC Anti-unfair Competition Law, shall be prohibited.
According to the PRC Anti-unfair Competition Law (revised in 2025), unfair competition, which refers to the production and operating activities where the operator disrupts the market competition order and damages the legitimate rights and interests of other operators or consumers in violation of the provisions of the PRC Anti-unfair Competition Law, shall be prohibited.
While our sales resumed growth in 2024, and we expect this growth trend to continue in 2025 with the launches of our new products, our historical growth rate may not be indicative of our future performance. 27 Table of Contents We believe that our future growth will depend on many factors, including launch of new products, effective marketing, successful entry into other international markets and operating efficiency.
While our sales resumed growth since 2024, and we expect this growth trend to continue in 2026 with the launches of our new products, our historical growth rate may not be indicative of our future performance. 27 Table of Contents We believe that our future growth will depend on many factors, including launch of new products, effective marketing, successful entry into other international markets and operating efficiency.
For the years ended December 31, 2022, 2023 and 2024, no assets other than cash were transferred between Niu Technologies and a subsidiary, the VIE or its subsidiary, no subsidiaries paid dividends or made other distributions to Niu Technologies, and no dividends or distributions were paid or made to U.S. investors.
For the years ended December 31, 2023, 2024 and 2025, no assets other than cash were transferred between Niu Technologies and a subsidiary, the VIE or its subsidiary, no subsidiaries paid dividends or made other distributions to Niu Technologies, and no dividends or distributions were paid or made to U.S. investors.
Failure to take timely and appropriate measures to comply with any of these or similar regulatory compliance requirements could materially and adversely affect our current corporate structure, corporate governance and business operations. We rely on contractual arrangements with the VIE and its shareholders for a large portion of our business operations, which may not be as effective as direct ownership.
Failure to take timely and appropriate measures to comply with any of these or similar regulatory compliance requirements could materially and adversely affect our current corporate structure, corporate governance and business operations. 37 Table of Contents We rely on contractual arrangements with the VIE and its shareholders for a large portion of our business operations, which may not be as effective as direct ownership.
As of the same date, we had 211 applications for patents and trademarks pending in mainland China, Europe and other jurisdictions. For our pending applications, we cannot assure you that we will be granted patents pursuant to our pending applications.
As of the same date, we had 137 applications for patents and trademarks pending in mainland China, Europe and other jurisdictions. For our pending applications, we cannot assure you that we will be granted patents pursuant to our pending applications.
Risk Factors—Risks Related to Our Corporate Structure—The shareholders of the VIE may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.” 3 Table of Contents For more details of our corporate structure, including our principal subsidiaries, the VIE and its principal subsidiaries, as of the date of this annual report, see “Item 4.
Risk Factors—Risks Related to Our Corporate Structure—The shareholders of the VIE may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.” For more details of our corporate structure, including our principal subsidiaries, the VIE and its principal subsidiaries, as of the date of this annual report, see “Item 4.
In addition, an independent registered public accounting firm must attest to and report on the effectiveness of the company’s internal control over financial reporting. In connection with the preparation of our financial statements for the fiscal year ended December 31, 2024, we did not identify any material weakness in our internal controls and our financial reporting.
In addition, an independent registered public accounting firm must attest to and report on the effectiveness of the Company’s internal control over financial reporting. In connection with the preparation of our consolidated financial statements for the fiscal year ended December 31, 2025, we did not identify any material weakness in our internal controls and our financial reporting.
If the PRC government deems that our contractual arrangements with the variable interest entity do not comply with the regulatory restrictions on foreign investment in the relevant industries in mainland China, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations, and our ADSs may decline in value or become worthless, if we are unable to assert contractual control over the assets of the VIE and its subsidiaries which contributes to a majority of our revenues in 2024.
If the PRC government deems that our contractual arrangements with the variable interest entity do not comply with the regulatory restrictions on foreign investment in the relevant industries in mainland China, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations, and our ADSs may decline in value or become worthless, if we are unable to assert contractual control over the assets of the VIE and its subsidiaries which contributes to most of our revenues in 2025.
Information on the Company—C. Organizational Structure.” There are also uncertainties regarding the interpretation and application of the current and future laws, regulations and rules of mainland China regarding the status of the rights of our Cayman Islands holding company with respect to its contractual arrangements with the VIE and its shareholders.
Information on the Company—C. Organizational Structure.” 3 Table of Contents There are also uncertainties regarding the interpretation and application of the current and future laws, regulations and rules of mainland China regarding the status of the rights of our Cayman Islands holding company with respect to its contractual arrangements with the VIE and its shareholders.
If we are required to comply with these requirements and fail to do so on a timely basis, if at all, our business operation, financial conditions and business prospect may be adversely and materially affected. 41 Table of Contents In addition, we cannot assure you that any new rules or regulations promulgated in the future will not impose additional requirements on us.
If we are required to comply with these requirements and fail to do so on a timely basis, if at all, our business operation, financial conditions and business prospect may be adversely and materially affected. In addition, we cannot assure you that any new rules or regulations promulgated in the future will not impose additional requirements on us.
We may be subject to product liability or warranty claims that could result in significant direct or indirect costs, or we could experience greater returns from retailers than expected, which could harm our business and operating results. We may become subject to product liability claims, which could harm our business, prospects, operating results and financial condition.
We may be subject to product liability or warranty claims that could result in significant direct or indirect costs, or we could experience greater returns from distributors and business partners than expected, which could harm our business and operating results. We may become subject to product liability claims, which could harm our business, prospects, operating results and financial condition.
The CAC has also issued the First Edition and the Second Edition of Guidelines for Application for Security Assessment of Outbound Data Transfer successively on August 31, 2022 and March 22, 2024, respectively, illustrating the specific requirements for declaration of the cross-border data security assessment, such as methods, processes and materials, and optimizes and simplifies the relevant materials that data processors need to submit.
The CAC has also issued the First Edition, the Second Edition and the Third Edition of Guidelines for Application for Security Assessment of Outbound Data Transfer successively on August 31, 2022, March 22, 2024 and June 27, 2025, respectively, illustrating the specific requirements for declaration of the cross-border data security assessment, such as methods, processes and materials, and optimizes and simplifies the relevant materials that data processors need to submit.
Therefore, our contractual arrangements with the VIE may not be as effective as direct ownership. 37 Table of Contents We may lose the ability to use and enjoy assets held by the VIE and its subsidiaries that are important to our business if the VIE and its subsidiaries declare bankruptcy or become subject to a dissolution or liquidation proceeding.
Therefore, our contractual arrangements with the VIE may not be as effective as direct ownership. We may lose the ability to use and enjoy assets held by the VIE and its subsidiaries that are important to our business if the VIE and its subsidiaries declare bankruptcy or become subject to a dissolution or liquidation proceeding.
Yan Li, Token Yilin Hu and Carl Chuankai Liu have significant influence over matters requiring shareholders’ approval, including election of directors and significant corporate transactions, such as a merger or sale of our company or our assets.
Yan Li and Token Yilin Hu have significant influence over matters requiring shareholders’ approval, including election of directors and significant corporate transactions, such as a merger or sale of our company or our assets.
We rely on a combination of patents, patent applications, trade secrets, including know-how, copyright laws, trademarks, intellectual property licenses, contractual rights and any other agreements to establish and protect our proprietary rights in our technology. In addition, we enter into confidentiality and nondisclosure agreements with our employees and business partners. See “Item 4. Information On the Company—B.
We rely on a combination of patents, patent applications, trade secrets, including know-how, copyright laws, trademarks, intellectual property licenses, contractual rights and any other agreements to establish and protect our proprietary rights in our technology. In addition, we enter into confidentiality and non-disclosure agreements with our employees, distributors, business partners and suppliers. See “Item 4. Information On the Company—B.
Our management has concluded that our internal control over financial reporting was effective as of December 31, 2024. See “Item 15.
Our management has concluded that our internal control over financial reporting was effective as of December 31, 2025. See “Item 15.
The service fees paid are recognized as a tax deduction by the VIE and as income by our mainland China subsidiaries and are tax neutral. (3) The VIE and one of its subsidiary qualifies for a 15% preferential income tax rate in mainland China.
The service fees paid are recognized as a tax deduction by the VIE and as income by our mainland China subsidiaries and are tax neutral. (3) The VIE and one of its subsidiaries qualify for a 15% preferential income tax rate in mainland China.
For the years ended December 31, 2022, 2023 and 2024, the VIE did not receive loans provided by Niu Technologies.
For the years ended December 31, 2023, 2024 and 2025, the VIE did not receive loans provided by Niu Technologies.
For the years ended December 31, 2022, 2023 and 2024, our subsidiaries did not provide capital contributions to the VIE.
For the years ended December 31, 2023, 2024 and 2025, our subsidiaries did not provide capital contributions to the VIE.
We cannot assure you that our services, including NIU Care and NIU Cover, or our efforts to engage with our users using both our online and offline channels, will be successful, which could impact our revenues as well as our customer satisfaction and marketing.
We cannot assure you that our services, including repair and maintenance service and NIU Cover, or our efforts to engage with our users using both our online and offline channels, will be successful, which could impact our revenues as well as our customer satisfaction and marketing.
A major breach of our network security and systems could create serious negative consequences for our businesses and future prospects, including possible fines, penalties, reduced customer demand for our products and harm to our reputation and brand. See “Item 4. Information on the Company—B.
A major breach of our network security and systems could create serious negative consequences for our businesses and future prospects, including possible fines, penalties, reduced customer demand for our products and harm to our reputation and brand. See “Item 4. Information on the Company—B. Business Overview—Regulations” for further details.
As a result of these contractual arrangements, we conduct the business operations and are the primary beneficiary of the VIE and hence consolidate its financial results and its subsidiaries into our consolidated financial statements under U.S. GAAP. See “Item 4. Information on the Company—C.
As a result of these contractual arrangements, we conduct the business operations and are the primary beneficiary of the VIE and hence consolidate its financial results and its subsidiaries into our consolidated financial statements under U.S. GAAP. See “Item 4. Information on the Company—C. Organizational Structure” for further details.
We are a Cayman Islands exempted company and all of our assets are located outside of the United States. Substantially all of our current operations are conducted in mainland China.
We are a Cayman Islands exempted company and most of our assets are located outside of the United States. Most of our current operations are conducted in mainland China.
The VIE contributed a majority of our consolidated total revenues in 2022, 2023 and 2024. We have relied and expect to continue to rely on contractual arrangements with the VIE and its shareholders to conduct our business. These contractual arrangements may not be as effective as direct ownership in the VIE.
The VIE contributed most of our consolidated total revenues in 2023, 2024 and 2025. We have relied and expect to continue to rely on contractual arrangements with the VIE and its shareholders to conduct our business. These contractual arrangements may not be as effective as direct ownership in the VIE.
As of December 31, 2024, options to purchase 1,140,400 Class A ordinary shares and nil restricted share units had been granted and were outstanding under the Amended and Restated 2016 Plan, excluding options or restricted share units that were forfeited or canceled after the relevant grant dates.
As of December 31, 2025, options to purchase 1,025,040 Class A ordinary shares and nil restricted share units had been granted and were outstanding under the Amended and Restated 2016 Plan, excluding options or restricted share units that were forfeited or canceled after the relevant grant dates.
Revenues contributed by the VIE accounted for 99.7%, 99.6% and 98.8% of our total revenues for the year ended December 31, 2022, 2023 and 2024, respectively.
Revenues contributed by the VIE accounted for 99.6%, 98.8% and 96.8% of our total revenues for the year ended December 31, 2023, 2024 and 2025, respectively.
See “Item 4. Information on the Company—B. Business Overview—Regulations” for additional details regarding the permits, licenses, registrations and other requirements applicable to us, our subsidiaries and affiliates. We largely rely on our own standards concerning the production and quality control of such products.
Business Overview—Regulations” for additional details regarding the permits, licenses, registrations and other requirements applicable to us, our subsidiaries and affiliates. We largely rely on our own standards concerning the production and quality control of such products.
We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. 5 Table of Contents For the years ended December 31, 2022, 2023 and 2024, the VIE has paid RMB112.2 million, RMB56.8 million and RMB58.1 million (US$8.0 million) of service fee to our WFOE, respectively.
We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. 5 Table of Contents For the years ended December 31, 2023, 2024 and 2025, the VIE has paid RMB56.8 million, RMB58.1 million and RMB51.4 million (US$7.3 million) of service fee to our WFOE, respectively.
Business Overview—Regulations” for further details. 24 Table of Contents We are subject to a variety of costs and risks due to our continued expansion internationally that may not be successful and could adversely affect our profitability and operating results. We face challenges and risks associated with expanding our business globally into new geographic markets.
We are subject to a variety of costs and risks due to our continued expansion internationally that may not be successful and could adversely affect our profitability and operating results. We face challenges and risks associated with expanding our business globally into new geographic markets.
The VIE and its subsidiaries hold assets that are important to our operations, and they contributed a majority of our consolidated total revenues in 2022, 2023 and 2024.
The VIE and its subsidiaries hold assets that are important to our operations, and they contributed most of our consolidated total revenues in 2023, 2024 and 2025.
As of December 31, 2024, options to purchase 2,612,928 Class A ordinary shares and 2,753,342 restricted share units had been granted and were outstanding under the 2018 Share Incentive Plan. In 2022, 2023 and 2024, we recorded RMB58.2 million, RMB47.7 million and RMB24.2 million (US$3.3 million) in share-based compensation expenses, respectively.
As of December 31, 2025, options to purchase 2,612,928 Class A ordinary shares and 7,670,528 restricted share units had been granted and were outstanding under the 2018 Share Incentive Plan. In 2023, 2024 and 2025, we recorded RMB47.7 million, RMB24.2 million and RMB27.7 million (US$4.0 million) in share-based compensation expenses, respectively.
Any failure to obtain or delay in obtaining the CSRC approval for any of our offshore offerings, or a rescission of such approval if obtained by us, would subject us to sanctions imposed by the CSRC or other PRC regulatory authorities, which could include fines and penalties on our operations in mainland China, restrictions or limitations on our ability to pay dividends outside of mainland China, and other forms of sanctions that may materially and adversely affect our business, financial condition, and results of operations. 40 Table of Contents On February 17, 2023, the CSRC promulgated the Overseas Listing Trial Measures, which became effective on March 31, 2023.
Any failure to obtain or delay in obtaining the CSRC approval for any of our offshore offerings, or a rescission of such approval if obtained by us, would subject us to sanctions imposed by the CSRC or other PRC regulatory authorities, which could include fines and penalties on our operations in mainland China, restrictions or limitations on our ability to pay dividends outside of mainland China, and other forms of sanctions that may materially and adversely affect our business, financial condition, and results of operations.
We cannot assure you that when conflicts of interest arise any or all of these shareholders will act in the best interests of our company or such conflicts will be resolved in our favor. 38 Table of Contents Currently, we do not have any arrangements to address potential conflicts of interest between these shareholders and our company, except that we could exercise our purchase option under the third amended and restated exclusive option agreements with these shareholders to request them to transfer all of their equity interests in the VIE to a mainland China entity or individual designated by us, to the extent permitted by the laws of mainland China.
Currently, we do not have any arrangements to address potential conflicts of interest between these shareholders and our company, except that we could exercise our purchase option under the third amended and restated exclusive option agreements with these shareholders to request them to transfer all of their equity interests in the VIE to a mainland China entity or individual designated by us, to the extent permitted by the laws of mainland China.
Notably, the requirements therein include that, where network data processing activities carried out by a network data processor affect or may affect national security, national security review shall be conducted in accordance with relevant PRC regulations, without providing further explanation or interpretation for “affect or may affect national security.” If we were deemed having carried our any network data processing activities that “affect or may affect national security”, we may be subject to the national security review under article 13 of the Regulations on Network Data Security, failing which may subject us to fines, penalties, suspension of relevant business and revocation of relevant business permits, and thus our business operations may be adversely affected.
Notably, the requirements therein include that, where network data processing activities carried out by a network data processor affect or may affect national security, national security review shall be conducted in accordance with relevant PRC regulations, without providing further explanation or interpretation for “affect or may affect national security.” If we were deemed having carried our any network data processing activities that “affect or may affect national security”, we may be subject to the national security review under article 13 of the Regulations on Network Data Security, failing which may subject us to fines, penalties, suspension of relevant business and revocation of relevant business permits, and thus our business operations may be adversely affected. 34 Table of Contents On February 12, 2025, the CAC published the Personal Information Protection Compliance Audit Management Measures, which will take effect on May 1, 2025.
As of December 31, 2024, we owned 612 patents, 978 registered trademarks and 31 copyrights relating to various aspects of our operations and two registered domain names, including www.niu.com . Of the 978 registered trademarks, 155 are registered in mainland China and 823 in other countries and regions.
As of December 31, 2025, we owned 617 patents, 1,028 registered trademarks and 33 copyrights relating to various aspects of our operations and two registered domain names, including www.niu.com . Of the 1,028 registered trademarks, 155 are registered in mainland China and 873 in other countries and regions.
Electric bicycles shall meet the safety requirements set out in the Safety Technical Specification for Electric Bicycle (GB17761-2018), or the Electric Bicycle Standard, which was jointly issued by the SAMR and the National Standardization Administration of China on May 15, 2018 and came into effect on April 15, 2019.
Electric bicycles shall meet the safety requirements set out in the Safety Technical Specification for Electric Bicycle (GB17761-2024), or the New Electric Bicycle Standard, which was jointly issued by the SAMR and the National Standardization Administration of China on December 31, 2024 and came into effect on September 1, 2025.
Risks Related to Doing Business in China ● Changes in China’s economic, political or social conditions or government policies could have a material and adverse effect on our business and results of operations; 16 Table of Contents ● The filing, approval or other administration requirements of the CSRC or other PRC government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to complete such filing, obtain such approval or meet such requirements; ● Uncertainties in the interpretation and enforcement of the laws and regulations of mainland China could limit the legal protections available to you and us; ● The PRC government’s significant oversight over our business operation could result in a material adverse change in our operations and the value of our securities; ● We may be adversely affected by the complexity, uncertainties and changes in the regulation on internet-related businesses and companies in mainland China; ● The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections; and ● Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in mainland China and Hong Kong.
Risks Related to Our Corporate Structure ● If the PRC government finds that the agreements that establish the structure for operating some of our operations in mainland China do not comply with the regulations of mainland China relating to the relevant industries, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations; ● Uncertainties exist with respect to the interpretation and implementation of the newly enacted Foreign Investment Law of the PRC and how it may impact the viability of our current corporate structure, corporate governance and business operations; and ● We rely on contractual arrangements with the VIE and its shareholders for a large portion of our business operations, which may not be as effective as direct ownership. 16 Table of Contents Risks Related to Doing Business in China ● Changes in China’s economic, political or social conditions or government policies could have a material and adverse effect on our business and results of operations; ● The filing, approval or other administration requirements of the CSRC or other PRC government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to complete such filing, obtain such approval or meet such requirements; ● Uncertainties in the interpretation and enforcement of the laws and regulations of mainland China could limit the legal protections available to you and us; ● The PRC government’s significant oversight over our business operation could result in a material adverse change in our operations and the value of our securities; ● We may be adversely affected by the complexity, uncertainties and changes in the regulation on internet-related businesses and companies in mainland China; ● The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections; and ● Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in mainland China and Hong Kong.
If we are found to be in violation of applicable laws and regulations, we could be subject to administrative punishment, including fines, injunctions, recalls or asset seizures, as well as potential criminal sanctions, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects. 22 Table of Contents In addition, future material changes in industry standards, laws and regulations, such as increased restrictions on manufacturers, could result in increased operating costs or affect our ordinary operations, which could also have a material adverse effect on our operations and our financial results.
If we are found to be in violation of applicable laws and regulations, we could be subject to administrative punishment, including fines, injunctions, recalls or asset seizures, as well as potential criminal sanctions, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects.
In China, our offline retail channels consist of city partners and franchised stores, whereas in European and other countries, we rely on overseas distributors. Our “city partner” system plays an important role in our offline sales strategy in China. City partners are our exclusive distributors who either open and operate franchised stores or sign up franchised stores.
In China, our offline retail channels consist of city partners and franchised stores, whereas in European and other countries, we rely on overseas business partners, including distributors, dealers and retailers. Our “city partner” system plays an important role in our offline sales strategy in China.
Risks Related to Our Corporate Structure If the PRC government finds that the agreements that establish the structure for operating some of our operations in mainland China do not comply with the regulations of mainland China relating to the relevant industries, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.
Complying with these new or additional laws, regulations and requirements could cause us to incur substantial costs or require us to change our business practices in a manner materially adverse to our business. 35 Table of Contents Risks Related to Our Corporate Structure If the PRC government finds that the agreements that establish the structure for operating some of our operations in mainland China do not comply with the regulations of mainland China relating to the relevant industries, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.
For example, if the shareholders of the VIE refuse to transfer their equity interest in the VIE to us or our designee if we exercise the purchase option pursuant to these contractual arrangements, or if they otherwise act in bad faith toward us, then we may have to take legal actions to compel them to perform their contractual obligations.
For example, if the shareholders of the VIE refuse to transfer their equity interest in the VIE to us or our designee if we exercise the purchase option pursuant to these contractual arrangements, or if they otherwise act in bad faith toward us, then we may have to take legal actions to compel them to perform their contractual obligations. 38 Table of Contents All of the agreements under our contractual arrangements are governed by the laws of mainland China and provide for the resolution of disputes through arbitration in China.
Organizational Structure” for further details. 35 Table of Contents Investors in our ADSs are not purchasing equity interest in the VIE in mainland China but instead are purchasing equity interest in a Cayman Islands holding company.
Investors in our ADSs are not purchasing equity interest in the VIE in mainland China but instead are purchasing equity interest in a Cayman Islands holding company.
We may fail to comply with legal or regulatory requirements or to obtain or maintain the licenses, permits, registrations or certificates. Our manufacturing and other production facilities as well as the packaging, storage, distribution, advertising and labeling of our products, are subject to extensive legal and regulatory requirements.
Our manufacturing and other production facilities as well as the packaging, storage, distribution, advertising and labeling of our products, are subject to extensive legal and regulatory requirements.
The filing, approval or other administration requirements of the CSRC or other PRC government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to complete such filing, obtain such approval or meet such requirements.
As a result, any severe or prolonged slowdown in the global or Chinese economy may materially and adversely affect our business, results of operations and financial condition. 40 Table of Contents The filing, approval or other administration requirements of the CSRC or other PRC government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to complete such filing, obtain such approval or meet such requirements.
Consolidating Statements of Loss Information ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, 2024 ​ ​ Niu ​ Other ​ ​ ​ VIE and its ​ ​ ​ Consolidated ​ Technologies Subsidiaries WFOE Subsidiaries Eliminations Total ​ ​ RMB ​ ​ (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenues (4) ​ — 87,566 54,845 3,395,510 (249,625) 3,288,296 Cost of revenues (4) ​ — (52,564) (56) (2,832,730) 95,817 (2,789,533) Gross profit ​ — 35,002 54,789 562,780 (153,808) 498,763 Selling and marketing expenses (4) ​ — (44,140) (27,148) (514,028) 95,738 (489,578) Research and development expenses (4) ​ — — (8,072) (129,741) 7,702 (130,111) General and administrative expenses (4) ​ (13,025) (8,583) (21,799) (89,565) 2,354 (130,618) Total operating expenses ​ (13,025) (52,723) (57,019) (733,334) 105,794 (750,307) Government grants ​ — — — 912 — 912 Share of loss from subsidiaries, consolidated VIE and VIE’s subsidiaries (3) ​ (195,200) — — — 195,200 — Interest expenses ​ — (70) — (5,554) — (5,624) Interest income ​ 15,024 1,990 256 19,820 — 37,090 Investment income ​ — 58 — 2,301 — 2,359 Loss before income taxes ​ (193,201) (15,743) (1,974) (153,075) 147,186 (216,807) Income tax (expense) benefit ​ — (116) (4) 23,726 — 23,606 Net loss ​ (193,201) (15,859) (1,978) (129,349) 147,186 (193,201) ​ 9 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, 2023 ​ ​ Niu ​ Other ​ ​ ​ VIE and its ​ ​ ​ Consolidated ​ Technologies Subsidiaries WFOE Subsidiaries Eliminations Total ​ ​ RMB ​ ​ (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenues (4) ​ — 28,543 53,552 2,645,570 (75,907) 2,651,758 Cost of revenues (4) ​ — (17,183) (621) (2,075,462) 12,255 (2,081,011) Gross profit ​ — 11,360 52,931 570,108 (63,652) 570,747 Selling and marketing expenses (4) ​ — (19,242) (36,693) (486,171) 46,371 (495,735) Research and development expenses (4) ​ — — (20,766) (145,968) 15,748 (150,986) General and administrative expenses (4) ​ (17,739) (2,308) (19,551) (206,654) 1,734 (244,518) Total operating expenses ​ (17,739) (21,550) (77,010) (838,793) 63,853 (891,239) Government grants ​ — — — 2,969 — 2,969 Share of income from subsidiaries, consolidated VIE and VIE’s subsidiaries (3) ​ (270,499) — — — 270,499 — Interest expenses ​ — — — (1,424) — (1,424) Interest income ​ 16,402 4 5 19,081 — 35,492 Investment income ​ — — — 1,426 — 1,426 Loss before income taxes ​ (271,836) (10,186) (24,074) (246,633) 270,700 (282,029) Income tax benefit (expense) ​ — 2 (1) 10,192 — 10,193 Net loss ​ (271,836) (10,184) (24,075) (236,441) 270,700 (271,836) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, 2022 ​ ​ Niu ​ Other ​ ​ ​ VIE and its ​ ​ ​ Consolidated ​ Technologies Subsidiaries WFOE Subsidiaries Eliminations Total ​ ​ RMB ​ ​ (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenues (4) ​ — 43,448 105,328 3,187,990 (168,169) 3,168,597 Cost of revenues (4) ​ — (41,143) (28,233) (2,483,840) 54,300 (2,498,916) Gross profit ​ — 2,305 77,095 704,150 (113,869) 669,681 Selling and marketing expenses (4) ​ — (15,480) (44,789) (446,149) 66,009 (440,409) Research and development expenses (4) ​ — — (19,770) (202,940) 46,232 (176,478) General and administrative expenses (4) ​ (15,415) (2,343) (26,944) (115,490) 1,731 (158,461) Total operating expenses ​ (15,415) (17,823) (91,503) (764,579) 113,972 (775,348) Government grants ​ — — — 16,385 — 16,385 Share of income from subsidiaries, consolidated VIE and VIE’s subsidiaries (3) ​ (39,265) — — — 39,265 — Interest expenses ​ — — — (5,716) — (5,716) Interest income ​ 5,217 13 2 7,628 — 12,860 Investment income ​ — 221 — 10,697 — 10,918 Loss before income taxes ​ (49,463) (15,284) (14,406) (31,435) 39,368 (71,220) Income tax (expense) benefit ​ — (166) (164) 22,087 — 21,757 Net loss ​ (49,463) (15,450) (14,570) (9,348) 39,368 (49,463) ​ ​ 10 Table of Contents The following table presents the condensed consolidating schedule of financial position for our subsidiaries and the VIE as of the dates presented.
Consolidating Statements of Loss Information ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, 2025 ​ ​ Niu ​ Other ​ ​ ​ VIE and its ​ ​ ​ Consolidated ​ ​ ​ ​ Technologies ​ ​ ​ Subsidiaries ​ ​ ​ WFOE ​ ​ ​ Subsidiaries ​ ​ ​ Eliminations ​ ​ ​ Total ​ ​ RMB ​ ​ (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenues (4) ​ — 185,318 48,675 4,328,390 (254,518) 4,307,865 Cost of revenues (4) ​ — (143,386) (1,141) (3,467,644) 147,877 (3,464,294) Gross profit ​ — 41,932 47,534 860,746 (106,641) 843,571 Selling and marketing expenses (4) ​ — (68,655) (25,326) (663,747) 81,959 (675,769) Research and development expenses (4) ​ — — (6,119) (166,811) 6,478 (166,452) General and administrative expenses (4) ​ (12,322) (809) (18,819) (59,603) 589 (90,964) Total operating expenses ​ (12,322) (69,464) (50,264) (890,161) 89,026 (933,185) Government grants ​ — — — 1,367 — 1,367 Share of loss from subsidiaries, consolidated VIE and VIE’s subsidiaries (3) ​ (36,346) — — — 36,346 — Interest expenses ​ — (380) — (5,874) 124 (6,130) Interest income ​ 9,282 2,679 337 14,290 (124) 26,464 Investment income ​ — 673 — 4,871 — 5,544 Loss before income taxes ​ (39,386) (24,560) (2,393) (14,761) 18,731 (62,369) Income tax benefit ​ — 84 — 22,899 — 22,983 Net (loss) income ​ (39,386) (24,476) (2,393) 8,138 18,731 (39,386) ​ 9 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, 2024 ​ ​ Niu ​ Other ​ ​ ​ VIE and its ​ ​ ​ Consolidated ​ ​ ​ ​ Technologies ​ ​ ​ Subsidiaries ​ ​ ​ WFOE ​ ​ ​ Subsidiaries ​ ​ ​ Eliminations ​ ​ ​ Total ​ ​ RMB ​ ​ (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenues (4) ​ — 87,566 54,845 3,395,510 (249,625) 3,288,296 Cost of revenues (4) ​ — (52,564) (56) (2,832,730) 95,817 (2,789,533) Gross profit ​ — 35,002 54,789 562,780 (153,808) 498,763 Selling and marketing expenses (4) ​ — (44,140) (27,148) (514,028) 95,738 (489,578) Research and development expenses (4) ​ — — (8,072) (129,741) 7,702 (130,111) General and administrative expenses (4) ​ (13,025) (8,583) (21,799) (89,565) 2,354 (130,618) Total operating expenses ​ (13,025) (52,723) (57,019) (733,334) 105,794 (750,307) Government grants ​ — — — 912 — 912 Share of loss from subsidiaries, consolidated VIE and VIE’s subsidiaries (3) ​ (195,200) — — — 195,200 — Interest expenses ​ — (70) — (5,554) — (5,624) Interest income ​ 15,024 1,990 256 19,820 — 37,090 Investment income ​ — 58 — 2,301 — 2,359 Loss before income taxes ​ (193,201) (15,743) (1,974) (153,075) 147,186 (216,807) Income tax (expense) benefit ​ — (116) (4) 23,726 — 23,606 Net loss ​ (193,201) (15,859) (1,978) (129,349) 147,186 (193,201) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, 2023 ​ ​ Niu ​ Other ​ ​ ​ VIE and its ​ ​ ​ Consolidated ​ ​ ​ ​ Technologies ​ ​ ​ Subsidiaries ​ ​ ​ WFOE ​ ​ ​ Subsidiaries ​ ​ ​ Eliminations ​ ​ ​ Total ​ ​ RMB ​ ​ (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenues (4) ​ — 28,543 53,552 2,645,570 (75,907) 2,651,758 Cost of revenues (4) ​ — (17,183) (621) (2,075,462) 12,255 (2,081,011) Gross profit ​ — 11,360 52,931 570,108 (63,652) 570,747 Selling and marketing expenses (4) ​ — (19,242) (36,693) (486,171) 46,371 (495,735) Research and development expenses (4) ​ — — (20,766) (145,968) 15,748 (150,986) General and administrative expenses (4) ​ (17,739) (2,308) (19,551) (206,654) 1,734 (244,518) Total operating expenses ​ (17,739) (21,550) (77,010) (838,793) 63,853 (891,239) Government grants ​ — — — 2,969 — 2,969 Share of income from subsidiaries, consolidated VIE and VIE’s subsidiaries (3) ​ (270,499) — — — 270,499 — Interest expenses ​ — — — (1,424) — (1,424) Interest income ​ 16,402 4 5 19,081 — 35,492 Investment income ​ — — — 1,426 — 1,426 Loss before income taxes ​ (271,836) (10,186) (24,074) (246,633) 270,700 (282,029) Income tax benefit (expense) ​ — 2 (1) 10,192 — 10,193 Net loss ​ (271,836) (10,184) (24,075) (236,441) 270,700 (271,836) ​ ​ 10 Table of Contents The following table presents the condensed consolidating schedule of financial position for our subsidiaries and the VIE as of the dates presented.
Among other things, the policy aims to expand the industry sectors covered by the U.S. outbound investment regulations and supplement outbound restrictions through the imposition of sanctions.
Among other things, the policy aims to expand the industry sectors covered by the U.S. outbound investment regulations and supplement outbound restrictions through the imposition of sanctions. As of the date of this annual report, the proposed changes under the America First Investment Policy are not implemented.
If users allege that we have improperly used, released or disclosed their personal information, we could face legal claims and reputational damage. We may incur significant expenses to comply with privacy, consumer protection and security standards and protocols imposed by law, regulation, industry standards or contractual obligations. Additionally, we use third-party cloud services to store the data collected.
We may incur significant expenses to comply with privacy, consumer protection and security standards and protocols imposed by law, regulation, industry standards or contractual obligations. Additionally, we use third-party cloud services to store the data collected.
Outside of the European Union and the U.S., many countries and territories have laws, regulations or other requirements relating to privacy, data protection, information security and consumer protection, and new countries and territories are adopting such legislation or other obligations with increasing frequency.
Outside of the European Union and the U.S., many countries and territories have laws, regulations or other requirements relating to privacy, data protection, information security and consumer protection, and new countries and territories are adopting such legislation or other obligations with increasing frequency. 24 Table of Contents If users allege that we have improperly used, released or disclosed their personal information, we could face legal claims and reputational damage.
While we obtain components from multiple sources whenever possible, similar to other scooter manufacturers, some of the components used in our products are purchased by us from a single source.
While we obtain components from multiple sources whenever possible, similar to other scooter manufacturers, some of the components used in our products are purchased by us from a single source. We have integrated the suppliers’ technologies within our products such that having to change to an alternative supplier may cause significant disruption to our operations.
Although we had net profits in the past, we had a net loss of RMB49.5 million, RMB271.8 million and RMB193.2 million in 2022, 2023 and 2024, respectively. We had net cash provided by operating activities of RMB93.7 million and RMB52.3 million in 2023 and 2024, respectively, and net cash used in operating activities of RMB121.9 million in 2022.
Although we had net profits in certain historical fiscal years, we had a net loss of RMB271.8 million, RMB193.2 million and RMB39.4 million (US$5.6 million) in 2023, 2024 and 2025, respectively. We had net cash provided by operating activities of RMB93.7 million, RMB52.3 million and RMB353.3 million (US$50.5 million) in 2023, 2024 and 2025, respectively.
The legal system in the PRC is developing and rapidly evolving. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements.
Accordingly, these contracts would be interpreted in accordance with the laws of mainland China and any disputes would be resolved in accordance with the legal procedures of mainland China. The legal system in the PRC is developing and rapidly evolving. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements.
As of February 28, 2025, we had 155,927,944 ordinary shares issued and outstanding, comprising of (i) 139,385,924 Class A ordinary shares, and (ii) 16,542,020 Class B ordinary shares, among which 96,203,982 Class A ordinary shares are in the form of ADSs, which are freely transferable without restriction or additional registration under the Securities Act.
As of February 28, 2026, we had 156,872,176 ordinary shares issued and outstanding, comprising of (i) 141,650,156 Class A ordinary shares, and (ii) 15,222,020 Class B ordinary shares, among which 98,468,214 Class A ordinary shares are in the form of ADSs, which are freely transferable without restriction or additional registration under the Securities Act.
Our financial position could be materially and adversely affected if the VIE’s tax liabilities increase or if it is required to pay late payment fees and other penalties. 39 Table of Contents If the chops of our mainland China subsidiaries and the VIE are not kept safely, are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance of these entities could be severely and adversely compromised.
If the chops of our mainland China subsidiaries and the VIE are not kept safely, are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance of these entities could be severely and adversely compromised.
Contractual arrangements in relation to the VIE may be subject to scrutiny by the PRC tax authorities and they may determine that we or the VIE owes additional taxes, which could negatively affect our financial condition and the value of your investment.
In the case any of them is breached or becomes unenforceable and leads to legal proceedings, it could disrupt our business, distract our management’s attention and subject us to substantial uncertainties as to the outcome of any such legal proceedings. 39 Table of Contents Contractual arrangements in relation to the VIE may be subject to scrutiny by the PRC tax authorities and they may determine that we or the VIE owes additional taxes, which could negatively affect our financial condition and the value of your investment.
We normally enter into one-year procurement agreements with our external suppliers and expect to continue to rely on external suppliers for a substantial percentage of our production requirements in the future. We had one supplier accounting for greater than 10% of our total purchases in each of 2022, 2023 and 2024.
We normally enter into one- to three-year procurement agreements with our external suppliers and expect to continue to rely on external suppliers for a substantial percentage of our production requirements in the future. We proactively manage supplier concentration risk through a robust multi-sourcing strategy.
Personal information handlers must support the audit process, rectify issues, and report to the competent departments, with additional oversight structures for large internet platforms. 34 Table of Contents As of the date of this annual report, we have not been involved in any investigations, security assessment or cybersecurity reviews by the CAC, and we had not received any inquiry, notice, warning, or sanction in such respect.
As of the date of this annual report, we have not been involved in any investigations, security assessment or cybersecurity reviews by the CAC, and we had not received any inquiry, notice, warning, or sanction in such respect.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

127 edited+39 added−43 removed241 unchanged
Due to the legal restrictions on foreign ownership in companies in mainland China that provide value-added telecommunications services in mainland China, we operate our NIU app, our website www.niu.com and other related business through Beijing Niudian, a mainland China company in which the equity interests are held by mainland China citizens.
Due to the legal restrictions on foreign ownership in companies that provide value-added telecommunications services in mainland China, we operate our NIU app, our website www.niu.com and other related business through Beijing Niudian, a mainland China company in which the equity interests are held by mainland China citizens.
According to Announcement on the Issuance of Administrative Arrangements for the Transformation of Electric Bicycle Products from Licensing to Compulsory Product Certification by the SAMR and the National Standardization Management Committee on July 2, 2018, the transition period from production license management of electric bicycle to China Compulsory Certification management was from August 1, 2018 to April 14, 2019.
According to Announcement on the Issuance of Administrative Arrangements for the Transformation of Electric Bicycle Products from Licensing to Compulsory Product Certification by the SAMR and the National Standardization Management Committee on July 2, 2018, the transition period from production license management of electric bicycle to China Compulsory Certification management was from August 1, 2018 to April 14, 2019.
In international markets, we establish our sales network by engaging with local distributors, retail partners, and by setting up local entities. A potential business partner must meet certain qualifications and possess certain prerequisite capabilities, including, among others, preexisting business presence in motorcycles or consumer electronics and established comprehensive sales and service network to be eligible as our local distributor.
In international markets, we establish our sales network by engaging with local distributors and retail partners, and by setting up local entities. A potential business partner must meet certain qualifications and possess certain prerequisite capabilities, including, among others, preexisting business presence in motorcycles or consumer electronics and established comprehensive sales and service network to be eligible as our business partners.
Furthermore, the Administrative Measures for Non-Resident Taxpayers to Enjoy Treatments under Tax Treaties, which became effective on January 1, 2020, requires non­resident enterprises to determine whether they are qualified to enjoy the preferential tax treatment under the tax treaties and file certain report and materials with the tax authorities. We may be classified as mainland China resident tax payers.
Furthermore, the Administrative Measures for Non-Resident Taxpayers to Enjoy Treatments under Tax Treaties, which became effective on January 1, 2020, requires nonresident enterprises to determine whether they are qualified to enjoy the preferential tax treatment under the tax treaties and file certain report and materials with the tax authorities. We may be classified as mainland China resident tax payers.
Risk Factors—Risks Related to Our Business and Industry—We may be compelled to undertake product recalls or take other actions, which could adversely affect our brand image and results of operations.” Regulations Relating to Foreign Trade Pursuant to the Foreign Trade Law of the PRC, promulgated on May 12, 1994 and amended on April 6, 2004, November 7, 2016, and December 30, 2022, and the Measures for the Record Filing and Registration of Foreign Trade Business Operators promulgated by the Ministry of Commerce on June 25, 2004, effective on July 1, 2004, and amended on August 18, 2016, November 30, 2019 and May 10, 2021, foreign trade operators engaged in the import and export of goods or the import and export of technology must register with the Ministry of Commerce or its authorized institution.
Risk Factors—Risks Related to Our Business and Industry—We may be compelled to undertake product recalls or take other actions, which could adversely affect our brand image and results of operations.” Regulations Relating to Foreign Trade Pursuant to the Foreign Trade Law of the PRC, promulgated on May 12, 1994 and amended on April 6, 2004, November 7, 2016, December 30, 2022, and December 27, 2025 and the Measures for the Record Filing and Registration of Foreign Trade Business Operators promulgated by the Ministry of Commerce on June 25, 2004, effective on July 1, 2004, and amended on August 18, 2016, November 30, 2019 and May 10, 2021, foreign trade operators engaged in the import and export of goods or the import and export of technology must register with the Ministry of Commerce or its authorized institution.
We also entered into a definitive Development Collaboration Agreement in March 2019 with one of the world’s leading automobile manufacturers regarding joint development of Micro-mobility solutions, which was carried out by the Lab. Global R&D and Manufacturing Base Our new global R&D and manufacturing base commenced operation in December 2019.
We also entered into a definitive Development Collaboration Agreement in March 2019 with one of the world’s leading automobile manufacturers regarding joint development of Micro-mobility solutions, which was carried out by the Lab. Global R&D and Manufacturing Base Our global R&D and manufacturing base commenced operation in December 2019.
The implementing rules of the Enterprise Income Tax Law define “de facto management body” as a managing body that in practice exercises “substantial and overall management and control over the production and operations, personnel, accounting and properties” of the enterprise. 86 Table of Contents The Enterprise Income Tax Law and the implementation rules provide that an income tax rate of 10% will normally be applicable to dividends payable to investors that are “non-resident enterprises,” and gains derived by such investors, which (i) do not have an establishment or place of business in mainland China or (ii) have an establishment or place of business in mainland China, but the relevant income is not effectively connected with the establishment or place of business to the extent that such dividends and gains are derived from sources within mainland China.
The implementing rules of the Enterprise Income Tax Law define “de facto management body” as a managing body that in practice exercises “substantial and overall management and control over the production and operations, personnel, accounting and properties” of the enterprise. 87 Table of Contents The Enterprise Income Tax Law and the implementation rules provide that an income tax rate of 10% will normally be applicable to dividends payable to investors that are “non-resident enterprises,” and gains derived by such investors, which (i) do not have an establishment or place of business in mainland China or (ii) have an establishment or place of business in mainland China, but the relevant income is not effectively connected with the establishment or place of business to the extent that such dividends and gains are derived from sources within mainland China.
Risk Factors—Risks Related to Our Business and Industry—We may need to defend ourselves against patent, trademark or other intellectual property rights infringement claims, which may be time-consuming and would cause us to incur substantial costs.” ​ 84 Table of Contents Regulations on Domain Name Internet domain name registration and related matters are primarily regulated by the Measures on Administration of Internet Domain Names promulgated by the MIIT on August 24, 2017 and effective on November 1, 2017, and the Implementing Rules of China ccTLD Registration issued by China Internet Network Information Center on June 18, 2019.
Risk Factors—Risks Related to Our Business and Industry—We may need to defend ourselves against patent, trademark or other intellectual property rights infringement claims, which may be time-consuming and would cause us to incur substantial costs.” ​ 85 Table of Contents Regulations on Domain Name Internet domain name registration and related matters are primarily regulated by the Measures on Administration of Internet Domain Names promulgated by the MIIT on August 24, 2017 and effective on November 1, 2017, and the Implementing Rules of China ccTLD Registration issued by China Internet Network Information Center on June 18, 2019.
Furthermore, failure to comply with the various SAFE registration requirements described above could result in liability under the laws of mainland China for evasion of foreign exchange controls. 85 Table of Contents Regulations on Stock Incentive Plans In February 2012, SAFE promulgated the Circular on Foreign Exchange Administration of PRC Residents Participating in Share Incentive Plans of Offshore Listed Companies, or the Stock Option Rules, replacing the previous rules issued by SAFE in March 2007.
Furthermore, failure to comply with the various SAFE registration requirements described above could result in liability under the laws of mainland China for evasion of foreign exchange controls. 86 Table of Contents Regulations on Stock Incentive Plans In February 2012, SAFE promulgated the Circular on Foreign Exchange Administration of PRC Residents Participating in Share Incentive Plans of Offshore Listed Companies, or the Stock Option Rules, replacing the previous rules issued by SAFE in March 2007.
The stores also have to meet certain requirements that we formulate and adjust from time to time, such as being in a location reasonably accessible and convenient for our targeted users, having adequate square footage, having at least two years of lease term if under leasehold, and having a layout and decorative style that conform to the architectural specifications.
The stores also have to meet certain requirements that we formulate and adjust from time to time, such as being in a location reasonably accessible and convenient for our targeted users, having adequate square footage, having at least three years of lease term if under leasehold, and having a layout and decorative style that conform to the architectural specifications.
In June 2018, our WFOE and Jiangsu Xiaoniu entered into the amended and restated exclusive business cooperation agreement, which contains terms substantially similar to the amended and restated exclusive business cooperation agreement between our WFOE and Beijing Niudian described above. 89 Table of Contents Agreements that provide us with the option to purchase the equity interests in and assets of the VIE Third Amended and Restated Exclusive Option Agreements.
In June 2018, our WFOE and Jiangsu Xiaoniu entered into the amended and restated exclusive business cooperation agreement, which contains terms substantially similar to the amended and restated exclusive business cooperation agreement between our WFOE and Beijing Niudian described above. 90 Table of Contents Agreements that provide us with the option to purchase the equity interests in and assets of the VIE Third Amended and Restated Exclusive Option Agreements.
We rely on a combination of patents, patent applications, trade secrets, including know-how, copyright laws, trademarks, intellectual property licenses and other contractual rights to establish and protect our proprietary rights in our technology. In addition, we enter into confidentiality and non-disclosure agreements with our employees and business partners.
We rely on a combination of patents, patent applications, trade secrets, including know-how, copyright laws, trademarks, intellectual property licenses and other contractual rights to establish and protect our proprietary rights in our technology. In addition, we enter into confidentiality and non-disclosure agreements with our employees, distributors, business partners and suppliers.
In our micro-mobility product category, we have established offline sales channels by engaging with our retail partners, such as Best Buy in the United States and MediaMarkt in Europe. Through these retail partners, we were able to place our products in over 1,000 physical locations in the United States and Europe as of the end of 2024.
In our micro-mobility product category, we have established offline sales channels by engaging with our retail partners, such as Best Buy in the United States and MediaMarkt in Europe. Through these retail partners, we were able to place our products in over 1,000 physical locations in the United States and Europe as of the end of 2025.
Our brand and our e-scooters are marketed to retail customers through digital and experiential activities as well as through more traditional promotional and advertising activities. We aim to engage in cost-effective marketing activities by taking advantage of social media and to build an online and offline ecosystem of users that will promote awareness of our brand.
Our brand and our e-scooters are marketed to retail customers through digital and experiential activities as well as through promotional and advertising activities. We aim to engage in cost-effective marketing activities by taking advantage of social media and to build an online and offline ecosystem of users that will promote awareness of our brand.
The MQi series is a cool and fresh-looking smart e-scooter designed for young urban users. Most of the MQi series models are smaller, lighter and more agile when cruising through urban traffic than that of the NQi series. The MQi series carries the NIU design language that puts a modem twist on the classic e-scooter design.
The MQi series is a cool and fresh-looking smart e-scooter designed for young urban users. Most of the MQi series models are smaller, lighter and more agile when cruising through urban traffic than that of the NQi series. The MQi series carries the NIU design language that puts a modern twist on the classic e-scooter design.
The MQi series is designed to be ergonomic, bolstering natural and comfortable sitting posture and intuitive dashboard and switches layout. UQi Series Our UQi series smart e-scooters mainly consists of the U Max, U and UQi+ models. The UQi series is smaller and lighter than the NQi series and MQi series and carries the same NIU design language.
The MQi series is designed to be ergonomic, bolstering natural and comfortable sitting posture and intuitive dashboard and switches layout. UQi Series Our UQi series smart e-scooters mainly consists of the U Max, U1E, U1One and U+ models. The UQi series is smaller and lighter than the NQi series and MQi series and carries the same NIU design language.
The infringer shall, among others, according to the circumstances of the case, undertake to cease the infringement, take remedial action, offer an apology and pay damages. We have registered our copyright on 31 sets of software codes regarding our BMS and other control or management systems.
The infringer shall, among others, according to the circumstances of the case, undertake to cease the infringement, take remedial action, offer an apology and pay damages. We have registered our copyright on 24 sets of software codes regarding our BMS and other control or management systems.
A product may be shipped out of manufacturing facility only after it passes all quality control examinations and is properly documented as such. We also track the acceptance status of our products when they reach our distributors or customers.
A product may be shipped out of manufacturing facility only after it passes all quality control examinations and is properly documented as such. We also track the acceptance status of our products when they reach our distributors, business partners or customers.
With this knowledge, we precisely direct our marketing efforts through targeted online channels to efficiently reach new customers with matching profiles or existing customers for repeat purchases. We conduct online marketing through channels such as search portals, social media, online video platforms, and e-commerce platforms.
With this knowledge, we precisely direct our marketing efforts through targeted online channels to efficiently reach new customers with matching profiles or existing customers for repeat purchases. We conduct online marketing through channels such as e-commerce platforms, online video platforms, social media, and search engines.
However, although the Transitional Period ended on January 10, 2018, as of December 31, 2024, the People’s Bank of China or SAFE has not issued any new regulations regarding the application calculation method of foreign debt upper limit for foreign-invested entities.
However, although the Transitional Period ended on January 10, 2018, as of December 31, 2025, the People’s Bank of China or SAFE has not issued any new regulations regarding the application calculation method of foreign debt upper limit for foreign-invested entities.
All of the shareholders of Beijing Niudian are beneficial owners of the shares of our company. 88 Table of Contents Contractual Arrangements with the VIE The following is a summary of the currently effective contractual arrangements relating to Beijing Niudian. Agreements that allow us to conduct the business operations of the VIE Powers of Attorney.
All of the shareholders of Beijing Niudian are beneficial owners of the shares of our company. 89 Table of Contents Contractual Arrangements with the VIE The following is a summary of the currently effective contractual arrangements relating to Beijing Niudian. Agreements that allow us to conduct the business operations of the VIE Powers of Attorney.
We also use data collected by other means to improve the performance of our stores. This information helps us adjust store-specific retailing and marketing strategies, thereby increasing per store sales. 71 Table of Contents In addition to offering smart e-scooters, our stores also serve as our service stations to provide after-sales services such as inspection, maintenance and repair services.
We also use data collected by other means to improve the performance of our stores. This information helps us adjust store-specific retailing and marketing strategies, thereby increasing per store sales. In addition to offering smart e-scooters, our stores also serve as our service stations to provide after-sales services such as inspection, maintenance and repair services.
In the meantime, we are adopting Long-Term Evolution Category 1 (LTE Cat-1) data connection technology and applying to mass production since July 2021. Compared with Narrowband IoT (NB-IoT), LTE Cat-1 supports higher bandwidth needs since it offers better performance and much lower latency than its counterpart.
In the meantime, we are adopting Long-Term Evolution Category 1 (LTE Cat-1) data connection technology and applying to mass production since July 2021. Compared with Narrowband IoT (NB-IoT), LTE Cat-1 supports higher bandwidth needs since it offers better performance and much lower latency than its counterpart. DCDC power system .
Production facility We keep the majority of the assembly of our electric bicycles,electric motorcycles and electric kick-scooters in our own production facility, while cooperating with a motorcycle manufacturer with required qualifications to manufacture the certain electric motorcycles models. We operate two manufacturing facilities in Changzhou, China. Our global R&D and manufacturing base includes two phases of construction.
Production facility We keep the majority of the assembly of our electric motorcycles, mopeds, bicycles, as well as kick-scooters in our own production facility, while cooperating with a motorcycle manufacturer with required qualifications to manufacture the certain electric motorcycles models. We operate two manufacturing facilities in Changzhou, China. Our global R&D and manufacturing base includes two phases of construction.
We typically enter into a quality control agreement with each of our suppliers, under which we may seek remedies against our suppliers, such as damages and rectification, in the event the supplies fall below the quality standard or exceed minimum defective percentage. Our quality control system covers each stage of our production process.
We typically enter into a quality control agreement with each of our suppliers, under which we may seek remedies against our suppliers, such as damages and rectification, in the event the supplies fall below the quality standard or exceed minimum defective percentage. 70 Table of Contents Our quality control system covers each stage of our production process.
We have developed adaptive responses to road conditions, active safety systems, and applied them to our latest version of Cloud ECU. We are currently working on the development of, among others, active safety systems, self-balancing systems and L2 autonomous driving systems. These advanced systems are developed in tandem with the new product series.
We have developed adaptive responses to road conditions, active safety systems, and applied them to our latest version of Cloud ECU. We are currently working on the development of, among others, active safety systems, self-balancing systems and driving assistance systems. These advanced systems are developed in tandem with the new product series.
We have different shipping methods for our finished products depending on the type of the distribution channel: (i) for our offline domestic distribution channels, our city partners and franchised stores are responsible for logistics from the moment products are rolled out of the factory; (ii) for local distributors in international markets, we ship our products mainly under FOB or DDP terms; and (iii) for online shopping platforms such as our official website and third-party platforms such as JD.com and Tmall, we ship our products through third-party delivery services.
We have different shipping methods for our finished products depending on the type of the distribution channel: (i) for our offline domestic distribution channels, our city partners and franchised stores are responsible for logistics from the moment products are rolled out of the factory; (ii) for local business partners in international markets, we ship our products mainly under FOB or DDP terms; and (iii) for online shopping platforms such as our official website and third-party platforms such as Amazon.com, we ship our products through third-party delivery services.
We also collect data from our NIU app, company’s websites, e-commerce platforms, as well as through providing repair and maintenance services. Our cloud system utilizes a robust, multilayer database structure that can handle over a million persistent connections concurrently. Our parallel database servers to support quick multiple queries in a TB level database.
We also collect data from our NIU app, company’s websites, e-commerce platforms, as well as through providing repair and maintenance services. 64 Table of Contents Our cloud system utilizes a robust, multilayer database structure that can handle over a million persistent connections concurrently. Our parallel database servers to support quick multiple queries in a TB level database.
Data Analytics—NIU Big Data We have developed our user and scooter data analytics capabilities, which enable us to collect and analyze massive relevant data to deepen our understanding of the smart e-scooter performance, user behavior and operational insights. 64 Table of Contents We have accumulated massive amount of data from multiple sources.
Data Analytics—NIU Big Data We have developed our user and scooter data analytics capabilities, which enable us to collect and analyze massive relevant data to deepen our understanding of the smart e-scooter performance, user behavior and operational insights. We have accumulated massive amount of data from multiple sources.
Warranty Policy We provide limited warranty to our users for terms that vary from three months to five years, subject to certain conditions, such as normal use. For certain key components of e-scooters, we mainly provide quality warranty varying from twelve months to a lifetime.
Warranty Policy We provide limited warranties to our users for terms that vary from three months to a lifetime, subject to certain conditions, such as normal use. For certain key components of e-scooters, we mainly provide quality warranties varying from twelve months to a lifetime.
Our distributors sell our products primarily in the following three types of stores in international markets: ● branded flagship stores, which are located in the core business areas in major cities, have a space of over 100 square meters, and carry our smart e-scooters exclusively. ● shop-in-shop stores, which are located in downtowns in major cities, where the entire store has a space of over 100 square meters, and have a designated section for our smart e-scooters with a space of over 30 square meters. ● other point of sales, which are licensed to carry our smart e-scooters on a non-exclusive basis.
Our business partners sell our products primarily in the following three types of stores in international markets: ● branded flagship stores, which are located in the core business areas in major cities, have a space of over 100 square meters, and carry our smart e-motorcycles and e-mopeds exclusively. ● shop-in-shop stores, which are located in downtowns in major cities, where the entire store has a space of over 100 square meters, and have a designated section for our smart e-motorcycles and e-mopeds with a space of around 30 square meters. ● other point of sales, which are licensed to carry our smart e-motorcycles and e-mopeds on a non-exclusive basis.
Accessories and spare parts In addition to our e-scooters, urban commuter electric motorcycles, and performance bicycle series, we also offer a comprehensive line of NIU-branded accessories and spare parts. 62 Table of Contents Scooter Accessories.
Accessories and spare parts In addition to our e-scooters, urban commuter electric motorcycles, and performance bicycle series, we also offer a comprehensive line of NIU-branded accessories and spare parts. Scooter Accessories .
In addition, pursuant to the Decision on Strengthening the Protection of Online Information issued by the SCNPC in December 2012 and the Order for the Protection of Telecommunication and Internet User’s Personal Information issued by the MIIT in July 2013, any collection and use of a user’s personal information must be subject to the consent of the user, abide by the principles of legality, rationality and necessity and be within the specified purposes, methods and scopes. 80 Table of Contents In November 2016, the SCNPC promulgated the Network Security Law of the PRC, or the Network Security Law, which took effect on June 1, 2017.
In addition, pursuant to the Decision on Strengthening the Protection of Online Information issued by the SCNPC in December 2012 and the Order for the Protection of Telecommunication and Internet User’s Personal Information issued by the MIIT in July 2013, any collection and use of a user’s personal information must be subject to the consent of the user, abide by the principles of legality, rationality and necessity and be within the specified purposes, methods and scopes. 80 Table of Contents In November 2016, the SCNPC promulgated the Network Security Law of the PRC, or the Network Security Law, which took effect on June 1, 2017, which was amended on October 28, 2025 and took effect on January 1, 2026.
The Lab focuses on industrial design, structural design, smart electronics research, power electronics research, user data analysis, business intelligence system development and user experience research. The Lab and our research and development team played a crucial role in the creation of the 612 patents we held as of December 31, 2024.
The Lab focuses on industrial design, structural design, smart electronics research, power electronics research, user data analysis, business intelligence system development and user experience research. The Lab and our research and development team played a crucial role in the creation of the 617 patents we held as of December 31, 2025.
See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We retain certain personal information about our users and may be subject to various privacy and consumer protection laws.” Regulations Relating to Intellectual Property Rights Mainland China has adopted comprehensive legislation governing intellectual property rights, including copyrights, patents, trademarks and domain names.
Risk Factors—Risks Related to Our Business and Industry—We retain certain personal information about our users and may be subject to various privacy and consumer protection laws.” Regulations Relating to Intellectual Property Rights Mainland China has adopted comprehensive legislation governing intellectual property rights, including copyrights, patents, trademarks and domain names.
We are responsible for the logistics, customer services and after-sale services for the products sold on these platforms. 72 Table of Contents Marketing We focus on promoting awareness of our brand generally and in particular as a lifestyle brand with high-quality smart e-scooters globally.
We are responsible for the logistics, customer services and after-sale services for the products sold on these platforms. Marketing We focus on promoting awareness of our brand generally and in particular as a lifestyle brand with smart e-scooters globally.
To a lesser extent, we engage out-of-home advertising, such as through billboard advertising in cities and advertising on buses. Our marketing efforts include the following: Profile-based online marketing Leveraging our sophisticated data analytics capabilities, we are able to gain a deep understanding of our target customer profiles, such as demographics and interests.
To a lesser extent, we engage out-of-home advertising, such as through billboard advertising in cities, advertising on transportation stops, and etc. Our marketing efforts include the following: Online marketing Leveraging our sophisticated data analytics capabilities, we are able to gain a deep understanding of our target customer profiles, such as demographics and interests.
Our warranty is complemented by value-added services such as NIU Care and NIU Cover, which can be conveniently ordered through NIU app, service hotline, or at our franchised stores. In addition, we provide various value-added services through our NIU app, including DIY repairs and location of our service centers, and theft reporting.
Our warranty is complemented by value-added services such as repair and maintenance service and NIU Cover, which can be conveniently ordered through NIU app, service hotline, or at our franchised stores. In addition, we provide various services through our NIU app, including NIU Rescue and location of our service centers, and theft reporting.
NIU Energy Smart Power Technology Our NIU Energy smart power technology, currently in its seventh generation, combines reliable and proven cell components, innovative hardware system design and an intelligent BMS. We adapted the technology to create a portable, lightweight, safe and reliable battery pack that is suitable for e-scooters.
NIU Energy Smart Power Technology Our evolving NIU Energy smart power technology combines reliable and proven cell components, innovative hardware system design and an intelligent BMS. We adapted the technology to create a portable, lightweight, safe and reliable battery pack that is suitable for e-scooters.
Our brand “NIU” has inspired many followers and has enabled us to build a loyal user base. We offer the NIU app as an integral part of the user experience and will continue to develop new features within the app to enhance user loyalty.
Our award-winning products represent style, freedom and technology. Our brand “NIU” has inspired many followers and has enabled us to build a loyal user base. We offer the NIU app as an integral part of the user experience and will continue to develop new features within the app to enhance user loyalty.
Orders from niu.com or other e-commerce platforms are faster to fulfill, usually within five days. 70 Table of Contents Through proactive planning, we are able to estimate the distribution of orders in a certain period of time and improve the predictability of our order fulfillment.
Orders from our official website or other e-commerce platforms are faster to fulfill, usually within five days. Through proactive planning, we are able to estimate the distribution of orders in a certain period of time and improve the predictability of our order fulfillment.
Our NIU POWER line of lifestyle accessories includes branding apparel, such as t-shirts, coats, jeans, hats, bags, and jewelry, and souvenirs such as notebook, badges, key chain and mugs. Performance Upgrades. Our NIU POWER Performance line of high-performance upgrade components include upgraded wheels, shock absorbers, brake calipers, and carbon fiber body panels.
Our NIU POWER line of lifestyle accessories include branding apparel, such as t-shirts, coats, jeans, hats, bags, and jewelry, and souvenirs such as notebooks, badges, key chains and mugs. 62 Table of Contents Performance Upgrades . Our NIU POWER Performance line of high-performance upgrade components include upgraded wheels, shock absorbers, brake calipers, and carbon fiber body panels.
We currently collect 462 types of data points covering 72 dimensions such as humidity, lighting and temperature, from our Cloud ECU and up to 32 sensors installed on each smart e-scooter. As of December 31, 2024, our NIU app had been connected with approximately 3,610,000 smart e-scooters, which had accumulated approximately 27.8 billion kilometers of riding distance of data.
We currently collect 462 types of data points covering 72 dimensions such as humidity, lighting and temperature, from our Cloud ECU and up to 32 sensors installed on each smart e-scooter. As of December 31, 2025, our NIU app had been connected with approximately 4,540,000 smart e-scooters, which had accumulated approximately 37.9 billion kilometers of riding distance of data.
For our product offerings in China, we built our product portfolio around the classic NQi, MQi, UQi and subsequently introduced FQi series, and rolled out diversified products catering to different market needs such as the previously launched high-performance RQi and the high-end SQi electric bicycle, as well as the newly launched XQi electric motorcycle. 61 Table of Contents NQi Series Our NQi series smart e-scooters mainly consists of the NX, NXT, NT, and N Play models.
For our product offerings in China, we built our product portfolio around the classic NQi, MQi, UQi series and subsequently introduced FQi series, and rolled out diversified products catering to different market needs such as the high-performance, high-end XQi electric motorcycle and NXT Hyper electric bicycle. 61 Table of Contents NQi Series Our NQi series smart e-scooters mainly consists of the NXT, NLT, NST, and NT models.
NIU fan clubs are established in 43 cities in China, where fans actively organize NIU scooter-related events. Capitalizing on our premium brand, we have also been able to sell lifestyle accessories, which are well received by customers. We have adopted a user-centric philosophy to design our products.
NIU community is established in various types, where fans actively organize NIU scooter-related events. Capitalizing on our premium brand, we have also been able to sell lifestyle accessories, which are well received by customers. We have adopted a user-centric philosophy to design our products.
The UQi series is designed to be ultra-light and ultra-compact. FQi Series The FQi series is a new popular series that quickly becomes a well-known style besides the classic halo light NMU series, mainly with the FX, FXT, F400T, F200 and F100 products. The FQi series draws inspiration from fighter jets and seamlessly incorporates NIU’s essential smart functionalities.
FQi Series The FQi series is a new popular series that quickly becomes a well-known style besides the classic halo light NMU series, mainly with the FX and FXT products. The FQi series draws inspiration from fighter jets and seamlessly incorporates NIU’s essential smart functionalities.
On April 21, 2014, the General Administration of Quality Supervision, Inspection and Quarantine, or the AQSIQ, issued the Measures for the Implementation of the Regulations of the PRC Administration of Production Licenses for Industrial Products, or the Measures, which was revised by the SAMR on September 29, 2022. The latest version took effect on November 1, 2022.
On April 21, 2014, the General Administration of Quality Supervision, Inspection and Quarantine, or the AQSIQ, issued the Measures for the Implementation of the Regulations of the PRC Administration of Production Licenses for Industrial Products, or the Measures, which was recently revised by the SAMR on March 18, 2025. The latest version took effect on May 1, 2025.
On December 8, 2023, the CAC promulgated the Administrative Measures for the Reporting of Cybersecurity Incidents (for public comments), which imposed obligations on network platform operators to report to the in-charge cyberspace administration when an incident that might endanger network security occurred.
On September 11, 2025, the CAC promulgated the Administrative Measures for the Reporting of Cybersecurity Incidents, which imposed obligations on network platform operators to report to the in-charge cyberspace administration when an incident that might endanger network security occurred.
As of December 31, 2024, we owned 612 patents, 978 registered trademarks and 31 copyrights relating to various aspects of our operations and two registered domain names, including www.niu.com . Of the 978 registered trademarks, 155 are registered in mainland China and 823 in other countries and regions.
As of December 31, 2025, we owned 617 patents, 1,028 registered trademarks and 33 copyrights relating to various aspects of our operations and two registered domain names, including www.niu.com . Of the 1,028 registered trademarks, 155 are registered in mainland China and 873 in other countries and regions.
KQi Series The KQi series offers a wide range of products in the electric kick-scooter category. It includes the KQi Air, a high-end innovatively designed scooter, the KQi3 and KQi300, the high-performance products, and the KQi2, KQi1 and KQi100, which are entry-level options. This diverse lineup lays a strong foundation to cater to a broad spectrum of users’ need.
It includes the KQi Air, a high-end innovatively designed scooter, the KQi3 and KQi300, the high-performance products, and the KQi2, KQi200, KQi1 and KQi100, which are entry-level options. This diverse lineup lays a strong foundation to cater to a broad spectrum of users’ needs.
We have obtained China Compulsory Certification for all of our current for-sale products, and will try to obtain China Compulsory Certification for our future products. See “Item 3. Key Information— D.
We have obtained China Compulsory Certification for all of our current for-sale products, and will try to obtain China Compulsory Certification for our future products.
Thus, the Cloud ECU is able to monitor the posture and dynamics of the smart e-scooter in real-time and accordingly adjust the motor’s power output, ensuring the smart e-scooter’s performance and efficiency. Positioning.
The gyro sensor detects acceleration and changes in rotational motion or orientation. Thus, the Cloud ECU is able to monitor the posture and dynamics of the smart e-scooter in real-time and accordingly adjust the motor’s power output, ensuring the smart e-scooter’s performance and efficiency. Positioning.
For our product offerings in overseas, we have two main categories: (i) electric motorcycles and mopeds, and (ii) electric micro-mobility products. While the electric motorcycle and moped category includes some key products from the China market, the micro-mobility product category mainly focuses on kick-scooters and e-bikes.
For our product offerings in overseas, we have two main categories: (i) electric motorcycles and mopeds, and (ii) electric micro-mobility products. While the electric motorcycle and moped category include some key products from the China market, the micro-mobility product category mainly focuses on kick-scooters and e-bikes. XQi Series The XQi3 is an electric dirt bike built for all environments.
Regulations on Trademark Pursuant to the Trademark Law of the PRC promulgated by the Standing Committee of the National People’s Congress on August 23, 1982 and amended on February 22, 1993, October 27, 2001, August 30, 2013 and April 23, 2019, and the Regulation on the Implementation of the Trademark Law of the PRC (revised in 2014) promulgated by the State Council on August 3, 2002 and amended on April 29, 2014, the right to the exclusive use of a registered trademark is limited to trademarks which have been approved for registration and to goods for which the use of such trademark has been approved.
The duration of a patent right is respectively 10 years for utility model, 15 years for design, and 20 years for invention, all of which shall commence from the date of application. 84 Table of Contents Regulations on Trademark Pursuant to the Trademark Law of the PRC promulgated by the Standing Committee of the National People’s Congress on August 23, 1982 and amended on February 22, 1993, October 27, 2001, August 30, 2013 and April 23, 2019, and the Regulation on the Implementation of the Trademark Law of the PRC (revised in 2014) promulgated by the State Council on August 3, 2002 and amended on April 29, 2014, the right to the exclusive use of a registered trademark is limited to trademarks which have been approved for registration and to goods for which the use of such trademark has been approved.
Driver Assistance We have developed various driver assistance technologies to enhance the rider experience of our smart e-scooters such as automatic headlights, automatic return indicators, cruise control and smart self-diagnosis systems. We continue to look for ways to enhance user experience.
Driver Assistance We have developed various driver assistance technologies to enhance the rider experience of our smart e-scooters such as hill hold control, downhill assist, zero-force walk assist, traction control system and bi-directional throttle control system, automatic headlights, automatic return indicators, cruise control and smart self-diagnosis systems. We continue to look for ways to enhance user experience.
In particular, the Cloud ECU serves a wide range of functions including, among others, scooter control, motion monitoring, positioning, connectivity and data transmission from the smart e-scooter to our cloud server. Scooter Control. The Cloud ECU serves as the smart e-scooter’s master control center, coordinating the smart e-scooter’s complex systems.
The Cloud ECU serves as both a control center and communications center for the smart e-scooter. In particular, the Cloud ECU serves a wide range of functions including, among others, scooter control, motion monitoring, positioning, connectivity and data transmission from the smart e-scooter to our cloud server. 66 Table of Contents Scooter Control.
Additionally, we implemented a comprehensive marketing strategy on platforms like Douyin and REDnote through coordinated livestreaming and short video campaigns with over 2,000 stores, achieving simultaneous growth in both brand exposure and GMV.
Additionally, we implemented a comprehensive marketing strategy on platforms like Douyin, Tmall and JD through coordinated live-streaming and promotions with over 2,000 stores, achieving simultaneous growth in both brand exposure and GMV.
On December 25, 2024, the SCNPC promulgated the Value-Added Tax Law of the People’s Republic of China, which will become effective on January 1, 2026 and the Provisional Regulations will be abolished. ​ 87 Table of Contents C.
On December 25, 2024, the SCNPC promulgated the Value-Added Tax Law of the People’s Republic of China which became effective on January 1, 2026 and the Provisional Regulations was abolished.
Pursuant to the General Specifications for Electric Motorcycles and Electric Mopeds, or the General Specifications, which was issued on June 25, 2009 and effective on January 1, 2010, the General Specifications applies to electric motorcycles and electric mopeds.
Pursuant to the General Specifications for Electric Motorcycles and Electric Mopeds, or the General Specifications, which was issued on June 25, 2009 and effective on January 1, 2010, the General Specifications applies to electric motorcycles and electric mopeds, which was replaced by the updated General Specifications for Electric Motorcycles and electric （ GB/T 24158-2018), effective on April 1, 2019.
The following tables set forth the major location, approximate size and primary use of facilities that we own or we lease, as of the date of this annual report: ​ ​ ​ ​ ​ Our Own Facility ​ Approximate Size ​ ​ ​ (Building) in ​ ​ Location ​ Square Meters ​ Primary Use Changzhou 111,500 Manufacturing and Maintenance Facility ​ 90 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ Approximate Size ​ ​ ​ ​ (Building) in ​ ​ ​ ​ Location ​ Square Meters ​ Primary Use ​ Lease Expiration Date Beijing 1,400 Office July 31, 2028 Shanghai 760 Office October 31, 2025/July 25, 2026 Changzhou ​ 2,700 ​ After-sales Facility ​ December 31, 2027 ​ ​ Item 4A.Unresolved Staff Comments None. ​
The following table sets forth the major location, approximate size and primary use of facilities that we own or we lease, as of the date of this annual report: ​ ​ ​ ​ ​ Our Own Facility ​ ​ ​ ​ Approximate Size ​ ​ ​ ​ ​ ​ (Building) in ​ ​ Location ​ Square Meters ​ Primary Use Changzhou 111,500 Manufacturing and Maintenance Facility ​ 91 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Approximate Size ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Building) in ​ ​ ​ ​ Location ​ Square Meters ​ Primary Use ​ Lease Expiration Date Changzhou ​ 4,000 ​ Manufacturing and After-sales Facility ​ December 31, 2027/June 30, 2028 Beijing 1,400 Office August 31, 2028 Shanghai 760 Office July 25, 2026/December 31, 2027 ​ ​
We also leverage the key major media popular with our target groups to regularly publish news and updates about our company, such as our product launch events. We conduct joint marketing activities with other brands.
We also leverage the major media popular with our target groups to regularly publish news and updates about our company, such as our product launch events. We conduct joint marketing activities with other brands. We also utilize our social media accounts and the NIU app to distribute original content to, and interact with, our followers and users.
Similarly, in a one-year time span, we take into consideration of the capacity constraint of the factories and frontload the productions ahead of the peak sales season.
Similarly, we take into consideration of the capacity constraint of the factories and frontload the productions ahead of each peak sales season.
The NQi series is built to be high-performance, well balanced, and with a minimalistic aesthetic. Its design language is modem and minimalistic. The NQi series is equipped with advanced powertrain consisting of the removable lithium-ion battery pack with our proprietary BMS, the BOSCH motor or NIU motor, and our proprietary FOC system that controls the electric motors.
The NQi series is built to be high-performance, well balanced, and with a minimalistic aesthetic. Its design language is modern and minimalistic. The NQi series is equipped with advanced powertrain consisting of the high-energy-density battery pack with our proprietary battery management systems (BMS), high-efficiency motor, and our proprietary field-oriented controls (FOC) system that controls the electric motors.
We have a dedicated user interaction team, which closely monitors and actively participates in different interest groups such as photography group, accessories group, social responsibility group, etc. and interacts with users online. In these groups, our users share user-generated content, such as video clips or pictures.
We have a dedicated user interaction team that closely monitors and actively participates in various interest groups, such as photography and video group, accessories group, riding group, etc., to interact with users online. In these groups, our users share user-generated content, such as video clips and photos.
The Cloud ECU controls, among others, the smart e-scooter battery, electric motor, Field Oriented Control system, electronic lock and light systems. 66 Table of Contents Motion Monitoring. The Cloud ECU monitors various physical aspects of our smart e-scooters with its built-in triaxial gyro sensor. The gyro sensor detects acceleration and changes in rotational motion or orientation.
The Cloud ECU serves as the smart e-scooter’s master control center, coordinating the smart e-scooter’s complex systems. The Cloud ECU controls, among others, the smart e-scooter battery, electric motor, Field Oriented Control system, electronic lock and light systems. Motion Monitoring. The Cloud ECU monitors various physical aspects of our smart e-scooters with its built-in triaxial gyro sensor.
Located in Changzhou, China, the new facility hosts, among others, our proprietary R&D laboratories for our BMS intelligent battery management system, FOC magnetic field-oriented control system, EBS electronic brake system, Cloud ECU intelligent central controller and NIU Inspire big data analysis system, as well as a quality laboratory for comprehensive and standardized testing of the raw materials and vehicles.
Located in Changzhou, China, the facility hosts, among others, our proprietary R&D laboratories for our BMS intelligent battery management system, FOC magnetic field-oriented control system, EBS electronic brake system, Cloud ECU intelligent central controller and NIU Inspire big data analysis system, as well as a quality laboratory for comprehensive and standardized testing of the components and vehicles. 69 Table of Contents Manufacturing and Fulfillment We design, manufacture and sell electric motorcycles, mopeds, bicycles, as well as kick-scooters and e-bikes.
The Electric Bicycle Standard replaced the General Technical Requirements for Electric Bicycles (GB 17761-1999), or the Old Standard, which were issued by the Quality and Technology Supervision Bureau on May 28, 1999 and became effective from October 1, 1999, and will be replaced by the updated Safety Technical Specification for Electric Bicycle (GB17761-2024), which will become effective on September 1, 2025.
The New Electric Bicycle Standard replaced the General Technical Requirements for Electric Bicycles (GB17761-2018), or the Old Standard, which were issued by the Quality and Technology Supervision Bureau on May 15, 2018 and became effective from April 15, 2019 and has been replaced by the updated Safety Technical Specification for Electric Bicycle (GB17761-2024), which became effective on September 1, 2025.
For lithium-ion battery packs, we mainly provide a 24-month or 20,000-kilometer warranty or a 60-month or 40,000-kilometer warranty, depending on the model. For other components of the e-scooters, we provide quality warranty varying from three months to three years depending on the parts. We are responsible for replacing or repairing the faulty products during their respective warranty terms.
For battery packs, warranties generally range from twelve months to sixty months or 10,000 to 40,000-kilometer warranty, depending on the models. For other components of the e-scooters, we provide quality warranties varying from three months to three years, depending on the parts. We are responsible for replacing or repairing the faulty products during their respective warranty terms.
The brake discs are slotted to extend the life of the system. The hardware of the brakes is complemented by the Electronic Braking System, or the EBS, which provides for intelligent braking and recycling kinetic energy.
Braking System Our smart e-scooters are equipped with hydraulic disc brakes made from special alloys. The brake discs are slotted to extend the life of the system. The hardware of the brakes is complemented by the Electronic Braking System, or the EBS, which provides for intelligent braking and recycling kinetic energy.
Design and Engineering We have significant in-house design and engineering capabilities, which cover all areas of scooter engineering from concept to completion. User-Centric Philosophy We adopt a user-centric approach in our product design and development. All of our products are designed based on the quantitative data and qualitative feedback we collect from the smart e-scooters and users.
Design and Engineering We maintain comprehensive in-house design and engineering capabilities, encompassing all stages of scooter engineering from initial concept to final production. User-Centric Philosophy We adopt a user-centric approach in our product design and development. Our products are designed based on quantitative data and qualitative feedback collected directly from our smart e-scooters and users.
It also stipulates certain specific rules with respect to the obligations of a personal information processor, such as to inform the purpose and method of processing to the individuals, and the obligation of the third party who has access to the personal information by way of co-processing or delegation. ​ The Data Security Law of the People’s Republic of China, or the Data Security Law, was passed on June 10, 2021 and came into effect on September 1, 2021.
It also stipulates certain specific rules with respect to the obligations of a personal information processor, such as to inform the purpose and method of processing to the individuals, and the obligation of the third party who has access to the personal information by way of co-processing or delegation.
To become our city partner and run our franchised stores, a potential business partner must meet certain qualifications and possess the prerequisite capabilities specified in the standard franchise agreement, including, among others, adequate and relevant experience, minimum working capital and sound knowledge of local business environment.
The “city partner” system allows us to optimize store location selection, manage stores efficiently, and maintain our inventory at a low level. 71 Table of Contents To become our city partner and run our franchised stores, a potential partner must meet certain qualifications and possess the prerequisite capabilities specified in the standard franchise agreement, including, among others, adequate and relevant experience, minimum working capital and sound knowledge of local business environment.
They use proprietary charging connectors and ports for simultaneous safe charging and BMS data communications. We have also developed our proprietary NIU Flash Charger that effectively doubles the charging speed of our battery pack as compared to regular chargers. BMS In addition to robust hardware, our battery packs feature an intelligent battery management system, or BMS.
We have also developed our proprietary NIU Flash Charger that effectively doubles the charging speed of our battery pack as compared to regular chargers. Battery Management System In addition to robust hardware, our battery packs feature an intelligent battery management system, or BMS. The BMS monitors the voltage, current and temperature of the battery in real-time, and regulates power consumption.
The FOC taps into the performance of a vector controller, which is superior to the square-wave controllers common on the market because a vector controller controls the power and torque output of the motor as opposed to simply adjusting the revolutions per minute, achieving a much smoother ride. 67 Table of Contents Braking System Our smart e-scooters are equipped with hydraulic disc brakes made from special alloys.
The FOC taps into the performance of a vector controller, which is superior to the square-wave controllers common on the market because a vector controller controls the power and torque output of the motor as opposed to simply adjusting the revolutions per minute, achieving a much smoother ride.
We place great emphasis on quality control, set up dedicated team and implemented stringent monitoring and quality control systems to manage our operations. Our quality control system starts from procurement. Before entering our production flow, the raw materials must be certified for quality. We also perform quality reexaminations and unannounced inspections on raw materials in the mass production flow.
Quality Control We believe that the quality of our products is crucial to our growth. We place great emphasis on quality control, set up dedicated team and implemented stringent monitoring and quality control systems to manage our operations. Our quality control system starts from procurement. Before entering our production flow, the components must be certified for quality.
The warranty on certain parts of our e-scooters is covered by our suppliers’ back-to-back warranty and thus we are entitled to have the suppliers replace or repair the faulty parts. NIU Care Our e-scooters are primarily serviced through our franchised stores and our authorized service centers, which provide repair, maintenance and bodywork services.
The warranty on certain parts of our e-scooters is covered by our suppliers’ back-to-back warranty and thus we are entitled to have the suppliers replace or repair the faulty parts. Repair and Maintenance Service We provide regular after-sales maintenance service to our e-scooters.
City partners are our exclusive distributors who either open and operate franchised stores or sign up franchised stores. Leveraging our data analytics and their local knowledge, the city partners select store location and manage the franchised stores. The city partner system allows us to optimize store location selection, manage stores efficiently, and maintain our inventory at a low level.
City partners are our exclusive distributors who either open and operate franchised stores or sign up franchised stores. Leveraging our data analytics and their local knowledge, the city partners select store location and manage the franchised stores.
Overseas Distribution We export our products to distributors in over 50 countries overseas, with the United States being our largest export market. We manufacture and customize our products based on the requirements of our international customers and we ensure our exported products are in compliance with the standards of the local markets.
Overseas Sales Network We export our products to business partners in over 40 countries overseas, including distributors, dealers and retailers. We manufacture and customize our products based on the requirements of our international customers and we ensure our exported products are in compliance with the standards of the local markets.
We review the performance of our suppliers based on the defective percentage of their supplies, and adjust the amount of procurement from them accordingly.
We also perform quality reexaminations and unannounced inspections on components in the mass production flow. We review the performance of our suppliers based on the defective percentage of their supplies, and adjust the amount of procurement from them accordingly.
Manufacturing and Fulfillment We design, manufacture and sell high-performance electric motorcycles, mopeds, bicycles, as well as kick-scooters and e-bikes. We view the manufacturers and suppliers we work with as key partners through our product development process and leverages their industry expertise to ensure that each product that we produce meets our strict quality standards.
We view the manufacturers and suppliers we work with as key partners through our product development process and leverages their industry expertise to ensure that each product that we produce meets our strict quality standards.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Our general and administrative expenses mainly consist of payroll and related costs for employees engaging in general corporate functions, professional fees, allowance for doubtful accounts, foreign currency exchange gains (losses) and other general corporate expenses, as well as expenses associated with the use by these functions of facilities and equipment, such as depreciation and rental expenses.
Our general and administrative expenses mainly consist of payroll and related costs for employees engaging in general corporate functions, professional fees, allowance for doubtful accounts, foreign currency exchange gains and losses, and other general corporate expenses, as well as expenses associated with the use by these functions of facilities and equipment, such as depreciation and rental expenses.
E-scooter sales. We generate a large majority of our revenues from sales of e-scooters to our distributors offline or directly to individual consumers online. We have adopted an omnichannel retail model, integrating the offline and online channels, to sell our e-scooters. In China, we have a “city partner” system, and sell e-scooters to the city partners.
E-scooter sales. We generate a large majority of our revenues from sales of e-scooters to our distributors and business partners offline or directly to individual consumers online. We have adopted an omnichannel retail model, integrating the offline and online channels, to sell our e-scooters. In China, we have a “city partner” system, and sell e-scooters to the city partners.
Risk Factors—Risks Related to Doing Business in China—If we are classified as a mainland China resident enterprise for mainland China income tax purposes, such classification could result in unfavorable tax consequences to us and our non-mainland China shareholders or ADS holders.” 96 Table of Contents Results of Operations The following table sets forth a summary of our consolidated results of operations for the years presented, both in absolute amount and as a percentage of our net revenues for the years presented.
Risk Factors—Risks Related to Doing Business in China—If we are classified as a mainland China resident enterprise for mainland China income tax purposes, such classification could result in unfavorable tax consequences to us and our non-mainland China shareholders or ADS holders.” 97 Table of Contents Results of Operations The following table sets forth a summary of our consolidated results of operations for the years presented, both in absolute amount and as a percentage of our net revenues for the years presented.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events since January 1, 2025 that are reasonably likely to have a material and adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events since January 1, 2026 that are reasonably likely to have a material and adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
While our business is influenced by these general factors, our results of operations are more directly affected by company specific factors, including the following major factors: ● our ability to increase e-scooter sales volume; ● our ability to develop and sell more accessories and spare parts and services; ● our ability to manage our supply chain and manufacturing; 91 Table of Contents ● our ability to enhance our operational efficiency; and ● our ability to expand into international markets.
While our business is influenced by these general factors, our results of operations are more directly affected by company specific factors, including the following major factors: ● our ability to increase e-scooter sales volume; ● our ability to develop and sell more accessories and spare parts and services; 92 Table of Contents ● our ability to manage our supply chain and manufacturing; ● our ability to enhance our operational efficiency; and ● our ability to expand into international markets.
In addition, the Cayman Islands does not impose withholding tax on payments of dividends. 95 Table of Contents Hong Kong The first HK$2 million of profits earned by our subsidiary incorporated in Hong Kong, Niu Technologies Group Limited, is taxed at 8.25%, representing a half the current tax rate, while the remaining profits continue to be taxed at the current tax rate of 16.5%.
In addition, the Cayman Islands does not impose withholding tax on payments of dividends. 96 Table of Contents Hong Kong The first HK$2 million of profits earned by our subsidiary incorporated in Hong Kong, Niu Technologies Group Limited, is taxed at 8.25%, representing a half the current tax rate, while the remaining profits continue to be taxed at the current tax rate of 16.5%.
In Europe, the U.S. and Southeast Asia, we will continue to expand our distribution network, launch new products suitable for local markets, partner with global leading companies to co-brand premium smart e-scooter models, and are exploring additional business opportunities to drive the growth beyond retail. We will pursue differentiated strategies for different overseas markets.
In Europe, the U.S. and Southeast Asia, we will continue to expand our sales network, launch new products suitable for local markets, partner with global leading companies to co-brand premium smart e-scooter models, and are exploring additional business opportunities to drive the growth beyond retail. We will pursue differentiated strategies for different overseas markets.
Actual results may differ from these judgments and estimates under different assumptions or conditions and any such differences may be material. For the year ended December 31, 2024, we had not identified critical accounting estimates that involve a significant level of estimation uncertainty and would have a material impact on our results.
Actual results may differ from these judgments and estimates under different assumptions or conditions and any such differences may be material. For the year ended December 31, 2025, we had not identified critical accounting estimates that involve a significant level of estimation uncertainty and would have a material impact on our results.
The increase in after-sales service expenses was mainly resulted from the increased sales volume of e-scooters. Our selling and marketing expenses as a percentage of our revenues decreased from 18.7% in 2023 to 14.9% in 2024. Research and development expenses Our research and development expenses decreased by 13.8% from RMB151.0 million in 2023 to RMB130.1 million (US$17.8 million) in 2024.
The increase in after-sales service expenses was mainly resulted from the increased sales volume of e-scooters. Our selling and marketing expenses as a percentage of our revenues decreased from 18.7% in 2023 to 14.9% in 2024. Research and development expenses Our research and development expenses decreased by 13.8% from RMB151.0 million in 2023 to RMB130.1 million in 2024.
We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us. We did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2024.
We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us. We did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2025.
We also offer the NIU app as an integral part of the user experience. We currently generate a majority of our revenues from sales of e-scooters to our distributors offline or to individual consumers online. We also generate revenues by selling accessories and spare parts and providing mobile app and other services .
We also offer the NIU app as an integral part of the user experience. We currently generate a majority of our revenues from sales of e-scooters to our distributors and business partners offline or to individual consumers online. We also generate revenues by selling accessories and spare parts and providing mobile app and other services.
Unfavorable changes in any of these general industry conditions could negatively affect demand for our products and materially and adversely affect our results of operations. In 2024, we experienced challenges stemming from intensified domestic and international competition, as well as a shift towards more value-conscious consumer behavior.
Unfavorable changes in any of these general industry conditions could negatively affect demand for our products and materially and adversely affect our results of operations. In 2025, we experienced challenges stemming from intensified domestic and international competition, as well as a shift towards more value-conscious consumer behavior.
The decrease was primarily due to a decrease of RMB131.8 million in allowance for doubtful accounts, partially offset by an increase of RMB12.5 million due to foreign exchange gain or loss, and an increase of RMB13.2 million in staff cost. The increase in staff cost was mainly due to an increase in the number of employees with general corporate functions.
The decrease was primarily due to a decrease of RMB131.8 million in allowance for doubtful accounts, partially offset by an increase of RMB12.5 million due to foreign exchange gain or loss, and an increase of RMB13.2 million in staff costs. The increase in staff costs was mainly due to an increase in the number of employees with general corporate functions.
This not only provides us with additional revenue streams but also improves our gross margin. 92 Table of Contents Our ability to manage our supply chain and manufacturing Material and manufacturing costs of our e-scooters have historically accounted for a majority of our cost of revenues.
This not only provides us with additional revenue streams but also improves our gross margin. 93 Table of Contents Our ability to manage our supply chain and manufacturing Material and manufacturing costs of our e-scooters have historically accounted for a majority of our cost of revenues.
Revenues generated from providing services represented 2.3%, 3.6% and 2.6% of our revenues in 2022, 2023 and 2024, respectively. We will continue to further enhance the connectivity and other smart functionalities of our e-scooters and the NIU app, and improve the user experience.
Revenues generated from providing services represented 3.6%, 2.6% and 2.6% of our revenues in 2023, 2024 and 2025, respectively. We will continue to further enhance the connectivity and other smart functionalities of our e-scooters and the NIU app, and improve the user experience.
We aim to invest more in local branding and marketing, strengthen connections with our customers, and enhance our adaptability to local market changes. Through our distributor networks, we will continue to expand and leverage our sales network to enhance our brand and improve sales efficiency.
We aim to invest more in local branding and marketing, strengthen connections with our customers, and enhance our adaptability to local market changes. Through our distribution networks, we will continue to expand and leverage our sales network to enhance our brand and improve sales efficiency.
The decrease of design and testing expenses primarily resulting from our cost-effective measures. Our research and development expenses as a percentage of our revenues slightly decreased from 5.7% in 2023 to 4.0% in 2024. General and administrative expenses Our general and administrative expenses decreased by 46.6% from RMB244.5 million in 2023 to RMB130.6 million (US$17.9 million) in 2024.
The decrease of design and testing expenses primarily resulting from our cost-effective measures. Our research and development expenses as a percentage of our revenues slightly decreased from 5.7% in 2023 to 4.0% in 2024. General and administrative expenses Our general and administrative expenses decreased by 46.6% from RMB244.5 million in 2023 to RMB130.6 million in 2024.
Organizational Structure” For restrictions and limitations on liquidity and capital resources as a result of our corporate structure, see “—Holding Company Structure.” 101 Table of Contents A substantial majority of our revenues have been, and we expect they are likely to continue to be, in the form of Renminbi.
Organizational Structure” For restrictions and limitations on liquidity and capital resources as a result of our corporate structure, see “—Holding Company Structure.” A substantial majority of our revenues have been, and we expect they are likely to continue to be, in the form of Renminbi.
Our ability to develop and sell more accessories and spare parts and services Our results of operations are affected by our ability to develop and sell more accessories and spare parts, which generally have higher gross margins. Revenues generated from selling accessories and spare parts represented 7.6%, 7.5% and 7.4% of our net revenues in 2022, 2023 and 2024, respectively.
Our ability to develop and sell more accessories and spare parts and services Our results of operations are affected by our ability to develop and sell more accessories and spare parts, which generally have higher gross margins. Revenues generated from selling accessories and spare parts represented 7.5%, 7.4% and 6.9% of our net revenues in 2023, 2024 and 2025, respectively.
The revenues from e-scooter sales increased by 25.5% from RMB2,358.7 million in 2023 to RMB2,960.5 million (US$405.6 million) in 2024, which was mainly due to an increase in the sales volume of e-scooters by 30.2% from 709,802 in 2023 to 924,340 in 2024.
The revenues from e-scooter sales increased by 25.5% from RMB2,358.7 million in 2023 to RMB2,960.5 million in 2024, which was mainly due to an increase in the sales volume of e-scooters by 30.2% from 709,802 in 2023 to 924,340 in 2024.
The service revenues decreased from RMB95.5 million in 2023 to RMB86.1 million (US$11.8 million) in 2024, mainly due to the decrease in sales volume of e-motorcycles and e-mopeds in international markets, which primarily impacted our service revenues associated with NIU app.
The service revenues decreased from RMB95.5 million in 2023 to RMB86.1 million in 2024, mainly due to the decrease in sales volume of e-motorcycles and e-mopeds in international markets, which primarily impacted our service revenues associated with NIU app.
No provision for Hong Kong profits tax was made as we had no estimated assessable profit that was subject to Hong Kong profits tax during 2022, 2023 or 2024.
No provision for Hong Kong profits tax was made as we had no estimated assessable profit that was subject to Hong Kong profits tax during 2023, 2024 or 2025.
We believe that our expansion into selected international markets will not only drive our revenue growth but also enhance our brand awareness. 93 Table of Contents Key Components of Results of Operations Revenues We generate revenues from sales of e-scooters, sales of accessories and spare parts, and provision of mobile app and other services.
We expect that our expansion into selected international markets will not only drive our revenue growth but also enhance our brand awareness. 94 Table of Contents Key Components of Results of Operations Revenues We generate revenues from sales of e-scooters, sales of accessories and spare parts, and provision of mobile app and other services.
We believe that our well-recognized NIU brand, together with our innovative design and continual expansion of product offerings, position us favorably to capture the enormous growth potential in the global market, and we will enter into selected international markets that offer identified growth opportunities and favorable government policies.
We believe that our well-recognized NIU brand, together with our innovative design and expansion of product offerings, position us favorably to capture the growth potential in the global market, and we may enter into selected international markets that offer identified growth opportunities and favorable government policies.
Advertising and promotion expenses, consisting primarily of online and offline advertisements, are event-driven, and tend to be higher when we launch new products. Our selling and marketing expenses as a percentage of our revenues were 13.9%, 18.7% and 14.9% in 2022, 2023 and 2024, respectively.
Advertising and promotion expenses, consisting primarily of online and offline advertisements, are event-driven, and tend to be higher when we launch new products. Our selling and marketing expenses as a percentage of our revenues were 18.7%, 14.9% and 15.7% in 2023, 2024 and 2025, respectively.
Recent Accounting Pronouncements We discuss recently adopted and issued accounting standards in Note 2, “Summary of Significant Accounting Policies—Recent Accounting Pronouncements” to our consolidated financial statements included elsewhere in this annual report.
Recent Accounting Pronouncements We discuss recently adopted and issued accounting standards in Note 2, “Summary of Significant Accounting Policies—Recent Accounting Pronouncements” to our consolidated financial statements included elsewhere in this annual report. 105 Table of Contents
The difference between net cash provided by operating activities and net loss was attributable to adjustments for certain non-cash expenses and net changes in working capital. Adjustments for non-cash expenses consisted principally of depreciation and amortization expenses of RMB122.1 million (US$16.7 million), write-downs of inventories of RMB30.0 million (US$4.1 million), and share-based compensation expenses of RMB24.2 million (US$3.3 million).
The difference between net cash provided by operating activities and net loss was attributable to adjustments for certain non-cash expenses and net changes in working capital. Adjustments for non-cash expenses consisted principally of depreciation and amortization expenses of RMB122.1 million, write-downs of inventories of RMB30.0 million, and share-based compensation expenses of RMB24.2 million.
Cost of revenues Cost of products sold represents a majority of our cost of revenues, and the other components of cost of revenues include logistics costs, tariff costs, write-downs of inventories and warranty costs. 94 Table of Contents Cost of products sold mainly consists of the cost for purchasing raw materials and components, the labor cost and other costs for manufacturing e-scooters.
Cost of revenues Cost of products sold represents a majority of our cost of revenues, and the other components of cost of revenues include shipping costs, tariff costs, write-downs of inventories and warranty costs. 95 Table of Contents Cost of products sold mainly consists of the cost for purchasing raw materials and components, the labor cost and other costs for manufacturing e-scooters.
Cost of revenues Our cost of revenues increased by 34.0% from RMB2,081.0 million in 2023 to RMB2,789.5 million (US$382.2 million) in 2024. The increase was primarily attributable to an increase in cost of products from RMB1,992.5 million in 2023 to RMB2,639.4 million (US$361.6 million) in 2024, which was generally in line with the increase in e-scooter sales volume.
Cost of revenues Our cost of revenues increased by 34.0% from RMB2,081.0 million in 2023 to RMB2,789.5 million in 2024. The increase was primarily attributable to an increase in cost of products from RMB1,992.5 million in 2023 to RMB2,639.4 million in 2024, which was generally in line with the increase in e-scooter sales volume.
Changes in working capital accounts that affected operating cash flow consisted primarily of (i) an increase of RMB423.0 million (US$58.0 million) in accounts payable and notes payable, partially offset by (ii) an increase of RMB288.2 million (US$39.5 million) in inventories, (iii) an increase of RMB58.8 million (US$8.1 million) in prepayments and other current assets and (iv) an increase of RMB44.9 million (US$6.1 million) in accounts receivable and notes receivable.
Changes in working capital accounts that affected operating cash flow consisted primarily of (i) an increase of RMB423.0 million in accounts payable and notes payable, partially offset by (ii) an increase of RMB288.2 million in inventories, (iii) an increase of RMB58.8 million in prepayments and other current assets and (iv) an increase of RMB44.9 million in accounts receivable and notes receivable.
Gross profit We generated a gross profit of RMB498.8 million (US$68.3 million) in 2024, as compared to a gross profit of RMB570.7 million in 2023.
Gross profit We generated a gross profit of RMB498.8 million in 2024, as compared to a gross profit of RMB570.7 million in 2023.
Financing activities Net cash provided by financing activities in 2024 was RMB100.3 million (US$13.7 million), consisting primarily of proceeds from short-term bank borrowings, partially offset by repayments for short-term bank borrowings.
Financing activities Net cash provided by financing activities in 2025 was RMB40.2 million (US$5.7 million), consisting primarily of proceeds from short-term bank borrowings, partially offset by repayments for short-term bank borrowings. Net cash provided by financing activities in 2024 was RMB100.3 million, consisting primarily of proceeds from short-term bank borrowings, partially offset by repayments for short-term bank borrowings.
Our ability to increase e-scooter sales volume Our results of operations depend significantly on our ability to increase sales volume of our e-scooters. Revenues generated from e-scooters represented 90.1%, 88.9% and 90.0% of our net revenues in 2022, 2023 and 2024, respectively. We sold 831,593, 709,802 and 924,340 units of e-scooters in 2022, 2023 and 2024, respectively.
Our ability to increase e-scooter sales volume Our results of operations depend significantly on our ability to increase sales volume of our e-scooters. Revenues generated from e-scooters represented 88.9%, 90.0% and 90.5% of our net revenues in 2023, 2024 and 2025, respectively. We sold 709,802, 924,340 and 1,192,039 units of e-scooters in 2023, 2024 and 2025, respectively.
Government grants Our government grants decreased from RMB16.4 million in 2022 to RMB3.0 million in 2023. The government grants mainly consisted of subsidies from local government or industrial parks where our offices are located and there were no significant commitment, contingencies or provision for recapture conditions for the government grants received.
Government grants Our government grants decreased from RMB3.0 million in 2023 to RMB0.9 million in 2024. The government grants mainly consisted of subsidies from local government or industrial parks where our offices are located and there was no significant commitment, contingencies or provision for recapture conditions for the government grants received.
Material cash requirements Our material cash requirements as of December 31, 2024 and any subsequent interim period primarily include our capital expenditures, operating lease obligations and purchase obligations. We made capital expenditures of RMB135.3 million, RMB78.9 million and RMB119.7 million (US$16.4 million) in 2022, 2023 and 2024, respectively.
Material cash requirements Our material cash requirements as of December 31, 2025 and any subsequent interim period primarily include our capital expenditures, operating lease obligations and purchase obligations. We made capital expenditures of RMB78.9 million, RMB119.7 million and RMB177.8 million (US$25.4 million) in 2023, 2024 and 2025, respectively.
The cost per e-scooter, defined as cost of revenues divided by the number of e-scooters sold in a specified period, increased from RMB2,931.8 in 2023 to RMB3,017.9 (US$413.4) in 2024, which was primarily due to a higher proportion of premium series sales in domestic market with higher cost per e-scooter.
The cost per e-scooter, defined as cost of revenues divided by the number of e-scooters sold in a specified period, increased from RMB2,932 in 2023 to RMB3,018 in 2024, which was primarily due to a higher proportion of premium series sales in domestic market with higher cost per e-scooter.
In addition, as our business grows, we expect to achieve greater operating leverage, increase the productivity of our personnel, and obtain more favorable terms from our suppliers. Our ability to expand to international markets As of December 31, 2024, we sold our smart e-scooters through 57 distributors in 53 countries overseas.
In addition, as our business grows, we expect to achieve greater operating leverage, increase the productivity of our personnel, and obtain more favorable terms from our suppliers. Our ability to expand to international markets As of December 31, 2025, we sold our smart e-scooters through business partners in more than 40 countries overseas, including distributors, dealers and retailers.
In 2022, 2023 and 2024, 18.5%, 15.2% and 13.5% of our revenues were derived from sales in international markets, respectively.
In 2023, 2024 and 2025, 15.2%, 13.5% and 7.1% of our revenues were derived from sales in international markets, respectively.
Our general and administrative expenses as a percentage of our revenues increased from 5.0% in 2022 to 9.2% in 2023. Excluding allowance for doubtful accounts, our general and administrative expenses as a percentage of our revenues was 4.0% in 2023, as compared to 4.2% in 2022.
Our general and administrative expenses as a percentage of our revenues decreased from 9.2% in 2023 to 3.9% in 2024. Excluding allowance for doubtful accounts, our general and administrative expenses as a percentage of our revenues was 3.7% in 2024, as compared to 4.0% in 2023.
Net cash provided by investing activities in 2022 was RMB397.9 million, consisting primarily of cash received from sale of short-term investments and withdrawal from term deposits, partially offset by cash paid for purchases of term deposits, short-term investments, and property, plant and equipment.
Net cash used in investing activities in 2024 was RMB292.4 million, consisting primarily of cash paid for purchases of term deposits, short-term investments, and property, plant and equipment, partially offset by cash received from sale of short-term investments and withdrawal from term deposits.
Liquidity and Capital Resources Cash flows and working capital We had net cash provided by operating activities of RMB93.7 million and RMB52.3 million (US$7.2 million) in 2023 and 2024, respectively, and net cash used in operating activities of RMB121.9 million in 2022. Our primary sources of liquidity have been cash provided by operating activities and financing activities.
Liquidity and Capital Resources Cash flows and working capital We had net cash provided by operating activities of RMB93.7 million, RMB52.3 million and RMB353.3 million (US$50.5 million) in 2023, 2024 and 2025, respectively. Our primary sources of liquidity have been cash provided by operating activities and financing activities.
The following table shows our gross profit and gross margin for each of the years presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ 2022 ​ 2023 ​ 2024 ​ ​ ​ (in thousands, except for percentage data) ​ ​ RMB RMB RMB US$ ​ Gross profit ​ 669,681 ​ 570,747 ​ 498,763 ​ 68,330 ​ Gross margin ​ 21.1 % 21.5 % 15.2 % 15.2 % ​ Operating expenses Our operating expenses consist of selling and marketing expenses, research and development expenses, and general and administrative expenses.
The following table shows our gross profit and gross margin for each of the years presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ (in thousands, except for percentage data) ​ ​ ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ US$ ​ Gross profit ​ 570,747 ​ 498,763 ​ 843,571 120,629 ​ Gross margin ​ 21.5 % 15.2 % 19.6 % 19.6 % ​ Operating expenses Our operating expenses consist of selling and marketing expenses, research and development expenses, and general and administrative expenses.
The following table sets forth the break-down of our revenues, in amounts and as percentages of revenues for the years presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB % RMB % RMB US$ % ​ ​ (in thousands, except percentage data) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ E-scooter sales 2,853,895 90.1 2,358,659 88.9 2,960,508 405,588 90.0 Accessories and spare parts sales 242,297 7.6 197,634 7.5 241,680 33,110 7.4 Service revenues 72,405 2.3 95,465 3.6 86,108 11,797 2.6 Total 3,168,597 100.0 2,651,758 100.0 3,288,296 450,495 100.0 ​ We recognize revenues upon the satisfaction of our performance obligation (upon transfer of control of promised goods or services to customers) in an amount that reflects the consideration to which we expect to be entitled to in exchange for those goods or services, excluding amounts collected on behalf of third parties (for example, value added taxes), sales volume rebates provided to qualified distributors based on the volume sold to such distributors in a certain period and sales return estimated based on historical experiences.
The following table sets forth the break-down of our revenues, in amounts and as percentages of revenues for the years presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ ​ % ​ ​ (in thousands, except percentage data) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ E-scooter sales 2,358,659 88.9 2,960,508 90.0 3,896,480 557,189 90.5 Accessories and spare parts sales 197,634 7.5 241,680 7.4 299,172 42,782 6.9 Service revenues 95,465 3.6 86,108 2.6 112,213 16,046 2.6 Total 2,651,758 100.0 3,288,296 100.0 4,307,865 616,017 100.0 ​ We recognize revenues upon the satisfaction of our performance obligation (upon transfer of control of promised goods or services to customers) in an amount that reflects the consideration to which we expect to be entitled to in exchange for those goods or services, excluding amounts collected on behalf of third parties (for example, value added taxes), sales volume rebates provided to qualified distributors based on the volume sold to such distributors and business partners in a certain period and sales return estimated based on historical experiences.
Jiangsu Xiaoniu and Beijing Niudian are qualified as HNTEs and enjoy a preferential income tax rate of 15% for the fiscal years from 2024 to 2027 and 2022 to 2025, respectively. An entity could re-apply for the HNTE certificate when the prior certificate expires.
Having obtained renewed HNTE qualifications in 2024 and 2025, respectively, Jiangsu Xiaoniu and Beijing Niudian enjoy a preferential income tax rate of 15% for the fiscal years from 2024 to 2026 and from 2025 to 2027, respectively. An entity could re-apply for the HNTE certificate when the prior certificate expires.
Under the PRC Enterprise Income Tax Law, preferential tax treatments will be granted to entities which conduct businesses in certain encouraged sectors and to entities otherwise classified as High and New Technology Enterprises (HNTE).
Under the PRC Enterprise Income Tax Law, preferential tax treatments will be granted to entities which conduct businesses in certain encouraged sectors and to entities otherwise classified as High and New Technology Enterprises (“HNTEs”). Jiangsu Xiaoniu and Beijing Niudian are currently qualified as HNTEs.
As of the date of this annual report, this facility has not been utilized. Although we consolidate the results of the VIE, we only have access to the assets or earnings of the VIE through our contractual arrangements with the VIE and its shareholders. See “Item 4. Information on the Company—C.
Although we consolidate the results of the VIE, we only have access to the assets or earnings of the VIE through our contractual arrangements with the VIE and its shareholders. See “Item 4. Information on the Company—C.
Net loss As a result of the foregoing, we were in a net loss of RMB193.2 million (US$26.5 million) in 2024, compared to a net loss of RMB271.8 million in 2023.
Net loss As a result of the foregoing, we were in a net loss of RMB193.2 million in 2024, compared to RMB271.8 million in 2023. 101 Table of Contents B.
Our gross margin decreased from 21.5% in 2023 to 15.2% in 2024, which was mainly due to higher proportion of kick-scooters sales with lower sales prices and margin in international markets, changes in product mix of e-scooters, and increased sales incentives to franchisees.
Our gross margin decreased from 21.5% in 2023 to 15.2% in 2024, which was mainly due to higher proportion of kick-scooters sales with lower sales prices and margin in international markets, changes in product mix of e-scooters, and increased sales incentives to franchisees. 100 Table of Contents Selling and marketing expenses Our selling and marketing expenses decreased by 1.2% from RMB495.7 million in 2023 to RMB489.6 million in 2024.
The following table shows the number of e-scooters we sold in the years presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ Units % Units % Units % NQi Series (1) ​ 55,161 ​ 6.6 ​ 40,099 ​ 5.6 ​ 302,706 ​ 32.7 MQi Series ​ 41,906 ​ 5.0 ​ 98,726 ​ 13.9 ​ 60,117 ​ 6.5 UQi Series ​ 208,360 25.1 ​ 80,248 11.3 ​ 119,856 13.0 FQi Series ​ 79,747 9.6 ​ 209,554 29.5 ​ 180,855 19.6 KQi Series ​ 102,466 12.3 ​ 100,508 14.2 ​ 161,522 17.5 GQi Series ​ 233,737 28.1 ​ 134,671 19.0 ​ 69,425 7.5 Others (2) ​ 110,216 ​ 13.3 ​ 45,996 ​ 6.5 ​ 29,859 ​ 3.2 Total 831,593 100.0 709,802 100.0 924,340 100.0 Notes: (1) Number of e-scooters sold including SQi, RQi and XQi series.
The following table shows the number of e-scooters we sold in the years presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ Units ​ ​ ​ % ​ ​ ​ Units ​ ​ ​ % ​ ​ ​ Units ​ ​ ​ % NQi Series (1) ​ 40,099 ​ 5.6 ​ 302,706 ​ 32.7 ​ 493,884 ​ 41.4 MQi Series ​ 98,726 ​ 13.9 ​ 60,117 ​ 6.5 ​ 272,185 ​ 22.8 FQi Series ​ 209,554 29.5 ​ 180,855 19.6 ​ 233,271 19.6 UQi Series ​ 80,248 11.3 ​ 119,856 13.0 ​ 105,552 8.9 KQi Series ​ 100,508 14.2 ​ 161,522 17.5 ​ 70,074 5.9 GQi Series ​ 134,671 19.0 ​ 69,425 7.5 ​ 8,554 0.7 Others (2) ​ 45,996 ​ 6.5 ​ 29,859 ​ 3.2 ​ 8,519 ​ 0.7 Total 709,802 100.0 924,340 100.0 1,192,039 100.0 Notes: (1) Number of e-scooters sold including SQi, RQi and XQi series.
As of December 31, 2024, this facility was utilized for issuing bank acceptance notes, with an outstanding balance of RMB144,348,768. ● In March 2023, we entered into a twelve-month secured loan facility agreement with a commercial bank in mainland China, pursuant to which we are entitled to borrow secured bank loans of up to RMB160,000,000.
As of December 31, 2025, this facility was utilized for bank acceptance notes, with an outstanding balance of RMB184.3 million. ● In March 2023, we entered into a twelve-month secured loan facility agreement with a commercial bank in mainland China, pursuant to which we were entitled to utilize the facility for secured bank loans up to RMB160 million.
In March and June 2024, we entered into two additional twelve-month secured loan facility agreements with the same commercial bank, pursuant to which we were entitled to borrow secured bank loans of up to RMB100,000,000 each.
In March and June 2024, we entered into two additional twelve-month secured loan facility agreements with the same bank, which were extended to mature in March and June 2026, respectively. Pursuant to each of the agreements, we were entitled to utilize the facility up to RMB100 million (RMB200 million in aggregate).
The government grants mainly consisted of subsidies from local government or industrial parks where our offices are located and there was no significant commitment, contingencies or provision for recapture conditions for the government grants received.
Government grants Our government grants increased from RMB0.9 million in 2024 to RMB1.4 million (US$0.2 million) in 2025. The government grants mainly consisted of subsidies from local government or industrial parks where our offices are located and there was no significant commitment, contingencies or provision for recapture conditions for the government grants received.
City partners are our distributors, who either open and operate franchised stores or sign up franchised stores, and the franchised stores sell our products and provide services to individual consumers. In international markets, we sell to distributors. We generate revenues by selling e-scooters to our city partners in China and overseas distributors at a discount to the retail price.
City partners are our distributors, who either open and operate franchised stores or sign up franchised stores, and the franchised stores sell our products and provide services to individual consumers. In international markets, we sell to business partners.
These include (i) the electric motorcycle, moped and bicycle series, including the NQi, MQi, UQi, FQi series and others, and (ii) the micro-mobility series, including the kick-scooter series KQi and the e-bike series BQi.
Currently, we offer two model lineups, comprising a number of different vehicle types. These include (i) the electric motorcycle, moped and bicycle series, including the NQi, MQi, UQi, FQi series and others, and (ii) the micro-mobility series, including the kick-scooter series KQi and the e-bike series BQi.
The following table sets forth the break-down of our total operating expenses, in amounts and as percentages of total operating expenses for each of the years presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB % RMB % RMB US$ % ​ ​ (in thousands except for percentage data) Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling and marketing expenses 440,409 56.8 495,735 55.6 489,578 67,072 65.3 Research and development expenses 176,478 22.8 150,986 16.9 130,111 17,825 17.3 General and administrative expenses 158,461 20.4 244,518 27.5 130,618 17,895 17.4 Total 775,348 100.0 891,239 100.0 750,307 102,792 100.0 ​ Selling and marketing expenses.
The following table sets forth the break-down of our total operating expenses, in amounts and as percentages of total operating expenses for each of the years presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ ​ % ​ ​ (in thousands except for percentage data) Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling and marketing expenses 495,735 55.6 489,578 65.3 675,769 96,634 72.4 Research and development expenses 150,986 16.9 130,111 17.3 166,452 23,802 17.8 General and administrative expenses 244,518 27.5 130,618 17.4 90,964 13,008 9.8 Total 891,239 100.0 750,307 100.0 933,185 133,444 100.0 ​ Selling and marketing expenses.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Revenues Our revenues decreased by 16.3% from RMB3,168.6 million in 2022 to RMB2,651.8 million in 2023, which was primarily due to a decrease in e-scooter sales volume.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Revenues Our revenues increased by 24.0% from RMB2,651.8 million in 2023 to RMB3,288.3 million in 2024, which was primarily due to an increase in e-scooter sales volume.
These facilities were utilized for issuing bank acceptance notes. As of December 31, 2024, the total outstanding notes payable under these facility agreements were RMB50,000,000. ● In October and November 2024, we entered into two twelve-month revolving loan facility agreements with a commercial bank in mainland China, respectively.
As of December 31, 2025, total outstanding borrowings and notes payable under these loan facility agreements were RMB20 million and RMB100 million, respectively. ● In October and November 2024, we entered into two twelve-month revolving loan facility agreements with a commercial bank in mainland China, pursuant to each of which we were entitled to utilize the facility for short-term bank loans and bank acceptance notes up to RMB50 million (RMB100 million in aggregate).
Our service revenues primarily relate to our services associated with NIU app, NIU Cover and R&D services to strategic partner. ● NIU app. We generate revenues from the NIU app by providing subscription-based mobile app services.
We also offer NIU-branded accessories and general merchandise, such as decorative car plate, rear box, helmet and apparel. Service revenues. Our service revenues primarily relate to our services associated with NIU app, NIU Cover and R&D services to strategic partner. ● NIU app. We generate revenues from the NIU app by providing subscription-based mobile app services.
The following table sets forth the movements of our cash flows for the years presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB RMB RMB US$ ​ ​ (in thousands) Selected Consolidated Cash Flow Data: Net cash (used in) provided by operating activities (121,856) 93,735 52,287 7,163 Net cash provided by (used in) investing activities 397,892 216,310 (292,429) (40,063) Net cash (used in) provided by financing activities (17,797) (59,346) 100,267 13,737 Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash 30,043 8,914 6,052 830 Net increase (decrease) in cash, cash equivalents and restricted cash 288,282 259,613 (133,823) (18,333) Cash, cash equivalents and restricted cash at the beginning of the year 432,345 720,627 980,240 134,292 Cash, cash equivalents and restricted cash at the end of the year 720,627 980,240 846,417 115,959 ​ Operating activities Net cash provided by operating activities in 2024 was RMB52.3 million (US$7.2 million), as compared to net loss of RMB193.2 million (US$26.5 million).
The following table sets forth the movements of our cash flows for the years presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ (in thousands) Selected Consolidated Cash Flow Data: ​ ​ ​ ​ Net cash provided by operating activities 93,735 52,287 353,270 50,517 Net cash provided by (used in) investing activities 216,310 (292,429) (90,601) (12,956) Net cash (used in) provided by financing activities (59,346) 100,267 40,165 5,744 Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash 8,914 6,052 (13,649) (1,952) Net increase (decrease) in cash, cash equivalents and restricted cash 259,613 (133,823) 289,185 41,353 Cash, cash equivalents and restricted cash at the beginning of the year 720,627 980,240 846,417 121,036 Cash, cash equivalents and restricted cash at the end of the year 980,240 846,417 1,135,602 162,389 ​ Operating activities Net cash provided by operating activities in 2025 was RMB353.3 million (US$50.5 million), as compared to net loss of RMB39.4 million (US$5.6 million).
As a result, although other means are available for us to obtain financing at the holding company level, Niu Technologies’ ability to pay dividends depends upon dividends paid by our mainland China subsidiaries and license and service fees paid by the VIE in mainland China. ​ 103 Table of Contents If any of our existing or newly formed mainland China subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to Niu Technologies.
As a result, although other means are available for us to obtain financing at the holding company level, Niu Technologies’ ability to pay dividends depends upon dividends paid by our mainland China subsidiaries and license and service fees paid by the VIE in mainland China.
We have the following short-term bank borrowings: ● In April 2022, we entered into a twelve-month revolving loan facility agreement with a commercial bank in mainland China, and we are entitled to extend the maturity date to May 2025. Pursuant to this agreement, we are entitled to borrow a short-term bank borrowing and notes payable up to RMB300,000,000.
We have the following short-term bank borrowings: ● In April 2022, we entered into a twelve-month revolving loan facility agreement with a commercial bank in mainland China, which was extended to mature in May 2026. Pursuant to this agreement, we were entitled to utilize the facility for short-term bank loans and bank acceptance notes up to RMB300 million.
(2) Others include BQi, CQi, OQi series, Niu Aero Sports Bicycles and power-assist e-bike. Our ability to increase e-scooters sales volume depends on our ability to innovate in design and technology and offer e-scooter products that meet our users’ demand.
(2) Others include BQi, CQi, OQi series and power-assist e-bike. Our ability to increase e-scooters sales volume depends on our ability to innovate in design and technology and offer e-scooter products that meet our users’ demand. We have a diversified product portfolio that caters to the various demands of our users and addresses different urban travel scenarios.
Our offline channels consisted of 499 city partners with 3,735 franchised stores in 293 cities in China and 57 distributors in 53 countries overseas as of December 31, 2024. These distributors promote our brand and market our products and services at their own cost.
As of December 31, 2025, our offline channels consisted of 623 city partners with 4,540 franchised stores in 320 cities in China, as well as business partners in more than 40 countries overseas, including distributors, dealers and retailers. These distributors and business partners promote our brand and market our products and services at their own cost.
We sell and service our products through our “city partner” system in China, which consisted of 499 city partners with 3,735 franchised stores in 293 cities in China, and 57 distributors in 53 countries overseas as of December 31, 2024, as well as on our own online store and third-party e-commerce platforms.
We sell and service our products through (i) our “city partner” system in China, which consisted of 623 city partners with 4,540 franchised stores in 320 cities in China as of December 31, 2025, (ii) our business partners in more than 40 countries overseas, including distributors, dealers and retailers, and (iii) our own online store and third-party e-commerce platforms.
Our capital expenditures for 2022, 2023 and 2024 represented cash paid for purchase of property, plant and equipment. We will continue to make such capital expenditures to support the expected growth of our business. We intend to fund our existing and future material cash requirements primarily with anticipated cash flows from operations, our existing cash balance and other financing alternatives.
Our capital expenditures for 2023, 2024 and 2025 represented cash paid for purchase of property, plant and equipment. We will continue to make such capital expenditures to support the expected growth of our business.
We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any off-balance sheet derivative instruments. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity.
Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity.
As of December 31, 2024, we had RMB846.4 million (US$116.0 million) in cash, cash equivalents and restricted cash, of which approximately 27.2% were held in Renminbi and the remainder was mainly held in U.S. dollars. 100 Table of Contents After considering all facts available to us as of the date of this annual report, we believe our cash and cash equivalents, restricted cash and term deposits will be sufficient to meet our current and anticipated needs for general corporate purposes for at least the next 12 months.
After considering all facts available to us as of the date of this annual report, we believe our cash and cash equivalents, restricted cash, term deposits and short-term investments will be sufficient to meet our current and anticipated needs for general corporate purposes for at least the next 12 months.
In addition, we incentivize them by providing sales volume rebate. We also sell directly to individual consumers through third-party e-commerce platforms, as well as on our own online store. We treat distributors offline and individual consumers online as our customers. Accessories and spare parts sales.
We generate revenues by selling e-scooters to our city partners in China and overseas business partners at a discount to the retail price. In addition, we incentivize them by providing sales volume rebate. We also sell directly to individual consumers through third-party e-commerce platforms, as well as on our own online store.
Year-to-year comparisons of historical results of operations should not be relied upon as indicative of future performance. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB % RMB % RMB US$ % ​ ​ (in thousands except for percentage data) Revenues 3,168,597 100.0 2,651,758 100.0 3,288,296 450,495 100.0 Cost of revenues (1) (2,498,916) (78.9) (2,081,011) (78.5) (2,789,533) (382,165) (84.8) Gross profit 669,681 21.1 570,747 21.5 498,763 68,330 15.2 Operating expenses ​ ​ ​ ​ ​ ​ ​ Selling and marketing expenses (440,409) (13.9) (495,735) (18.7) (489,578) (67,072) (14.9) Research and development expenses (176,478) (5.6) (150,986) (5.7) (130,111) (17,825) (4.0) General and administrative expenses (158,461) (5.0) (244,518) (9.2) (130,618) (17,895) (3.9) Total operating expenses (1) (775,348) (24.5) (891,239) (33.6) (750,307) (102,792) (22.8) Government grants 16,385 0.5 2,969 0.1 912 126 0.0 Operating loss (89,282) (2.8) (317,523) (12.0) (250,632) (34,336) (7.6) Interest expenses (5,716) (0.2) (1,424) (0.1) (5,624) (770) (0.2) Interest income 12,860 0.4 35,492 1.3 37,090 5,081 1.1 Investment income 10,918 0.3 1,426 0.1 2,359 323 0.1 Loss before income taxes (71,220) (2.2) (282,029) (10.6) (216,807) (29,702) (6.6) Income tax benefit 21,757 0.7 10,193 0.4 23,606 3,234 0.7 Net loss (49,463) (1.6) (271,836) (10.3) (193,201) (26,468) (5.9) (1) Share-based compensation expenses are allocated in cost of revenues and operating expenses items as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB RMB RMB US$ ​ ​ (in thousands) Cost of revenues 1,225 1,238 751 103 Selling and marketing expenses 15,433 9,992 7,110 974 Research and development expenses 22,362 21,654 7,325 1,004 General and administrative expenses 19,199 14,775 9,047 1,239 Total 58,219 47,659 24,233 3,320 ​ Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Revenues Our revenues increased by 24.0% from RMB2,651.8 million in 2023 to RMB3,288.3 million (US$450.5 million) in 2024, which was primarily due to an increase in e-scooter sales volume.
Year-to-year comparisons of historical results of operations should not be relied upon as indicative of future performance. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ ​ % ​ ​ (in thousands except for percentage data) Revenues 2,651,758 100.0 3,288,296 100.0 4,307,865 616,017 100.0 Cost of revenues (1) (2,081,011) (78.5) (2,789,533) (84.8) (3,464,294) (495,388) (80.4) Gross profit 570,747 21.5 498,763 15.2 843,571 120,629 19.6 Operating expenses ​ ​ ​ ​ ​ ​ ​ Selling and marketing expenses (495,735) (18.7) (489,578) (14.9) (675,769) (96,634) (15.7) Research and development expenses (150,986) (5.7) (130,111) (4.0) (166,452) (23,802) (3.9) General and administrative expenses (244,518) (9.2) (130,618) (3.9) (90,964) (13,008) (2.1) Total operating expenses (1) (891,239) (33.6) (750,307) (22.8) (933,185) (133,444) (21.7) Government grants 2,969 0.1 912 0.0 1,367 196 0.1 Operating loss (317,523) (12.0) (250,632) (7.6) (88,247) (12,619) (2.0) Interest expenses (1,424) (0.1) (5,624) (0.2) (6,130) (877) (0.1) Interest income 35,492 1.3 37,090 1.1 26,464 3,784 0.6 Investment income 1,426 0.1 2,359 0.1 5,544 793 0.1 Loss before income taxes (282,029) (10.7) (216,807) (6.6) (62,369) (8,919) (1.4) Income tax benefit 10,193 0.4 23,606 0.7 22,983 3,287 0.5 Net loss (271,836) (10.3) (193,201) (5.9) (39,386) (5,632) (0.9) (1) Share-based compensation expenses are allocated in cost of revenues and operating expenses items as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ (in thousands) Cost of revenues 1,238 751 858 123 Selling and marketing expenses 9,992 7,110 5,396 772 Research and development expenses 21,654 7,325 9,890 1,414 General and administrative expenses 14,775 9,047 11,587 1,657 Total 47,659 24,233 27,731 3,966 ​ 98 Table of Contents Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Revenues Our revenues increased by 31.0% from RMB3,288.3 million in 2024 to RMB4,307.9 million (US$616.0 million) in 2025, which was primarily driven by the increased sales volume of e-scooters.
The revenues per e-scooter decreased from RMB3,735.9 in 2023 to RMB3,557.5 (US$487.4) in 2024, mainly due to the increased sales volume of kick-scooters in international markets, which generally have a lower sales price. 97 Table of Contents The revenues from accessory and spare parts sales increased from RMB197.6 million in 2023 to RMB241.7 million (US$33.1 million) in 2024, mainly attributable to increase in the sales volume of e-scooters in domestic market, which usually correlates with purchases of accessories and spare parts.
The revenues from accessory and spare parts sales increased from RMB197.6 million in 2023 to RMB241.7 million in 2024, mainly attributable to increase in the sales volume of e-scooters in domestic market, which usually correlates with purchases of accessories and spare parts.
This strategy, alongside the launch of several new products, enabled us to return to a growth trajectory in 2024. Although we still face uncertainties and pressures, we expect that our domestic sales will further expand in 2025, driven by the introduction of innovative new products.
While we still face uncertainties and pressures, we expect that our domestic sales will further expand in 2026, driven by the continual introduction of innovative new products.
Our gross margin remained stable at 21.1% and 21.5% in 2022 and 2023, respectively, but decreased to 15.2% in 2024 due to general economic conditions and intense market competition.
Our gross margin decreased from 21.5% in 2023 to 15.2% in 2024 due to general economic conditions and intense market competition, but increased to 19.6% in 2025 due to our enhanced product portfolios and cost-reduction initiatives.
The increase in inventories and prepayments and other current assets was primarily due to the growth of our business and operation. 102 Table of Contents Investing activities Net cash used in investing activities in 2024 was RMB292.4 million (US$40.1 million), consisting primarily of cash paid for purchases of term deposits, short-term investments, and property, plant and equipment, partially offset by cash received from sale of short-term investments and withdrawal from term deposits.
Investing activities Net cash used in investing activities in 2025 was RMB90.6 million (US$13.0 million), consisting primarily of cash paid for purchases of term deposits, short-term investments, and property, plant and equipment, partially offset by cash received from sale of short-term investments and withdrawal from term deposits.
As of December 31, 2024, the total outstanding borrowings under these loan facility agreements were RMB200,000,000 and we provided cash collateral in the form of a US dollar deposit equivalent to RMB215,652,000 held with the bank. ● In January and July 2024, we entered into two six-month revolving loan facility agreements with a commercial bank in mainland China, pursuant to which we were entitled to borrow notes payable of up to RMB50,000,000 each.
As of December 31, 2025, total outstanding borrowings under these loan facility agreements were RMB200 million, secured by a U.S. dollar deposit equivalent to RMB210.9 million placed with the bank. ● In January 2024, we entered into a six-month revolving loan facility agreement with a commercial bank in mainland China, which was extended to mature in January 2025.
We sell proprietary accessories and spare parts to be installed on or used with our e-scooters, such as rear storage boxes and front baskets. We also offer NIU-branded accessories and general merchandise, such as decorative car plates, rear box, helmet and apparel. Service revenues.
We treat distributors and business partners offline and individual consumers online as our customers. Accessories and spare parts sales. We sell proprietary accessories and spare parts to be installed on or used with our e-scooters, such as rear storage boxes and front baskets.
Selling and marketing expenses Our selling and marketing expenses decreased by 1.2% from RMB495.7 million in 2023 to RMB489.6 million (US$67.1 million) in 2024.
Selling and marketing expenses Our selling and marketing expenses increased by 38.0% from RMB489.6 million in 2024 to RMB675.8 million (US$96.6 million) in 2025.
Net cash used in operating activities in 2022 was RMB121.9 million, as compared to net loss of RMB49.5 million. The difference between net cash used in operating activities and net loss was attributable to adjustments for certain non-cash expenses and net changes in working capital.
The difference between net cash provided by operating activities and net loss was attributable to adjustments for certain non-cash expenses and net changes in working capital. Adjustments for non-cash expenses consisted principally of depreciation and amortization expenses of RMB111.0 million (US$15.9 million) and write-downs of inventories of RMB89.2 million (US$12.8 million).
Our research and development expenses as a percentage of our revenues slightly increased from 5.6% in 2022 to 5.7% in 2023. General and administrative expenses Our general and administrative expenses increased by 54.3% from RMB158.5 million in 2022 to RMB244.5 million in 2023.
Our research and development expenses as a percentage of our revenues slightly decreased from 4.0% in 2024 to 3.9% in 2025. 99 Table of Contents General and administrative expenses Our general and administrative expenses decreased by 30.4% from RMB130.6 million in 2024 to RMB91.0 million (US$13.0 million) in 2025.
Net loss As a result of the foregoing, we were in a net loss of RMB271.8 million in 2023, compared to a net loss of RMB49.5 million in 2022. B.
Net loss As a result of the foregoing, we recorded a net loss of RMB39.4 million (US$5.6 million) in 2025, compared to RMB193.2 million in 2024.
The cost per e-scooter, defined as cost of revenues divided by the number of e-scooters sold in a specified period, decreased from RMB3,005.0 in 2022 to RMB2,931.8 in 2023, which was primarily due to lower freight cost for overseas sales.
The cost per e-scooter, defined as cost of revenues divided by the number of e-scooters sold in a specified period, decreased from RMB3,018 in 2024 to RMB2,906 (US$416) in 2025, which was primarily attributable to our cost-reduction initiatives. Gross profit We generated a gross profit of RMB843.6 million (US$120.6 million) in 2025, compared to RMB498.8 million in 2024.

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Item 6. [Reserved]

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

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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.
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. D.
The nominating and corporate governance committee will be responsible for, among other things: ● selecting and recommending to the board nominees for election by the shareholders or appointment by the board; 108 Table of Contents ● reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; ● making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and ● advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.
The nominating and corporate governance committee will be responsible for, among other things: ● selecting and recommending to the board nominees for election by the shareholders or appointment by the board; ● reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; ● making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and ● advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.
Share Ownership Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our ordinary shares as of February 28, 2025 by: ● each of our directors and executive officers; and ● each of our principal shareholders who beneficially own more than 5% of our total outstanding shares on an as-converted basis.
Share Ownership Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our ordinary shares as of February 28, 2026 by: ● each of our directors and executive officers; and ● each of our principal shareholders who beneficially own more than 5% of our total outstanding shares on an as-converted basis.
The 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.
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; 109 Table of Contents ● 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.
Our officers are appointed by and serve at the discretion of the board of directors, and may be removed by our board of directors. ​ 109 Table of Contents Employment Agreements and Indemnification Agreements We have entered into employment agreements with each of our executive officers.
Our officers are appointed by and serve at the discretion of the board of directors, and may be removed by our board of directors. ​ 111 Table of Contents Employment Agreements and Indemnification Agreements We have entered into employment agreements with each of our executive officers.
Options that are vested and exercisable will terminate if they are not exercised prior to the time as the plan administrator determines at the time of grant. However, the maximum exercisable term is ten years from the date of grant. 106 Table of Contents Transfer Restrictions.
Options that are vested and exercisable will terminate if they are not exercised prior to the time as the plan administrator determines at the time of grant. However, the maximum exercisable term is ten years from the date of grant. Transfer Restrictions.
The 2018 plan permits the awards of options, restricted shares, restricted share units or other types of awards approved by the board of directors or a committee of one or more members of the board of directors. Plan Administration. Our board of directors or a committee appointed by the board of directors will administer the plan.
The 2018 plan permits the awards of options, restricted shares, restricted share units or other types of awards approved by the board of directors or a committee of one or more members of the board of directors. 107 Table of Contents Plan Administration. Our board of directors or a committee appointed by the board of directors will administer the plan.
See “Item 10.B. Additional Information—Memorandum and Articles of Association” for a more detailed description of our Class A ordinary shares and Class B ordinary shares. F. Disclosure of Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable.
Additional Information—Memorandum and Articles of Association” for a more detailed description of our Class A ordinary shares and Class B ordinary shares. F. Disclosure of Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable.
Represents (i) 210,000 Class A ordinary shares held in the form of ADSs held by Dr. Yan Li in the brokerage account of the administrator of our employee stock option program, (ii) 620,000 Class A ordinary shares issuable to Dr.
Represents (i) 585,000 Class A ordinary shares held in the form of ADSs held by Dr. Yan Li in the brokerage account of the administrator of our employee stock option program, (ii) 930,000 Class A ordinary shares issuable to Dr.
C. Board Practices Board of Directors Our board of directors consists of six directors. A director is not required to hold any shares in our company by way of qualification.
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 by way of qualification.
Our board of directors has approved annual increases of 2,305,212, 2,313,923 and 2,326,755 ordinary shares for the years ended December 31, 2022, 2023 and 2024, representing 1.5% of total issued and outstanding shares as of December 31, 2021, 2022 and 2023, respectively, pursuant to the 2018 Plan.
Our board of directors has approved annual increases of 2,313,923, 2,326,755 and 2,337,681 ordinary shares for the years ended December 31, 2023, 2024 and 2025, representing 1.5% of total issued and outstanding shares as of December 31, 2022, 2023, and 2024, respectively, pursuant to the 2018 Plan.
As of December 31, 2024, options to purchase 1,140,400 ordinary shares and nil restricted share units had been granted and were outstanding under the Amended and Restated 2016 Plan, excluding options or restricted share units that were forfeited or canceled after the relevant grant dates.
As of December 31, 2025, options to purchase 1,025,040 ordinary shares and nil restricted share units had been granted and were outstanding under the Amended and Restated 2016 Plan, excluding options or restricted share units that were forfeited or canceled after the relevant grant dates.
None of our non-executive directors has a service contract with us that provides for benefits upon termination of service. 107 Table of Contents Committees of the Board of Directors We have established three committees under the board of directors: an audit committee, a compensation committee and a nominating and corporate governance committee.
None of our non-executive directors has a service contract with us that provides for benefits upon termination of service. Committees of the Board of Directors We have established three committees under the board of directors: an audit committee, a compensation committee and a nominating and corporate governance committee. We have adopted a charter for each of the three committees.
Compensation Committee. Our compensation committee consists of Mr. John Jinshu Zhang and Mr. Julian Juul Wolhardt. Mr. John Jinshu Zhang is the chairman of our compensation committee. We have determined that Mr. John Jinshu Zhang and Mr. Julian Juul Wolhardt satisfy the “independence” requirements of Rule 5605 of the Nasdaq Stock Market Rules.
Compensation Committee. Our compensation committee consists of Mr. John Jinshu Zhang and Mr. Changqing Ye. Mr. John Jinshu Zhang is the chairman of our compensation committee. We have determined that Mr. John Jinshu Zhang and Mr. Changqing Ye satisfy the “independence” requirements of Rule 5605 of the Nasdaq Stock Market Rules.
As of December 31, 2024, options to purchase 2,612,928 ordinary shares and 2,753,342 restricted share units had been granted and were outstanding under the 2018 Plan, excluding options or restricted share units that were forfeited or canceled after the relevant grant dates.
As of December 31, 2025, options to purchase 2,612,928 ordinary shares and 7,670,528 restricted share units had been granted and were outstanding under the 2018 Plan, excluding options or restricted share units that were forfeited or canceled after the relevant grant dates.
We have adopted a charter for each of the three committees. Each committee’s members and functions are described below. Audit Committee. Our audit committee consists of Mr. Changqing Ye, Mr. John Jinshu Zhang and Mr. Mei-Wei Cheng. Mr. Changqing Ye is the chairman of our audit committee. We have determined that Mr. Changqing Ye, Mr. John Jinshu Zhang and Mr.
Each committee’s members and functions are described below. Audit Committee. Our audit committee consists of Mr. Changqing Ye, Mr. John Jinshu Zhang and Mr. Mei-Wei Cheng. Mr. Changqing Ye is the chairman of our audit committee. We have determined that Mr. Changqing Ye, Mr. John Jinshu Zhang and Mr.
He currently also serves as an independent director of Baozun Inc., a company listed on Nasdaq, Ascentage Pharma Group International, a company listed on the Hong Kong Stock Exchange, Jinxin Fertility Group Limited, a company listed on the Hong Kong Stock Exchange, Hygeia Healthcare Holdings Limited, a company listed on the Hong Kong Stock Exchange, VNET Group Inc., a company listed on Nasdaq, and NWTN Inc., a company listed on Nasdaq.
He currently also serves as an independent director of Baozun Inc., a company listed on Nasdaq and on the Hong Kong Stock Exchange, Ascentage Pharma Group International, a company listed on the Hong Kong Stock Exchange and on Nasdaq, Jinxin Fertility Group Limited, a company listed on the Hong Kong Stock Exchange, Hygeia Healthcare Holdings Limited, a company listed on the Hong Kong Stock Exchange, and East Nova Holding Co., Ltd., a company listed on the Hong Kong Stock Exchange.
Compensation In 2024, we paid an aggregate of approximately RMB3.91 million (US$0.54 million) in cash to our executive officers, and approximately RMB1.09 million (US$0.15 million) in cash to our non-executive directors. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers.
Compensation In 2025, we paid an aggregate of approximately RMB3.97 million (US$0.57 million) in cash to our executive officers, and approximately RMB1.05 million (US$0.15 million) in cash to our non-executive directors. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers.
Employees As of December 31, 2024, we had 642 full-time employees. We had a total of 641 employees as of December 31, 2022 and 550 employees as of December 31, 2023, respectively.
Employees As of December 31, 2025, we had 671 full-time employees. We had a total of 550 employees as of December 31, 2023 and 642 employees as of December 31, 2024, respectively.
The functions and powers of our board of directors include, among others: ● convening shareholders’ annual and extraordinary general meetings and reporting its work to shareholders at such meetings; ● declaring dividends and distributions; ● appointing officers and determining the term of office of the officers; ● exercising the borrowing powers of our company and mortgaging the property of our company; and ● approving the transfer of shares in our company, including the registration of such shares in our share register.
The functions and powers of our board of directors include, among others: ● convening shareholders’ annual and extraordinary general meetings and reporting its work to shareholders at such meetings; ● declaring dividends and distributions; ● appointing officers and determining the term of office of the officers; ● exercising the borrowing powers of our company and mortgaging the property of our company; and ● approving the transfer of shares in our company, including the registration of such shares in our share register. 110 Table of Contents Terms of Directors and Officers Our directors may be appointed by an ordinary resolution of our shareholders.
Bull Group Limited is wholly owned by BULL TRUST, which has Mr. Yi’nan Li as the beneficiary and is administered by an independent trustee and initially by three individual protectors unrelated to Mr. Li.
Glory Achievement Fund Limited is wholly owned by Bull Group Limited, a Cayman Islands company. Bull Group Limited is wholly owned by BULL TRUST, which has Mr. Yi’nan Li as the beneficiary and is administered by an independent trustee and initially by three individual protectors unrelated to Mr. Li.
Cheng held several executive positions at General Electric Corporation and AT&T. Mr. Cheng received a bachelor’s degree in industrial engineering/operations research from Cornell University in 1972 and an MBA from Rutgers University in 1999. Mr. Julian Juul Wolhardt has served as our director since October 2018. Mr. Wolhardt is currently chief executive officer of DCP Advisors Limited.
Cheng held several executive positions at General Electric Corporation and AT&T. Mr. Cheng received a bachelor’s degree in industrial engineering/operations research from Cornell University in 1972 and an MBA from Rutgers University in 1999. Mr. John Jinshu Zhang has served as our director since October 2018. Mr. Zhang is currently general counsel of Blue California.
Zhou started her career as an auditor at PricewaterhouseCoopers Zhong Tian in 2006. Ms. Zhou received a bachelor’s degree in Financial Management from the University of International Business and Economics in 2006 and an Executive MBA from HEC Paris in 2016. Ms. Zhou is a member of the American Institute of Certified Public Accountants and a Chartered Global Management Accountant.
Zhou started her career as an auditor at PricewaterhouseCoopers Zhong Tian in 2006. Ms. Zhou received a bachelor’s degree in Financial Management from the University of International Business and Economics in 2006, an Executive MBA from HEC Paris in 2016, and another Executive MBA from Tsinghua University in 2024. Ms.
These shares, however, are not included in the computation of the percentage ownership of any other person. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares Beneficially Owned ​ ​ ​ % of % of ​ ​ Class A ​ Class B ​ total ​ aggregate ​ ​ ordinary ​ ordinary ​ ordinary ​ voting ​ ​ shares ​ shares ​ shares ​ power *** Directors and Executive Officers**: Yan Li (1) 830,000 6,615,000 4.8 ​ 13.3 Fion Wenjuan Zhou * — * * Changqing Ye — — — — Mei-Wei Cheng * — * * Julian Juul Wolhardt * — * * John Jinshu Zhang * — * * All Directors and Executive Officers as a Group 1,077,000 6,615,000 4.9 ​ 13.4 Principal Shareholders: Glory Achievement Fund Limited (2) 49,321,935 — 31.6 ​ 24.0 Niu Holding Inc.
These shares, however, are not included in the computation of the percentage ownership of any other person. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares Beneficially Owned ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % of ​ ​ ​ % of ​ ​ Class A ​ Class B ​ total ​ aggregate ​ ​ ordinary ​ ordinary ​ ordinary ​ voting ​ ​ shares ​ shares ​ shares ​ power ** Directors and Executive Officers*: ​ ​ ​ ​ Yan Li (1) 1,515,000 6,615,000 5.2 ​ 13.8 Fion Wenjuan Zhou (2) 328,568 — 0.2 0.2 Changqing Ye (3) 100,000 — 0.1 0.0 Mei-Wei Cheng (4) 40,000 — 0.0 0.0 John Jinshu Zhang (5) 108,000 — 0.1 0.1 All Directors and Executive Officers as a Group 2,091,568 6,615,000 5.6 ​ 14.1 Principal Shareholders: ​ ​ ​ ​ Glory Achievement Fund Limited (6) 60,243,535 — 38.4 ​ 29.7 Niu Holding Inc.
Our success depends on our ability to attract, retain and motivate qualified employees that share our values and vision. We offer employees competitive salaries, which are potentially adjusted twice a year based on the employee’s performance. We believe that we maintain a good working relationship with our employees.
We offer employees competitive salaries, which are potentially adjusted twice a year based on the employee’s performance. We believe that we maintain a good working relationship with our employees.
Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares are entitled to one vote per share, while holders of Class B ordinary shares are entitled to four votes per share.
Holders of Class A ordinary shares are entitled to one vote per share, while holders of Class B ordinary shares are entitled to four votes per share. Holders of Class A and Class B ordinary shares vote together as one class on all matters subject to a shareholders’ vote.
Directors and Executive Officers Age Position/Title Yan Li 46 Chairman of the Board of Directors and Chief Executive Officer Fion Wenjuan Zhou 41 Director and Chief Financial Officer Changqing Ye 54 Independent Director Mei-Wei Cheng 75 Independent Director Julian Juul Wolhardt 51 Independent Director John Jinshu Zhang 65 Independent Director ​ 104 Table of Contents Dr.
Directors and Executive Officers ​ ​ ​ Age ​ ​ ​ Position/Title Yan Li 47 Chairman of the Board of Directors and Chief Executive Officer Fion Wenjuan Zhou 42 Director and Chief Financial Officer Changqing Ye 55 Independent Director Mei-Wei Cheng ‌ 76 Independent Director John Jinshu Zhang 66 Independent Director ​ Dr.
Represents 9,927,020 Class B ordinary shares held by Niu Holding Inc., a BVI business company, which is 82.7% owned by LUCK GENIE HOLDINGS LIMITED, a BVI business company, and 17.3% owned by WEALTH ERUPT HOLDINGS LIMITED, a BVI business company. LUCK GENIE HOLDINGS LIMITED is wholly owned by Legend Champ Investment Limited, a BVI business company.
Represents 8,607,020 Class B ordinary shares held by Niu Holding Inc., a BVI business company, which is wholly owned by LUCK GENIE HOLDINGS LIMITED, a BVI business company. LUCK GENIE HOLDINGS LIMITED is wholly owned by Legend Champ Investment Limited, a BVI business company. Legend Champ Investment Limited is wholly owned by Token Who Cares Trust.
The registered address of Niu Holding Inc. is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands VG1110.
The settlor and beneficiary of Token Who Cares Trust is Mr. Token Yilin Hu, who is our former director. The registered address of Niu Holding Inc. is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands VG1110.
The following table summarizes, as of December 31, 2024, the restricted share units granted and outstanding under the Amended and Restated 2016 Plan and the 2018 Plan to our directors and executive officers and our other employees, excluding restricted share units that were forfeited or canceled after the relevant grant dates. ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares ​ ​ ​ ​ Underlying ​ ​ ​ ​ ​ ​ Restricted Share ​ ​ ​ Date of Name ​ Units ​ Date of Grant ​ Expiration Fion Wenjuan Zhou ​ * ​ March 15, 2022 ​ March 14, 2032 Changqing Ye ​ * ​ October 19, 2024 ​ October 18, 2034 Mei-Wei Cheng * October 19, 2024 October 18, 2034 Julian Juul Wolhardt ​ * ​ October 19, 2024 ​ October 18, 2034 John Jinshu Zhang * October 19, 2024 October 18, 2034 Other employees 2,253,342 February 1, 2019 ~ December 5, 2024 January 31, 2029 ~ December 4, 2034 * Less than 1% of our total ordinary shares outstanding as of December 31, 2024.
The following table summarizes, as of December 31, 2025, the options granted and outstanding under the Amended and Restated 2016 Plan and the 2018 Plan to our directors and executive officers and our other employees, excluding options that were forfeited or canceled after the relevant grant dates. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares ​ ​ ​ Exercise ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Underlying ​ Price ​ ​ ​ Date of Name ​ Options ​ (US$/Share) ​ Date of Grant ​ Expiration Yan Li 930,000 3.425 August 1, 2019 July 31, 2029 Other employees 2,707,968 0.2 and 3.425 February 1, 2016~ August 1, 2019 January 31, 2026~ July 31, 2029 ​ The following table summarizes, as of December 31, 2025, the restricted share units granted and outstanding under the Amended and Restated 2016 Plan and the 2018 Plan to our directors and executive officers and our other employees, excluding restricted share units that were forfeited or canceled after the relevant grant dates. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Underlying ​ ​ ​ ​ ​ ​ Restricted Share ​ ​ ​ Date of Name ​ Units ​ Date of Grant ​ Expiration Yan Li ​ 1,500,000 ​ January 10, 2025 ​ — Fion Wenjuan Zhou ​ 90,000 ​ March 15, 2022 ​ — ​ ​ 300,000 ​ January 10, 2025 ​ — Changqing Ye 40,000 October 19, 2024 — Mei-Wei Cheng ​ 40,000 ​ October 19, 2024 ​ — John Jinshu Zhang 40,000 October 19, 2024 — Other employees 5,660,528 March 15, 2022 ~ July 2, 2025 — ​ 108 Table of Contents C.
Yan Li upon exercise of share options within 60 days of February 28, 2025, and (iii) 6,615,000 Class B ordinary shares held by ELLY Holdings Limited, a BVI business company. ELLY Holdings Limited is wholly owned by Dr. Yan Li.
Yan Li upon exercise of share options within 60 days of February 28, 2026, and (iii) 6,615,000 Class B ordinary shares held by ELLY Holdings Limited. ELLY Holdings Limited is a company incorporated in the British Virgin Islands, with 38.41% of its interest held directly by Dr.
The following table sets forth the numbers of our employees categorized by function as of December 31, 2024. ​ ​ ​ ​ ​ ​ ​ % of Total Function Number Employees Sales and marketing 294 45.8 Research and Development 161 25.1 Supply chain management and general administration 187 29.1 Total number of employees 642 100.0 ​ A substantial majority of the personnel in our manufacturing facility, mainly the personnel working on the assembly and production lines, are outsourced from third parties, and are not our employees.
The following table sets forth the numbers of our employees categorized by function as of December 31, 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % of Total Function ​ ​ ​ Number ​ ​ ​ Employees Sales and marketing 294 43.8 Research and development 230 34.3 Supply chain management and general administration 147 21.9 Total number of employees 671 100.0 ​ A substantial majority of the personnel in our manufacturing facility, mainly the personnel working on the assembly and production lines, are outsourced from third parties, and are not our employees. 112 Table of Contents Our success depends on our ability to attract, retain and motivate qualified employees that share our values and vision.
The calculations in the table below are based on 155,927,944 ordinary shares, consisting of 139,385,924 Class A ordinary shares and 16,542,020 Class B ordinary shares, as of February 28, 2025. ​ 111 Table of Contents Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
The calculations in the table below are based on 156,872,176 ordinary shares, consisting of 141,650,156 Class A ordinary shares and 15,222,020 Class B ordinary shares, as of February 28, 2026. ​ 113 Table of Contents Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
The registered address of ELLY Holdings Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands VG1110. (2). Represents 49,321,935 Class A ordinary shares held by Glory Achievement Fund Limited, a Cayman Islands company. Glory Achievement Fund Limited is wholly owned by Bull Group Limited, a Cayman Islands company.
The registered address of ELLY Holdings Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands VG1110. (2). Represents (i) 238,568 Class A ordinary shares held in the form of ADSs held by Ms.
Mei-Wei Cheng has served as our director since October 2018. Mr. Cheng serves as a director of LEAR Corporation, and served as non-executive chairman of the board of directors of HCP Packaging and INTERPLEX Holdings, both portfolio companies of Baring Private Equity Asia. Mr.
Cheng currently also serves as a director and senior advisor to the CEO of IndiGO Tech company. He previously served as a director of LEAR Corporation, and served as non-executive chairman of the board of directors of HCP Packaging and INTERPLEX Holdings, both portfolio companies of Baring Private Equity Asia. Mr.
Holders of Class A and Class B ordinary shares vote together as one class on all matters subject to a shareholders’ vote. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance.
Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance. See “Item 10.B.
Changqing Ye is Flat B, 36/F, Harbour Green, 8 Sham Mong Road, Tai Kok Tsui, Kowloon, Hong Kong. The business address of Mr. Mei-Wei Cheng is 1202 Building 10, Green Court, 777 Biyun Road, Pudong, Shanghai, 201206, People’s Republic of China. The business address of Mr.
The business address of Mr. Mei-Wei Cheng is 1202 Building 10, Green Court, 777 Biyun Road, Pudong, Shanghai, 201206, People’s Republic of China. The business address of Mr.
One of these record holders is Citibank, N.A., the depositary of our ADS program. None of our outstanding Class B ordinary shares were held by record holders in the United States as of February 28, 2025.
To our knowledge, as of February 28, 2026, a total of 105,865,280 Class A ordinary shares were held by three record holders in the United States, representing approximately 67.5% of our total outstanding shares on an as-converted basis. One of these record holders is Citibank, N.A., the depositary of our ADS program.
The above information is based on the Schedule 13G jointly filed by (i) Glory Achievement Fund Limited, (ii) Bull Group Limited and (iii) BULL TRUST on December 7, 2023, and assumes that Glory Achievement Fund Limited’s shareholding has not change since December 7, 2023. (3).
Box 2075, George Town, Grand Cayman KY1-1105, Cayman Islands. The above information is based on the Schedule 13D/A jointly filed by (i) Glory Achievement Fund Limited, (ii) Bull Group Limited and (iii) BULL TRUST on March 12, 2026, and assumes that Glory Achievement Fund Limited’s shareholding has not change since March 12, 2026. 114 Table of Contents (7).
From October 2018 to September 2022, he served as an independent director of Luzhou Bank, a company listed on the Hong Kong Stock Exchange. From February 2011 to December 2015, Mr. Ye served as an investment committee member and then group chief financial officer and managing director of CITIC PE Group. Prior to that, Mr.
He previously served as an independent director of VNET Group Inc., a company listed on Nasdaq, NWTN Inc., a company listed on Nasdaq, and Luzhou Bank, a company listed on the Hong Kong Stock Exchange. From February 2011 to December 2015, Mr.
The above information is based on the Schedule 13G/A jointly filed by (i) Niu Holding Inc., (ii) LUCK GENIE HOLDINGS LIMITED, (iii) Legend Champ Investment Limited, (iv) Token Who Cares Trust and (v) Token Yilin Hu on February 9, 2023, and assumes that Niu Holding Inc.’s shareholding has not changed since December 31, 2022. 112 Table of Contents To our knowledge, as of February 28, 2025, a total of 101,545,280 Class A ordinary shares were held by three record holders in the United States, representing approximately 65.1% of our total outstanding shares on an as-converted basis.
The above information is based on the Schedule 13G/A jointly filed by (i) Niu Holding Inc., (ii) LUCK GENIE HOLDINGS LIMITED, (iii) Legend Champ Investment Limited, (iv) Token Who Cares Trust and (v) Token Yilin Hu on February 9, 2023, as well as our knowledge to Niu Holding Inc.’s latest shareholding as of February 28, 2026.
Ye worked at PricewaterhouseCoopers’ China and UK offices from July 1992 to January 2011. Mr. Ye received his bachelor’s degree in journalism from Huazhong University of Science and Technology in China in 1992 and an MBA from Warwick University in 1999. Mr. Ye is a certified public accountant in China. Mr.
Ye received his bachelor’s degree in journalism from Huazhong University of Science and Technology in China in 1992 and an MBA from Warwick University in 1999. Mr. Ye is a certified public accountant in China. 106 Table of Contents Mr. Mei-Wei Cheng has served as our director since October 2018. Mr.
Zhang worked as an associate of Jones Day LLP and Graham & James, LLP from November 1993 to November 1999. Mr.
From October 2000 to May 2021, Mr. Zhang was a partner at Dentons LLP, Edwards Wildman LLP, Reed Smith LLP, and Greenberg Traurig, LLP successively. Mr. Zhang worked as an associate of Jones Day LLP and Graham & James, LLP from November 1993 to November 1999. Mr.
The number of beneficial owners of our ADSs in the United States is likely to be much larger than the number of record holders of our ordinary shares in the United States. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares.
(3) — 9,927,020 6.4 ​ 19.3 * Less than 1% of our total ordinary shares outstanding as of February 28, 2025. ** The business address of Yan Li, and Fion Wenjuan Zhou is Building C, Rongxin Technology Center, No. 34 Chuangyuan Road, Chaoyang District, Beijing 100020, People’s Republic of China. The business address of Mr.
(7) — 8,607,020 5.5 ​ 17.0 Notes: * The business address of Yan Li and Fion Wenjuan Zhou is 23/F, Building C, Rongxin Technology Center, No. 34 Chuangyuan Road, Chaoyang District, Beijing 100020, People’s Republic of China. The business address of Mr. Changqing Ye is Flat B, 36/F, Harbour Green, 8 Sham Mong Road, Tai Kok Tsui, Kowloon, Hong Kong.
Mr. Changqing Ye has served as our director since October 2018.
Zhou is a member of the American Institute of Certified Public Accountants and a Chartered Global Management Accountant. Mr. Changqing Ye has served as our director since October 2018.
Removed
From August 2006 to December 2016, Mr. Wolhardt was a partner focused on Greater China at KKR Asia Limited. Prior to joining KKR Asia Limited, Mr. Wolhardt served as executive director at Morgan Stanley Private Equity Asia from 1998 to 2006. Mr.
Added
Ye served as an investment committee member and then group chief financial officer and managing director of CITIC PE Group. Prior to that, Mr. Ye worked at PricewaterhouseCoopers’ China and UK offices from July 1992 to January 2011. Mr.
Removed
Wolhardt was an analyst at Lazard Freres & Co from 1996 to 1997 and worked at Coopers & Lybrand from 1995 to 1996. Mr. Wolhardt received his bachelor’s degree in accounting from the University of Illinois (Urbana-Champaign) in 1995. Mr. Wolhardt is a certified public accountant and certified management accountant in the U.S. 105 Table of Contents Mr.
Added
Yan Li, 30.65% of its interest held by Yearly Holdings Limited, a trust vehicle established by Dr. Yan Li, and the remaining 30.94% of its interest held by Anelly Holdings Limited, a trust vehicle established by Dr. Yan Li’s spouse. ELLY Holdings Limited is beneficially and wholly owned by Dr. Yan Li and his spouse.
Removed
John Jinshu Zhang has served as our director since October 2018. Mr. Zhang is currently general counsel of Blue California. From October 2000 to May 2021, Mr. Zhang was a partner at Dentons LLP, Edwards Wildman LLP, Reed Smith LLP, and Greenberg Traurig, LLP successively. Mr.
Added
Fion Wenjuan Zhou in the brokerage account of the administrator of our employee stock option program, and (ii) 90,000 Class A ordinary shares issuable to Ms. Fion Wenjuan Zhou upon vesting of restricted share units within 60 days of February 28, 2026. (3). Represents 100,000 Class A ordinary shares held in the form of ADSs held by Mr.
Removed
The following table summarizes, as of December 31, 2024, the options granted and outstanding under the Amended and Restated 2016 Plan and the 2018 Plan to our directors and executive officers and our other employees, excluding options that were forfeited or canceled after the relevant grant dates. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares Exercise ​ ​ ​ ​ Underlying ​ Price ​ ​ ​ Date of Name ​ Options ​ (US$/Share) ​ Date of Grant ​ Expiration Yan Li * 3.425 August 1, 2019 July 31, 2029 Other employees 2,823,328 0.2 and 3.425 February 1, 2016~ August 1, 2019 January 31, 2026~ July 31, 2029 * Less than 1% of our total ordinary shares outstanding as of December 31, 2024.
Added
Changqing Ye in the brokerage account of the administrator of our employee stock option program. (4). Represents 40,000 Class A ordinary shares held in the form of ADSs held by Mr. Mei-Wei Cheng in the brokerage account of the administrator of our employee stock option program. (5).
Removed
Terms of Directors and Officers Our directors may be appointed by an ordinary resolution of our shareholders.
Added
Represents 108,000 Class A ordinary shares held in the form of ADSs held by Mr. John Jinshu Zhang in the brokerage account of the administrator of our employee stock option program. (6). Represents 60,243,535 Class A ordinary shares held by Glory Achievement Fund Limited, a Cayman Islands company.
Removed
Board Diversity Matrix ​ ​ ​ Board Diversity Matrix (As of February 28, 2025) Country of Principal Executive Offices PRC Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total Number of Directors 6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Did Not ​ ​ ​ ​ ​ ​ Non- ​ Disclose ​ ​ Female ​ Male ​ Binary ​ Gender Part I: Gender Identity ​ ​ ​ ​ Directors ​ 1 ​ 5 ​ N/A ​ N/A Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 ​ 110 Table of Contents D.
Added
None of our outstanding Class B ordinary shares were held by record holders in the United States as of February 28, 2026. The number of beneficial owners of our ADSs in the United States is likely to be much larger than the number of record holders of our ordinary shares in the United States.
Removed
Julian Juul Wolhardt is 21F, York House, The Landmark, 15 Queen’s Road Central, Hong Kong. The business address of Mr.
Removed
Box 2075, George Town, Grand Cayman KY1-1105, Cayman Islands. The following information is based on the Schedule 13D filed by Glory Achievement Fund Limited, among others, on December 7, 2023.
Removed
Legend Champ Investment Limited is wholly owned by Token Who Cares Trust. The settlor and beneficiary of Token Who Cares Trust is Mr. Token Yilin Hu, our former director and vice president. WEALTH ERUPT HOLDINGS LIMITED is beneficially owned by Mr. Carl Chuankai Liu.

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