What changed in Viomi Technology Co., Ltd's 2024 10-K compared to 2023?

Across the narrative sections we track, Viomi Technology Co., Ltd (VIOT) added 592 paragraphs, removed 1337, and edited 97 between the 2023 and 2024 10-K filings. The biggest movers are Item 4. Mine Safety Disclosures (+357/−392), Item 3. Legal Proceedings (+66/−698), Item 5. Market for Registrant's Common Equity (+116/−196).

What changed in Viomi Technology Co., Ltd's MD&A (Item 7) in 2024?

Item 7 Management's Discussion & Analysis shows 1 new/edited paragraphs and 22 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Did Viomi Technology Co., Ltd's Legal Proceedings (Item 3) change in 2024?

Item 3 shows 66 added/edited paragraphs and 698 removed paragraphs — usually indicating new litigation disclosed or settled cases removed.

Where does this VIOT 10-K diff come from?

The source filings are Viomi Technology Co., Ltd's official 2023 and 2024 Form 20-F annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

Viomi Technology Co., LtdVIOT财报

Nasdaq · 可选消费 · 家用电器

YI Technology, also known as Xiaoyi in Mainland China markets, is a company that manufactures cameras and computer vision technologies. Some of the company's popular camera models include the YI 1080p Home Camera, and the YI Outdoor Security Camera. YI Technology was originally backed and branded by Xiaomi, but in October 2016, YI split off from Xiaomi, dropping the "Xiaomi Yi" branding.

What changed in Viomi Technology Co., Ltd's 20-F — 2023 vs 2024

Top changes in Viomi Technology Co., Ltd's 2024 20-F

592 paragraphs added · 1337 removed · 97 edited across 5 sections

Item 4. Mine Safety Disclosures+357 / −392 · 16 edited
Item 3. Legal Proceedings+66 / −698 · 52 edited
Item 5. Market for Registrant's Common Equity+116 / −196 · 1 edited
Item 6. [Reserved]+52 / −29 · 28 edited
Item 7. Management's Discussion & Analysis+1 / −22

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

52 edited+14 added−646 removed77 unchanged

2023 filing

2024 filing

Currently, we rely on third-party e-commerce platforms such as JD.com, Tmall, Youpin and Pinduoduo, among others, for online sales and order fulfillment of our products and derive a material portion of our online sales revenue therefrom.

Currently, we rely on third-party e-commerce platforms such as JD.com, Pinduoduo, Tmall, and Youpin, among others, for online sales and order fulfillment of our products and derive a material portion of our online sales revenue therefrom.

The PRC regulatory authorities could disallow the VIEs structure, which would likely result in a material adverse change in our operations, and our Class A ordinary shares or our ADSs may decline significantly in value; ● We rely on contractual arrangements with our VIEs and their respective shareholders for substantially all of our business operation, which may not be as effective as direct ownership in providing operational control; and ● Any failure by our VIEs or their shareholders to perform their obligations under our contractual arrangements with them would have a material and adverse effect on our business, financial condition and results of operations.

The PRC regulatory authorities could disallow the VIEs structure, which would likely result in a material adverse change in our operations, and our Class A ordinary shares or our ADSs may decline significantly in value; ● We rely on contractual arrangements with our VIEs and their respective shareholders for substantially all of our business operation, which may not be as effective as direct ownership in providing operational control; and ● Any failure by our VIEs or their shareholders to perform their obligations under our contractual arrangements with them would have an adverse effect on our business, financial condition and results of operations.

If our cooperation with such platforms terminates, deteriorates or becomes more costly, our business and results of operations may be materially and adversely affected; and 19 Table of Contents ● We face risks associated with our network partners and their personnel for our network of Viomi offline experience stores.

Any changes in these laws could cause changes to our business practices and increased cost of operations, and any security breaches and our actual or perceived failure to comply with such laws could result in claims, penalties, damages to our reputation and brand, declines in user growth or engagement or otherwise harm our business; ● We are susceptible to supply shortages and interruptions, long lead times, and price fluctuations for raw materials and components, any of which could disrupt our supply chain and have a material adverse impact on our results of operations; ● We rely on certain contract manufacturers to produce a majority of our products.

In addition, many of our Viomi-branded products are also sold through Xiaomi’s e-commerce platform, www.xiaomiyoupin.com , or Youpin, one of our online sales channels. We sell a wide range of products to Xiaomi, including Xiaomi-branded water purification systems, water purifier filters, range hoods and gas stoves, dishwashers, as well as other complementary products such as kettles, among others.

In addition, many of our Viomi-branded products are also sold through Xiaomi’s e-commerce platform, www.xiaomiyoupin.com , or Youpin, one of our online sales channels. We sell a wide range of products to Xiaomi, including Xiaomi-branded water purification systems, water purifier filters, water heaters, range hoods and gas stoves, as well as other complementary products such as kettles, among others.

If we experience price hike for raw materials, we may not be able to recover these costs through product price increase without comprising customer experience, which would have a negative effect on our financial results. We rely on certain contract manufacturers to produce a majority of our products.

Nonetheless, we still face inherent risks in managing and safeguarding personal data, with our website, Viomi mobile app, e-commerce platform, IoT@Home platform and information systems being potential targets for various cyber threats, such as viruses, malware or phishing attacks.

Nonetheless, we still face inherent risks in managing and safeguarding personal data, with our website, Viomi mobile app, e-commerce platform and information systems being potential targets for various cyber threats, such as viruses, malware or phishing attacks.

Our failure to establish and promote our brand and any damage to our reputation will hinder our growth; ● If we fail to successfully develop and commercialize new products, services and technologies that are well received by consumers in a timely manner, our operating results may be materially and adversely affected; ● Our expansion into new product categories and scenarios and substantial increases in product lines may expose us to new challenges and more risks; ● We operate in the emerging and evolving IoT products market in China, which may develop more slowly or differently than we expect.

Our failure to establish and promote our brand and any damage to our reputation will hinder our growth; ● If we fail to successfully develop and commercialize new products, services and technologies that are well received by consumers in a timely manner, our operating results may be materially and adversely affected; ● Our expansion into new product categories and scenarios and substantial increases in product lines may expose us to new challenges and more risks; ● We operate in the emerging and evolving home water solutions market in China, which may develop more slowly or differently than we expect.

In 2021, 2022 and 2023, primary beneficiaries of VIEs and their subsidiaries did not charge any service fee from our VIEs in China under the exclusive consultation and service agreements. (2) It represents the elimination of the investment in VIEs and subsidiaries by the Company.

In 2022, 2023 and 2024, primary beneficiaries of VIEs and their subsidiaries did not charge any service fee from our VIEs in China under the exclusive consultation and service agreements. (2) It represents the elimination of the investment in VIEs and subsidiaries by the Company.

We may experience service disruptions, customer complaints and reduced sales, and our reputation may be materially and adversely affected if end users of our products are unsatisfied with our network partners’ performance. 27 Table of Contents Our offline experience stores may not be successful due to factors beyond our control, such as underperformance of the stores or adverse market conditions.

We may experience service disruptions, customer complaints and reduced sales, and our reputation may be materially and adversely affected if end users of our products are unsatisfied with our network partners’ performance. Our offline stores may not be successful due to factors beyond our control, such as underperformance of the stores or adverse market conditions.

Regulatory authorities in China have enhanced regulatory requirements related to data security, personal information protection and cybersecurity, many of which are subject to change and uncertain interpretation. These laws continue to develop, and the PRC government may adopt further rules, restrictions and clarifications in the future. See “Item 4. Information on the Company—B.

If the IoT products market does not grow as we expect, or if we cannot expand our products and services to meet consumer demands, our results of operations may be materially and adversely affected; ● If our user engagement ceases to grow or declines, our business and operating results may be materially and adversely affected; ● Our business is subject to complex and evolving Chinese and international laws and regulations, including those regarding data privacy and cybersecurity, many of which are subject to change and uncertain interpretation.

If the home water solutions market does not grow as we expect, or if we cannot expand our products and services to meet consumer demands, our results of operations may be materially and adversely affected; ● If our user engagement ceases to grow or declines, our business and operating results may be materially and adversely affected; ● Our business is subject to complex and evolving Chinese and international laws and regulations, including those regarding data privacy and cybersecurity, many of which are subject to change and uncertain interpretation.

It may be difficult for us to achieve profitability in the new product categories and our profit margin, if any, may be lower than we anticipate, which would adversely affect our overall profitability and results of operations. 23 Table of Contents We operate in the emerging and evolving IoT products market in China, which may develop more slowly or differently than we expect.

It may be difficult for us to achieve profitability in the new product categories and our profit margin, if any, may be lower than we anticipate, which would adversely affect our overall profitability and results of operations. 23 Table of Contents We operate in the emerging and evolving home water solutions market in China, which may develop more slowly or differently than we expect.

Our ability to expand the sales of our IoT products to a broader consumer base depends on several factors, including Chinese consumers’ receptiveness towards and adoption of smart home AI and IoT technology, the market awareness of our brand, the timely introduction and market acceptance of our products and services, the network effects of our offerings, our ability to attract, retain and effectively train sales and marketing personnel, the effectiveness of our marketing programs, our ability to develop effective relationships with distribution partners and expand our network of offline experience stores, the cost and functionality of our products and services, and the success of our competitors.

Our ability to expand the sales of our home water solutions products to a broader consumer base depends on several factors, including Chinese consumers’ receptiveness towards and adoption of smart home water solutions, the market awareness of our brand, the timely introduction and market acceptance of our products and services, the network effects of our offerings, our ability to attract, retain and effectively train sales and marketing personnel, the effectiveness of our marketing programs, our ability to develop effective relationships with distribution partners and expand our network of offline stores, the cost and functionality of our products and services, and the success of our competitors.

We collect basic user information that is necessary to provide the corresponding services, such as phone number and location.

We collect basic user information that is necessary to provide the corresponding services, such as phone number and address.

However, the growth rate may decrease due to uncertainties with respect to China’s economy, disposable income growth, acceptance of IoT technology and products, and pace of development of technologies and other factors, including the growth of the broader home appliances market.

However, the growth rate may decrease due to uncertainties with respect to China’s economy, disposable income growth, acceptance of home water solutions products, and pace of development of technologies and other factors, including the growth of the broader home appliances market.

For example, our contracts with leading e-commerce platforms provides, among others, return or discount clearance of certain slow-moving products and potential payment of various consideration to these platforms including payment for gross margin guarantee on certain products, monthly compensation for promotion and marketing activities, and advertising fees. For more details, please see “Item 5. Operating and Financial Review and Prospects—E.

In addition, pursuant to our business cooperation agreement with Xiaomi, we share with Xiaomi all the user data collected in relation to the respective Xiaomi-branded products. Any leak or abuse of user data by Xiaomi may cause our users to lose trust in us and could expose us to legal claims.

In addition, pursuant to our business cooperation agreement with Xiaomi, we may obtain certain user data from Xiaomi in relation to the respective Xiaomi-branded products. Any leak or abuse of user data by Xiaomi may cause our users to lose trust in us and could expose us to legal claims.

Furthermore, the IoT market is constantly evolving, and it is uncertain whether our products and services will achieve and sustain high levels of demand and market acceptance.

Furthermore, the home water solutions market is constantly evolving, and it is uncertain whether our products and services will achieve and sustain high levels of demand and market acceptance.

The IoT market, together with the broader consumer products and home appliances market, is known for its fast-paced technological advancements, frequent launches of new products and changing industry standards, including the rollout of 5G technology and related ecosystems.

The home water solutions market, together with the broader consumer products and home appliances market, is known for its fast-paced technological advancements, frequent launches of new products and changing industry standards, including the rollout of AI and 5G technologies and related ecosystems.

This could cause delays in shipment of our products, harm our relationships with our customers, network partners and other business partners, and adversely affect our results of operations. Moreover, the market prices for certain raw materials have been volatile.

Our business may be adversely impacted by product defects or other quality issues. Product defects or other quality issues can occur throughout the product development, design and manufacturing processes or as a result of our reliance on third parties for components, raw materials, and manufacturing.

Product defects or other quality issues can occur throughout the product development, design and manufacturing processes or as a result of our reliance on third parties for components, raw materials, and manufacturing.

If we encounter issues with them, our business and results of operations could be materially and adversely affected. We rely on certain contract manufacturers to produce a majority of our products.

If we encounter issues with them, our business and results of operations could be affected. We rely on certain contract manufacturers to produce some of our products.

For example, any failure by our contractual manufacturers or international franchisers to comply with ethical, social, product, labor and environmental laws, regulations or standards, any of their engagement in politically or socially controversial conduct, any of their misconduct in product manufacturing or sales or after-sale services, or any negative publicity about them, may negatively affect the public image of and demands for our products, which could adversely affect our business and results of operations.

Selected Financial Information Related to the VIEs Set forth below are the condensed consolidated schedule showing the financial position as of December 31, 2021, 2022 and 2023, and results of operations and cash flows for the years ended December 31, 2021, 2022 and 2023 for (i) Viomi Technology Co., Ltd, or the Company; (ii) our WFOEs (which are the primary beneficiary of the VIEs) and WFOEs’ subsidiary; (iii) our other equity subsidiaries (excluding our WFOEs and their subsidiary); (iv) the VIEs and their subsidiaries; (v) eliminating adjustments; and (vi) consolidated totals.

Selected Financial Data Selected Financial Information Related to the VIEs Set forth below are the condensed consolidated schedule showing the financial position as of December 31, 2022, 2023 and 2024, and results of operations and cash flows for the years ended December 31, 2022, 2023 and 2024 for (i) Viomi Technology Co., Ltd, or the Company; (ii) our equity subsidiaries and primary beneficiaries of VIEs (our WFOEs) and their subsidiaries; (iii) the VIEs and their subsidiaries; (iv) eliminating adjustments; and (v) consolidated totals.

In addition, if such failure affects our supplies to Xiaomi or other major customers, our relationship with Xiaomi or other such customers may be adversely affected. 26 Table of Contents Furthermore, although our agreements with our contract manufacturers contain provisions imposing confidentiality obligations on them, and we have adopted security protocols to ensure knowhow and technologies for manufacturing our products could not be easily leaked or plagiarized, we cannot guarantee the effectiveness of these efforts and, any leakage or plagiary of our knowhow and technologies could be detrimental to our business prospects and results of operations.

Furthermore, although our agreements with our contract manufacturers contain provisions imposing confidentiality obligations on them, and we have adopted security protocols to ensure knowhow and technologies for manufacturing our products could not be easily leaked or plagiarized, we cannot guarantee the effectiveness of these efforts and, any leakage or plagiary of our knowhow and technologies could be detrimental to our business prospects and results of operations. 26 Table of Contents Our business may be adversely impacted by product defects or other quality issues.

If we are unsuccessful in developing and marketing our IoT products to consumers, or if these consumers do not perceive or value the benefits of our holistic IoT@Home approach, the market for our products and services may not continue to develop or may develop more slowly than we expect, either of which would adversely affect our profitability and growth prospects.

If we are unsuccessful in developing and marketing our home water solutions products to consumers, the market for our products and services may not continue to develop or may develop more slowly than we expect, which would adversely affect our profitability and growth prospects.

We have developed an IoT @Home platform consisting of IoT @Home portfolio products, home water solutions, consumables and small appliances and others. We face intense competition from other smart home solution providers, internet companies, and traditional home appliances companies. We also face regional competition from local brands in the various geographies where our products are sold.

We face intense competition from other smart home water solutions providers, internet companies, and traditional home water solution companies. We also face regional competition from local brands in the various geographies where our products are sold.

Our contract manufacturers may experience disruptions in their manufacturing operations due to equipment breakdowns, labor strikes or shortages, natural disasters, component or material shortages, cost increases, violation of environmental, health or safety laws and regulations, health epidemics, or other problems. For example, the COVID-19 outbreak widely and negatively impacted supply chains in China especially between 2020 and 2022.

However, our control over the network partners may not be as effective as if we directly owned and operated these offline experience stores. Our network partners carry out a significant amount of direct interactions with end users of our products, and their performance directly affects our brand image. However, we do not directly supervise their interactions or services provided.

Our network partners carry out a significant amount of direct interactions with end users of our products, and their performance directly affects our brand image. However, we do not directly supervise their interactions or services provided.

We have established Guangdong Lizi Technology Co., Ltd., or Guangdong Lizi, as a smart water purification system and sweeper robot facility focusing on the research, design, production and supply of smart water purifiers, water purifier filters, and sweeper robots, alongside the supply of some small appliances.

We have established Guangdong Lizi Technology Co., Ltd., or Guangdong Lizi, as a “Water Purifier Gigafactory” focusing on the research, design, production and supply of smart water purifiers, water purifier filters.

Any failure of such partners to perform with regards to quantity, quality or timely supply of products may have a material negative impact on our business and results of operations.

Any failure of such partners to perform with regards to quantity, quality or timely supply of products may have a material negative impact on our business and results of operations. In addition, if such failure affects our supplies to Xiaomi or other major customers, our relationship with Xiaomi or other such customers may be adversely affected.

Xiaomi is our strategic partner and our most important customer. Changes in our relationship with Xiaomi could have a material adverse effect on our operating results. Xiaomi is our strategic partner and our most important customer.

Risks Related to Our Business and Industry Xiaomi is our strategic partner and our most important customer. A significant portion of our revenue derive from sales to Xiaomi. Changes in our relationship with Xiaomi could have a material adverse effect on our operating results. Xiaomi is our strategic partner and our most important customer.

For example, voice- and gesture-control and facial- and image-recognition are important features of our IoT@Home platform, and the technologies supporting them have been rapidly developing.

For example, voice-control and intelligent display are important features of our products, and the technologies supporting them have been rapidly developing.

In addition, as we expand our product and service offerings, further diversify our sales channels and extend our global footprint, we will need to collaborate with a larger number of partners, maintain and expand mutually beneficial relationships with our existing and new partners, adapt our business management to the local corporate cultures and customs, and provide training, management and motivation for our employee base or network of cooperating partners, especially in case of our overseas business. 21 Table of Contents We cannot assure you that we will be able to effectively manage our growth, that our current personnel, infrastructure, systems, procedures and controls or any measures to enhance them will be adequate and successful to support our expanding operations or that our strategies and new business initiatives will be executed successfully.

We may not be able to promptly replace our network partners or find alternative ways to provide services in a timely, reliable and cost-effective manner, or at all. Any service disruptions associated with our network partners could result in our customer satisfaction, reputation, operations and financial performance being materially and adversely affected.

We may not be able to promptly replace our network partners or find alternative ways to provide services in a timely, reliable and cost-effective manner, or at all.

Risks Related to Our Business and Industry Risks and uncertainties related to our business include, but not limited to, the following: ● We operate in highly competitive markets, and the scale and resources of some of our competitors may allow them to compete more effectively than we can, which could result in a loss of our market share and a decrease in our net revenues and profitability; ● We may not be able to effectively manage our growth and the increased complexity of our business, which could negatively impact our brand and financial performance; ● Xiaomi is our strategic partner and our most important customer.

Changes in our relationship with Xiaomi could have a material adverse effect on our operating results; ● We operate in highly competitive markets, and the scale and resources of some of our competitors may allow them to compete more effectively than we can, which could result in a loss of our market share and a decrease in our net revenues and profitability; ● We may not be able to effectively manage our growth and the increased complexity of our business, which could negatively impact our brand and financial performance; ● Our future success depends on our ability to promote our brand and protect our reputation.

The second phase of campus development will prioritize the upgrading of water purification supply chain capabilities and the integration of additional facilities for our IoT products. Accordingly, we face risks inherent to maintaining product development and manufacturing facilities or associated with expansion of production capacity and such other risks common in the product development and manufacturing industry.

Accordingly, we face risks inherent to maintaining product development and manufacturing facilities or associated with expansion of production capacity and such other risks common in the product development and manufacturing industry.

Furthermore, our facilities may experience disruptions due to equipment breakdowns, labor strikes or shortages, natural disasters, health epidemics, component or material shortages, cost increases or other similar issues. 28 Table of Contents We may from time to time enter into contracts with some customers that provide certain favorable terms to such customers to expand our sales channels and increase our market penetration, which may, in certain situations, adversely affect our results of operations or profitability.

We may from time to time enter into contracts with some customers that provide certain favorable terms to such customers to expand our sales channels and increase our market penetration, which may, in certain situations, adversely affect our results of operations or profitability.

We rely on these network partners to directly interact with and serve end customers, but the interest of a network partner may not be entirely aligned with ours. We set standards of practice of our network partners and provide incentives and periodic evaluation.

We face risks associated with our network partners and their personnel for our network of Viomi offline stores. We rely on third-party network partners to operate our network of Viomi offline stores. We rely on these network partners to directly interact with and serve end customers, but the interest of a network partner may not be entirely aligned with ours.

Risks Related to Our Business and Industry We operate in highly competitive markets, and the scale and resources of some of our competitors may allow them to compete more effectively than we can, which could result in a loss of our market share and a decrease in our net revenues and profitability.

Such conflicts may result in losing business opportunities for us, including opportunities to enter into lines of business that may overlap with those pursued by Xiaomi or companies within its ecosystem. 21 Table of Contents We operate in highly competitive markets, and the scale and resources of some of our competitors may allow them to compete more effectively than we can, which could result in a loss of our market share and a decrease in our net revenues and profitability.

In addition, we have acquired land use rights to a parcel of land of approximately 36,000 square meters in Shunde, Guangdong Province, for the development of Viomi IoT Technology Park, a comprehensive high-tech industrial campus, which is expected to be completed in two phases over an up to five-year period.

In addition, we have acquired land use right to a parcel of land of approximately 36,000 square meters in Shunde, Guangdong Province, for the development of Viomi Technology Park, a comprehensive high-tech industrial campus. The construction was completed in the second half of 2023 and Guangdong Lizi, the Water Purifier Gigafactory, has moved into the campus.

We may need to devote an even greater portion of our resources to continue to strengthen our brand recognition and build our user base, which may impact our profitability.

Our selling and marketing expenses were and RMB211.2 million (US$28.9 million) for the year ended December 31, 2024, representing 10.0% of our net revenues. We may need to devote an even greater portion of our resources to continue to strengthen our brand recognition and build our user base, which may impact our profitability.

We recorded RMB2,295.6 million, RMB1,403.4 million and RMB1,317.3 million (US$185.5 million) in net revenues from sales to Xiaomi in the years ended December 31, 2021, 2022 and 2023, respectively, which represented 43.3%, 43.4% and 52.8% of our total net revenues during such periods, respectively.

A significant portion of our revenue derive from sales to Xiaomi. Specifically, we recorded RMB1,336.6 million, RMB1,292.9 million and RMB1,752.2 million (US$240.1 million) in net revenues from sales to Xiaomi in the years ended December 31, 2022, 2023 and 2024, respectively, which represented 74.7%, 78.9% and 82.7% of our total net revenues during such periods, respectively.

If we are unable to adapt to technological changes and implement technological enhancements to our products and services, our ability to remain competitive could be adversely affected.

Any service disruptions associated with our network partners could result in our customer satisfaction, reputation, operations and financial performance being materially and adversely affected. 27 Table of Contents If we are unable to adapt to technological changes and implement technological enhancements to our products and services, our ability to remain competitive could be adversely affected.

The first phase was completed in the second half of 2023 and our two facilities, namely Guangdong Lizi and Guangdong AI Touch, have moved into the campus. Currently, the campus includes our multi-functional headquarters, including an exhibition center, research and development center, smart manufacturing center mainly for water purification products, and centralized hub for sales and customer service functions.

Currently, the campus includes our multi-functional headquarters, including an exhibition center, research and development center, smart manufacturing center mainly the Water Purifier Gigafactory, and centralized hub for sales and customer service functions. Going forward, the Water Purifier Gigafactory is prioritize the upgrading of water purification industrial chain capabilities.

We also actively participate in a variety of online and offline marketing events, such as the “618,” “Double Eleven” and “Double Twelve” shopping festivals. Additionally, we advertise across various channels, such as elevators, TV, print and social media. We believe our strategy to enhance our brand recognition is crucial to our future success.

Our failure to establish and promote our brand and any damage to our reputation will hinder our growth. We utilize a number of marketing initiatives to promote our brand. We also actively participate in a variety of online and offline marketing events, such as the “618,” “Double Eleven” and “Double Twelve” shopping festivals.

(2) It represents the elimination of the investment in VIEs and subsidiaries by the Company. 15 Table of Contents Selected Condensed Consolidated Cash Flow Data For the Year Ended December 31, 2023 Primary Beneficiaries The Equity of VIEs and their VIEs and their Company Subsidiaries Subsidiaries Subsidiaries Eliminations Consolidated (RMB in thousands) Sales of goods and services to Group companies (1) — 629,195 62,832 94,460 (786,487) — Purchases of goods and services from Group companies (1) — (90,330) (4,343) (691,814) 786,487 — Other operating activities (93,378) (568,621) (73,464) 632,235 — (103,228) Net cash (used in)/provided by operating activities (93,378) (29,756) (14,975) 34,881 — (103,228) Loans to Group companies — — — 16,866 (16,866) — Repayment of loans from Group companies 35,845 — — — (35,845) — Receipt of advances repayment from Group companies — 44,574 — — (44,574) — Investment in subsidiaries — — — — — — Other investing activities (14,600) (33,420) (68,871) (82,035) — (198,926) Net cash provided by/(used in) investing activities 21,245 11,154 (68,871) (65,169) (97,285) (198,926) Repayment for advances from Group companies — — — (44,574) 44,574 — Repayment for loans from Group companies — (35,845) — — 35,845 — Borrowings under loans from Group companies — — (16,866) — 16,866 — Other financing activities (6,421) 115 21,963 100,000 — 115,657 Net cash (used in)/provided by financing activities (6,421) (35,730) 5,097 55,426 97,285 115,657 Effect of exchanges rates on cash and cash equivalents 1,122 6,005 1,634 882 — 9,643 Net increase in cash and cash equivalents (77,432) (48,327) (77,115) 26,020 — (176,854) Cash and cash equivalents and restricted cash at beginning of year 90,775 249,294 88,104 385,036 — 813,209 Cash and cash equivalents and restricted cash at end of year 13,343 200,967 10,989 411,056 — 636,355 16 Table of Contents For the Year Ended December 31, 2022 Primary Beneficiaries of The Equity VIEs and their VIEs and their Company Subsidiaries Subsidiaries Subsidiaries Eliminations Consolidated (RMB in thousands) Sales of goods and services to Group companies (1) — 812,854 154,247 5,804 (972,905) — Purchases of goods and services from Group companies (1) — (6,060) (2,744) (964,101) 972,905 — Other operating activities (17,055) (626,675) (177,507) 537,068 — (284,169) Net cash (used in)/provided by operating activities (17,055) 180,119 (26,004) (421,229) — (284,169) Loans to Group companies — — — 3,680 (3,680) — Repayment of loans from Group companies 94,621 — — 3,600 (98,221) — Receipt of advances repayment from Group companies — 60,361 — — (60,361) — Investment in subsidiaries — — — — — — Other investing activities — (59,143) (87,630) 461,320 — 314,547 Net cash provided by/(used in) investing activities 94,621 1,218 (87,630) 468,600 (162,262) 314,547 Repayment for advances from Group companies — — — (60,361) 60,361 — Repayment for loans from Group companies — (94,621) (3,600) — 98,221 — Borrowings under loans from Group companies — — (3,680) — 3,680 — Other financing activities (5,099) — 118,662 — — 113,563 Net cash (used in)/provided by financing activities (5,099) (94,621) 111,382 (60,361) 162,262 113,563 Effect of exchanges rates on cash and cash equivalents 7,287 17,023 5,886 16,286 — 46,482 Net increase in cash and cash equivalents 79,754 103,739 3,634 3,296 — 190,423 Cash and cash equivalents and restricted cash at beginning of year 11,021 145,555 84,470 381,740 — 622,786 Cash and cash equivalents and restricted cash at end of year 90,775 249,294 88,104 385,036 — 813,209 17 Table of Contents For the Year Ended December 31, 2021 Primary Beneficiaries of The Equity VIEs and their VIEs and their Company Subsidiaries Subsidiaries Subsidiaries Eliminations Consolidated (RMB in thousands) Sales of goods and services to Group companies (1) — 741,070 106,501 52,188 (899,759) — Purchases of goods and services from Group companies (1) — (52,447) (188) (847,124) 899,759 — Other operating activities (8,419) (775,024) (156,449) 1,248,860 — 308,968 Net cash (used in)/provided by operating activities (8,419) (86,401) (50,136) 453,924 — 308,968 Loans to Group companies (16,131) — — (83,348) 99,479 — Repayment of loans from Group companies 25,807 — — 23 (25,830) — Receipt of advances repayment from Group companies — 156,406 — — (156,406) — Investment in subsidiaries — (64,678) — — 64,678 — Other investing activities — 24,682 (56,069) (233,934) — (265,321) Net cash provided by/(used in) investing activities 9,676 116,410 (56,069) (317,259) (18,079) (265,321) Capital contribution from Group companies — — 64,678 — (64,678) — Repayment for advances from Group companies — — — (156,406) 156,406 — Repayment for loans from Group companies — (25,807) (23) — 25,830 — Borrowings under loans from Group companies — 16,201 83,278 — (99,479) — Other financing activities 852 175 16,106 — — 17,133 Net cash provided by/(used in) financing activities 852 (9,431) 164,039 (156,406) 18,079 17,133 Effect of exchanges rates on cash and cash equivalents (214) (4,512) (159) (7,818) — (12,703) Net increase/(decrease) in cash and cash equivalents 1,895 16,066 57,675 (27,559) — 48,077 Cash and cash equivalents and restricted cash at beginning of year 9,126 129,489 26,795 409,299 — 574,709 Cash and cash equivalents and restricted cash at end of year 11,021 145,555 84,470 381,740 — 622,786 Note: (1) Cash flows within our group in operating activities For the Year Ended December 31, 2021 2022 2023 (RMB in thousands) Cash paid by VIEs to equity subsidiaries for purchasing of goods and service (740,939) (812,854) (629,195) Cash paid by VIEs to primary beneficiaries of VIEs and their subsidiaries for purchasing of goods and service (106,185) (151,247) (62,619) Cash received by VIEs from equity subsidiaries for rendering of goods and service 52,131 3,060 90,117 Cash received by VIEs from primary beneficiaries of VIEs and their subsidiaries for rendering of goods and service 57 2,744 4,343 B.

(2) It represents the elimination of the investment in VIEs and subsidiaries by the Company. 15 Table of Contents Selected Condensed Consolidated Cash Flow Data For the Year Ended December 31, 2024 Equity Subsidiaries and Primary Beneficiaries of VIEs and The their VIEs and their Company Subsidiaries Subsidiaries Eliminations Consolidated (RMB in thousands) Sales of goods and services to Group companies (1) — 588,081 102,924 (691,005) — Purchases of goods and services from Group companies (1) — (102,924) (588,081) 691,005 — Other operating activities 274,797 185,005 121,193 — 580,995 Net cash provided by/(used in) continuing operating activities 274,797 670,162 (363,964) — 580,995 Net cash provided by/(used in) discontinued operating activities — — 135,033 — 135,033 Net cash (used in)/provided by operating activities 274,797 670,162 (228,931) — 716,028 Loans to Group companies (56,973) — — 56,973 — Repayment of loans from Group companies 288,794 164,043 — (452,837) — Receipt of advances repayment from Group companies — 464,180 556,535 (1,020,715) — Other investing activities (290,757) (11,055) — — (301,812) Net cash provided by/(used in) continuing investing activities (58,936) 617,167 556,535 (1,416,579) (301,812) Net cash provided by/(used in) discontinued investing activities — — 136,918 — 136,918 Net cash provided by/(used in) investing activities (58,936) 617,167 693,453 (1,416,579) (164,894) Repayment for advances from Group companies (78,617) (556,536) (385,563) 1,020,716 — Repayment for loans from Group companies — — (452,836) 452,836 — Borrowings under loans from Group companies — 56,973 — (56,973) — Other financing activities (4,173) (485) — — (4,658) Net cash provided by/(used in) continuing financing activities (82,790) (500,048) (838,399) 1,416,579 (4,658) Net cash provided by/(used in) discontinued financing activities — — (30,000) — (30,000) Net cash (used in)/provided by financing activities (82,790) (500,048) (868,399) 1,416,579 (34,658) Effect of exchanges rates on cash and cash equivalents 18,169 (3,520) — — 14,649 Net increase in cash and cash equivalents 151,240 783,762 (403,877) — 531,125 Cash and cash equivalents and restricted cash at beginning of year 13,343 211,956 411,056 — 636,355 Cash and cash equivalents and restricted cash at end of year 164,583 995,718 7,179 — 1,167,480 16 Table of Contents For the Year Ended December 31, 2023 Equity Subsidiaries and Primary Beneficiaries of VIEs and The their VIEs and their Company Subsidiaries Subsidiaries Eliminations Consolidated (RMB in thousands) Sales of goods and services to Group companies (1) — 692,027 — (692,027) — Purchases of goods and services from Group companies (1) — (94,673) — 94,673 — Other operating activities (93,378) (642,085) 776,782 — 41,319 Net cash provided by/(used in) continuing operating activities (93,378) (44,731) 776,782 (597,354) 41,319 Net cash provided by/(used in) discontinued operating activities — — (741,901) 597,354 (144,547) Net cash (used in)/provided by operating activities (93,378) (44,731) 34,881 — (103,228) Repayment of loans from Group companies 35,845 — — (35,845) — Receipt of advances repayment from Group companies — 44,574 — (44,574) — Other investing activities (14,600) (102,291) (174,058) — (290,949) Net cash provided by/(used in) continuing investing activities 21,245 (57,717) (174,058) (80,419) (290,949) Net cash provided by/(used in) discontinued investing activities — — 108,889 (16,866) 92,023 Net cash provided by/(used in) investing activities 21,245 (57,717) (65,169) (97,285) (198,926) Repayment for advances from Group companies — — (44,574) 44,574 — Repayment for loans from Group companies — (35,845) — 35,845 — Borrowings under loans from Group companies — (16,866) — 16,866 — Other financing activities (6,421) 22,078 — — 15,657 Net cash provided by/(used in) continuing financing activities (6,421) (30,633) (44,574) 97,285 15,657 Net cash provided by/(used in) discontinued financing activities — — 100,000 — 100,000 Net cash (used in)/provided by financing activities (6,421) (30,633) 55,426 97,285 115,657 Effect of exchanges rates on cash and cash equivalents 1,122 7,639 882 — 9,643 Net increase in cash and cash equivalents (77,432) (125,442) 26,020 — (176,854) Cash and cash equivalents and restricted cash at beginning of year 90,775 337,398 385,036 — 813,209 Cash and cash equivalents and restricted cash at end of year 13,343 211,956 411,056 — 636,355 17 Table of Contents For the Year Ended December 31, 2022 Equity Subsidiaries and Primary Beneficiaries of VIEs and The their VIEs and their Company Subsidiaries Subsidiaries Eliminations Consolidated (RMB in thousands) Sales of goods and services to Group companies (1) — 967,101 — (967,101) — Purchases of goods and services from Group companies (1) — (8,804) — 8,804 — Other operating activities (17,055) (804,182) 955,934 — 134,697 Net cash provided by/(used in) continuing operating activities (17,055) 154,115 955,934 (958,297) 134,697 Net cash provided by/(used in) discontinued operating activities — — (1,377,163) 958,297 (418,866) Net cash (used in)/provided by operating activities (17,055) 154,115 (421,229) — (284,169) Loans to Group companies — — — — — Repayment of loans from Group companies 94,621 — — (94,621) — Receipt of advances repayment from Group companies — 60,361 — (60,361) — Investment in subsidiaries — — — — — Other investing activities — (146,773) (8,161) — (154,934) Net cash provided by/(used in) continuing investing activities 94,621 (86,412) (8,161) (154,982) (154,934) Net cash provided by/(used in) discontinued investing activities — — 476,761 (7,280) 469,481 Net cash provided by/(used in) investing activities 94,621 (86,412) 468,600 (162,262) 314,547 Repayment for advances from Group companies — — — — — Repayment for loans from Group companies — (98,221) — 98,221 — Borrowings under loans from Group companies — (3,680) — 3,680 — Other financing activities (5,099) 118,662 — — 113,563 Net cash provided by/(used in) continuing financing activities (5,099) 16,761 — 101,901 113,563 Net cash provided by/(used in) discontinued financing activities — — (60,361) 60,361 — Net cash (used in)/provided by financing activities (5,099) 16,761 (60,361) 162,262 113,563 Effect of exchanges rates on cash and cash equivalents 7,287 22,909 16,286 — 46,482 Net increase in cash and cash equivalents 79,754 107,373 3,296 — 190,423 Cash and cash equivalents and restricted cash at beginning of year 11,021 230,025 381,740 — 622,786 Cash and cash equivalents and restricted cash at end of year 90,775 337,398 385,036 — 813,209 Note: (1) Cash flows within our group in operating activities For the Year Ended December 31, 2022 2023 2024 (RMB in thousands) Cash paid by VIEs to equity subsidiaries and primary beneficiaries of VIEs and their subsidiaries for purchasing of goods and service — — 588,081 Cash received by VIEs from equity subsidiaries and primary beneficiaries of VIEs and their subsidiaries for rendering of goods and service — — 102,924 B.

We have implemented an AI + IoT + 5G strategy and further strengthened AI application and technology innovation, and have launched a number of innovative and exciting products to strengthen our extensive product portfolio, such as Series Master that include the Master 3 Pro formaldehyde-removing AI vertical air conditioner, the Master 3 ultra-thin built-in refrigerator and the Master 3 Pro gas-electric hybrid water heater, the Super 2 Pro AI vertical air conditioner and other new AI products with technology upgrades unveiled in 2023.

We have implemented an “ AI for Better Water ” mission and further strengthened AI application and technology innovation, and have launched a number of innovative and exciting products to strengthen our extensive product portfolio, such as the Kunlun AI water purifiers.

Our interests and those of our other shareholders may at times conflict with the interests of Xiaomi and its shareholders and other affiliates. Such conflicts may result in losing business opportunities for us, including opportunities to enter into lines of business that may overlap with those pursued by Xiaomi or companies within its ecosystem.

Our interests and those of our other shareholders may at times conflict with the interests of Xiaomi and its shareholders and other affiliates.

No amount of such transaction is unsettled. 12 Table of Contents Selected Condensed Consolidated Balance Sheets Data For the Year Ended December 31, 2023 Primary Beneficiaries of VIEs and VIEs and The Equity their their Company Subsidiaries Subsidiaries Subsidiaries Eliminations Consolidated (RMB in thousands) Assets Current assets Cash and cash equivalents 13,343 182,045 10,989 285,338 — 491,715 Short-term investments — 17,709 796 51,864 — 70,369 Accounts receivable from third parties — 35,633 1,186 189,983 — 226,802 Accounts receivable from a related party — 4,381 — 319,842 — 324,223 Inventories — 147,585 46,667 248,614 (647) 442,219 Amounts due from Group companies (1) 640,828 625,635 80,512 725,171 (2,072,146) — Investments in subsidiaries (2) 668,202 584,744 — — (1,252,946) — Investments in VIEs (2) — — 586,239 — (586,239) — Other assets 122,529 122,422 450,686 503,423 — 1,199,060 Total assets 1,444,902 1,720,154 1,177,075 2,324,235 (3,911,978) 2,754,388 Liabilities Accounts and notes payable — 309,950 7,507 348,876 — 666,333 Accrued expenses and other liabilities 3,396 49,244 96,961 165,379 — 314,980 Amounts due to Group companies (1) 85,703 657,430 326,578 1,002,435 (2,072,146) — Other liabilities — 31,326 161,133 236,979 — 429,438 Total Liabilities 89,099 1,047,950 592,179 1,753,669 (2,072,146) 1,410,751 Total equity attributable to shareholders of the Company 1,355,803 668,201 584,896 578,818 (1,839,832) 1,347,886 Non-controlling interests — 4,003 — (8,252) — (4,249) Total shareholders’ equity 1,355,803 672,204 584,896 570,566 (1,839,832) 1,343,637 Total liabilities and shareholders’ equity 1,444,902 1,720,154 1,177,075 2,324,235 (3,911,978) 2,754,388 13 Table of Contents For the Year Ended December 31, 2022 Primary Beneficiaries of VIEs and VIEs and The Equity their their Company Subsidiaries Subsidiaries Subsidiaries Eliminations Consolidated (RMB in thousands) Assets Cash and cash equivalents 90,775 222,784 88,104 335,476 — 737,139 Short-term investments — 7,431 352 189,275 — 197,058 Accounts receivable from third parties — 85,544 5,422 150,686 — 241,652 Accounts receivable from a related party — — — 360,497 — 360,497 Inventories — 176,787 44,450 281,649 (595) 502,291 Amounts due from Group companies (1) 659,249 692,497 54,864 707,458 (2,114,068) — Investments in subsidiaries (2) 766,287 708,660 — — (1,474,947) — Investments in VIEs (2) — — 684,277 — (684,277) — Other assets 13,043 110,640 295,776 427,598 — 847,057 Total assets 1,529,354 2,004,343 1,173,245 2,452,639 (4,273,887) 2,885,694 Liabilities Accounts and notes payable — 458,924 7,295 377,839 — 844,058 Accrued expenses and other liabilities 13,028 41,385 31,352 231,325 — 317,090 Amounts due to Group companies (1) 83,570 698,024 289,417 1,043,056 (2,114,067) — Other liabilities — 39,723 136,349 119,311 — 295,383 Total Liabilities 96,598 1,238,056 464,413 1,771,531 (2,114,067) 1,456,531 Total equity attributable to shareholders of the Company 1,432,756 766,287 708,832 684,701 (2,159,820) 1,432,756 Non-controlling interests — — — (3,593) — (3,593) Total shareholders’ equity 1,432,756 766,287 708,832 681,108 (2,159,820) 1,429,163 Total liabilities and shareholders’ equity 1,529,354 2,004,343 1,173,245 2,452,639 (4,273,887) 2,885,694 14 Table of Contents For the Year Ended December 31, 2021 Primary Beneficiaries of VIEs and VIEs and The Equity their their Company Subsidiaries Subsidiaries Subsidiaries Eliminations Consolidated (RMB in thousands) Assets Cash and cash equivalents 11,021 137,910 84,470 353,554 — 586,955 Short-term investments — 8,158 365 820,344 — 828,867 Accounts receivable from third parties — 97,522 45 204,769 — 302,336 Accounts receivable from a related party — — — 320,939 — 320,939 Inventories — 180,017 34,800 362,385 (851) 576,351 Amounts due from Group companies (1) 609,099 460,457 14,819 232,203 (1,316,578) — Investments in subsidiaries (2) 1,041,107 974,511 — — (2,015,618) — Investments in VIEs (2) — — 888,489 — (888,489) — Other assets 1,433 72,391 203,873 383,569 — 661,266 Total assets 1,662,660 1,930,966 1,226,861 2,677,763 (4,221,536) 3,276,714 Liabilities Accounts and notes payable — 522,015 1,127 545,966 — 1,069,108 Accrued expenses and other liabilities 10,501 34,252 36,135 292,388 — 365,249 Amounts due to Group companies (1) 4,754 289,188 198,332 824,304 (1,316,578) — Other liabilities — 44,404 16,491 122,508 — 191,430 Total Liabilities 15,255 889,859 252,085 1,785,166 (1,316,578) 1,625,787 Total equity attributable to shareholders of the Company 1,647,405 1,041,107 974,776 889,075 (2,904,958) 1,647,405 Non-controlling interests — — — 3,522 — 3,522 Total shareholders’ equity 1,647,405 1,041,107 974,776 892,597 (2,904,958) 1,650,927 Total liabilities and shareholders’ equity 1,662,660 1,930,966 1,226,861 2,677,763 (4,221,536) 3,276,714 Notes: (1) It represents the elimination of inter-company balances among the Company, the VIEs and our subsidiaries.

(3) It represents the elimination of finance costs of loans among the Company, the VIEs and our subsidiaries charged at the consolidation level. 12 Table of Contents Selected Condensed Consolidated Balance Sheets Data For the Year Ended December 31, 2024 Equity Subsidiaries and Primary Beneficiaries of VIEs and VIEs and The their their Company Subsidiaries Subsidiaries Eliminations Consolidated (RMB in thousands) Assets Current assets Cash and cash equivalents 164,583 854,426 7,179 — 1,026,188 Short-term investments — 72,500 — — 72,500 Accounts receivable from third parties — 24,043 62 — 24,105 Accounts receivable from a related party — 591,221 — — 591,221 Inventories — 112,257 68 — 112,325 Amounts due from Group companies (1) 542,635 — 498,455 (1,041,090) — Investments in subsidiaries (2) 695,720 — — (695,720) — Investments in VIEs (2) — 506,482 — (506,482) — Other assets 132,063 620,860 6,438 — 759,361 Total assets 1,535,001 2,781,789 512,202 (2,243,292) 2,585,700 Liabilities Accounts and notes payable — 767,831 4,320 — 772,151 Accrued expenses and other liabilities 3,254 218,820 1,046 (40,501) 182,619 Amounts due to Group companies (1) 88,497 911,880 168 (1,000,545) — Other liabilities — 180,987 186 — 181,173 Total Liabilities 91,751 2,079,518 5,720 (1,041,046) 1,135,943 Total equity attributable to shareholders of the Company 1,443,250 695,720 506,482 (1,201,011) 1,444,441 Non-controlling interests — 6,551 — (1,235) 5,316 Total shareholders’ equity 1,443,250 702,271 506,482 (1,202,246) 1,449,757 Total liabilities and shareholders’ equity 1,535,001 2,781,789 512,202 (2,243,292) 2,585,700 13 Table of Contents For the Year Ended December 31, 2023 Equity Subsidiaries and Primary Beneficiaries of VIEs and VIEs and The their their Company Subsidiaries Subsidiaries Eliminations Consolidated (RMB in thousands) Assets Current assets Cash and cash equivalents 13,343 193,034 28 — 206,405 Short-term investments — 18,505 — — 18,505 Accounts receivable from third parties — 36,836 — — 36,836 Accounts receivable from a related party — 4,365 — — 4,365 Inventories — 109,223 48,794 (714) 157,303 Amounts due from Group companies (1) 640,828 797,159 — (1,437,987) — Investments in subsidiaries (2) 660,932 — — (660,932) — Investments in VIEs (2) — 578,818 — (578,818) — Other assets 122,529 533,737 42,604 — 698,870 Assets held for sale — — 2,266,196 (634,092) 1,632,104 Total assets 1,437,632 2,271,677 2,357,622 (3,312,543) 2,754,388 Liabilities Accounts and notes payable — 317,454 — — 317,454 Accrued expenses and other liabilities 3,396 123,504 43,914 — 170,814 Amounts due to Group companies (1) 85,703 984,000 — (1,069,703) — Other liabilities — 181,784 14,971 — 196,755 Liabilities held for sale — — 1,728,171 (1,002,443) 725,728 Total Liabilities 89,099 1,606,742 1,787,056 (2,072,146) 1,410,751 Total equity attributable to shareholders of the Company 1,348,533 660,932 578,818 (1,240,397) 1,347,886 Non-controlling interests — 4,003 (8,252) — (4,249) Total shareholders’ equity 1,348,533 664,935 570,566 (1,240,397) 1,343,637 Total liabilities and shareholders’ equity 1,437,632 2,271,677 2,357,622 (3,312,543) 2,754,388 14 Table of Contents For the Year Ended December 31, 2022 Equity Subsidiaries and Primary Beneficiaries of VIEs and VIEs and The their their Company Subsidiaries Subsidiaries Eliminations Consolidated (RMB in thousands) Assets Current assets Cash and cash equivalents 90,775 310,888 36 — 401,699 Short-term investments — 7,784 — — 7,784 Accounts receivable from third parties — 49,754 — — 49,754 Inventories — 119,495 61,607 (595) 180,507 Amounts due from Group companies (1) 659,249 791,063 — (1,450,312) — Investments in subsidiaries (2) 766,883 — — (766,883) — Investments in VIEs (2) — 684,701 — (684,701) — Other assets 13,043 350,632 66,308 — 429,983 Assets held for sale — — 2,479,723 (663,756) 1,815,967 Total assets 1,529,950 2,314,317 2,607,674 (3,566,247) 2,885,694 Liabilities Accounts and notes payable — 466,191 — — 466,191 Accrued expenses and other liabilities 13,028 65,999 45,360 — 124,387 Amounts due to Group companies (1) 83,570 838,860 — (992,430) — Other liabilities — 176,384 7,948 — 184,332 Liabilities held for sale — — 1,873,258 (1,191,637) 681,621 Total Liabilities 96,598 1,547,434 1,926,566 (2,114,067) 1,456,531 Total equity attributable to shareholders of the Company 1,433,352 766,883 684,701 (1,452,180) 1,432,756 Non-controlling interests — — (3,593) — (3,593) Total shareholders’ equity 1,433,352 766,883 681,108 (1,452,180) 1,429,163 Total liabilities and shareholders’ equity 1,529,950 2,314,317 2,607,674 (3,566,247) 2,885,694 Notes: (1) It represents the elimination of inter-company balances among the Company, the VIEs and our subsidiaries.

Removed

ITEM 3. KEY INFORMATION Our Holding Company Structure and VIE Contractual Arrangements Viomi Technology Co., Ltd is not a Chinese operating company but rather a Cayman Islands holding company that does not conduct business directly and has no equity ownership in our VIEs.

Added

On July 19, 2024, in furtherance of its “Focus” strategy for the Home water solution businesses, the Group entered into definitive agreements with Mr. Chen and an entity under his control to divest its businesses and assets related to certain Internet-of-things-enabled (“IoT-enabled”) smart home portfolio products (the “Disposal”).

Removed

We conduct our operations in China through (i) our WFOEs and (ii) our VIEs with which we have maintained contractual arrangements. PRC laws and regulations restrict and impose conditions on foreign investment in internet and other related businesses in China.

Added

The transfer of the IoT@Home portfolio products (excluding range hoods, gas stoves, and water heaters) to Mr. Chen was accomplished through the termination of the existing VIE contractual arrangements between Yunmi Hulian Technology (Guangdong) Co., Ltd. (“Yunmi Hulian”) and Foshan Yunmi Electric Appliances Technology Co., Ltd. (“Foshan Viomi”) at closing. This termination resulted in Mr.

Removed

According to the Special Administrative Measures (Negative List) for Foreign Investment Access, our provision of internet information services falls within the restricted category and the equity ratio of foreign investment in the enterprises operating the business under the restricted category is subject to the cap of 50%.

Added

Chen, the shareholder of Foshan Viomi, obtaining full control over Foshan Viomi and its subsidiaries. As part of a pre-closing reorganization, Zhumeng Hulian Technology (Guangdong) Co. Ltd. (“Zhumeng Hulian”) and Guangzhou Interconnect Technology Co., Ltd. (“Guangzhou Interconnect”) entered into a new set of VIE contractual arrangements.

Removed

In addition, although our provision of e-commerce services falls within the permitted category, foreign investments in this business are still restricted by other requirements under related regulations in China.

Added

Consequently, Zhumeng Hulian is regarded as the primary beneficiary of Guangzhou Interconnect and the Group consolidates its operational results, assets, and liabilities into the Group’s consolidated financial statements.

Removed

Accordingly, we operate this business in China through our VIEs, and rely on contractual arrangements among our WFOEs, our VIEs and the nominee shareholders of the VIEs to control the business operations of our VIEs. Our VIEs are consolidated for accounting purposes, but are not entities in which our Cayman Islands holding company, or our investors, own equity.

Added

The transaction was completed on August 31, 2024. 9 Table of Contents Prior to the Disposal, Yunmi Hulian and its subsidiaries were classified as “Primary Beneficiaries of VIEs and their Subsidiaries”, while Zhumeng Hulian and its subsidiaries were classified as “Equity Subsidiaries”.

Removed

Revenues contributed by our VIEs accounted for 91.6%, 86.8% and 85.2% of our total revenues for the years ended December 31, 2021, 2022 and 2023, respectively.

Added

Following the completion of the Disposal on August 31, 2024, Yunmi Hulian and its subsidiaries were reclassified as “Equity Subsidiaries”, and Zhumeng Hulian were reclassified as “Primary Beneficiaries of VIEs and their Subsidiaries”.

Removed

As used in this annual report, “we,” “us,” “our company,” “our,” or “Viomi” refers to Viomi Technology Co., Ltd, its subsidiaries, and, in the context of describing our operations and consolidated financial information, our VIEs in China, including Foshan Yunmi Electric Appliances Technology Co., Ltd., or Foshan Viomi, and Beijing Yunmi Technology Co., Ltd., or Beijing Viomi.

Added

To enhance the comparability of the selected condensed consolidated financial data before and after the Disposal, we combined the condensed consolidated financial data of both “Equity Subsidiaries” and “Primary Beneficiaries of VIEs and their Subsidiaries” as of December 31, 2023 and 2024, and for the years ended December 31, 2022, 2023, and 2024.

Removed

Investors in our ADSs are not purchasing equity interest in our VIEs in China but instead are purchasing equity interest in a holding company incorporated in the Cayman Islands.

Added

Selected Condensed Consolidated Statements of Operations Data For the Year Ended December 31, 2024 Equity Subsidiaries and Primary Beneficiaries of VIEs and VIEs and The their their Company Subsidiaries Subsidiaries Eliminations Consolidated (RMB in thousands) Inter-company revenues (1) — 532,323 49,679 (582,002) — Related-party and third-party revenues — 1,215,580 903,402 — 2,118,982 Total revenues — 1,747,903 953,081 (582,002) 2,118,982 Cost of revenues — (1,434,056) (845,527) 709,307 (1,570,276) Research and development expenses (1) — (99,470) (44,692) 1,278 (142,884) Selling and marketing expenses (1) — (155,674) (77,433) 21,934 (211,173) General and administrative expenses (1) (5,768) (56,513) (11,807) 3,281 (70,807) Total operating expenses (5,768) (311,657) (133,932) 26,493 (424,864) Other income — 21,609 10,883 — 32,492 Equity in (loss)/gain of subsidiaries/VIEs (2) 67,854 81,687 — (149,541) — Income/(Loss) from operations 62,086 105,486 (15,495) 4,257 156,334 Interest (expenses)/income and investment income-net (3) (7,932) (20,471) 23,667 10,000 5,264 Income(Loss) before income tax expenses 54,154 85,015 8,172 14,257 161,598 Income tax (credit)/expenses — (16,901) (12) — (16,913) Net income/(loss) from continuing operations 54,154 68,114 8,160 14,257 144,685 Less: Net loss from continuing operations attributable to the non-controlling interest shareholders — 343 (22) — 321 Net income/(loss) from continuing operations attributable to the Company 54,154 67,771 8,182 14,257 144,364 Net loss from discontinued operations attributable to the Company — — (80,950) — (80,950) Net income/(loss) from attributable to the Company 54,154 67,771 (72,768) 14,257 63,414 10 Table of Contents For the Year Ended December 31, 2023 Equity Subsidiaries and Primary Beneficiaries of VIEs and VIEs and The their their Company Subsidiaries Subsidiaries Eliminations Consolidated (RMB in thousands) Inter-company revenues (1) — 789,785 23,344 (813,129) — Related-party and third-party revenues — 205,664 1,433,072 — 1,638,736 Total revenues — 995,449 1,456,416 (813,129) 1,638,736 Cost of revenues — (785,736) (1,140,254) 809,270 (1,116,720) Research and development expenses — (59,858) (89,021) — (148,879) Selling and marketing expenses (1) — (111,961) (182,496) 79,847 (214,610) General and administrative expenses (1) (5,072) (20,628) (33,746) 2,100 (57,346) Total operating expenses (5,072) (192,447) (305,263) 81,947 (420,835) Other income — 7,370 1,517 — 8,887 Equity in (loss)/gain of subsidiaries/VIEs (2) (74,290) (178,945) — 253,235 — Income/(Loss) from operations (79,362) (154,309) 12,416 331,323 110,068 Interest (expenses)/income and investment income-net (3) (6,152) 2,342 21,495 (854) 16,831 Other non-operating income/(loss) 3,164 — — — 3,164 Income(Loss) before income tax expenses (82,350) (151,967) 33,911 330,469 130,063 Income tax (credit)/expenses — (8,723) (4,865) — (13,588) Net income/(loss) from continuing operations (82,350) (160,690) 29,046 330,469 116,475 Less: Net loss from continuing operations attributable to the non-controlling interest shareholders — — (293) — (293) Net income/(loss) from continuing operations attributable to the Company (82,350) (160,690) 29,339 330,469 116,768 Net income/(loss) from discontinued operations attributable to the Company — — 39,243 (240,685) (201,442) Net income/(loss) from attributable to the Company (82,350) (160,690) 68,582 89,784 (84,674) 11 Table of Contents For the Year Ended December 31, 2022 Equity Subsidiaries and Primary Beneficiaries of VIEs and VIEs and The their their Company Subsidiaries Subsidiaries Eliminations Consolidated (RMB in thousands) Inter-company revenues (1) — 917,428 33,574 (951,002) — Related-party and third-party revenues — 208,781 1,581,464 — 1,790,245 Total revenues — 1,126,209 1,615,038 (951,002) 1,790,245 Cost of revenues — (901,219) (1,239,746) 945,223 (1,195,742) Research and development expenses — (75,355) (134,602) — (209,957) Selling and marketing expenses (1) — (197,310) (256,647) 171,672 (282,285) General and administrative expenses (4,111) (14,096) (42,303) — (60,510) Total operating expenses (4,111) (286,761) (433,552) 171,672 (552,752) Other income — 5,394 7,512 — 12,906 Equity in (loss)/gain of subsidiaries/VIEs (2) (288,409) (522,116) — 810,525 — Loss from operations (292,520) (578,493) (50,748) 976,418 54,657 Interest (expenses)/income and investment income-net (3) 18,438 (645) — (7,287) 10,506 Other non-operating income/(loss) 2,488 — — — 2,488 Loss before income tax expenses (271,594) (579,138) (50,748) 969,131 67,651 Income tax expenses — 3,707 (3,260) — 447 Net Loss from continuing operations (271,594) (575,431) (54,008) 969,131 68,098 Less: Net loss from continuing operations attributable to the non-controlling interest shareholders — — (186) — (186) Net loss from continuing operations attributable to the Company (271,594) (575,431) (53,822) 969,131 68,284 Net loss from discontinued operations attributable to the Company — — 201,389 (545,188) (343,799) Net loss from attributable to the Company (271,594) (575,431) 147,567 423,943 (275,515) Notes: (1) It represents the elimination of inter-company transactions among the VIEs and equity subsidiaries and primary beneficiaries of VIEs and their subsidiaries.

Removed

A series of contractual agreements have been entered into by and among our WFOEs, our VIEs and their respective shareholders, including (i) shareholder voting proxy agreements and equity pledge agreements, which provide us with effective control over our VIEs in China, (ii) exclusive consultation and service agreements, which allow us to receive economic benefits from our VIEs in China, (iii) exclusive option agreements, which provide us with the option to purchase the equity interests in, and assets of, our VIEs, and (iv) equity pledge agreements, under which the shareholders of our VIEs have pledged 100% equity interests in our VIEs to our WFOEs to secure shareholders’ obligations under the exclusive option agreements, the shareholder voting proxy agreements and the equity pledge agreements.

Added

Key Information—D. Risk Factors. Risks Related to Our Business and Industry Risks and uncertainties related to our business include, but not limited to, the following: ● Xiaomi is our strategic partner and our most important customer. A significant portion of our revenue derive from sales to Xiaomi.

Removed

Terms contained in each set of contractual arrangements with our VIEs and their respective shareholders are substantially similar. For more details of these contractual arrangements, see “Item 4. Information on the Company—C.

Added

Embracing the mission of “ AI for Better Water ,” we strive to utilize AI technology to provide better drinking water solutions for households. As an industry-leading technology company in home water solutions in China, we have developed a distinctive “ Equipment + Consumables ” business model.

Removed

Organizational Structure—Contractual Arrangements with Our VIEs and Their Shareholders.” However, the contractual arrangements may not be as effective as direct ownership in providing us with control over our VIEs and we may incur substantial costs to enforce the terms of the arrangements.

Added

We cannot assure you that we will be able to effectively manage our growth, that our current personnel, infrastructure, systems, procedures and controls or any measures to enhance them will be adequate and successful to support our expanding operations or that our strategies and new business initiatives will be executed successfully.

Removed

All of the agreements under our contractual arrangements are governed by PRC laws and provide for the resolution of disputes through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes arising from these contracts would be resolved in accordance with PRC legal procedures.

Added

Additionally, we advertise across various channels, such as event sponsor, live streaming, KOL promotions and social media. We believe our strategy to enhance our brand recognition is crucial to our future success. We have invested, and will need to continue to dedicate, significant time, efforts and resources to advertising and market promotion initiatives.

Removed

These arrangements have not been tested in arbitral tribunals or courts. Changes in the regulatory environment in China may limit our ability to enforce these contractual arrangements. Further, there are very few precedents and little formal guidance as to how contractual arrangements in the context of a VIE should be interpreted or enforced under PRC laws.

Added

We set standards of practice of our network partners and provide incentives and periodic evaluation. However, our control over the network partners may not be as effective as if we directly owned and operated these offline stores.

Removed

There remain significant uncertainties regarding the ultimate outcome of such arbitration should legal action become necessary. See “Item 3. Key Information—D.

Added

… 632 more changes not shown on this page.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

16 edited+341 added−376 removed0 unchanged

2023 filing

2024 filing

The provisions require, among others, that PRC domestic enterprises seeking to offer and list securities in overseas markets, either directly or indirectly, shall establish and improve the system of confidentiality and archives work, and shall complete approval and filing procedures with competent authorities, if such PRC domestic enterprises or their overseas listing entities provide or publicly disclose documents or materials involving state secrets and work secrets of state organs to relevant securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals.

The provisions require, among others, that PRC domestic enterprises seeking to offer and list securities in overseas markets, either directly or indirectly, shall establish the confidentiality and archives system, and shall complete approval and filing procedures with competent authorities, if such PRC domestic enterprises or their overseas listing entities provide or publicly disclose documents or materials involving state secrets and work secrets of PRC government agencies to relevant securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals.

Under the Foreign Exchange Administration Regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from the SAFE, by complying with certain procedural requirements.

Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of the SAFE by complying with certain procedural requirements.

Regulations on foreign exchange registration of offshore investment by PRC residents On July 4, 2014, the SAFE issued the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, and its implementation guidelines.

In July 2014, the SAFE, promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment Through Special Purpose Vehicles, or SAFE Circular 37 .

On February 24, 2023, the CSRC released the Provisions on Strengthening Confidentiality and Archives Management of Overseas Securities Issuance and Listing by Domestic Enterprises effective on March 31, 2023.

In addition, on February 24, 2023, the CSRC, the PRC Ministry of Finance, National Administration of State Secrets Protection and National Archives Administration of China jointly issued the Provisions on Strengthening Confidentiality and Archives Management of Overseas Securities Issuance and Listing by Domestic Enterprises, which became effective on March 31, 2023.

Such participants must also retain an overseas entrusted institution to handle matters in connection with their exercise of stock options, purchase and sale of corresponding stocks or interests, and fund transfer.

In addition, an overseas-entrusted institution must be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests.

However, approval from or registration with appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of foreign currency-denominated loans. 86 Table of Contents On March 30, 2015, the SAFE issued the Circular on Reforming the Administration Measures on Conversion of Foreign Exchange Registered Capital of Foreign-invested Enterprises, which took effective on June 1, 2015 and was amended on December 30, 2019 and March 23, 2023.

However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies.

Xiaoping Chen, our founder, chairman of our board of directors, chief executive officer and a beneficial owner of the shares of our company, holds 99.78% of the equity interests in Foshan Viomi, with the remaining 0.22% equity interests held by a limited partnership controlled and managed by Mr. Xiaoping Chen. (2) Mr. Chen holds 60% equity interests in Beijing Viomi.

Foshan Viomi, 99.78% equity interests of which is held by Mr. Chen and the remaining 0.22% equity interests of which is held by a limited partnership controlled and managed by Mr. Chen, holds 100% of equity interests in the other VIE, Guangzhou Interconnect.

According to the PRC Enterprise Income Tax Law, the enterprise income tax rate of a high and new technology enterprise is 15%.

In addition, the income tax of an enterprise that has been determined to be a high and new technology enterprise can be reduced to a preferential rate of 15%.

The Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors include provisions that mandate offshore special purpose vehicles established for overseas listing through acquisitions of PRC domestic companies and controlled by PRC companies or individuals to seek approval from the CSRC before publicly listing their securities on an overseas stock exchange.

The Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, which were adopted by six PRC regulatory agencies in 2006 and amended by Ministry of Commerce in 2009, require an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC persons or entities to obtain the approval from the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.

It further stipulates that (1) providing or publicly disclosing documents and materials which may adversely affect national security or public interests, and accounting records or photocopies thereof to relevant securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals shall be subject to corresponding procedures in accordance with the laws and regulations; and (2) any working papers formed in the territory of the PRC by securities companies and securities service agencies that provide domestic enterprises with securities services relating to overseas securities issuance and listing shall be stored in the territory of the PRC, the outbound transfer of which shall be subject to corresponding procedures in accordance with the laws and regulations.

It further stipulates that providing or publicly disclosing documents and materials which may adversely affect national security or public interests, and accounting files or copies of important preservation value to the state and society shall be subject to corresponding procedures in accordance with the laws and regulations.

In addition, a wholly foreign-owned enterprise in China is required to set aside at least 10.0% of its after-tax profit based on PRC accounting standards each year to its general reserves until the accumulative amount of such reserves reach 50.0% of its registered capital. These reserves are not distributable as cash dividends.

In addition, a wholly foreign-owned enterprise is required to set aside at least 10% of its after-tax profits each year, after making up previous years’ accumulated losses, if any, to fund certain statutory reserve funds, until the aggregate amount of such a fund reaches 50% of its registered capital.

If we or our PRC grantees fail to comply with these notices and the Individual Foreign Exchange Rule, we and/or our PRC grantees may be subject to fines and other legal sanctions. We may also face regulatory uncertainties that could restrict our ability to adopt additional share incentive plans for our directors and employees under PRC laws.

We also face regulatory uncertainties that could restrict our ability to adopt additional incentive plans for our directors, executive officers and employees under PRC laws. See “ Item 4. Information on the Company—B.

Our PRC citizen employees who have been granted share options or restricted shares, or PRC grantees, are subject to the Notices on Issues concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plans of Overseas Publicly Listed Companies.

In February 2012, the SAFE promulgated the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company.

Employers in most cases are also required to provide severance payment to their employees after their employment relationships are terminated. 84 Table of Contents Enterprises in China are required by PRC laws and regulations to participate in certain employee benefit plans, including social insurance funds, namely, a pension plan, a medical insurance plan, an unemployment insurance plan, a work-related injury insurance plan and a maternity insurance plan, and a housing provident fund, and contribute to the plans or funds in amounts equal to certain percentages of salaries, including bonuses and allowances, of the employees as specified by the local government from time to time at locations where they operate their businesses or where they are located.

Companies operating in China are required to participate in various government-sponsored employee benefit plans, including certain social insurance, housing funds and other welfare-oriented payment obligations, and contribute to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of employees up to a maximum amount specified by the local government from time to time at locations where our employees are based.

Under these laws and regulations, foreign-invested enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations.

If our wholly owned PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us. 41 Table of Contents Under PRC laws and regulations, wholly foreign-owned enterprises in the PRC, such as our WFOEs, may pay dividends only out of its accumulated profits as determined in accordance with PRC accounting standards and regulations.

Pursuant to SAFE Circular 37 and its implementation guidelines, PRC residents (including PRC institutions and individuals) must register with local branches of the SAFE in connection with their direct or indirect offshore investment in an overseas special purpose vehicle, or SPV, directly established or indirectly controlled by PRC residents for the purposes of offshore investment and financing with their legally owned assets or interests in domestic enterprises, or their legally owned offshore assets or interests.

SAFE Circular 37 requires PRC residents (including PRC individuals and PRC corporate entities as well as foreign individuals that are deemed as PRC residents for foreign exchange administration purposes) to register with the SAFE or its local branches in connection with their direct or indirect offshore investment activities.

Removed

ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company We commenced our operation in May 2014 to develop, design, manufacture and sell IoT products, including smart water purification systems.

Added

Item 4. Information on the Company—B. Business Overview—Regulations—Regulations on M&A rules and overseas listings ” for details.

Removed

In July 2018, we established Guangdong Lizi, a subsidiary of Foshan Viomi, as a smart water purification system facility focusing on the research, design, production and supply of smart water purifiers and water purifier filters. Guangdong Lizi began commercial manufacturing operations in January 2019.

Added

If we fail to complete the filing with the CSRC in a timely manner or at all, for any future offerings, listing or any other capital raising activities, which are subject to the filings under the Trial Measures for Overseas Listing, due to the contractual arrangements between our WFOEs, our VIEs and its shareholders, our ability to raise or utilize funds could be materially and adversely affected, and we may even need to unwind our contractual arrangements with our VIEs and its shareholders or restructure our business operations to rectify the failure to complete the filings.

Removed

On September 25, 2018, our ADSs commenced trading on the Nasdaq Stock Market under the symbol “VIOT.” In October 2020, we established Zhumeng Hulian Technology (Guangdong) Co. Ltd. as a wholly-owned subsidiary of Codream HK Co., Limited, one of our subsidiaries.

Added

However, given that the Trial Measures for Overseas Listing are relatively new, their interpretation, application, and enforcement and how they will affect our operations and our future financing are still uncertain. We rely on contractual arrangements with our VIEs and their respective shareholders, which may not be as effective as direct ownership in providing operational control.

Removed

In November 2020, Foshan Viomi transferred all of its equity interests of Guangdong Lizi to Zhumeng Hulian Technology (Guangdong) Co. Ltd.

Added

We have relied and expect to continue to rely on contractual arrangements with our VIEs and their shareholders to conduct part of our business in China. These contractual arrangements may not be as effective as direct ownership in providing us with control over our VIEs.

Removed

Meanwhile, Guangdong Lizi expanded its production of smart water purification system, and expanded its business scope to include research, design, production and supply of smart sweeper robots, as well as supply of some small appliances. 61 Table of Contents In order to comply with PRC laws and regulations regarding restrictions and prohibitions on foreign ownership of internet and other related business in China, we carry out our business primarily through the VIEs.

Added

For example, our VIEs and their shareholders could breach their contractual arrangements with us by, among other things, failing to conduct their operations in an acceptable manner or taking other actions that are detrimental to our interests.

Removed

We have two WFOEs in China, namely Lequan Technology (Beijing) Co., Ltd., or our WFOE I, and Yunmi Hulian Technology (Guangdong) Co., Ltd., or our WFOE II, to direct the activities of our VIEs and their subsidiaries. Our WFOE I has a series of contractual arrangements with Beijing Viomi and its shareholders.

Added

If we had direct ownership of our VIEs, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of our VIEs, which in turn could implement changes, subject to any applicable fiduciary obligations, at the management and operational level.

Removed

Our WFOE II has a series of contractual arrangements with Foshan Viomi and its shareholders. See “—C. Organizational Structure—Contractual Arrangements with Our VIEs and Their Shareholders” below. Revenues contributed by our VIEs accounted for 91.6%, 86.8% and 85.2% of our total revenues for the years ended December 31, 2021, 2022 and 2023, respectively.

Added

However, under the current contractual arrangements, we rely on the performance by our VIEs and their shareholders of their obligations under the contracts to exercise control over our VIEs. However, the shareholders of our consolidated VIEs may not act in the best interests of our company or may not perform their obligations under these contracts.

Removed

Our principal executive offices are located at Wansheng Square, Rm 1302 Tower C, Xingang East Road, Haizhu District, Guangzhou, Guangdong, 510220, People’s Republic of China. Our telephone number at this address is +86 20 8930 9496.

Added

Such risks exist throughout the period in which we intend to operate certain portions of our business through the contractual arrangements with our VIEs.

Removed

Our registered office in the Cayman Islands is located at offices of Maples Corporate Services Limited at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. You can find the information that we file with the SEC on www.sec.gov . You can also find information on our website ir.viomi.com . This website is not part of this annual report.

Added

If any disputes relating to these contracts remains unresolved, we will have to enforce our rights under these contracts through the operations of PRC laws and arbitration, litigation and other legal proceedings and therefore will be subject to uncertainties as to the outcome of any such legal proceedings.

Removed

B. Business Overview We have developed a unique IoT@Home platform, consisting of IoT@Home portfolio products, home water solutions, together with a suite of complementary consumable products and small appliances and others.

Added

See “ —Any failure by our VIEs or their shareholders to perform their obligations under our contractual arrangements with them would have a material and adverse effect on our business, financial condition and results of operations .” Therefore, our contractual arrangements with our VIEs and their shareholders may not be as effective in ensuring our control over the relevant portion of our business operations as direct ownership would be. 39 Table of Contents Any failure by our VIEs or their shareholders to perform their obligations under our contractual arrangements with them would have an adverse effect on our business, financial condition and results of operations.

Removed

This platform provides an attractive entry point into the consumer home, enabling consumers to intelligently interact with a broad portfolio of IoT products in an intuitive and human-like manner to make daily life more convenient, efficient and enjoyable, while allowing us to grow our household user base and capture various additional scenario-driven consumption events in the home environment.

Added

We refer to the shareholders of our VIEs as their nominee shareholders because although they remain the holders of equity interests on record in our VIEs, pursuant to the terms of the relevant shareholder voting proxy agreements, each such shareholder has irrevocably authorized any person designated by our WFOE to exercise the rights as a shareholder of the VIEs.

Removed

As of December 31, 2023, our IoT@Home platform had approximately 8.4 million household users. Our IoT@Home platform comprises of two main parts, our Viomi business, which includes our Viomi-branded products, and our Xiaomi business, which involves our strategic partnership with Xiaomi.

Added

However, if our VIEs or their shareholders fail to perform their respective obligations under the contractual arrangements, we may have to incur substantial costs and expend additional resources to enforce such arrangements.

Removed

Sales through our own and third-party channels, which constitute the vast majority of our Viomi-branded products business, accounted for 56.7%, 56.6% and 47.2% of our net revenues in 2021, 2022 and 2023, respectively. Xiaomi is our strategic partner, shareholder and customer.

Added

We may also have to rely on legal remedies under PRC laws, including seeking specific performance or injunctive relief, and contractual remedies, which we cannot assure you will be sufficient or effective under PRC laws.

Removed

Our strategic partnership with Xiaomi provides us with access to Xiaomi’s ecosystem users, sales platforms and data resources and related support. Sales to Xiaomi, predominantly comprising Xiaomi-branded products, accounted for 43.3%, 43.4% and 52.8% of our net revenues in 2021, 2022 and 2023, respectively.

Added

For example, if the shareholders of our VIEs were to refuse to transfer their equity interest in our VIEs to us or our designee if we exercise the purchase option pursuant to these contractual arrangements, or if they were otherwise to act in bad faith toward us, then we may have to take legal actions to compel them to perform their contractual obligations.

Removed

Our strong research and development capabilities, supply chain resources and innovative products and services are able to enrich Xiaomi’s suite of offerings, resulting in a mutually beneficial relationship between Xiaomi and us. We have developed a 5G IoT home system, which combines technology, AI algorithms, 5G IoT chip modules, sensors, smart hardware and cloud storage.

Added

All of the agreements under our contractual arrangements are governed by PRC laws and stipulate the resolution of disputes through arbitration in China.

Removed

This system encourages the expansion of our one-stop IoT home solutions, offering users smart home appliances, devices and software services for various home scenarios.

Added

The arbitration provisions relate to the claims arising out of the contractual relationship established by the VIE agreements, rather than claims under the United States federal securities laws, and do not prevent shareholders of our company from pursuing claims under the United States federal securities laws.

Removed

In 2021, we introduced the EROx mineral water purifier, the Super Pro 1200G water purifier, the Space all-direction AI air conditioner, the Alpha 2 Plus premium sweeper robot, the EyeBot smart toilet, as well as EyeBot AI range hood, EyeBot AI washing machine and other new AI products with technology upgrades.

Added

Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes arising from these contracts would be resolved in accordance with PRC legal procedures. We cannot guarantee that we could successfully enforce these contractual arrangements in a timely manner, or at all.

Removed

We also expanded our cleanliness product category by introducing the Cyber series of our smart wet/dry vacuum cleaner and mop in the second half of 2021.

Added

See “ —Risks Related to Doing Business in China—Failure to respond to changes in the regulatory environment in China could adversely affect us .” Meanwhile, there are very few precedents and little formal guidance as to how contractual arrangements in the context of a VIE should be interpreted or enforced under PRC laws.

Removed

At our strategic new product launch event in March 2022, we introduced our upgraded one-stop IoT home solution, ‘1=N44,’ which includes (i) our whole-home product portfolio; (ii) four major smart home capabilities: automatic networking, active intelligence, spatial awareness and natural interactions; and (iii) four additional services for our users, namely smart home solution design, over-the-air (OTA) update , a membership system and value-added services.

Added

There remain significant uncertainties regarding the ultimate outcome of such arbitration should legal action become necessary.

Removed

Our upgraded one-stop IoT home solution has already achieved solid initial results, thanks to our focus on product innovation, service system improvements, and our expanded sales channels for whole-home intelligence.

Added

In addition, under PRC laws, rulings by arbitrators are final, which means parties cannot appeal the arbitration results in courts, and if the losing parties fail to carry out the arbitration awards within a prescribed time limit, the prevailing parties may only enforce the arbitration awards in PRC courts through arbitration award recognition proceedings, which would require additional expenses and delay.

Removed

We also introduced a series of premium smart home products with more advanced AI application and technology innovation, including the upgraded AI air conditioner Space Pro, the business refrigerator Boss, our 2000-gallon large-flux water purifier Super 2 and AI screen-based control interface Home Pad Plus, among others, together with several new products under our premium brand coKiing, such as the Royal Pro series of double-screen refrigerators and AI twin-tub washing machines, as well as the Royal series of AI dishwashers featuring ionic sterilization and AI laser interactive smart screens.

Added

In the event we are unable to enforce these contractual arrangements, or if we suffer significant delays or other obstacles in the process of enforcing these contractual arrangements, we may not be able to exert effective control over our VIEs, and our ability to conduct our business may be negatively affected.

Removed

We also introduced a series of new smart home devices, such as EyeLink, our smart lock with upgraded 3D facial recognition technology, as well as HomePad Plus, our AI screen-based control interface for managing all smart home appliances across scenarios. 62 Table of Contents In October 2022, we hosted ‘AI: Helpful 2.0,’ our autumn online software launch event, which focused on our software upgrades and product iteration across four dimensions, including health care, energy conservation and environmental protection, active intelligence, and natural interaction, further improving our one-stop IoT home solutions from the software side.

Added

Contractual arrangements in relation to our VIEs may be subject to scrutiny by the PRC tax authorities and they may determine that we or our VIEs owe additional taxes, which could negatively affect our financial condition and the value of your investment.

Removed

At the same time, on the hardware side, we launched a series of new smart home appliances, including Alpha, our AI range hood with AI smart eye suction; Master Pro, our 1200G Quanxian AI water purifier with integrated heat purification; Alpha 3 Pro, our AI sweeping robot equipped with an all-purpose base station; and Super 2 Max, our AI gas water heater with intelligent temperature control.

Added

Under applicable PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities.

Removed

In the category of smart home products, we introduced Super 2 AI smart door locks with an ultra-wide-angle digital peephole. In November 2022, our one-stop IoT home solution platform, HomeMap app, was awarded the Precision Science and Technology Award by the Ministry of Science and Technology of China and the National Office for Science and Technology Awards of China.

Added

We could face material and adverse tax consequences if the PRC tax authorities determine that the VIE contractual arrangements were not entered into on an arm’s length basis in such a way as to result in an impermissible reduction in taxes under applicable PRC laws, rules and regulations, and adjust the income of our VIEs in the form of a transfer pricing adjustment.

Removed

Furthermore, during the year of 2022, we received approvals to establish both our Doctoral Workstation of Guangdong Province and our Foshan Enterprise Postdoctoral Workstation, which will facilitate talent cultivation and project incubation of us.

Added

A transfer pricing adjustment could, among other things, result in a reduction of expense deductions recorded by our VIEs for PRC tax purposes, which could in turn increase its tax liabilities without reducing our WFOE’s tax expenses.

Removed

At our new product launch event in April 2023, we introduced our further upgraded one-stop IoT home solution, “AI ： Helpful 2.0,” which includes (i) our whole-home AI product portfolio and (ii) three major intelligence capabilities: spatial awareness, environment awareness and AI voice interaction.

Added

In addition, the PRC tax authorities may impose late payment fees and other penalties on our VIEs for the adjusted but unpaid taxes according to the applicable regulations.

Removed

With the popularization of new energy vehicles and the intelligentization of terminal devices, we have AI better integrated into our whole-home AI product portfolio, which not only allows users to have a disruptive experience but also provides unlimited imagination space for the entire smart home industry.

Added

Our financial position could be materially and adversely affected if our VIEs’ tax liabilities increase or if it is required to pay late payment fees and other penalties. 40 Table of Contents The shareholders of our VIEs may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.

Removed

We also introduced a series of upgraded smart home products, Series Master 3, with better integration of AI application and technology innovation, including the Master 3 Pro formaldehyde-removing AI vertical air conditioner, the Master 3 ultra-thin built-in refrigerator and the Master 3 Pro gas-electric hybrid water heater, among others.

Added

Shareholders of our VIEs may have potential conflicts of interest with us. For instance, Mr.

Removed

We also introduced other products, such as the Super 2 Pro AI vertical air conditioner equipped with a fresh-air system. We strive to provide the industry-leading one-stop IoT home solution to consumers across markets. Currently, we have built a broad AI-integrated product portfolio with Series Super, Series Master, Series Space and Series Royal Pro targeting different markets.

Added

Xiaoping Chen, our founder, chairman of our board of directors, and chief executive officer, holds 60% of equity interests in Beijing Viomi, one of our VIEs, with the remaining 40% equity interests of which is held by affiliates or employees of certain of our principal shareholders, Red Better Limited and Shunwei Talent Limited.

Removed

At our new product launch event in October 2023, we introduced our new home water solution, which mainly includes our 1200G Super 2 AI water purifier equipped with bamboo charcoal filters, our 2000G Space AI Water Purifier with the main RO filter of 10-year durable life, and our Super 2 Max AI water purifier integrated with ultra-microbubble technology.

Added

Conflicts of interests may arise between their roles in our company or in our principal shareholders and their positions as nominal shareholders of our VIEs.

Removed

In November 2023, we announced the elevation of our water purification business to a strategic business unit, which supports the implementation of our strategy of focusing on water purification, leverages our leading R&D and manufacturing capabilities, and further enhances our commitment to high-quality and sustainable development.

Added

These shareholders of our VIEs may breach, or cause our VIEs to breach, or refuse to renew, the existing contractual arrangements we have with them and our VIEs, which would have a material and adverse effect on our ability to effectively control our VIEs and receive economic benefits from them.

Removed

With our unwavering commitment to bring smarter products and solutions to consumers, we ranked the 443 rd in the 20 th edition of “2023 China’s Top 500 Brands” list released by World Brand Lab on June 15, 2023, with a brand value of approximately RMB13.4 billion.

Added

For example, the shareholders may be able to cause our agreements with our VIEs to be performed in a manner adverse to us by, among other things, failing to remit payments due under the contractual arrangements to us on a timely basis.

… 653 more changes not shown on this page.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

1 edited+115 added−195 removed0 unchanged

2023 filing

2024 filing

Our cash and cash equivalents primarily consist of cash on hand, demand deposits and highly liquid investments placed with banks. We believe that our cash and cash equivalents and restricted cash and our anticipated cash flows from operations will be sufficient to meet our current and anticipated needs for general corporate purposes for at least the next 12 months.

We believe that our current cash and cash equivalents and anticipated cash flow from operations will be sufficient to meet our anticipated cash needs for the next 12 months.

Removed

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report on Form 20-F. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties.

Added

Item 5. Operating and Financial Review and Prospects—E. Critical Accounting Estimates—Critical Accounting Policies, Judgments and Estimates—Sales returns and sales incentives .” Meanwhile, in-house manufacturing subjects us to various PRC environmental laws and regulations that are evolving and subject to further implementation and interpretation, potentially leading to higher compliance costs for us.

Removed

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information—D. Risk Factors” or in other parts of this annual report on Form 20-F. A.

Added

We are also required to maintain all environmental permits, filings and registrations related to our business, including pollution discharge certificate, fire protection certificate, and the environmental protection examination and approval, which are subject to periodic renewal.

Removed

Operating Results Key Factors Affecting Our Results of Operations Key factors affecting our results of operations include the following: Consumption trend and adoption of IoT-enabled smart home technology in China Our business and operating results are affected by general factors influencing China’s broader consumer products and home appliances industries, including overall macroeconomic and consumer disposable income conditions, overall consumption trends, and in particular public knowledge, acceptance and adoption of new and innovative technology such as IoT technology.

Added

Although we have obtained and completed all such permits, approval and registrations for our facilities as of the date of this annual report, we cannot assure you that we will be able to obtain their respective renewal in a timely manner, or at all.

Removed

In recent years, China has experienced varied economic performance, which has influenced consumer behavior and expectations for living standards. While there have been periods of economic growth, recent trends suggest a more complex economic environment, with the middle class potentially facing more economic pressures than in previous years.

Added

If we fail to comply in full respect with environmental laws and regulations, we may face fines, orders to suspend our manufacturing and civil or criminal litigations. 28 Table of Contents We are exposed to potential liabilities arising from the products we sell, and costs related to defective products could have a material adverse impact on us.

Removed

Chinese consumers, particularly those from the emerging middle class, who are a key demographic for our products, have shown a preference for higher-quality and innovative products. However, the extent of this preference can vary, influenced by broader economic conditions and individual financial stability. Interest in products integrating AI and IoT technologies remains, reflecting a desire for advanced, modern living solutions.

Added

Disputes over warranties of our products can arise in the ordinary course of our business. In extreme situations, we may be exposed to various liabilities relating to potential personal injuries as a result of misuse or quality defects of the products we sell.

Removed

The broader acceptance of advanced technologies like voice- and motion-activated controls is growing as these features become more mainstream. However, the adoption of such technologies is not uniform and can be impacted by economic factors and consumer education regarding the benefits and applications of these technologies.

Added

We may experience material product liability losses, and we may be unable to defend these claims at a contained level of cost or at all. Although we have product liability insurance, we cannot assure you that our insurance coverage will be sufficient or that we will be able to obtain sufficient coverage at an acceptable cost in the future.

Removed

While these macroeconomic and industry trends have historically supported demand for our products, their influence can be both positive and negative, reflecting the dynamic nature of the market and economic conditions. As such, while these trends have potential to drive demand, they also pose risks that could affect consumer behavior and, consequently, our business operations.

Added

A successful claim brought against us in excess of our available insurance coverage may have a material adverse effect on our business, results of operations and financial condition.

Removed

Awareness of these dual potentials is essential in understanding the current and future landscape in which we operate. 92 Table of Contents Brand recognition and user base Our products and services, together with targeted marketing and promotional efforts, as well as our strategic partnership with Xiaomi, have contributed to positive word-of-mouth and media coverage.

Added

Although we historically had insignificant volumes of product replacements or product returns, the cost of product replacements or product returns in the future may be substantial, particularly given our increasing product categories and models, and we could incur substantial costs to implement modifications to fix defects in our products.

Removed

These factors have supported our brand recognition and helped to expand our user base. For instance, our cumulative household users grew from approximately 7.7 million at the end of 2022 to about 8.4 million by the end of 2023.

Added

Our consumers may experience service failures or interruptions due to defects in the software, infrastructure, components or processes that compromise our products and services, or due to errors in product installation, any of which could harm our business. Our products and services may contain undetected defects in the software, infrastructure, components or processes.

Removed

As we continue to invest in and develop our brand, we anticipate that our recognition in the market may increase, potentially leading to greater demand for our products and an expansion of our user base. This could open up further monetization opportunities and positively impact our business growth.

Added

Sophisticated software and applications, such as those offered by us, often contain “bugs” that can unexpectedly interfere with the software and applications’ intended operations. Our internet services may from time to time experience outages, service slowdowns or errors. Defects may also occur in components or processes used in our products or for our services.

Removed

However, the realization of these outcomes is subject to market conditions and consumer preferences, which could also pose challenges to our anticipated growth. New product launches The introduction and sales of new products, both under Viomi and Xiaomi brands, have been key elements in our strategy for our business.

Added

There can be no assurance that we will be able to detect and fix all defects in the hardware, software and services we offer.

Removed

Over the past several years, we have launched a variety of new products and plan to continue introducing more items that incorporate advanced technologies such as 5G and AI. In 2023, we released a series of upgraded smart home products that featured enhanced AI integration and technological innovations.

Added

Failure to do so could result in decreases in sales of our products and services, lost revenues, significant warranty and other expenses, decreases in customer confidence and loyalty, lost market share to our competitors, and harm to our reputation. Our delivery, return and exchange policies may adversely affect our results of operations.

Removed

These products included the Master 3 Pro formaldehyde-removing AI vertical air conditioner, the Master 3 ultra-thin built-in refrigerator, and the Master 3 Pro gas-electric hybrid water heater, among others. Additionally, we launched the Super 2 Pro AI vertical air conditioner, which comes equipped with a fresh-air system.

Added

We have adopted shipping policies that do not necessarily pass the full cost of shipping onto our customers. We also have adopted customer-friendly return and exchange policies that make it convenient and easy for customers to change their minds within seven days after completing direct online purchases from us.

Removed

We also introduced new home water solutions, such as the 1200G Super 2 AI water purifier with bamboo charcoal filters, the 2000G Space AI Water Purifier with a long-lasting main RO filter, and the Super 2 Max AI water purifier that features ultra-microbubble technology.

Added

We may also be required by law to adopt new or amend existing return and exchange policies from time to time. These policies improve users’ shopping experience and promote customer loyalty, which in turn help us acquire and retain users. However, these policies also subject us to additional costs and expenses which we may not recoup through increased revenues.

Removed

Additionally, in March 2024, during our Spring New Home Water Solution Product and AIoT@Home Solution Product Launch Events, we unveiled several products including the Kunlun AI mineral water purifier, which utilizes high-quality mineral resources and advanced technology for intelligent system adjustments, and the Alpha X cardiorespiratory detection radar, among other items.

Added

If our delivery, return and exchange policies are misused by a significant number of customers, our costs may increase significantly and our results of operations may be materially and adversely affected.

Removed

As we continue to expand our product offerings and enhance connectivity and synergies across our IoT@Home platform, we aim to promote the IoT@Home lifestyle experience. Our strategy includes fostering growth through repeat customer purchases, bundled sales, and the monetization of our consumable products and value-added services.

Added

If we revise these policies to reduce our costs and expenses, our users may be dissatisfied, which may result in loss of existing users or failure to acquire new users at a desirable pace, which may materially and adversely affect our results of operations.

Removed

However, the success of these strategies is contingent upon market reception, consumer preferences, and the competitive landscape, which may, in turn, affect our business performance and results of operations. Performance of our offline sales network An integral component of our sales channel strategy is the network of Viomi offline experience stores located across China.

Added

Our operating results could be materially harmed if we are unable to accurately forecast consumer demand for our products or manage our inventory. To ensure adequate supply for our products, we must forecast consumer demand for our products, including Xiaomi’s demand.

Removed

These stores play a role in enhancing our brand awareness and increasing our market presence, which in turn supports our pricing strategies as part of our broader sales and go-to-market efforts. Depending on market conditions, we may consider expanding our network of experience stores and continue investing in in-store training to improve the customer experience.

Added

Our ability to accurately forecast demand for our products could be affected by many factors, including changes in consumer perception of our products or our competitors’, sales promotions by us or our competitors, our sales channel inventory levels, and unanticipated changes in general market and economic conditions, among others. 29 Table of Contents We manage our inventory by constantly monitoring and tracking our current inventory levels, while keeping a portion of reserve stock, based on our forecast customer demand.

Removed

These efforts are in collaboration with our network partners and aim to contribute to the growth of our revenues and operational results. We are also focused on initiatives to boost store operating efficiency and productivity, such as partnering with more experienced and better-resourced network partners.

Added

If we fail to accurately forecast customer demand, we may experience excess inventory levels or a shortage of products available for sale. For example, our inventory level could increase on a seasonal basis as we prepare for large online sales promotion events, and it would be difficult for us to forecast the sales that we may achieve in those events.

Removed

Additionally, to diversify and strengthen our channel penetration, we have increased cooperation with various O2O outlets of major e-commerce retailers and have formed strategic partnerships with leading domestic home design companies such as KUKA. These initiatives are designed to expand our sales endpoints and enhance consumer awareness of our brand, products, and concepts.

Added

Inventory levels in excess of customer demand may result in inventory write-downs or write-offs and the sale of excess inventory at discounted prices, which may cause our gross margin to suffer and could impair the strength of our brand.

Removed

While these strategies are aimed at expanding our market reach and enhancing consumer engagement, the success of these strategies is subject to market conditions and consumer preferences, which could also pose challenges to our anticipated outcome.

Added

On the other hand, in the case we experience shortage of products, we may be unable to meet the demand for our products, and our business and operating results could be adversely affected. We have experienced inventory shortage of popular products in the past.

Removed

We do not anticipate that our approach to expanding the Viomi offline experience store network or our other channel diversification efforts will materially impact our gross margin.

Added

Such arrangement may lead to loss of consumer confidence and further uncertainty with respect to our inventory level. As market competition for products similar to ours intensifies, we expect that it will become more difficult to forecast demand.

Removed

This assessment is based on current market trends and our operational efficiencies, although it is subject to change with shifting market dynamics and consumer behavior. 93 Table of Contents Product and business mix We generate a significant portion of our revenues through the sales of our IoT products and we are continuing to introduce new products to the market.

Added

In addition, as we continue to introduce new product and services and expand our products portfolio, we may face increasing challenges managing the production plan and appropriate inventory levels for our product portfolio. Our efforts to manage, expand and diversify our customer base and sales channels may not be successful.

Removed

For the years ended December 31, 2021, 2022 and 2023, sales of our IoT products accounted for 78.1%, 71.2% and 73.2% of our net revenues, respectively. Different product categories may have different attributable gross margins due to various factors, including industry and competitive dynamics, our pricing strategy, target customer demographics as well as raw material and production costs, among others.

Added

Our key sales channels consist of a network of online e-commerce platforms, Viomi offline stores, third-party offline channels and overseas distribution channels, through which we predominantly sell Viomi-branded products, as well as Xiaomi, to which we predominantly sell Xiaomi-branded products. Historically, Xiaomi has been our largest and most important customer.

Removed

We may price certain flagship products, such as our smart refrigerators, at competitive prices to facilitate initial household user acquisition and entry in the family home, which may negatively affect our gross margins in the near term.

Added

A significant portion of our revenue derive from sales to Xiaomi. Specifically, sales to Xiaomi accounted for 74.7%, 78.9% and 82.7% of our net revenues in 2022, 2023 and 2024, respectively. Although we have devoted significant resources to maintaining, expanding and diversifying our customer base and sales channels, we cannot assure you that such efforts would succeed.

Removed

In addition, the proportionate contributions of our various business lines to our net revenues may change over time as we continue to develop our business and increase the number of our household users.

Added

Our current agreements with Xiaomi and third-party sales channels generally do not prohibit them from working with our competitors or from selling competing products. Our competitors may be more effective in providing incentives to our third-party online sales to favor our competitors’ products and promote their sales.

Removed

As such, our combined gross margin may be affected both by any change in revenues attributable to, and any change in the gross margin of, each business line.

Added

Pursuing, establishing and maintaining relationships with our online sales partners requires significant time and resources. We cannot assure you that we will be able to renew those agreements upon their expiry on commercially acceptable terms, or at all. Any such occurrences may negatively impact our business, results of operations and growth prospect.

Removed

Investment in R&D, marketing and brand promotion Our success is significantly dependent on our ability to continually bring to market products and services that are popular among consumers, particularly relative to those offered by our competitors. Accordingly, we dedicate significant resources towards research and development.

Added

In addition, we have been optimizing offline stores and cooperating with more and additional new network partners. With the increased scale of operations, we will be required to invest additional resources in managing our network partners, and hence we may not be able to expand as fast or as successfully as we expect.

Removed

For the year ended December 31, 2021, 2022 and 2023, research and development expenses were RMB311.8 million, RMB300.0 million and RMB222.9 million (US$31.4 million), accounting for 5.9%, 9.3% and 8.9% of our net revenues, respectively.

Added

In addition, our sales network management systems may not be effective. We rely on third-party service providers for logistics and aftersales services. If these service providers fail to provide reliable services, our business and reputation may be adversely affected.

Removed

We have been devoting research and development resources in the areas of AI, IoT, 5G and other emerging technologies in furtherance of our “AI + IoT + 5G” strategy.

Added

We rely on third-party couriers and logistics providers for order fulfillment and delivery services, including shipping products to Xiaomi, our other customers as well as end-consumers. We also outsource a majority of our installation and after-sale services for our products to third-party service providers.

Removed

Going forward, we will further invest in our research and development efforts as we continue to introduce new and innovative products to create a unique and holistic IoT@Home lifestyle experience for the benefit of consumers.

Added

While these arrangements allow us to focus on our main business, they reduce our direct control over the logistics and aftersales services provided to our customers.

Removed

Similarly, attracting new users and growing the number of our household users by continuing to strengthen our brand awareness as well as educating consumers about the benefits of our IoT@Home platform and the IoT@Home lifestyle experience are our key growth strategies.

Added

Logistics in our primary locations or transit to final destinations may be disrupted for a variety of reasons, including events that are beyond our control or the control of these service providers, such as inclement weather, natural and man-made disasters, health epidemics, information technology system failures, transportation disruptions, labor unrest, commercial disputes, military actions or economic, business, labor, environmental, public health, or political issues.

Removed

For the year ended December 31, 2021, 2022 and 2023, our selling and marketing expenses were RMB751.0 million, RMB614.9 million and RMB401.8 million (US$56.6 million), accounting for 14.2%, 19.0% and 16.1% of our revenues, respectively. Going forward, we intend to continue investing significant resources in our marketing, advertising and brand promotion efforts.

Added

If any of our service providers’ operations or services are disrupted or terminated, we may not be able to find alternative service providers with quality and on commercial terms to our satisfaction in a timely and reliable manner, or at all.

Removed

Relationship with Xiaomi Xiaomi is our strategic partner, shareholder, customer and related party. Our strategic partnership with Xiaomi provides us access to Xiaomi’s ecosystem users, sales platforms and data resources and related support. Sales to Xiaomi, predominantly comprising Xiaomi-branded products, accounted for 43.3%, 43.4% and 52.8% of our net revenues in 2021, 2022 and 2023, respectively.

Added

Additionally, if our products are not delivered in proper condition or in a timely manner or if errors occur in product installation or product maintenance processes, our products and services may be compromised, customer experience may be impacted adversely and, as a result, our business and reputation could suffer.

Removed

Added

Further, if our logistics and after-sale service providers raise their fee rate, we may incur additional costs and may not be able to pass such costs to our customers. 30 Table of Contents An economic downturn may adversely affect consumer discretionary spending and demand for our products and services. Our products and services may be considered discretionary items for consumers.

Removed

We expect the absolute amount of our revenues generated from our sales to Xiaomi to retain stable or increase going forward, since maintaining a mutually beneficial relationship with Xiaomi, including potential additional product collaborations, will continue to be important to our operations and future growth.

Added

Factors affecting the level of consumer spending for such discretionary items include general economic conditions and other factors, such as consumer confidence in future economic conditions, consumer sentiment, the availability and cost of consumer credit, levels of unemployment, and tax rates.

Removed

Seasonality We generally expect to experience seasonally higher sales in the second and fourth quarters, primarily attributable to the major shopping festivals and promotional activities across major e-commerce platforms in China, such as “618,” “Double Eleven” and “Double Twelve.” Given the impact of this seasonality, timely and effective forecasting and product supply and introductions for the peak seasons are critical to our operations. 94 Table of Contents Key Components of Our Results of Operations Net revenues We derive our revenues from four key business lines: (i) our IoT@Home portfolio products, (ii) home water solutions, (iii) consumables, and (iv) small appliances and others.

Added

Unfavorable economic conditions may lead consumers to delay or reduce purchases of our products and services and consumer demand for our products and services may not grow as we expect. Our sensitivity to economic cycles and any related fluctuation in consumer demand for our products and services may have an adverse effect on our operating results and financial condition.

Removed

Our IoT@Home portfolio products include our smart kitchen products and other smart products. Home water solutions mainly include smart water purification systems. Consumables include products complementary to our IoT products, such as water filters.

Added

Any significant cybersecurity incident or disruption of our information technology systems or those of third-party partners could materially damage our user relationships and subject us to significant reputational, financial, legal and operational consequences.

Removed

Our small appliances and other business include the sales of complementary household products, such as small appliances and homeware, as well as provision of various services, such as access to media and entertainment content, e-commerce platforms and interfaces embedded within and integrated with our products, and installation services.

Added

We depend on our information technology systems, as well as those of third parties, to develop new products and services, operate our platform, host and manage our services, store data, process transactions, respond to user inquiries, and manage inventory and our supply chain.

Removed

The following table sets forth the breakdown of our net revenues by business lines both in absolute amounts and as a proportion of the net revenue for the periods indicated. For the Year Ended December 31, 2021 2022 2023 RMB % RMB % RMB US$ % Net revenues: IoT@Home portfolio products 3,400,966 64.1 1,619,941 50.1 1,220,852 171,954 49.0 Home water solutions 742,912 14.0 681,054 21.1 604,012 85,073 24.2 Consumables 367,021 6.9 358,442 11.1 314,372 44,278 12.6 Small appliances and others (1) 792,936 15.0 573,294 17.7 354,150 49,881 14.2 Total 5,303,835 100.0 3,232,731 100.0 2,493,386 351,186 100.0 Note : (1) Including sales of small appliances and rendering of services.

… 231 more changes not shown on this page.

Item 6. [Reserved]

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

28 edited+24 added−1 removed67 unchanged

2023 filing

2024 filing

Viomi Limited is wholly owned by a trust established for the benefit of Mr. Xiaoping Chen and his family. The abovementioned certain employees granted an irrevocable voting proxy for all their ordinary shares to Mr. Xiaoping Chen. (2) Represents 67,636,364 Class B ordinary shares and 2,200,000 Class A ordinary shares held by Viomi Limited, a British Virgin Islands company.

The abovementioned certain employees granted an irrevocable voting proxy for all their ordinary shares to Mr. Xiaoping Chen. (2) Represents 67,636,364 Class B ordinary shares and 2,200,000 Class A ordinary shares held by Viomi Limited, a British Virgin Islands company. Viomi Limited is wholly owned by a trust established for the benefit of Mr. Xiaoping Chen and his family.

Wu received his bachelor’s degree in engineering from Huazhong University of Science & Technology in 1998. Mr. Jun Li has served as our independent director since September 2019. Mr. Li is a professor, Ph. D. supervisor, and the Deputy Dean of College of Engineering in South China Agricultural University. Prior to joining South China Agricultural University in July 2007, Mr.

Wu received his bachelor’s degree in engineering from Huazhong University of Science & Technology in 1998. Mr. Jun Li has served as our independent director since September 2019. Mr. Li is a professor, Ph. D. supervisor, and the Dean of College of Engineering in South China Agricultural University. Prior to joining South China Agricultural University in July 2007, Mr.

The audit committee is responsible for, among other things: ● appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; ● reviewing with the independent auditors any audit problems or difficulties and management’s response; ● discussing the annual audited financial statements with management and the independent auditors; 112 Table of Contents ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; ● reviewing and approving all proposed related party transactions; ● meeting separately and periodically with management and the independent auditors; and monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

The audit committee is responsible for, among other things: ● appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; ● reviewing with the independent auditors any audit problems or difficulties and management’s response; ● discussing the annual audited financial statements with management and the independent auditors; 110 Table of Contents ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; ● reviewing and approving all proposed related party transactions; ● meeting separately and periodically with management and the independent auditors; and monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

The executive officer may resign at any time with a 60-day advance written notice. 109 Table of Contents Each executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information or trade secrets, any confidential information or trade secrets of our clients or prospective clients, or the confidential or proprietary information of any third party received by us and for which we have confidential obligations.

The executive officer may resign at any time with a 60-day advance written notice. 107 Table of Contents Each executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information or trade secrets, any confidential information or trade secrets of our clients or prospective clients, or the confidential or proprietary information of any third party received by us and for which we have confidential obligations.

The following table summarizes, as of December 31, 2023, the awards granted under the 2015 Plan or the 2018 Plan to our directors and executive officers, excluding awards that were forfeited or cancelled after the relevant grant dates. Ordinary Share Underlying Exercise Price Date of Name Options (US$/Share) Date of Grant Expiration Chen Xiaoping * 1.1 May 6, 2020 April 1, 2030 * Less than 1% of our total outstanding shares.

The following table summarizes, as of December 31, 2024, the awards granted under the 2015 Plan or the 2018 Plan to our directors and executive officers, excluding awards that were forfeited or cancelled after the relevant grant dates. Ordinary Share Underlying Exercise Price Date of Name Options (US$/Share) Date of Grant Expiration Chen Xiaoping * 1.1 May 6, 2020 April 1, 2030 * Less than 1% of our total outstanding shares.

In certain limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached. 113 Table of Contents Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs.

In certain limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached. 111 Table of Contents Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs.

The award agreements evidencing the awards shall contain the terms established by the plan administrator for that award, as well as any other terms, provisions, or restrictions that the plan administrator may impose on the award or any ordinary shares subject to the award of option. 110 Table of Contents Exercise of Awards .

Awards may not be transferred in any manner by the recipient, except as otherwise provided in the 2018 Plan, such as by will or the laws of descent and distribution. 111 Table of Contents Termination and Amendment of the 2018 Plan.

Awards may not be transferred in any manner by the recipient, except as otherwise provided in the 2018 Plan, such as by will or the laws of descent and distribution. 109 Table of Contents Termination and Amendment of the 2018 Plan.

As of December 31, 2023, awards to purchase 2,989,964 ordinary shares have been granted and are outstanding under the 2015 Plan, excluding awards that were exercised, forfeited or cancelled after the relevant grant dates. The following paragraphs summarize the terms of the 2015 Plan. Types of Awards . The 2015 Plan permits the awards of options and restricted shares.

As of December 31, 2024, awards to purchase 2,650,276 ordinary shares have been granted and are outstanding under the 2015 Plan, excluding awards that were exercised, forfeited or cancelled after the relevant grant dates. The following paragraphs summarize the terms of the 2015 Plan. Types of Awards . The 2015 Plan permits the awards of options and restricted shares.

Share Ownership Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our shares as of February 29, 2024 by: ● each of our directors and executive officers; and ● each of our principal shareholders who beneficially own 5% or more 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 shares as of July 31, 2025 by: ● each of our directors and executive officers; and ● each of our principal shareholders who beneficially own 5% or more of our total outstanding shares on an as-converted basis.

These shares, however, are not included in the computation of the percentage ownership of any other person. Ordinary Shares Beneficially Owned Class A Class B % of total % of Ordinary Ordinary ordinary aggregate Shares Shares shares voting power ** Directors and Executive Officers*: Xiaoping Chen (1) 2,590,632 68,536,366 34.7 60.9 De Liu — — — — Jinling Zhang Weijiang Wu — — — — Jun Li — — — — All Directors and Executive Officers as a Group 2,590,632 68,536,366 34.7 60.9 Principal Shareholders: Viomi Limited (2) 2,200,000 67,636,364 34.1 60.1 Shunwei Talent Limited (3) 32,111,364 — 15.7 2.8 Red Better Limited (4) 330,000 33,818,182 16.7 30.0 Notes: * Unless otherwise stated, the business address of our directors and executive officers is Wansheng Square, Rm 1302 Tower C, Xingang East Road, Haizhu District, Guangzhou, Guangdong, 510220, People’s Republic of China.

These shares, however, are not included in the computation of the percentage ownership of any other person. Ordinary Shares Beneficially Owned Class A Class B % of total % of Ordinary Ordinary ordinary aggregate Shares Shares shares voting power ** Directors and Executive Officers*: Xiaoping Chen (1) 3,659,850 68,536,364 35.4 61.0 De Liu — — — — Jinling Zhang — — — — Weijiang Wu — — — — Jun Li — — — — All Directors and Executive Officers as a Group 3,659,850 68,536,364 35.4 61.0 Principal Shareholders: Viomi Limited (2) 2,200,000 67,636,364 34.3 60.1 Shunwei Talent Limited (3) 28,350,246 — 13.9 2.5 Red Better Limited (4) 330,000 33,818,182 16.7 30.0 Notes: * Unless otherwise stated, the business address of our directors and executive officers is Wansheng Square, Rm 1302 Tower C, Xingang East Road, Haizhu District, Guangzhou, Guangdong, 510220, People’s Republic of China.

Directors and Executive Officers Age Position/Title Xiaoping Chen 49 Founder, Chairman of the Board of Directors and Chief Executive Officer De Liu 50 Director Jinling Zhang 52 Independent Director Weijiang Wu 47 Independent Director Jun Li 45 Independent Director 108 Table of Contents Mr.

Directors and Executive Officers Age Position/Title Xiaoping Chen 50 Founder, Chairman of the Board of Directors and Chief Executive Officer De Liu 52 Director Jinling Zhang 54 Independent Director Weijiang Wu 48 Independent Director Jun Li 47 Independent Director 106 Table of Contents Mr.

Compensation of Directors and Executive Officers In 2023, we paid an aggregate of approximately RMB3.2 million (US$0.5 million) in cash to our executive officers, and RMB1.1 million (US$0.2 million) to our independent 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 of Directors and Executive Officers In 2024, we paid an aggregate of approximately RMB5.1 million (US$0.7 million) in cash to our executive officers, and RMB1.1 million (US$0.1 million) to our independent directors. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers.

We believe that we maintain a good working relationship with our employees, and we have not experienced any material labor disputes. E.

We believe that we maintain a good working relationship with our employees, and we have not experienced any material labor disputes. 112 Table of Contents E.

As of February 29, 2024, none of our Class B ordinary shares are held by U.S. record holders. 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.

As of July 31, 2025, none of our Class B ordinary shares are held by U.S. record holders. 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.

As of December 31, 2023, other employees as a group held outstanding options to purchase 13,518,426 ordinary shares of our company, at a weighted average exercise price of US$0.80 per share. Shares awarded to Mr. Xiaoping Chen In August 2018, we issued 4,000,000 class A ordinary shares at par value to Mr.

As of December 31, 2024, other employees as a group held outstanding options to purchase 22,440,836 ordinary shares of our company, at a weighted average exercise price of US$0.50 per share. Shares awarded to Mr. Xiaoping Chen In August 2018, we issued 4,000,000 class A ordinary shares at par value to Mr.

Red Better Limited is wholly owned by Fast Pace Limited, a British Virgin Islands company wholly owned by Xiaomi Corporation. To our knowledge, as of February 29, 2024, we had 123,961,299 Class A ordinary shares that were held by one record holder residing in the United States, that being Deutsche Bank Trust Company Americas, the depositary of our ADS program.

Red Better Limited is wholly owned by Fast Pace Limited, a British Virgin Islands company wholly owned by Xiaomi Corporation. To our knowledge, as of July 31, 2025, we had 124,849,878 Class A ordinary shares that were held by one record holder residing in the United States, that being Deutsche Bank Trust Company Americas, the depositary of our ADS program.

Information regarding beneficial ownership is reported as of December 31, 2020, based on the information contained in the Schedule 13G/A filed by Shunwei Talent Limited with SEC on February 9, 2021. The registered address of Shunwei Talent Limited is Vistra Corporate Services Center, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands.

Information regarding beneficial ownership is reported as of June 30, 2025, based on the information contained in the Schedule 13G/A filed by Shunwei Talent Limited with SEC on August 13, 2025. The registered address of Shunwei Talent Limited is Vistra Corporate Services Center, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands.

The following table sets forth the numbers of our employees categorized by function as of December 31, 2023: As of December 31, Function: 2023 Research and development 289 Manufacturing 170 Sales and marketing 230 General administration 61 Total 750 We invest significant resources in the recruitment and training of our employees in support of our fast-growing business operations.

The following table sets forth the numbers of our employees categorized by function as of December 31, 2024: As of December 31, Function: 2024 Research and development 162 Manufacturing 234 Sales and marketing 71 General administration 54 Total 521 We invest significant resources in the recruitment and training of our employees in support of our fast-growing business operations.

As of December 31, 2023, the maximum of shares that may be issued under the 2018 Share Incentive Plan was 28,082,111. As of December 31, 2023, awards to purchase 11,528,462 ordinary shares have been granted and are outstanding under the 2018 Plan, excluding awards that were forfeited or cancelled after the relevant grant dates.

As of December 31, 2024, the maximum of shares that may be issued under the 2018 Share Incentive Plan was 30,128,782. As of December 31, 2024, awards to purchase 21,790,560 ordinary shares have been granted and are outstanding under the 2018 Plan, excluding awards that were forfeited or cancelled after the relevant grant dates.

Chen received his MBA degree from Sun Yat-sen University, and his dual bachelor’s degrees in engineering and finance from Huazhong University of Science & Technology in 1998. Mr. De Liu has served as our director since June 2018. Mr. Liu is one of the cofounders and a senior vice president of Xiaomi, where he is responsible for the organization department.

Employees We had 1,470 employees as of December 31, 2021, 916 employees as of December 31, 2022, and 750 employees as of December 31, 2023.

D. Employees We had 916 employees as of December 31, 2022, 750 employees as of December 31, 2023 and 521 employees as of December 31, 2024.

Mr. Liu has received many honors in the business world as well. To name a few, he was awarded “Zhongguancun Top Talent” in 2015 and “Beijing Top Innovative and Entrepreneurial Leading Talent” in 2016. Mr.

Liu also holds various positions, including the vice-chairman of China Industrial Design Association and a member of National Manufacturing Strategy Advisory Committee. Mr. Liu has received many honors in the business world as well. To name a few, he was awarded “Zhongguancun Top Talent” in 2015 and “Beijing Top Innovative and Entrepreneurial Leading Talent” in 2016. Mr.

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable. ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders Please refer to “ Item 6. Directors, Senior Management and Employees—E.

Viomi Limited is wholly owned by a trust established for the benefit of Mr. Xiaoping Chen and his family. The registered address of Viomi Limited is NovaSage Incorporation (BVI) Limited of NovaSage Chambers, P.O. Box 4389, Road Town, Tortola, British Virgin Islands. (3) Represents 32,111,364 Class A ordinary shares held by Shunwei Talent Limited.

The registered address of Viomi Limited is NovaSage Incorporation (BVI) Limited of NovaSage Chambers, P.O. Box 4389, Road Town, Tortola, British Virgin Islands. 113 Table of Contents (3) Represents 28,350,246 Class A ordinary shares in the form of ADSs held by Shunwei Talent Limited.

(1) Represents (i) 2,200,000 Class A ordinary shares and 67,636,364 Class B ordinary shares beneficially owned by Viomi Limited, a British Virgin Islands company, (ii) 900,002 Class B ordinary shares and 190,632 Class A ordinary shares in the form of ADS beneficially owned by certain employees, and (iii) 200,000 Class A ordinary shares in the form of ADSs issuable pursuant to options exercisable within 60 days following February 29, 2024.

(1) Represents (i) 1,000,000 Class A ordinary shares in the form of ADSs beneficially owned by Xiaoping Chen; (ii) 2,200,000 Class A ordinary shares and 67,636,364 Class B ordinary shares beneficially owned by Viomi Limited; (iii) 397,611 Class A ordinary shares in the form of ADS beneficially owned by VioCloud Limited, and (iv) 900,000 Class B ordinary shares and 62,239 Class A ordinary shares in the form of ADS beneficially owned by certain employees.

The calculations in the table below are based on 204,697,094 ordinary shares outstanding, consisting of 101,932,544 Class A ordinary shares (excluding 12,801,249 Class A ordinary shares that were issued to our depositary bank and reserved for future grants under our share incentive plans and 11,427,510 Class A ordinary shares that were repurchased by us) and 102,764,550 Class B ordinary shares outstanding as of February 29, 2024. 115 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 203,890,415 ordinary shares outstanding, consisting of 101,125,867 Class A ordinary shares (excluding 13,297,959 Class A ordinary shares that were issued to our depositary bank and reserved for future grants under our share incentive plans and 12,626,052 Class A ordinary shares that were repurchased by us) and 102,764,548 Class B ordinary shares outstanding as of July 31, 2025.

He currently also serves as a director of Huami Corporation, a NYSE-listed company (NYSE: HMI). Mr. Liu is a leading figure in industrial design in China and has received numerous industrial design awards together with his team. Mr. Liu also holds various positions, including the vice-chairman of China Industrial Design Association and a member of National Manufacturing Strategy Advisory Committee.

Liu is an Executive Director, a Co- Founder and Senior Vice President of Xiaomi (HKEX: 1810), and he is also the Xiaomi’s Minister of Group Leadership Management Department. Mr. Liu is a leading figure in industrial design in China and has received numerous industrial design awards together with his team. Mr.

Removed

Board Diversity Matrix The board diversity matrix below sets forth the information on each director’s voluntary self-identified characteristics pursuant to Rule 5606 of the Listing Rules of Nasdaq. Board Diversity Matrix As of February 29, 2024 Country of Principal Executive Offices: PRC Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total Number of Directors 5 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity 1 4 0 — Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction — LGBTQ+ — Did Not Disclose Demographic Background — 114 Table of Contents D.

Added

Beneficial ownership is determined in accordance with the rules and regulations of the SEC.

Added

Viomi Limited is wholly owned by a trust established for the benefit of Mr. Xiaoping Chen and his family. VioCloud Limited is wholly owned by Foshan Viomi. Mr. Xiaoping Chen directly holds 99.78% equity interests in Foshan Viomi and holds another 0.22% equity interests in it through a limited partnership controlled and managed by Mr. Xiaoping Chen.

Added

Share Ownership .” B. Related Party Transactions Contractual Arrangements with Our VIEs and Their Respective Shareholders See “Item 4. Information on the Company—C. Organizational Structure.” Shareholders Agreement and Investor Rights Agreement Shareholders agreement and registration rights We entered into a shareholders agreement on July 21, 2015 with our shareholders, which consist of holders of ordinary shares and preferred shares.

Added

The shareholders agreement provides for certain special rights, including right of first refusal, co-sale rights, preemptive rights and contains provisions governing the board of directors and other corporate governance matters.

Added

Those corporate governance provisions, as well as special rights, except the registration rights, automatically terminated upon the completion of our initial public offering, and the registration rights terminated on September 27, 2023. Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management—Employment Agreements and Indemnification Agreements.” Share Incentive Plans See “Item 6.

Added

Directors, Senior Management and Employees—B. Compensation of Directors and Executive Officers—2015 Share Incentive Plan” and “Item 6. Directors, Senior Management and Employees—B. Compensation of Directors and Executive Officers—2018 Share Incentive Plan.” 114 Table of Contents Private Placements In August 2018, we issued 4,000,000 class A ordinary shares to Mr.

Added

Xiaoping Chen’s wholly-owned entity Viomi Limited to award his contribution to our company’s rapid development. Our Relationship with Xiaomi Xiaomi is our strategic partner, shareholder and customer. Our strategic partnership with Xiaomi provides us access to Xiaomi’s ecosystem users, sales platforms and data resources and related support.

Added

Meanwhile, our strong research and development capabilities, supply chain resources and innovative products and services are able to enrich Xiaomi’s suite of offerings, resulting in a mutually beneficial relationship between Xiaomi and us.

Added

Our cooperation with and sales to Xiaomi extends to a diversified range of products, which currently include Xiaomi-branded water purification systems, water purifier filters, range-hoods and gas stoves, dishwashers, sweeper robots, blenders as well as other complementary products such as kettles and water quality meters.

Added

Since the third quarter of 2021, we have started to largely scaled back the supply of Xiaomi-branded sweeper robots, while maintaining cooperation in other categories we have reached. Under our cooperation agreement with Xiaomi, we are responsible for the design, research, development, production and delivery of various Xiaomi-branded products to Xiaomi. Xiaomi is then responsible for commercial distributions and sales.

Added

For certain products under our cooperation with Xiaomi, the selling price is a fixed amount as agreed by both parties. For other products, we first recover our manufacturers and logistics cost when we deliver to Xiaomi, and are additionally entitled to share a portion of the gross profit when Xiaomi is successful in selling such products to end consumers.

Added

A business cooperation agreement provides the terms and conditions of the latter pattern. We also sell products through Xiaomi’s online e-commerce channel, Youpin, and are charged of commissions pursuant to a commission sales agreement. In 2024, revenues generated from sales to Xiaomi, predominantly comprising Xiaomi-branded products, was RMB1,752.2 million (US$240.1 million), accounting for 82.7% of our net revenues.

Added

Business cooperation agreement The currently effective business cooperation agreement with Xiaomi that was renewed in May 2023 governs the design, production and sales to Xiaomi in relation to certain specified product categories, including some SKUs of Xiaomi-branded water purification systems, water purifier filters, as well as other complementary products such as kettles and water quality meters.

Added

This contract will remain in effect until March 21, 2025.

Added

Under the business cooperation agreement, (i) these products are exclusively designed for and can only be sold to Xiaomi, (ii) Xiaomi shall purchase these products at a price that covers all of our costs of raw materials, outsourcing manufacture, models and logistics, in connection with the manufacture and delivery of these products, and (iii) Xiaomi and we shall share gross profits, derived from sales of these products, the retail prices of which were set by Xiaomi and us together.

Added

Regarding the intellectual property, Xiaomi by itself owns all industrial designs generated from the process of design, development, manufacturing and sales of the products we sell to Xiaomi. Xiaomi and we have joint ownership over all other technology properties and related intellectual properties generated from the process of design, development, manufacturing and sales of these products.

Added

Regarding user data, we shall share with Xiaomi user data collected in relation to the respective Xiaomi-branded products. We can share or license user data to third parties only after we obtain Xiaomi’s prior written consent.

Added

After the user data of Xiaomi-branded products reaches certain threshold, Xiaomi will also need to obtain our consent before making it available for use by any third party. 115 Table of Contents Youpin commission sales agreement We have entered into a commission sales agreement with Xiaomi for the sale of our own branded products on Youpin.

Added

This agreement may be terminated by Xiaomi with 30 days’ written notice. Under the commission sales agreement, we shall pay a service fee, calculated as certain portion of the sales price excluding customers’ refunds or as otherwise agreed by the parties with respect to specific product lines, as well as a deposit to Xiaomi.

Added

The retail prices of our products on Youpin’s platform shall be no higher than the sales price from any other e-commerce merchants or our official offline sales channel, including in the event of sales or promotion. Transaction with Xiaomi In 2024, we recorded RMB1,752.2 million (US$240.1 million) in revenues from Xiaomi primarily for the sales of Xiaomi-branded products.

Added

As of December 31, 2024, the amount due from Xiaomi was RMB586.8 million (US$80.4 million). In 2023, we recorded RMB1,292.9 million in revenues from Xiaomi primarily for the sales of Xiaomi-branded products. As of December 31, 2023, the amount due from Xiaomi was RMB4.4 million.

Added

In 2022, we recorded RMB1,336.6 million in revenues from Xiaomi primarily for the sales of Xiaomi-branded products. As of December 31, 2022, the amount due from Xiaomi was RMB4.8 million. We purchased RMB23.7 million, RMB26.3 million and RMB13.5 million (US$1.9 million) of products and services from Xiaomi in 2022, 2023 and 2024, respectively.

Added

We recognized RMB16.0 million, RMB7.8 million and RMB13.5 million (US$1.8 million) in commission fees and other expenses to Xiaomi in 2022, 2023 and 2024, respectively, which was incurred by selling our own Viomi-branded products on Youpin. C. Interests of Experts and Counsel Not applicable.

Item 7. Management's Discussion & Analysis

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

0 edited+1 added−22 removed0 unchanged

2023 filing

2024 filing

Removed

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders Please refer to “Item 6. Directors, Senior Management and Employees—E. Share Ownership.” B. Related Party Transactions Contractual Arrangements with Our VIEs and Their Respective Shareholders See “Item 4. Information on the Company—C.

Added

Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 114 Item 8. FINANCIAL INFORMATION 116 Item 9. THE OFFER AND LISTING 117 Item 10. ADDITIONAL INFORMATION 118 Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 128 Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 129 PART II 131

Removed

Organizational Structure.” Shareholders Agreement and Investor Rights Agreement Shareholders agreement and registration rights We entered into a shareholders agreement on July 21, 2015 with our shareholders, which consist of holders of ordinary shares and preferred shares.

Removed

Directors, Senior Management and Employees—B. Compensation of Directors and Executive Officers—2015 Share Incentive Plan” and “Item 6. Directors, Senior Management and Employees—B. Compensation of Directors and Executive Officers—2018 Share Incentive Plan.” Private Placements In August 2018, we issued 4,000,000 class A ordinary shares to Mr.

Removed

Xiaoping Chen’s wholly-owned entity Viomi Limited to award his contribution to our company’s rapid development. 117 Table of Contents Our Relationship with Xiaomi Xiaomi is our strategic partner, shareholder and customer. Our strategic partnership with Xiaomi provides us access to Xiaomi’s ecosystem users, sales platforms and data resources and related support.

Removed

A business cooperation agreement provides the terms and conditions of the latter pattern. We also sell products through Xiaomi’s online e-commerce channel, Youpin, and are charged of commissions pursuant to a commission sales agreement. In 2023, revenues generated from sales to Xiaomi, predominantly comprising Xiaomi-branded products, was RMB1,317.3 million (US$185.5 million), accounting for 52.8% of our net revenues.

Removed

This contract will remain in effect until March 21, 2025.

Removed

This agreement can be terminated prior to the expiration date by Xiaomi, among other reasons, if (i) we breach the material obligation underlying this agreement and purchase order, (ii) except as prohibited by applicable bankruptcy laws, we declare bankruptcy, or if we are unable to repay due loans, or perform contracts, or if our assets are transferred to or taken by other creditors, (iii) the products fail to meet Xiaomi’s requirements, and Xiaomi determines that there is no value to remedy or the products still fail the requirement after three times’ remedies, (iv) we delay the delivery of the products without reasonable causes and Xiaomi’s prior written consent, or (v) we fail to store the data to the Xiaomi Ecosystem Cloud or other server designated by Xiaomi, cause disputes of violating users’ personal information, or disclose user data to any third party without Xiaomi’s consent. 118 Table of Contents Under the business cooperation agreement, (i) these products are exclusively designed for and can only be sold to Xiaomi, (ii) Xiaomi shall purchase these products at a price that covers all of our costs of raw materials, outsourcing manufacture, models and logistics, in connection with the manufacture and delivery of these products, and (iii) Xiaomi and we shall share gross profits, derived from sales of these products, the retail prices of which were set by Xiaomi and us together.

Removed

After the user data of Xiaomi-branded products reaches certain threshold, Xiaomi will also need to obtain our consent before making it available for use by any third party. Youpin commission sales agreement We have entered into a commission sales agreement with Xiaomi for the sale of our own branded products on Youpin.

Removed

The retail prices of our products on Youpin’s platform shall be no higher than the sales price from any other e-commerce merchants or our official offline sales channel, including in the event of sales or promotion. Transaction with Xiaomi In 2023, we recorded RMB1,317.3 million (US$185.5 million) in revenues from Xiaomi primarily for the sales of Xiaomi-branded products.

Removed

As of December 31, 2023, the amount due from Xiaomi was RMB324.2 million (US$45.7 million). In 2022, we recorded RMB1,403.4 million in revenues from Xiaomi primarily for the sales of Xiaomi-branded products.

Removed

As of December 31, 2022, the amount due from Xiaomi was RMB360.5 million. 119 Table of Contents In 2021, we recorded RMB2,295.6 million in revenues from Xiaomi primarily for the sales of Xiaomi-branded products. As of December 31, 2021, the amount due from Xiaomi was RMB409.3 million.

Removed

We purchased RMB33.8 million, RMB30.9 million and RMB26.3 million (US$3.7 million) of products and services from Xiaomi in 2021, 2022 and 2023, respectively. We recognized RMB106.9 million, RMB41.6 million and RMB35.1 million (US$5.0 million) in commission fees and other expenses to Xiaomi in 2021, 2022 and 2023, respectively, which was incurred by selling our own Viomi-branded products on Youpin. C.

Viomi Technology Co., LtdVIOT财报

Top changes in Viomi Technology Co., Ltd's 2024 20-F

Item 3. Legal Proceedings

Item 4. Mine Safety Disclosures

Item 5. Market for Registrant's Common Equity

Item 6. [Reserved]

Item 7. Management's Discussion & Analysis

Other VIOT 10-K year-over-year comparisons