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Name | Symbol | Market | Type |
---|---|---|---|
RISE Education Cayman Ltd | NASDAQ:REDU | NASDAQ | Depository Receipt |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 3.41 | 3.20 | 3.32 | 0 | 01:00:00 |
☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☒ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Lei Zhao Newlink Center, Area G, Building 7, Huitong Times Square, No.1 Yaojiayuan South Road, Chaoyang District, Beijing 100024 ChinaTelephone: +86 (10) 8551 1066 |
Shu Du, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower, The Landmark 15 Queen’s Road Central Hong Kong +852 3740-4700 | |
(Name, Telephone, Email and/or Facsimile Number and Address of Company Contact Person) |
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered | ||
American depositary shares, each representing 10 Class A ordinary shares, par value US$0.01 per share Class A ordinary shares, par value US$0.01 per share* |
NAAS |
* | Not for trading, but only in connection with the listing of American depositary shares on the Nasdaq Capital market. |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Emerging growth company | ☒ |
† | The term “new or revised financial accounting standard ” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
U.S. GAAP ☐ |
International Financial Reporting Standards as issued | Other ☐ | ||||||
by the International Accounting Standards Board ☒ |
• | “ADS” means American depositary share, each representing 10 ordinary shares, par value US$0.01 per share, as listed on Nasdaq under the symbol “NAAS.” |
• | “CAC” means the Cyberspace Administration of China. |
• | “China” or “PRC” refers to the People’s Republic of China, excluding, for the purpose of this Shell Company Report on Form 20-F only, Taiwan, Hong Kong, and Macau. |
• | “CIC” means China Insights Industry Consultancy Limited, an independent research firm who was commissioned to provide certain information regarding our industry and our market position in this Shell Company Report on Form 20-F. |
• | “Class A ordinary share” means each of our Class A ordinary share, par value $0.01 per share. |
• | “Class B ordinary share” means each of our Class B ordinary share, par value $0.01 per share. |
• | “Class C ordinary share” means each of our Class C ordinary share, par value $0.01 per share. |
• | “Code” means the U.S. Internal Revenue Code of 1986, as amended. |
• | “CSRC” means the Chinese Securities Regulatory Commission. |
• | “COVID-19” means SARS-CoV-2 COVID-19, and any evolutions thereof. |
• | “Dada Auto” means Dada Auto Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands. |
• | “DCFC” means direct current fast charger with 30kW power output or more. |
• | “dedicated charger” or “dedicated DCFC” means non-DCFC EV charger or DCFC, as applicable, that is dedicated to public utility vehicles or used exclusively by government agencies, corporations, or other specific groups of users. |
• | “Effective Time” means the effective time of the Merger, which was on June 10, 2022. |
• | “end-users” means EV drivers, being the end-users of our EV charging services. |
• | “EV” means electric vehicle. |
• | “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. |
• | “IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board. “IRS” means the U.S. Internal Revenue Service. |
• | “JOBS Act” means the United States Jumpstart Our Business Startups Act of 2012. |
• | “ Kuaidian |
• | “Merger” or “Mergers” has the meaning ascribed to it in “Part I – Brief Introduction.” |
• | “Merger Agreement” has the meaning ascribed to it in “Part I – Brief Introduction.” |
• | “NaaS” means (i) prior to the completion of the Restructuring, subsidiaries of Newlink that provided EV charging services in China, and (ii) upon and after the completion of the Restructuring, Dada Auto and its subsidiaries; |
• | “Nasdaq” means The Nasdaq Stock Market LLC. |
• | “Newlink” means Newlinks Technology Limited, an exempted company incorporated with limited liability incorporated under the laws of the Cayman Islands. |
• | “non-private charger” means either public charger or dedicated charger. |
• | “ordinary share” means (i) each of our ordinary share, par value $0.01 per share, outstanding immediately prior to the Effective Time, and (ii) each of our Class A ordinary share, Class B ordinary share, and Class C ordinary share, par value $0.01 per share, outstanding upon and after the Effective Time. |
• | “PCAOB” means the Public Company Accounting Oversight Board. |
• | “private charger” means privately owned EV charger that is dedicated to private cars and for personal or family use. |
• | “public charger” or “public DCFC” means non-DCFC EV charger or DCFC, as applicable, that is installed in public area and accessible to the general public, and excludes, for the avoidance of doubt, dedicated charger. |
• | “Renminbi” or “RMB” refers to the legal currency of China, and “US$” or “U.S. dollars” refers to the legal currency of the United States. |
• | “Restructuring” means the series of transactions that NaaS completed to restructure its organization and its EV charging service business, as described in greater detail in “Item 4. Information on the Company—A. History and Development of the Company.” |
• | “RISE” refers to RISE Education Cayman Ltd, an exempted company incorporated with limited liability under the laws of the Cayman Islands, and, if applicable, its consolidated subsidiaries. |
• | “SEC” means the United States Securities and Exchange Commission. |
• | “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. |
• | “Transactions” has the meaning ascribed to it in “Part I – Brief Introduction.” |
• | “VIE” means variable interest entity. |
• | “we,” “us,” “our,” “our company,” or the “Company” means, upon and after consummation of the Mergers, NaaS Technology Inc. and its subsidiaries and, prior to the consummation of the Mergers, RISE Education Cayman Ltd and its consolidated subsidiaries. |
• | our goals and strategies; |
• | our future business development, financial conditions and results of operations; |
• | our ability to continuously develop new technology, services and products and keep up with changes in the industries in which we operate; |
• | the expected growth of China’s EV charging industry and EV charging service industry and our future business development; |
• | our expectations regarding demand for and market acceptance of our products and services; |
• | our ability to protect and enforce our intellectual property rights; |
• | our ability to attract and retain qualified executives and personnel; |
• | the ongoing COVID-19 pandemic and the effects of government and other measures seeking to contain its spread; |
• | U.S.-China trade war and its effect on our operation, fluctuations of the RMB exchange rate, and our ability to obtain adequate financing for our planned capital expenditure requirements; |
• | our expectations regarding our relationships with end-users, customers, suppliers and other business partners; |
• | our ability to achieve anticipated benefits of the Mergers; |
• | competition in our industry; |
• | relevant government policies and regulations related to our industry; and |
• | fluctuations in general economic and business conditions in China and globally. |
A. |
Directors and Senior Management |
Name |
Position/Title |
Business Address | ||
Zhen Dai | Chairman of the Board of Directors and Director | c/o Newlink Center, Area G, Building 7, Huitong Times Square, No.1 Yaojiayuan South Road, Chaoyang District, Beijing, People’s Republic of China | ||
Yang Wang | Chief Executive Officer and Director | c/o Newlink Center, Area G, Building 7, Huitong Times Square, No.1 Yaojiayuan South Road, Chaoyang District, Beijing, People’s Republic of China | ||
Weilin Sun | Director | c/o Newlink Center, Area G, Building 7, Huitong Times Square, No.1 Yaojiayuan South Road, Chaoyang District, Beijing, People’s Republic of China | ||
Zhongjue Chen | Director | Suite 2501, Level 25, One Pacific Place, 88 Queensway, Hong Kong | ||
Bin Liu | Director | 8F, Beijing Shougang International Building, Xizhimen North Street, Haidian District, Beijing, People’s Republic of China | ||
Guangming Ren | Independent Director | 12-2 Lang Yueyuan, Yayun Xinxin Jiayuan, Chaoyang District, Beijing, People’s Republic of China | ||
Xiaoli Liu | Independent Director | Room 1902, Unit 1, Building 11, No. 8, Huamao City, Chaoyang District, Beijing, People’s Republic of China | ||
Lei Zhao | Chief Financial Officer | c/o Newlink Center, Area G, Building 7, Huitong Times Square, No.1 Yaojiayuan South Road, Chaoyang District, Beijing, People’s Republic of China |
B. |
Advisors |
C. |
Auditor |
A. |
Selected Financial Data |
For the year ended December 31, |
||||||||||||
2020 |
2021 |
|||||||||||
RMB’000 |
RMB’000 |
US$’000 |
||||||||||
Selected combined statements of loss and other comprehensive loss |
||||||||||||
Revenues, Gross |
37,206 | 160,916 | 25,251 | |||||||||
Online EV Charging Solutions |
36,498 | 153,246 | 24,048 | |||||||||
Offline EV Charging Solutions |
565 | 7,060 | 1,107 | |||||||||
Non-Charging Solutions and Other Services |
143 | 610 | 96 | |||||||||
Incentive to end-users |
(31,374 | ) | (143,142 | ) | (22,462 | ) | ||||||
|
|
|
|
|
|
|||||||
Revenues, Net |
5,832 |
17,774 |
2,789 |
|||||||||
Other losses, net |
(19 |
) |
(1,402 |
) |
(220 |
) | ||||||
Operating costs |
||||||||||||
Cost of revenues |
(8,625 | ) | (18,863 | ) | (2,960 | ) | ||||||
Selling and marketing expenses |
(47,214 | ) | (183,165 | ) | (28,743 | ) | ||||||
Administrative expenses |
(11,755 | ) | (28,458 | ) | (4,466 | ) | ||||||
Research and development expenses |
(20,448 | ) | (37,158 | ) | (5,831 | ) | ||||||
|
|
|
|
|
|
|||||||
Total operating costs |
(88,042 |
) |
(267,644 |
) |
(42,000 |
) | ||||||
|
|
|
|
|
|
|||||||
Operating loss |
(82,229 |
) |
(251,272 |
) |
(39,431 |
) | ||||||
Finance income/(costs), net |
89 | (640 | ) | (100 | ) | |||||||
|
|
|
|
|
|
|||||||
Net loss before income tax |
(82,140 |
) |
(251,912 |
) |
(39,531 |
) | ||||||
Income tax expenses |
(42 | ) | (398 | ) | (62 | ) | ||||||
|
|
|
|
|
|
|||||||
Net loss for the year |
(82,182 |
) |
(252,310 |
) |
(39,593 |
) | ||||||
|
|
|
|
|
|
|||||||
Basic and diluted loss per share for loss attributable to the ordinary equity holders of the Company (Expressed in RMB per share) |
||||||||||||
Basic loss per share |
(55,906 | ) | (50,462 | ) | (7,919 | ) | ||||||
Diluted loss per share |
(55,906 | ) | (50,462 | ) | (7,919 | ) |
As of December 31, |
||||||||||||
2020 |
2021 |
|||||||||||
RMB’000 |
RMB’000 |
US$’000 |
||||||||||
Selected combined statements of financial position |
||||||||||||
Cash and cash equivalents |
3,665 | 8,726 | 1,369 | |||||||||
Total current assets |
48,358 | 126,964 | 19,923 | |||||||||
Total assets |
67,604 | 153,403 | 24,072 | |||||||||
Total liabilities |
57,840 | 128,334 | 20,138 | |||||||||
Total equity |
9,764 | 25,069 | 3,934 |
B. |
Capitalization and Indebtedness |
As of December 31, 2021 |
||||||||||||||||||||||||||||||||
RISE |
NaaS |
Pro Forma Adjustments |
Pro Forma Combined |
|||||||||||||||||||||||||||||
RMB’000 |
US$’000 |
RMB’000 |
US$’000 |
RMB’000 |
US$’000 |
RMB’000 |
US$’000 |
|||||||||||||||||||||||||
Current liabilities |
||||||||||||||||||||||||||||||||
Current lease liabilities |
— | — | 8,061 | 1,265 | — | — | 8,061 | 1,265 | ||||||||||||||||||||||||
Trade payables |
— | — | 437 | 68 | — | — | 437 | 68 | ||||||||||||||||||||||||
Other payables and accruals |
8,625 | 1,353 | 107,440 | 16,860 | 8,624 | 1,353 | 124,689 | 19,566 | ||||||||||||||||||||||||
Total current liabilities |
8,625 |
1,353 |
115,938 |
18,193 |
8,624 |
1,353 |
133,187 |
20,899 |
||||||||||||||||||||||||
Non-current liabilities |
||||||||||||||||||||||||||||||||
Non-current lease liabilities |
— | — | 12,396 | 1,945 | — | — | 12,396 | 1,945 | ||||||||||||||||||||||||
Other non-current liabilities |
2,838 | 445 | — | — | — | — | 2,838 | 445 | ||||||||||||||||||||||||
Convertible loan from related parties |
108,334 | 17,000 | — | — | (108,334 | ) | (17,000 | ) | — | — | ||||||||||||||||||||||
T otal non-cur r ent liabilities |
11 1,172 |
17,445 |
12,396 |
1,945 |
(108,334 |
) |
(17,000 |
) |
15,234 |
2,390 |
||||||||||||||||||||||
T otal liabilities |
1 19,797 |
18,798 |
128,334 |
20,138 |
(99 ,710 |
) |
(15,647 |
) |
148,421 |
23,289 |
||||||||||||||||||||||
E quity |
||||||||||||||||||||||||||||||||
Ordinary shares |
6,964 | 1,093 | — | * | — | ** | 129,511 | 20,323 | 136,475 | 21,416 | ||||||||||||||||||||||
Additional paid in capital |
274,036 | 43,002 | 415,601 | 65,217 | 532,322 | 83,533 | 1,221,959 | 191,752 | ||||||||||||||||||||||||
Accumulated losses |
(403,149 | ) | (63,263 | ) | (390,532 | ) | (61,283 | ) | 27,240 | 4,275 | (766,441 | ) | (120,271 | ) | ||||||||||||||||||
Accumulated other comprehensive income |
33,007 | 5,181 | — | — | (33,007 | ) | (5,181 | ) | — | — | ||||||||||||||||||||||
T otal equity |
(89,142 |
) |
(13,987 |
) |
25,069 |
3,934 |
656,066 |
102,950 |
591,993 |
92,897 |
||||||||||||||||||||||
T otal equity and liabilities |
30,655 |
4,8 1 1 |
153,403 |
24,072 |
556,356 |
87,303 |
740,414 |
1 16,186 |
* | Representing amount less than RMB1,000. |
** | Representing amount less than US$1,000. |
C. |
Reasons For the Offer and Use of Proceeds |
D. |
Risk Factors |
• | NaaS is an early-stage company with a history of losses, and we expect to incur significant expenses and continuing losses for the near term. |
• | NaaS experienced rapid growth and we expect to invest in growth for the foreseeable future. If we fail to manage growth effectively, our business, operating results and financial condition could be adversely affected. |
• | NaaS has a limited operating history. NaaS recently restructured certain aspects of its corporate organization and business operations, adopted a new and unproven business model and expanded into new business segments, and we are subject to significant risks in relation to such transition. |
• | The EV charging industry and its technology are rapidly evolving and may be subject to unforeseen changes. |
• | We face intense competition, including from a number of companies in China, and expect to face significant competition in the future as the public EV charging service industry develops. |
• | Newlink exercises substantial influence over us. Our operation is dependent on our collaboration with Newlink. |
• | We rely on our collaborative arrangements with the operator of Kuaidian in delivering our EV charging solutions. |
• | Failure to effectively expand our sales and marketing capabilities could harm our ability to efficiently deliver our solutions, retain existing customers, increase our customer base, or achieve broader market acceptance of our solutions. |
• | We face risks related to pandemics and epidemics, including the coronavirus pandemic, natural disasters, terrorist activities, political unrest and military conflicts, which could disrupt our production, delivery, and operations and materially and adversely affect our business, financial condition, and results of operations. |
• | We currently have a concentrated customer base with a limited number of key customers. The loss of one or more of our key customers, or a failure to renew our agreements with one or more of our key customers, could adversely affect our results of operations and ability to market our products and services. |
• | Our future growth and success is highly correlated with and thus dependent upon the continuing rapid adoption of EVs for passenger and fleet applications. |
• | Demand for EVs may also be affected by factors directly impacting automobile prices or the cost of purchasing and operating automobiles, such as sales and financing incentives, prices of raw materials and parts and components, cost of fuel and governmental regulations, including tariffs, import regulation and other taxes. Volatility in demand may lead to lower vehicle unit sales, which may result in reduced demand for EV charging services and related solutions and therefore adversely affect our business, financial condition and operating results. |
• | Our business is subject to complex and evolving PRC laws and regulations regarding cybersecurity and data privacy. |
• | The PRC government has significant oversight over our business operation which, if exercised, could result in a material adverse change in our operations. |
• | Changes in China’s economic, political or social conditions, or government policies could materially and adversely affect our business and operations. |
• | Uncertainties with respect to the PRC legal system could adversely affect us. |
• | The PCAOB is currently unable to inspect our auditors in relation to their audit work performed for the financial statements included elsewhere in this Shell Company Report on Form 20-F and the inability of the PCAOB to conduct inspections over our auditors deprives our investors of the benefits of such inspections. |
• | Our ADSs will be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, in 2024 if the PCAOB is unable to inspect or fully investigate auditors located in China, or in 2023 if proposed changes to the law are enacted. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment. |
• | We may be required to obtain additional licenses in relation to our ongoing business operations and may be subject to penalties for failing to obtain certain licenses with respect to our past operations. |
• | The approval of and filing with the CSRC or other PRC government authorities may be required retrospectively in connection with the Mergers and the Transactions under PRC law, and, if required, it is uncertain whether such approval can be obtained or filing completed or how long it will take to obtain such approval or complete such filing. |
• | Our multi-class share structure with different voting rights will significantly limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of the Class A ordinary shares and the ADSs may view as beneficial. |
• | The trading price of the ADSs is likely to be volatile, which could result in substantial losses to investors. |
• | We are a “controlled company” within the meaning of the Nasdaq Stock Market Rules, and as a result, may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies. |
• | We will not pay dividends for the foreseeable future, you must rely on price appreciation of the ADSs for return on your investment. |
• | Substantial future sales or perceived sales of the ordinary shares or ADSs in the public market could cause the price of the ADSs to decline. |
• | Your right to participate in any future rights offerings may be limited, which may cause dilution to your holdings, and you may not receive cash dividends if it is impractical to make them available to you. |
• | manage changes in our business operations following the Restructuring; |
• | navigate an evolving and complex regulatory environment; |
• | improve and maintain our operational efficiency; |
• | establish, retain and expand our customer base; |
• | successfully market our product and service offerings; |
• | attract, retain, and motivate talented employees; |
• | anticipate and adapt to changing market conditions and demands, including technological developments and changes in competitive landscape; and |
• | build a well-recognized and respected brand as we cease to conduct our business through Kuaidian |
• | perceptions about EV features, quality, safety, performance and cost; |
• | perceptions about the limited range over which EVs may be driven on a single battery charge; |
• | competition, including from other types of alternative fuel vehicles, plug-in hybrid electric vehicles and high fuel-economy internal combustion engine vehicles; |
• | volatility in the cost of oil and gasoline; |
• | concerns regarding the stability of the electrical grid; |
• | the decline of EV battery’s ability to hold a charge over time; |
• | availability of service for EVs; |
• | consumers’ perception about the convenience and cost of charging EVs; |
• | increases in fuel efficiency; |
• | government regulations and economic incentives, including adverse changes in, or expiration of, favorable tax incentives related to EVs, EV charging stations or decarbonization generally; |
• | relaxation of government mandates or quotas regarding the sale of EVs; and |
• | concerns about the future viability of EV manufacturers. |
• | regulatory developments affecting us or our industry; |
• | variations in our revenues, earnings, cash flow and data related to our operations; |
• | changes in market condition, market potential and competitive landscape; |
• | announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors; |
• | fluctuations in global and Chinese economies; |
• | changes in financial estimates by securities analysts; |
• | adverse publicity about us or our industry; |
• | additions or departures of key personnel and senior management; |
• | release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and |
• | potential litigation or regulatory investigations. |
• | the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; |
• | the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; |
• | the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and |
• | the selective disclosure rules by issuers of material nonpublic information under Regulation FD promulgated by SEC. |
A. |
History and Development of the Company |
• | Dada Auto, through Zhejiang Anji Intelligent Electronics Holding Co., Ltd. (“Anji Zhidian”), a subsidiary in China, entered into a series of contractual arrangements (“VIE Agreements”) with Kuaidian Power Beijing and shareholders of Kuaidian Power Beijing, as a result of which Kuaidian Power Beijing was treated as a VIE of NaaS; |
• | Anji Zhidian acquired 100% of the ownership interest in Beijing Chezhubang from Chezhubang Technology, and Beijing Chezhubang in turn acquired 100% of the ownership interest in Zhidian Youtong, in conjunction with which (a) Anji Zhidian further acquired 100% of the equity interests in Cosmo Light in March 2022, and (b) Anji Zhidian acquired 100% of the equity interests in QHM New Energy in March 2022; and |
• | In April 2022, all the VIE Agreements were terminated and Anji Zhidian acquired 100% of the equity interests in Kuaidian Power Beijing. |
• | ordinary shares of NaaS that were issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) (other than any Excluded Shares (as defined below) or ordinary share of NaaS held by Newlink) were cancelled in exchange for fully paid and non-assessable Class A ordinary shares; |
• | ordinary shares of NaaS that were issued and outstanding immediately prior to the Effective Time (other than any Excluded Shares) and held by Newlink were cancelled in exchange for a total of 248,888,073 Class B ordinary shares and 1,398,659,699 Class C ordinary shares; |
• | Series A preferred shares of NaaS that were issued and outstanding immediately prior to the Effective Time were cancelled in exchange for fully paid and non-assessable Class A ordinary shares; |
• | shares of NaaS that were held in treasury or owned by RISE, Merger Sub or Merger Sub II or any other wholly-owned subsidiary of RISE, Merger Sub or Merger Sub II immediately prior to the Effective Time (each an “Excluded Share”), were cancelled and extinguished without any conversion thereof or payment therefor; |
• | each of RISE ordinary share that was issued and outstanding immediately prior to the Effective Time was converted into and became one fully paid and non-assessable Class A ordinary shares; |
• | each ordinary share, par value $0.01 per share, of Merger Sub that was issued and outstanding immediately prior to the Effective Time was converted into and became one fully paid and non-assessable ordinary share, par value $0.01 per share, of the Surviving Entity; and |
• | each ordinary share, par value $0.01 per share, of the Surviving Entity that was issued and outstanding immediately prior to the Second Effective Time (as defined in the Merger Agreement) was converted into and became one fully paid and non-assessable ordinary share, par value $0.01 per share, of the Surviving Company. |
B. |
Business Overview |
• | Online EV Charging Solutions end-users with suitable charging infrastructure through different traffic channels. We also provide other online solutions, including SaaS products that digitalize and upgrade key aspects of the operations and the management of charging stations. |
• | Offline EV Charging Solutions end-to-end |
• | Non-Charging Servicesnon-charging services (such as food and beverage services) to station operators to help them generate diversified revenue streams, creating a new charging experience for end-users. |
• | Scarcity of private parking spaces |
• | Constraints in grid capacity and difficulty in changing infrastructure in residential areas |
• | Community objections to the installation of private charging facilities |
• | online EV charging solutions; |
• | offline EV charging solutions; and |
• | services related to non-charging businesses. |
• | the comprehensiveness of our EV charging solutions and strategic focus on DCFC infrastructure, and our ability to continuously upgrade and develop products and services to meet the changing needs, preferences and demands of our customers and end-users; |
• | the first-mover advantage we have gained and the market leadership that we have fostered in terms of market share and coverage of charging station operators and facilities; |
• | the adoption of an asset-light business model that allows for accelerated expansion and growth; |
• | the vision and proven execution capability of our management team; and |
• | the effectiveness of our sales and marketing strategies. |
C. |
Organizational Structure |
D. |
Property, Plants and Equipment |
Location |
Space (square meters) |
Use |
Lease Term | |||
Room 3801-3804, 38th Floor, Building A, Gemdale Plaza, |
408m 2 |
Office | 2 years and 2 months from January 1, 2019 | |||
91 Jianguo Road, Chaoyang District., Beijing, China |
||||||
Room 701-702, 11th Floor,Wanda Plaza, Yard No.93, Jianguo Road, Chaoyang District, Beijing, China |
366m 2 |
Office | 2 years and 2 months from May 22, 2019 | |||
Room 1507, Unit 1, 12th Floor, Building 99, Chaoyang North Road, Chaoyang District, Beijing |
113m 2 |
Office | 1 year from April 1, 2021 | |||
3/F, Newlink Center, Area G, Building 7, Huitong Times Square, No.1 Yaojiayuan South Road, Chaoyang District, Beijing | 896m 2 |
Office | 5 years from November 9, 2020 | |||
3/F, Newlink Center, Area G, Building 7, Huitong Times Square, No.1 Yaojiayuan South Road, Chaoyang District, Beijing | 904m 2 |
Office | 5 years from November 9, 2020 | |||
2/F, Newlink Center, Area G, Building 7, Huitong Times Square, No.1 Yaojiayuan South Road, Chaoyang District, Beijing | 600m 2 |
Office | 5 years from November 9, 2020 |
A. |
Operating Results |
For the year ended December 31, |
||||||||||||||||||||
2020 |
2021 |
|||||||||||||||||||
RMB’000 |
% |
RMB’000 |
US$’000 |
% |
||||||||||||||||
Revenues, Gross |
37,206 | 100.0 | 160,916 | 25,251 | 100.0 | |||||||||||||||
Online EV Charging Solutions |
36,498 | 98.1 | 153,246 | 24,048 | 95.2 | |||||||||||||||
Offline EV Charging Solutions |
565 | 1.5 | 7,060 | 1,107 | 4.4 | |||||||||||||||
Non-Charging Solutions and Other Services |
143 | 0.4 | 610 | 96 | 0.4 | |||||||||||||||
Incentive to end-users |
(31,374 | ) | (84.3 | ) | (143,142 | ) | (22,462 | ) | (89.0 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Revenues, Net |
5,832 |
15.7 |
17,774 |
2,789 |
11.0 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
||||||||||||||||||||
2020 |
2021 |
|||||||||||||||||||
RMB’000 |
% |
RMB’000 |
US$’000 |
% |
||||||||||||||||
Cost of revenues: |
||||||||||||||||||||
Cost of Online EV Charging Solutions |
8,454 | 22.7 | 12,005 | 1,884 | 7.5 | |||||||||||||||
Cost of Offline EV Charging Solutions |
— | — | 6,432 | 1,009 | 4.0 | |||||||||||||||
Cost of Non-Charging Solutions |
171 | 0.5 | 426 | 67 | 0.2 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total cost of revenues |
8,625 |
23.2 |
18,863 |
2,960 |
11.7 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
||||||||||||||||||||
2020 |
2021 |
|||||||||||||||||||
RMB’000 |
% |
RMB’000 |
US$’000 |
% |
||||||||||||||||
Operating expenses: |
||||||||||||||||||||
Selling and marketing expenses |
47,214 | 126.9 | 183,165 | 28,743 | 113.8 | |||||||||||||||
Administrative expenses |
11,755 | 31.6 | 28,458 | 4,466 | 17.7 | |||||||||||||||
Research and development expenses |
20,448 | 55.0 | 37,158 | 5,831 | 23.1 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total operating expenses |
79,417 |
213.5 |
248,781 |
39,040 |
154.6 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
B. |
Liquidity and Capital Resources |
For the Year Ended December 31, |
||||||||||||||||
2019 |
2020 |
2021 |
||||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
(in thousands) |
||||||||||||||||
Net cash (used in) continuing operating activities |
(20,158 | ) | (18,615 | ) | (29,945 | ) | (4,698 | ) | ||||||||
Net cash (used in) discontinued operating activities |
(19,696 | ) | (187,127 | ) | (509,825 | ) | (80,003 | ) | ||||||||
Net cash (used in) operating activities |
(39,854 |
) |
(205,742 |
) |
(539,770 |
) |
(84,701 |
) | ||||||||
Net cash generated from continuing investing activities |
— | — | 15,932 | 2,500 | ||||||||||||
Net cash (used in) discontinued investing activities |
(114,716 | ) | (111,782 | ) | (53,535 | ) | (8,401 | ) | ||||||||
Net cash (used in) investing activities |
(114,716 |
) |
(111,782 |
) |
(37,603 |
) |
(5,901 |
) | ||||||||
Net cash (used in) continuing financing activities |
(140,732 | ) | (60,674 | ) | (15,841 | ) | (2,486 | ) | ||||||||
Net cash (used in) discontinued financing activities |
— | — | (23,308 | ) | (3,658 | ) | ||||||||||
Net cash (used in) financing activities |
(140,732 |
) |
(60,674 |
) |
(39,149 |
) |
(6,144 |
) | ||||||||
Effect of foreign exchange rate changes |
1,342 | (5,443 | ) | (6,635 | ) | (1,041 | ) | |||||||||
Net (decrease) in cash, cash equivalents and restricted cash |
(293,960 | ) | (383,641 | ) | (623,157 | ) | (97,787 | ) | ||||||||
Cash, cash equivalents and restricted cash at beginning of year |
1,316,785 | 1,022,825 | 639,184 | 100,302 | ||||||||||||
Cash, cash equivalents and restricted cash at end of year |
1,022,825 | 639,184 | 16,027 | 2,515 | ||||||||||||
Less: Cash, cash equivalents and restricted cash of discontinued operations at end of year |
998,674 | 628,806 | — | — | ||||||||||||
Cash, cash equivalents and restricted cash of continuing operations at end of year |
24,151 |
10,378 |
16,027 |
2,515 |
For the year ended December 31, |
||||||||||||
2020 |
2021 |
|||||||||||
RMB’000 |
RMB’000 |
US$’000 |
||||||||||
Summary Combined Cash Flow Data: |
||||||||||||
Net cash used in operating activities |
(63,014 | ) | (250,035 | ) | (39,236 | ) | ||||||
Net cash used in investing activities |
— | (5,606 | ) | (880 | ) | |||||||
Net cash generated from financing activities |
64,555 | 260,702 | 40,910 | |||||||||
|
|
|
|
|
|
|||||||
Net increase in cash, cash equivalents, and restricted cash |
1,541 | 5,061 | 794 | |||||||||
Cash, cash equivalents, and restricted cash at beginning of year |
2,124 | 3,665 | 575 | |||||||||
Cash, cash equivalents, and restricted cash at end of year |
3,665 | 8,726 | 1,369 | |||||||||
|
|
|
|
|
|
Payment Due by Period |
||||||||||||||||||||||||
Total |
Less Than 1 year |
1-2 Years |
2-3 Years |
3-5 Years |
Over 5 Years |
|||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
(RMB in thousands) |
||||||||||||||||||||||||
Operating lease commitments |
29,151 | 15,756 | 6,191 | 4,117 | 3,087 | — |
C. |
Research and Development, Patents and Licenses, etc. |
D. |
Trend Information |
E. |
Critical Accounting Estimates |
• | Determining criteria for significant increase in credit risk; |
• | Selecting appropriate models and assumptions for the measurement of ECL; and |
• | Establishing the relative probability weightings of forward-looking scenarios. |
A. |
Directors and Senior Management |
Directors and Executive Officers |
Age |
Position/Title | ||
Zhen Dai | 44 | Chairman of the Board of Directors and Director | ||
Yang Wang | 33 | Chief Executive Officer and Director | ||
Weilin Sun | 46 | Director | ||
Zhongjue Chen | 43 | Director | ||
Bin Liu | 43 | Director | ||
Guangming Ren | 49 | Independent Director | ||
Xiaoli Liu | 44 | Independent Director | ||
Lei Zhao | 40 | Chief Financial Officer |
B. |
Compensation |
Name |
Number of Ordinary Shares Underlying Options |
Exercise Price (US$/Share) |
Date of Grant |
Date of Expiration |
||||||||||||
Zhen Dai |
112,334,243 | 0.000003 | March 18, 2022 | March 18, 2032 | ||||||||||||
Yang Wang |
37,443,045 | 0.000003 | March 18, 2022 | March 18, 2032 | ||||||||||||
Weilin Sun |
8,903,558 | 0.000003 | February 1, 2022 | February 1, 2032 | ||||||||||||
Zhongjue Chen |
— | — | — | — | ||||||||||||
Bin Liu |
— | — | — | — | ||||||||||||
Guangming Ren |
— | — | — | — | ||||||||||||
Xiaoli Liu |
— | — | — | — | ||||||||||||
Lei Zhao |
* | 0.000003 | February 1, 2022 | February 1, 2032 |
* | Aggregate number of shares beneficially owned by the person account for less than 1% of our total outstanding ordinary shares. |
C. |
Board Practices |
• | appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; |
• | reviewing with the independent auditors any audit problems or difficulties and management’s response; |
• | discussing the annual audited financial statements with management and the independent auditors; |
• | reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; |
• | reviewing and approving all proposed related party transactions; |
• | meeting separately and periodically with management and the independent auditors; and |
• | monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. |
• | reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; |
• | reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors; |
• | reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and |
• | selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management. |
• | selecting and recommending to the board nominees for election by the shareholders or appointment by the board; |
• | reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; |
• | making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and |
• | advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken. |
• | convening shareholders’ annual and extraordinary general meetings and reporting its work to shareholders at such meetings; |
• | declaring dividends and distributions; |
• | appointing officers and determining the term of office of the officers; |
• | exercising the borrowing powers of our company and mortgaging the property of our company; and |
• | approving the transfer of shares in our company, including the registration of such shares in our share register. |
Board Diversity Matrix (As of May 31, 2022) | ||||||||
Country of Principal Executive Offices: | People’s Republic of China | |||||||
Foreign Private Issuer | Yes | |||||||
Disclosure Prohibited Under Home Country Law | No | |||||||
Total Number of Directors | 7 |
Female |
Male |
Non-Binary |
Did Not Disclose Gender | |||||
Part I: Gender Identity | ||||||||
Directors | 1 | 6 | - | - | ||||
Part II: Demographic Background | ||||||||
Underrepresented Individual in Home Country Jurisdiction |
- | |||||||
LGBTQ+ |
- | |||||||
Did Not Disclose Demographic Background |
2 |
D. |
Employees |
Function |
Number of Employees |
Percentage |
||||||
Operating & Marketing Strategy |
25 | 11 | % | |||||
Business Development |
110 | 50 | % | |||||
Research and development |
56 | 25 | % | |||||
Administration |
31 | 14 | % | |||||
|
|
|
|
|||||
Total |
222 |
100 |
% | |||||
|
|
|
|
E. |
Share Ownership |
• | each of our directors and executive officers; and |
• | each person known to us to own beneficially more than 5% of our ordinary shares. |
Amount of Beneficial Ownership |
||||||||||||||||||||||||
Name and Address of Beneficial Owner |
Class A Ordinary Shares † |
Class B Ordinary Shares † |
Class C Ordinary Shares † |
Percent Ownership † † |
Percent Voting Power † † † |
Percent Voting Power (Upon Full Distribution by Newlink) † † † † |
||||||||||||||||||
Directors and Executive Officers: ** |
||||||||||||||||||||||||
Zhen Dai (1) |
56,167,121 | 248,888,073 | — | 13.9 | % | 43.6 | % | 57.3 | % | |||||||||||||||
Yang Wang (2) |
18,721,539 | — | 38,349,393 | 2.6 | % | 1.6 | % | 1.3 | % | |||||||||||||||
Weilin Sun (3) |
— | — | 30,305,208 | 1.4 | % | 1.0 | % | 0.7 | % | |||||||||||||||
Zhongjue Chen |
— | — | — | — | — | — | ||||||||||||||||||
Bin Liu |
* | — | — | * | * | * | ||||||||||||||||||
Guangming Ren |
— | — | — | — | — | — | ||||||||||||||||||
Xiaoli Liu |
— | — | — | — | — | — | ||||||||||||||||||
Lei Zhao |
— | — | — | — | — | — | ||||||||||||||||||
All directors and executive officers as a group |
144,015,952 | 248,888,073 | 68,654,601 | 18.0 | % | 46.3 | % | 59.3 | % | |||||||||||||||
Principal Shareholders: |
||||||||||||||||||||||||
Bain Capital Rise Education IV Cayman Limited (4) |
138,094,376 | — | 278,117,323 | 19.4 | % | 12.0 | % | 9.5 | % | |||||||||||||||
Newlinks Technology Limited (5) |
— | 248,888,073 | 1,398,659,699 | 76.9 | % | 91.5 | % | 88.7 | % | |||||||||||||||
Beijing Zhenwei Qingfeng Economic Management Consulting Partnership (L.P.) (6) |
253,891,329 | — | — | 11.9 | % | 4.4 | % | 5.8 | % |
* | Less than 1% |
** | The business address of Mr. Zhongjue Chen is Suite 2501, Level 25, One Pacific Place, 88 Queensway, Hong Kong. The business address of Mr. Bin Liu is 8F, Beijing Shougang International Building, Xizhimen North Street, Haidian District, Beijing, People’s Republic of China. The business address of Mr. Guangming Ren is 12-2 Lang Yueyuan, Yayun Xinxin Jiayuan, Chaoyang, District, Beijing, People’s Republic of China. The business address of Mr. Xiaoli Liu is Room 1902, Unit 1, Building 11, No. 8, Huamao City, Chaoyang District, Beijing, People’s Republic of China. The business address of our other directors and executive officers is c/o Newlink Center, Area G, Building 7, Huitong Times Square, No.1 Yaojiayuan South Road, Chaoyang District, Beijing, People’s Republic of China. |
† | Each Class B ordinary share and each Class C ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, subject to certain conditions. Class A ordinary shares are not convertible into Class B ordinary shares or Class C ordinary shares under any circumstances. |
†† | A total of 2,141,595,809 ordinary shares were outstanding immediately after the consummation of the Mergers. |
††† | Holders of Class A ordinary shares are entitled to one vote per share. Holders of Class B ordinary shares and Class C ordinary shares are entitled to ten votes per share and two votes per share, respectively. Upon the Closing, Newlink directly holds Class B ordinary shares and Class C ordinary shares, with the voting power of all Class B ordinary shares controlled by Mr. Dai and the voting power of Class C ordinary shares controlled by shareholders of Newlink other than Mr. Dai on a look-through basis proportional to those shareholders’ relative shareholding percentage in Newlink. This column sets out the voting power percentages on the foregoing basis, prior to Newlink’s distribution of any Class B ordinary shares or Class C ordinary shares to its own shareholders. |
†††† | Class B ordinary shares and Class C ordinary shares will be automatically and immediately converted into an equal number of Class A ordinary shares upon the occurrence of any direct or indirect sale, transfer, assignment or disposition of such number of Class B ordinary shares or Class C ordinary shares by the holder thereof or the direct or indirect transfer or assignment of the voting power attached to such number of Class B ordinary shares or Class C ordinary shares through voting proxy or otherwise to any person that is not Mr. Dai or his affiliates (Newlinks Technology Limited being deemed not to be his affiliate). Therefore, all Class B ordinary shares distributed by Newlink to Mr. Dai or his affiliates will remain Class B ordinary shares, and all Class C ordinary shares distributed by Newlink to its own shareholders (other than Mr. Dai and his affiliates) will be automatically converted into Class A ordinary shares. This column sets out the voting power percentages assuming full distribution by Newlink of Class B ordinary shares to Mr. Dai or his affiliates and of Class C ordinary shares to its own shareholders (other than Mr. Dai and his affiliates). Whether and to what extent to conduct such distribution would be a corporate decision by Newlink that requires approval by the board of directors and/or shareholders of Newlink, as applicable. |
(1) | Represents (i) the 56,167,121 Class A ordinary shares underlying certain options issued to Mr. Dai, which became vested and exercisable immediately upon consummation of the Mergers, and (ii) the 248,888,073 Class B ordinary shares held by Newlinks Technology Limited immediately after the Closing based on Zenki Luck Limited’s ownership interest in Newlinks Technology Limited by way of holding 67,126,520 ordinary shares of Newlinks Technology Limited. Zenki Luck Limited is 100% beneficially owned by Mr. Dai. The registered address of Zenki Luck Limited is Craigmuir Chambers, Road Town, Tortola, VG 1110 British Virgin Islands. |
(2) | Represents (i) the 18,721,539 Class A ordinary shares underlying certain options issued to Ms. Wang, which became vested and exercisable immediately upon consummation of the Mergers, and (ii) a portion of the 1,398,659,699 Class C ordinary shares held by Newlinks Technology Limited immediately after the Closing (which Class C ordinary shares are subject to automatic conversion into Class A ordinary shares in certain events as described in the footnote above), based on Young King Luck Holding Limited’s ownership interest in Newlinks Technology Limited by way of holding 9,665,588 ordinary shares of Newlinks Technology Limited. Young King Luck Holding Limited is 100% beneficially owned by Ms. Wang. The registered address of Young King Luck Holding Limited is Craigmuir Chambers, Road Town, Tortola, VG 1110 British Virgin Islands. |
(3) | Represents a portion of the 1,398,659,699 Class C ordinary shares held by Newlinks Technology Limited immediately after the Closing (which Class C ordinary shares are subject to automatic conversion into Class A ordinary shares in certain events as described in the footnote above), based on Phoenix Sun Luck Tech Limited’s ownership interest in Newlinks Technology Limited by way of holding 7,638,148 ordinary shares of Newlinks Technology Limited. Phoenix Sun Luck Tech Limited is 100% beneficially owned by Mr. Sun. The registered address of Phoenix Sun Luck Tech Limited is Craigmuir Chambers, Road Town, Tortola, VG 1110 British Virgin Islands. |
(4) | Represents (i) 119,372,236 Class A ordinary shares held by Bain Capital Rise Education IV Cayman Limited immediately after the Closing, (ii) 18,722,140 Class A ordinary shares held by BCPE Nutcracker Cayman, L.P. immediately after the Closing, and (iii) a portion of the 1,398,659,699 Class C ordinary shares held by Newlinks Technology Limited immediately after the Closing (which Class C ordinary shares are subject to automatic conversion into Class A ordinary shares in certain events as described in the footnote above), based on BCPE Nutcracker Cayman, L.P.’s ownership interest in Newlinks Technology Limited by way of holding 70,096,905 ordinary shares of Newlinks Technology Limited. Bain Capital Rise Education IV Cayman Limited is owned by Bain Capital Asia Integral Investors, L.P. Bain Capital Investors, LLC, or BCI, is the general partner of Bain Capital Asia Integral Investors, L.P. The governance, investment strategy and decision-making process with respect to investments held by Bain Capital Rise Education IV Cayman Limited is directed by the Global Private Equity Board of BCI. As a result of the relationships described above, BCI may be deemed to share beneficial ownership of the shares held by Bain Capital Rise Education IV Cayman Limited. Bain Capital Rise Education IV Cayman Limited has an address c/o Bain Capital Private Equity, LP, 200 Clarendon Street, Boston, Massachusetts 02116. BCPE Nutcracker GP, LLC is the general partner of BCPE Nutcracker Cayman, L.P. and has its registered address at Maples Corporate Service Limited, POBox 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. |
(5) | Principal shareholders of Newlinks Technology Limited include Mr. Dai, Yang Wang, Weilin Sun, Joy Capital, Bain Capital and CMC Capital. |
(6) | Zhenwei Investment Fund Management Co., Ltd. is the general partner of Beijing Zhenwei Qingfeng Economic Management Consulting Partnership (L.P.). and has its registered address at 8/F, 60 Xizhimen North Avenue, Haidian District, Beijing, China. |
A. |
Major Shareholders |
B. |
Related Party Transactions |
C. |
Interests of Experts and Counsel. |
A. |
Consolidated Statements and Other Financial Information |
B. |
Significant Changes |
A. |
Offer and Listing Details |
• | each ordinary share of RISE issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) was automatically converted into one validly issued, fully paid and non-assessable Class A ordinary share, par value of $0.01 per share; |
• | each ordinary share and preferred share of NaaS issued and outstanding immediately prior to the Effective Time was cancelled in exchange for the right to receive 32.951 Class A ordinary shares, except for (a) any ordinary share of NaaS owned by Newlink, then controlling shareholder of NaaS and (b) any ordinary share of NaaS held by NaaS as treasury shares, or owned by us, Merger Sub or Merger Sub II or any other wholly-owned subsidiary of ours, Merger Sub or Merger Sub II was cancelled and ceased to exist; and |
• | the 50,000,000 ordinary shares of NaaS issued and outstanding immediately prior to the Effective Time and held by Newlink were cancelled in exchange for the right to receive a total of 248,888,073 Class B ordinary shares and 1,398,659,699 Class C ordinary shares, respectively (on a 32.951 Class B ordinary shares or Class C ordinary shares per ordinary share of NaaS conversion basis). |
B. |
Plan of Distribution |
C. |
Markets |
D. |
Selling Shareholders |
E. |
Dilution |
F. |
Expense of the Issue |
A. |
Share Capital |
B. |
Memorandum and Articles of Association |
• | the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; |
• | the instrument of transfer is in respect of only one class of ordinary shares; |
• | the instrument of transfer is properly stamped, if required; |
• | in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; and |
• | a fee of such maximum sum as Nasdaq may determine to be payable or such lesser sum as our directors may from time to time require is paid to us in respect thereof. |
• | the designation of the series; |
• | the number of shares of the series; |
• | the dividend rights, dividend rates, conversion rights, voting rights; and |
• | the rights and terms of redemption and liquidation preferences. |
• | authorize our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders; and |
• | limit the ability of shareholders to requisition and convene general meetings of shareholders. |
• | does not have to file an annual return of its shareholders with the Registrar of Companies; |
• | is not required to open its register of members for inspection; |
• | does not have to hold an annual general meeting; |
• | may issue negotiable or bearer shares or shares with no par value; |
• | may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance); |
• | may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; |
• | may register as a limited duration company; and |
• | may register as a segregated portfolio company. |
• | the statutory provisions as to the required majority vote have been met; |
• | the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class; |
• | the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and |
• | the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act. |
• | a company acts or proposes to act illegally or ultra vires; |
• | the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and |
• | those who control the company are perpetrating a “fraud on the minority.” |
C. |
Material Contracts |
D. |
Exchange Controls |
E. |
Taxation |
• | banks and other financial institutions; |
• | insurance companies; |
• | pension plans; |
• | cooperatives; |
• | regulated investment companies; |
• | real estate investment trusts; |
• | broker-dealers; |
• | traders that elect to use a mark-to-market |
• | certain former U.S. citizens or long-term residents; |
• | tax-exempt entities (including private foundations); |
• | holders who acquire their ADSs or Class A ordinary shares pursuant to any employee share option or otherwise as compensation; investors that will hold their ADSs or Class A ordinary shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for U.S. federal income tax purposes; |
• | investors that have a functional currency other than the U.S. dollar; |
• | persons that actually or constructively own ADSs or ordinary shares representing 10% or more of our stock (by vote or value); or |
• | partnerships or other entities taxable as partnerships for U.S. federal income tax purposes, or persons holding ADSs or Class A ordinary shares through such entities. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created in, or organized under the law of the United States or any state thereof or the District of Columbia; |
• | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
• | a trust (A) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise validly elected to be treated as a U.S. person under the Code. |
• | the excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for the ADSs or Class A ordinary shares; |
• | the amount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we are classified as a PFIC (each, a “pre-PFIC year”) will be taxable as ordinary income; |
• | the amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect for individuals or corporations, as appropriate, for that year; and |
• | an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year, other than a pre-PFIC year. |
F. |
Dividends and Paying Agents |
G. |
Statements by Experts |
H. |
Documents on Display |
I. |
Subsidiary Information |
* | Filed herewith. |
† | Portions of this exhibit have been omitted. |
NaaS Technology Inc. | ||
By: | /s/ DAI Zhen | |
Name: DAI Zhen | ||
Title: Chairman of Board of Directors |
Page |
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F-51 |
||||
F-52 |
As at December 31, |
||||||||||||
2020 |
2021 |
2021 |
||||||||||
RMB |
RMB |
US$ |
||||||||||
ASSETS |
||||||||||||
Current assets: |
||||||||||||
Cash and cash equivalents |
5,134 | 16,027 | 2,515 | |||||||||
Restricted cash |
5,244 | — | — | |||||||||
Amounts due from related parties |
181 | 177 | 28 | |||||||||
Prepayments and other current assets |
4,509 | 14,451 | 2,268 | |||||||||
Current assets of discontinued operations (including current assets of the variable interest entity (“VIE”) without recourse to the Company amounting to RMB420,254 and RMB nil as of December 31, 2020 and 2021, respectively) |
729,500 | — | — | |||||||||
Total current assets |
744,568 |
30,655 |
4,811 |
|||||||||
Non-current assets: |
||||||||||||
Non-current assets of discontinued operations (including non-current assets of the VIE without recourse to the Company amounting to RMB1,134,372 and RMB nil as of December 31, 2020 and 2021, respectively) |
1,681,837 | — | — | |||||||||
Total non-current assets |
1,681,837 |
— |
— |
|||||||||
Total assets |
2,426,405 |
30,655 |
4,811 |
|||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||||||||||
Current liabilities: |
||||||||||||
Current portion of long-term loan |
226,744 | — | — | |||||||||
Accrued expenses and other current liabilities |
1,469 | 8,625 | 1,353 | |||||||||
Current liabilities of discontinued operations (including current liabilities of the variable interest entity (“VIE”) without recourse to the Company amounting to RMB882,038 and RMB nil as of December 31, 2020 and 2021, respectively) |
940,142 | — | — | |||||||||
Total current liabilities |
1,168,355 |
8,625 |
1,353 |
|||||||||
Non-current liabilities: |
||||||||||||
Long-term loan |
191,397 | — | — | |||||||||
Other non-current liabilities |
— | 2,838 | 445 | |||||||||
Convertible loan from related parties |
— | 108,334 | 17,000 | |||||||||
Non-current liabilities of discontinued operations (including non-current liabilities of the VIE without recourse to the Company amounting to RMB499,092 and RMB nil as of December 31, 2020 and 2021, respectively) |
565,147 | — |
— |
|||||||||
Total non-current liabilities |
756,544 |
111,172 |
17,445 |
|||||||||
Total liabilities |
1,924,899 |
119,797 |
18,798 |
|||||||||
Commitments and contingencies |
||||||||||||
Shareholders’ equity: |
||||||||||||
Ordinary shares (US$0.01 par value; 200,000,000 and 200,000,000 shares authorized, 112,951,232 and 113,030,392 shares issued and outstanding as of December 31, 2020 and 2021, respectively) |
6,959 | 6,964 | 1,093 | |||||||||
Additional paid-in capital |
603,173 | 274,036 | 43,002 | |||||||||
Statutory reserves |
105,357 | — | — | |||||||||
Accumulated deficit |
(260,019 | ) | (403,149 | ) | (63,263 | ) | ||||||
Accumulated other comprehensive income |
39,642 | 33,007 | 5,181 | |||||||||
Total RISE Education Cayman Ltd shareholders’ equity (deficit) |
495,112 |
(89,142 |
) |
(13,987 |
) | |||||||
Non-controlling interests |
6,394 | — | — | |||||||||
Total equity (deficit) |
501,506 |
(89,142 |
) |
(13,987 |
) | |||||||
Total liabilities, non-controlling interests and shareholders’ equity |
2,426,405 |
30,655 |
4,811 |
For the years ended December 31, |
||||||||||||||||
2019 |
2020 |
2021 |
2021 |
|||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
Operating expenses: |
||||||||||||||||
General and administrative |
(15,275 | ) | (17,606 | ) | (30,003 | ) | (4,708 | ) | ||||||||
Total operating expenses |
(15,275 |
) |
(17,606 |
) |
(30,003 |
) |
(4,708 |
) | ||||||||
Operating loss |
(15,275 |
) |
(17,606 |
) |
(30,003 |
) |
(4,708 |
) | ||||||||
Interest income |
80 | 13 | 2 | — | ||||||||||||
Gain on troubled debt restructuring |
— | — | 279,097 | 43,796 | ||||||||||||
Net income/(loss)from continuing operations before income tax expense |
(15,195 |
) |
(17,593 |
) |
249,096 |
39,088 |
||||||||||
Net income/(loss) from continuing operations |
(15,195 |
) |
(17,593 |
) |
249,096 |
39,088 |
||||||||||
Net income/(loss) from discontinued operations, net of tax |
159,755 |
(123,851 |
) |
(507,280 |
) |
(79,603 |
) | |||||||||
Net income/(loss) |
144,560 |
(141,444 |
) |
(258,184 |
) |
(40,515 |
) | |||||||||
Net income /(loss) from continuing operations attributable to non-controlling interests |
— | — | — | — | ||||||||||||
Loss from discontinued operations attributable to non-controlling interests |
(3,540 | ) | (9,011 | ) | (9,697 | ) | (1,522 | ) | ||||||||
Less: Net loss attributable to non-controlling interests |
(3,540 | ) | (9,011 | ) | (9,697 | ) | (1,522 | ) | ||||||||
Net income/(loss) attributable to RISE Education Cayman Ltd |
148,100 |
(132,433 |
) |
(248,487 |
) |
(38,993 |
) | |||||||||
Net income/(loss) from continuing operations attributable to RISE Education Cayman Ltd |
(15,195 | ) | (17,593 | ) | 249,096 | 39,088 | ||||||||||
Net income/(loss) from discontinued operations attributable to RISE Education Cayman Ltd, net of tax |
163,295 | (114,840 | ) | (497,583 | ) | (78,081 | ) | |||||||||
Net income/(loss) attributable to RISE Education Cayman Ltd |
148,100 |
(132,433 |
) |
(248,487 |
) |
(38,993 |
) | |||||||||
Net income/(loss) per share - Basic: |
||||||||||||||||
Continuing operations |
(0.13 | ) | (0.15 | ) | 2.21 | 0.35 | ||||||||||
Discontinued operations |
1.44 | (1.02 | ) | (4.41 | ) | (0.69 | ) | |||||||||
Total net income/(loss) per share - Basic |
1.31 | (1.17 | ) | (2.20 | ) | (0.34 | ) | |||||||||
Net income/(loss) per share - Diluted: |
||||||||||||||||
Continuing operations |
(0.13 | ) | (0.15 | ) | 2.21 | 0.35 | ||||||||||
Discontinued operations |
1.42 | (1.02 | ) | (4.41 | ) | (0.69 | ) | |||||||||
Total net income/(loss) per share - Diluted |
1.29 | (1.17 | ) | (2.20 | ) | (0.34 | ) | |||||||||
Net income/(loss) per ADS*- Basic: |
||||||||||||||||
Continuing operations |
(0.26 | ) | (0.31 | ) | 4.42 | 0.70 | ||||||||||
Discontinued operations |
2.88 | (2.04 | ) | (8.82 | ) | (1.38 | ) | |||||||||
Total net income/(loss) per ADS - Basic |
2.62 | (2.35 | ) | (4.40 | ) | (0.68 | ) | |||||||||
Net income/(loss) per ADS* - Diluted: |
||||||||||||||||
Continuing operations |
(0.25 | ) | (0.31 | ) | 4.42 | 0.70 | ||||||||||
Discontinued operations |
2.84 | (2.04 | ) | (8.82 | ) | (1.38 | ) | |||||||||
Total net income/(loss) per ADS - Diluted |
2.59 | (2.35 | ) | (4.40 | ) | (0.68 | ) | |||||||||
Shares used in net income/(loss) per share computation |
||||||||||||||||
Basic |
113,187,721 | 112,813,031 | 112,868,532 | 112,868,532 | ||||||||||||
Diluted |
114,464,108 | 112,813,031 | 112,868,532 | 112,868,532 |
*1 | ADS represents 2 ordinary shares |
For the years ended December 31, |
||||||||||||||||
2019 |
2020 |
2021 |
2021 |
|||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
Net income/(loss) |
144,560 |
(141,444 |
) |
(258,184 |
) |
(40,515 |
) | |||||||||
Other comprehensive income/(loss), net of tax of nil: |
||||||||||||||||
Foreign currency translation adjustments |
(1,542 |
) |
(1,275 |
) |
(6,635 |
) |
(1,041 |
) | ||||||||
Other comprehensive income/(loss) |
(1,542 | ) | (1,275 | ) | (6,635 |
) |
(1,041 |
) | ||||||||
Comprehensive income/(loss) |
143,018 |
(142,719 |
) |
(264,819 |
) |
(41,556 |
) | |||||||||
Less: comprehensive income (loss) attributable to non-controlling interests |
(3,540 | ) | (9,011 | ) | (9,697 | ) | (1,522 | ) | ||||||||
Comprehensive income/(loss) attributable to RISE Education Cayman Ltd |
146,558 |
(133,708 |
) |
(255,122 |
) |
(40,034 |
) |
Ordinary shares (Number) |
Ordinary Shares (Amount) |
Additional paid-in capital |
Treasury shares |
Statutory reserves |
Accumulated deficit |
Accumulative other comprehensive income/(loss) |
Total RISE Education Cayman Ltd shareholder’s equity |
Non- controlling interests |
Total shareholders’ equity |
|||||||||||||||||||||||||||||||
Balance at January 1, 2019 |
113,779,244 |
7,074 |
600,011 |
(23,460 |
) |
78,345 |
(248,674 |
) |
42,459 |
455,755 |
(14,921 |
) |
440,834 |
|||||||||||||||||||||||||||
Net income |
— | — | — | — | — | 148,100 | — | 148,100 | (3,540 | ) | 144,560 | |||||||||||||||||||||||||||||
Acquisition of subsidiary |
— | — | — | — | — | — | — | — | 33,866 | 33,866 | ||||||||||||||||||||||||||||||
Share-based compensation |
— | — | 47,889 | — | — | — | — | 47,889 | — | 47,889 | ||||||||||||||||||||||||||||||
Issuances in relation to share option exercise |
468,384 | 32 | 4,615 | — | — | — | — | 4,647 | — | 4,647 | ||||||||||||||||||||||||||||||
Other comprehensive income |
— | — | — | — | — | — | (1,542 | ) | (1,542 | ) | — | (1,542 | ) | |||||||||||||||||||||||||||
Repurchase of ordinary shares* |
(1,492,308 | ) | — | — | (45,953 | ) | — | — | — | (45,953 | ) | — | (45,953 | ) | ||||||||||||||||||||||||||
Retirement of treasury shares* |
— | (160 | ) | (69,253 | ) | 69,413 | — | — | — | — | — | — | ||||||||||||||||||||||||||||
Appropriation of statutory reserves |
— | — | — | — | 26,485 | (26,485 | ) | — | — | — | — | |||||||||||||||||||||||||||||
Balance at December 31, 2019 |
112,755,320 |
6,946 |
583,262 |
— |
104,830 |
(127,059 |
) |
40,917 |
608,896 |
15,405 |
624,301 |
|||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | (132,433 | ) | — | (132,433 | ) | (9,011 | ) | (141,444 | ) | ||||||||||||||||||||||||||
Share-based compensation |
— | — | 17,999 | — | — | — | — | 17,999 | — | 17,999 | ||||||||||||||||||||||||||||||
Issuances in relation to share option exercise |
195,912 | 13 | 1,912 | — | — | — | — | 1,925 | — | 1,925 | ||||||||||||||||||||||||||||||
Other comprehensive income |
— | — | — | — | — | — | (1,275 | ) | (1,275 | ) | — | (1,275 | ) | |||||||||||||||||||||||||||
Appropriation of statutory reserves |
— | — | — | — | 527 | (527 | ) | — | — | — | — | |||||||||||||||||||||||||||||
Balance at December 31, 2020 |
112,951,232 |
6,959 |
603,173 |
— |
105,357 |
(260,019 |
) |
39,642 |
495,112 |
6,394 |
501,506 |
* | In November 2018, the Board of Directors approved share repurchase program to purchase up to US$30,000 of the Company’s ordinary shares. As of December 31, 2019, pursuant to the share repurchase program, the Company repurchased 1,158,741 outstanding ADS representing 2,317,482 outstanding ordinary shares for an aggregated purchase price of RMB69,413. All shares repurchased were retired as of December 31, 2019 (Note 2). |
Ordinary shares (Number) |
Ordinary Shares (Amount) |
Additional paid-in capital |
Treasury shares |
Statutory reserves |
Accumulated deficit |
Accumulative other comprehensive income/(loss) |
Total RISE Education Cayman Ltd shareholder’s equity |
Non- controlling interests |
Total shareholders’ equity |
|||||||||||||||||||||||||||||||
Balance at December 31, 2020 |
112,951,232 |
6,959 |
603,173 |
— |
105,357 |
(260,019 |
) |
39,642 |
495,112 |
6,394 |
501,506 |
|||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | (248,487 | ) | — | (248,487 | ) | (9,697 | ) | (258,184 | ) | ||||||||||||||||||||||||||
Share-based compensation |
— | — | 9,537 | — | — | — | — | 9,537 | — | 9,537 | ||||||||||||||||||||||||||||||
Issuances in relation to share option exercise |
79,160 | 5 | 807 | — | — | — | — | 812 | — | 812 | ||||||||||||||||||||||||||||||
Other comprehensive income |
— | — | — | — | — | — | (6,635 | ) | (6,635 | ) | — | (6,635 | ) | |||||||||||||||||||||||||||
Appropriation of statutory reserves |
— | — | — | — | 1,565 | (1,565 | ) | — | — | — | — | |||||||||||||||||||||||||||||
Disposal of RISE IP&RISE HK |
— | — | (339,481 | ) | — | — | — | — | (339,481 | ) | — | (339,481 | ) | |||||||||||||||||||||||||||
Disposal of WFOE |
— | — | — | — | (106,922 | ) | 106,922 | — | — | 3,303 | 3,303 | |||||||||||||||||||||||||||||
Balance at December 31, 2021 |
113,030,392 |
6,964 |
274,036 |
— |
— |
(403,149 |
) |
33,007 |
(89,142 |
) |
— |
(89,142 |
) | |||||||||||||||||||||||||||
Balance at December 31, 2021 (US$) |
113,030,392 |
1,093 |
43,002 |
— |
— |
(63,263 |
) |
5,181 |
(13,987 |
) |
— |
(13,987 |
) |
For the years ended December 31, |
||||||||||||||||
2019 |
2020 |
2021 |
2021 |
|||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||||||||||
Net income/(loss) from continuing operations |
(15,195 | ) | (17,593 | ) | 249,096 | 39,088 | ||||||||||
Gain on troubled debt restructuring |
— | — | (279,097 | ) | (43,796 | ) | ||||||||||
Changes in operating assets and liabilities: |
||||||||||||||||
Prepayments and other current assets |
(5,946 | ) | 1,437 | (9,942 | ) | (1,560 | ) | |||||||||
Accrued expenses and other current liabilities |
983 | (2,459 | ) | 7,160 | 1,125 | |||||||||||
Other non-current liabilities |
— | — | 2,838 | 445 | ||||||||||||
Net cash (used in) continuing operating activities |
(20,158 |
) |
(18,615 |
) |
(29,945 |
) |
(4,698 |
) | ||||||||
Net cash (used in) discontinued operating activities |
(19,696 |
) |
(187,127 |
) |
(509,825 |
) |
(80,003 |
) | ||||||||
Net cash (used in) operating activities |
(39,854 |
) |
(205,742 |
) |
(539,770 |
) |
(84,701 |
) | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||||||||||
Proceeds from disposal of subsidiaries |
— | — | 15,932 | 2,500 | ||||||||||||
Net cash generated from continuing investing activities |
— | — | 15,932 |
2,500 |
||||||||||||
Net cash (used in) discontinued investing activities |
(114,716 |
) |
(111,782 |
) |
(53,535 |
) |
(8,401 |
) | ||||||||
Net cash (used in) investing activities |
(114,716 |
) |
(111,782 |
) |
(37,603 |
) |
(5,901 |
) | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||||||||||
Repurchase of ordinary shares |
(48,047 | ) | — | — | — | |||||||||||
Principal repayments on loans |
(97,332 | ) | (62,599 | ) | (124,987 | ) | (19,613 | ) | ||||||||
Proceeds from exercise of share options |
4,647 | 1,925 | 812 | 127 | ||||||||||||
Convertible loan from related party |
— | — | 108,334 | 17,000 | ||||||||||||
Net cash generated used in continuing financing activities |
(140,732 |
) |
(60,674 |
) |
(15,841 |
) |
(2,486 |
) | ||||||||
Net cash (used in) discontinued financing activities |
— |
— |
(23,308 |
) |
(3,658 |
) | ||||||||||
Net cash (used in) financing activities |
(140,732 |
) |
(60,674 |
) |
(39,149 |
) |
(6,144 |
) | ||||||||
Effects of exchange rate changes |
1,342 | (5,443 | ) | (6,635 | ) | (1,041 | ) | |||||||||
Net decrease in cash, cash equivalents and restricted cash |
(293,960 | ) | (383,641 | ) | (623,157 | ) | (97,787 | ) | ||||||||
Cash, cash equivalents and restricted cash at beginning of year |
1,316,785 | 1,022,825 | 639,184 | 100,302 | ||||||||||||
Cash, cash equivalents and restricted cash at end of year |
1,022,825 |
639,184 |
16,027 |
2,515 |
||||||||||||
Less: Cash, cash equivalents and restricted cash of discontinued operations at end of year |
998,674 | 628,806 | — | — | ||||||||||||
Cash, cash equivalents and restricted cash of continuing operations at end of year |
24,151 |
10,378 |
16,027 |
2,515 |
||||||||||||
Supplemental disclosures of cash flow information of continuing operations: |
||||||||||||||||
Cash and cash equivalents |
14,043 | 5,134 | 16,027 | 2,515 | ||||||||||||
Restricted cash |
10,108 | 5,244 | — | — |
1. |
ORGANIZATION AND BASIS OF PRESENTATION |
1. |
ORGANIZATION AND BASIS OF PRESENTATION (Continued) |
Name |
Date of establishment |
Place of establishment |
Percentage of equity interest attributable to the Company |
Principal activity | ||||||
Subsidiaries of the Company: |
||||||||||
RISE Education Cayman III Ltd (“Cayman III”) |
July 29, 2013 | Cayman Islands | 100 | % | Investment holding | |||||
RISE Education Cayman I Ltd (“Cayman”) |
June 19, 2013 | Cayman Islands | 100 | % | Investment holding |
1. |
ORGANIZATION AND BASIS OF PRESENTATION (Continued) |
2. |
SIGNIFICANT ACCOUNTING POLICIES |
2. |
SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2. |
SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2. |
SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Electronic equipment |
3 years | |
Furniture |
3 – 5 years | |
Vehicles |
4 years | |
Leasehold improvements |
Shorter of the lease term or estimated useful life |
2. |
SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2. |
SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Category |
Estimated Useful Life |
|||
Courseware license |
15 years | |||
Franchise agreements |
2.5-3 years |
|||
Student base |
3-5 years |
|||
Trademarks |
10-15 years |
|||
Purchased software |
3-5 years |
|||
Licensed copyright |
|
The shorter of contractual terms or estimated useful lives of the assets |
||
Teaching course materials |
10 years |
2. |
SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2. |
SIGNIFICANT ACCOUNTING POLICIES (Continued) |
(a) | Educational programs |
2. |
SIGNIFICANT ACCOUNTING POLICIES (Continued) |
(a) | Educational programs (Continued) |
(b) | Franchise revenues |
(c) | Other revenues |
2. |
SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2. |
SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2. |
SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2. |
SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2. |
SIGNIFICANT ACCOUNTING POLICIES (Continued) |
3. |
DISCONTINUED OPERATIONS |
Percentage |
||||||||
of equity |
||||||||
interest |
||||||||
attributable |
||||||||
Date of |
Place of |
to the |
Principal | |||||
Name |
establishment |
establishment |
company |
activity | ||||
Subsidiaries of the Company: |
||||||||
Rise IP (Cayman) Limited (“Rise IP”) |
24-Jul-13 |
Cayman Islands | 100% | Educational consulting | ||||
Edge Franchising Co., Limited (“Edge Franchising”) |
16-Mar-16 |
Hong Kong | 100% | Educational consulting | ||||
Rise Education International Limited (“Rise HK”) |
24-Jun-13 |
Hong Kong | 100% | Educational consulting | ||||
Edge Online Co., Limited |
1-Apr-18 | Hong Kong | 100% | Educational consulting | ||||
Rise (Tianjin) Education Information Consulting Co., Ltd. (“Rise Tianjin” or “WFOE”) |
12-Aug-13 |
PRC | 100% | Educational consulting, Sale of course materials, study tour service | ||||
VIE: |
||||||||
Beijing Step Ahead Education Technology Development Co., Ltd. |
2-Jan-08 |
PRC | — | Educational consulting | ||||
VIE’s subsidiaries and schools: |
||||||||
Beijing Haidian District Step Ahead Training School |
18-Sep-08 |
PRC | — | Language education | ||||
Beijing Shijingshan District Step Ahead Training School |
14-Jul-09 |
PRC | — | Language education | ||||
Beijing Changping District Step Ahead Training School |
3-Jul-09 |
PRC | — | Language education | ||||
Beijing Chaoyang District Step Ahead Training School |
20-Jul-09 |
PRC | — | Language education | ||||
Beijing Xicheng District RISE Immersion Subject English Training School |
5-Feb-10 |
PRC | — | Language education | ||||
Beijing Dongcheng District RISE Immersion Subject English Training School |
30-Jul-10 |
PRC | — | Language education | ||||
Beijing Tongzhou District RISE Immersion Subject English Training School |
19-Apr-11 | PRC | — | Language education | ||||
Beijing Daxing District RISE Immersion Subject English Training School |
31-Mar-13 |
PRC | — | Language education | ||||
Beijing Fengtai District RISE Immersion Subject English Training School |
28-Feb-12 |
PRC | — | Language education |
3. |
DISCONTINUED OPERATIONS (Continued) |
Percentage |
||||||||
of equity |
||||||||
interest |
||||||||
attributable |
||||||||
Date of |
Place of |
to the |
Principal | |||||
Name |
establishment |
establishment |
company |
activity | ||||
Beijing RISE Immersion Subject English Training School Co., Ltd. |
26-Oct-18 |
PRC | — | Language education | ||||
Beijing Step Ahead Rise Education Technology Co., Ltd. |
11-Dec-19 |
PRC | — | Language education | ||||
Beijing Huairou Ruida Education Training School |
19-Jan-18 |
PRC | Language education | |||||
Shanghai Boyu Investment Management Co., Ltd. |
29-Jan-12 |
PRC | — | Language education | ||||
Shanghai Riverdeep Education Information Consulting Co., Ltd. |
8-Mar-10 |
PRC | Educational consulting services | |||||
Shanghai Ruiaidisi English Training School Co., Ltd. |
5-Aug-19 |
PRC | — | Language education | ||||
Kunshan Ruiaidisi Education Technology Co., Ltd. |
30-Jul-19 |
PRC | — | Language education | ||||
Guangzhou Ruisi Education Technology Development Co., Ltd. |
17-Aug-12 |
PRC | — | Training services | ||||
Guangzhou Yuexiu District RISE Immersion Subject English Training School |
29-Apr-14 | PRC | — | Language education | ||||
Guangzhou Haizhu District RISE Immersion Subject English Training School-Chigang |
8-Dec-14 |
PRC | — | Language education | ||||
Guangzhou Tianhe District RISE Immersion Subject English Training School |
11-Jul-17 |
PRC | — | Language education | ||||
Guangzhou Liwan District Rise Education Training Center Co., Ltd. |
25-Nov-19 |
PRC | — | Language education | ||||
Guangzhou Tianhe District Ruisi Education Consulting Co., Ltd. |
11-Jul-17 |
PRC | — | Language education | ||||
Foshan Nanhai District Step Ahead Education Consulting Co., Ltd. |
21-Jan-20 |
PRC | — | Language education | ||||
Shenzhen Mei Ruisi Education Management Co., Ltd. |
28-Feb-14 |
PRC | — | Training services | ||||
Shenzhen Futian District Rise Training Center |
8-Jan-15 |
PRC | — | Language education | ||||
Shenzhen Nanshan District Rise Training Center |
26-May-15 |
PRC | — | Language education | ||||
Shenzhen Luohu District Rise Education Training Center |
3-Aug-17 |
PRC | — | Language education | ||||
Shenzhen Longhua District Minzhi Rise Training Center |
27-May-20 |
PRC | — | Language education |
3. |
DISCONTINUED OPERATIONS (Continued) |
Percentage |
||||||||
of equity |
||||||||
interest |
||||||||
attributable |
||||||||
Date of |
Place of |
to the |
Principal | |||||
Name |
establishment |
establishment |
company |
activity | ||||
Wuxi Rise Foreign Language Training Co., Ltd. |
5-Jun-13 |
PRC | — | Training services | ||||
Wuxi Ruiying English Training Center Co., Ltd. |
10-Jun-19 |
PRC | — | Language education | ||||
Ruisixing (Tianjin) Travel Services Co., Ltd. |
3-Jul-18 |
PRC | — | Traveling services | ||||
Hebei Camphor Tree Information Technology Co., Ltd. |
5-Nov-15 |
PRC | — | Investment holding | ||||
Shijiazhuang Forest Rock Education Technology Co., Ltd. |
28-Aug-18 |
PRC | — | Investment holding | ||||
Shijiazhuang Xinhua District Oriental Red American Education Training School |
14-Nov-19 |
PRC | — | Language education | ||||
Shijiazhuang Xinhua District Zhuoshuo Training School Co., Ltd. |
13-Dec-19 |
PRC | — | Language education | ||||
Shijiazhuang Yuhua District Ai Ruisi Education Training School |
1-Feb-19 |
PRC | — | Language education | ||||
Shijiazhuang Yuhua District Oriental Red Education Training School |
1-Feb-19 |
PRC | — | Language education | ||||
Shijiazhuang Chang’an District Jinshuo Culture Education Training School Co., Ltd. |
1-Apr-19 | PRC | — | Language education | ||||
Shijiazhuang Qiaoxi District Deshuo Training School Co., Ltd. |
27-Aug-20 |
PRC | — | Language education | ||||
Shijiazhuang Yuhua District Boshuo Training School Co., Ltd. |
2-Jan-20 |
PRC | — | Language education |
3. |
DISCONTINUED OPERATIONS (Continued) |
As at December 31, 2020 |
||||
RMB |
||||
ASSETS |
||||
Current assets: |
||||
Cash and cash equivalents |
549,486 | |||
Restricted cash |
79,320 | |||
Accounts receivable, net |
2,281 | |||
Amounts due from related parties |
552 | |||
Inventories |
7,814 | |||
Prepayments and other current assets |
90,047 | |||
Total current assets of discontinued operations |
729,500 |
|||
Non-current assets: |
||||
Property and equipment, net |
107,537 | |||
Intangible assets, net |
185,647 | |||
Long-term investment |
— | |||
Goodwill |
659,255 | |||
Deferred tax assets, net |
34,241 | |||
Other non-current assets |
55,853 | |||
Operating lease right-of-use |
639,304 | |||
Total non-current assets of discontinued operations |
1,681,837 |
|||
Total assets belong to discontinued operations |
2,411,337 |
|||
LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||
Current liabilities |
||||
Accounts payable |
11,028 | |||
Accrued expenses and other current liabilities |
162,724 | |||
Deferred revenue and customer advances |
563,736 | |||
Income taxes payable |
5,556 | |||
Current portion of operating lease liabilities |
197,098 | |||
Total current liabilities of discontinued operations |
940,142 |
|||
Non-current liabilities non-current liabilities of the VIE without recourse to the Company amounting to RMB499,092 (US$76,489) as of December 31, 2020): |
||||
Deferred revenue and customer advances |
38,204 | |||
Operating lease liabilities |
452,485 | |||
Deferred tax liabilities, net |
24,011 | |||
Other non-current liabilities |
50,447 | |||
Total non-current liabilities of discontinued operations |
565,147 |
|||
Total liabilities of discontinued operations |
1,505,289 |
3. |
DISCONTINUED OPERATIONS (Continued) |
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Revenues |
1,529,447 | 958,467 | 890,386 | |||||||||
Cost of revenues |
(694,693 | ) | (602,934 | ) | (596,412 | ) | ||||||
Gross profit |
834,754 |
355,533 |
293,974 |
|||||||||
Operating expenses: |
||||||||||||
Selling and marketing |
(307,339 | ) | (233,687 | ) | (191,816 | ) | ||||||
General and administrative |
(289,351 | ) | (242,633 | ) | (417,381 | ) | ||||||
Research and development expenses |
— | — | — | |||||||||
Total operating expenses |
(596,690 |
) |
(476,320 |
) |
(609,197 |
) | ||||||
Operating income/(loss) |
238,064 |
(120,787 |
) |
(315,223 |
) | |||||||
Interest income |
17,872 | 15,078 | 8,640 | |||||||||
Interest expense |
(34,093 | ) | (23,611 | ) | (16,823 | ) | ||||||
Foreign currency exchange gain/(loss) |
(1,506 | ) | (187 | ) | 1,627 | |||||||
Other income, net |
10,115 | 26,961 | (78,908 | ) | ||||||||
Impairment loss of long-term investment |
— | (37,000 | ) | — | ||||||||
Income/(loss) before income tax expense |
230,452 |
(139,546 |
) |
(400,687 |
) | |||||||
Loss on sale of discontinued operations |
— | — | (97,777 |
) | ||||||||
Income tax (expense)/benefit |
(70,697 | ) | 15,695 | (8,816 | ) | |||||||
Net income/(loss) from discontinued operations |
159,755 |
(123,851 |
) |
(507,280 |
) | |||||||
Net cash (used in) discontinued operating activities |
(19,696 |
) |
(187,127 |
) |
(509,825 |
) | ||||||
Net cash (used in) discontinued investing activities |
(114,716 |
) |
(111,782 |
) |
(53,535 |
) | ||||||
Net cash (used in) discontinued financing activities |
— |
— |
(23,308 |
) |
4. |
CONCENTRATION OF RISKS |
5. |
BUSINESS COMBINATION |
RMB |
||||
Purchase consideration |
44,061 | |||
Net assets acquired, excluding intangible assets and the related deferred tax liabilities |
(83,813 | ) | ||
Intangible assets |
15,800 | |||
Student base |
15,800 | |||
Deferred tax liabilities |
(4,742 | ) | ||
Non-controlling interest |
(33,866 | ) | ||
Goodwill |
150,682 |
For the year ended December 31, 2019 |
||||||||
pro forma (unaudited) |
As reported |
|||||||
RMB |
RMB |
|||||||
Revenues |
1,555,302 | 1,529,447 | ||||||
Net income |
152,669 | 148,100 |
5. |
BUSINESS COMBINATION (Continued) |
6. |
PREPAYMENTS AND OTHER CURRENT ASSETS |
As at December 31, |
||||||||||||
2020 |
2021 |
2021 |
||||||||||
RMB |
RMB |
US$ |
||||||||||
Prepayments to suppliers |
4,365 | 14,311 | 2,246 | |||||||||
Deposits |
144 | 140 | 22 | |||||||||
4,509 |
14,451 |
2,268 |
7. |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES |
As at December 31, |
||||||||||||
2020 |
2021 |
2021 |
||||||||||
RMB |
RMB |
US$ |
||||||||||
Accrued other operating expenses |
1,469 | 7,889 | 1,238 | |||||||||
Others |
— | 736 | 115 | |||||||||
1,469 |
8,625 |
1,353 |
8. |
TROUBLED DEBT RESTRUCTURING |
US$ |
||||
March 18, 2022 |
3,250 | |||
March 18, 2023 |
8,125 | |||
March 18, 2024 |
11,375 | |||
March 18, 2025 |
16,250 | |||
March 18, 2026 |
26,000 | |||
65,000 |
9. |
RELATED PARTY TRANSACTIONS |
For the years ended December 31, |
||||||||||||||||||||
Notes |
2019 |
2020 |
2021 |
2021 |
||||||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||||||
Bain Capital Education IV |
(i | ) | — | — | 108,334 | 17,000 | ||||||||||||||
Bain Capital Education IV |
— | — | 15,932 | 2,500 | ||||||||||||||||
Wuhan Xinsili Culture Development Co., Ltd. |
(ii | ) | — | — | — | — |
(i) | The Company entered into a convertible loan deed with the Bain Capital Education IV (the “Shareholder”) on December 1, 2021 (the “Convertible Loan Deed”), pursuant to which the Shareholder will provide an interest-free convertible loan of US$17,000 to the Company for the period ended June 30, 2023, convertible into ordinary shares of the Company at US$0.35 per share, or US$0.70 per ADS. If the Company fails to pay any amount payable under this Deed on its due date, interest shall accrue on such amount from the due date at a rate two percent. The Group determined the appropriate accounting treatment of its convertible debt in accordance with the terms in relation to the conversion feature. After considering the impact of such features, the Group may account for such instrument as a liability in its entirety, or separate the instrument into debt and equity components following the respective guidance described under ASC 815 Derivatives and Hedging and ASC 470 Debt. The Group evaluated the equity components immaterial, and accounted for the convertible loan as a non-current liability as of December 31, 2021 |
Year ended December 31, 2021 |
||||||||||
Loan granted |
Principal |
Interest Rate |
Period | |||||||
Convertible loan |
108,334 | — | December 1, 2021 to June 30, 2023 |
(ii) |
The CEO of the Company, Ms. Lihong Wang is the chairman of Wuhan Xinsili Culture Development Co., Ltd. As refer to Note 1, pursuant to the WFOE Purchase Agreement, the Company has agreed to, through Rise HK, sell all of the equity interests in WFOE to Wuhan Xinsili Culture Development Co., Ltd., in consideration of the Buyer SPV (i) paying to Rise HK a nominal consideration, and (ii) assuming all liabilities of WFOE and its subsidiaries. |
9. |
RELATED PARTY TRANSACTIONS (Continued) |
As at December 31, |
||||||||||||
2020 |
2021 |
2021 |
||||||||||
RMB |
RMB |
US$ |
||||||||||
Bain Capital Education IV |
181 | 177 | 28 |
As at December 31, |
||||||||||||
2020 |
2021 |
2021 |
||||||||||
RMB |
RMB |
US$ |
||||||||||
Bain Capital Education IV |
— | 108,334 | 17,000 |
10. |
INCOME/(LOSS) PER SHARE |
For the years ended December 31, |
||||||||||||||||
2019 |
2020 |
2021 |
2021 |
|||||||||||||
RMB |
RMB |
RMB |
USD |
|||||||||||||
Numerator: |
||||||||||||||||
Net income/(loss) from continuing operations attributable to RISE Education Cayman Ltd |
(15,195 | ) | (17,593 | ) | 249,096 | 39,088 | ||||||||||
Net income/(loss) from discontinued operations attributable to RISE Education Cayman Ltd |
163,295 | (114,840 | ) | (497,583 | ) | (78,081 | ) | |||||||||
Net income/(loss) attributable to RISE Education Cayman Ltd |
148,100 | (132,433 | ) | (248,487 | ) | (38,993 | ) | |||||||||
Denominator: |
||||||||||||||||
Weighted average number of ordinary shares outstanding-basic |
113,187,721 | 112,813,031 | 112,868,532 | 112,868,532 | ||||||||||||
Weighted average number of ordinary shares outstanding-diluted |
114,464,108 | 112,813,031 | 112,868,532 | 112,868,532 | ||||||||||||
Net income/(loss) per share - Basic: |
||||||||||||||||
Continuing operations |
(0.13 | ) | (0.15 | ) | 2.21 | 0.35 | ||||||||||
Discontinued operations |
1.44 | (1.02 | ) | (4.41 | ) | (0.69 | ) | |||||||||
Total net income/(loss) per share - Basic |
1.31 | (1.17 | ) | (2.20 | ) | (0.34 | ) | |||||||||
Net income/(loss) per share - Diluted: |
||||||||||||||||
Continuing operations |
(0.13 | ) | (0.15 | ) | 2.21 | 0.35 | ||||||||||
Discontinued operations |
1.42 | (1.02 | ) | (4.41 | ) | (0.69 | ) | |||||||||
Total net income/(loss) per share - Diluted |
1.29 | (1.17 | ) | (2.20 | ) | (0.34 | ) | |||||||||
Net income/(loss) per ADS - Basic: |
||||||||||||||||
Continuing operations |
(0.26 | ) | (0.31 | ) | 4.42 | 0.70 | ||||||||||
Discontinued operations |
2.88 | (2.04 | ) | (8.82 | ) | (1.38 | ) | |||||||||
Total net income/(loss) per ADS - Basic |
2.62 | (2.35 | ) | (4.40 | ) | (0.68 | ) | |||||||||
Net income/(loss) per ADS - Diluted: |
||||||||||||||||
Continuing operations |
(0.25 | ) | (0.31 | ) | 4.42 | 0.70 | ||||||||||
Discontinued operations |
2.84 | (2.04 | ) | (8.82 | ) | (1.38 | ) | |||||||||
Total net income/(loss) per ADS - Diluted |
2.59 | (2.35 | ) | (4.40 | ) | (0.68 | ) |
11. |
SHARE- BASED PAYMENTS |
11. |
SHARE-BASED PAYMENTS (Continued) |
Number of options |
Weighted– average exercise price |
Weighted- average grant date fair value |
Weighted- average remaining contractual term |
Aggregate intrinsic value |
||||||||||||||||
US$ |
US$ |
US$ |
||||||||||||||||||
Outstanding, December 31, 2020 |
1,861,474 | 1.44 | N/A | 4.61 | 2,988 | |||||||||||||||
Exercised |
(50,000 | ) | 1.44 | N/A | N/A | 16 | ||||||||||||||
Forfeited/Cancelled |
(110,000 | ) | 1.44 | N/A | N/A | |||||||||||||||
Outstanding, December 31, 2021 |
1,701,474 | 0.64 | N/A | 1.00 | — | |||||||||||||||
Vested and expected to vest at December 31, 2021 |
1,701,474 | 0.64 | N/A | 1.00 | — | |||||||||||||||
Exercisable at December 31, 2021 |
1,701,474 | 0.64 | N/A | 1.00 | — |
11. |
SHARE-BASED PAYMENTS (Continued) |
Number of options |
Weighted– average exercise price |
Weighted- average grant date fair value |
Weighted- average remaining contractual term |
Aggregate intrinsic value |
||||||||||||||||
US$ |
US$ |
US$ |
||||||||||||||||||
Outstanding, December 31, 2020 |
3,873,506 | 1.89 | 1.76 | 8.86 | 4,731 | |||||||||||||||
Granted |
850,000 | 1.75 | 0.63 | |||||||||||||||||
Exercised |
(23,300 | ) | 1.75 | 3.09 | 14 | |||||||||||||||
Forfeited/Cancelled |
(3,030,852 | ) | 1.93 | 1.52 | ||||||||||||||||
Outstanding, December 31, 2021 |
1,669,354 | 0.46 | 2.15 | 1.00 | — | |||||||||||||||
Vested and expected to vest at December 31, 2021 |
1,669,354 | 0.46 | 2.15 | 1.00 | — | |||||||||||||||
Exercisable at December 31, 2021 |
1,669,354 | 0.46 | 2.15 | 1.00 | — |
11. |
SHARE-BASED PAYMENTS (Continued) |
Number of options |
Weighted– average exercise price |
Weighted- average grant date fair value |
Weighted- average remaining contractual term |
Aggregate intrinsic value |
||||||||||||||||
US$ |
US$ |
US$ |
||||||||||||||||||
Outstanding, December 31, 2020 |
3,645,494 | 1.75 | 1.49 | 9.70 | 4,721 | |||||||||||||||
Exercised |
(5,860 | ) | 1.75 | 1.59 | 3 | |||||||||||||||
Forfeited/Cancelled |
(2,932,538 | ) | 1.75 | 1.47 | ||||||||||||||||
Outstanding, December 31, 2021 |
707,096 | 0.57 | 1.60 | 1.00 | — | |||||||||||||||
Vested and expected to vest at December 31, 2021 |
707,096 | 0.57 | 1.60 | 1.00 | — | |||||||||||||||
Exercisable at December 31, 2021 |
707,096 | 0.57 | 1.60 | 1.00 | — |
11. |
SHARE-BASED PAYMENTS (Continued) |
2016 Equity Incentive Plan |
||||||||||||
For the years ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Risk-free interest rate |
2.41%-3.34% | N/A | N/A | |||||||||
Expected volatility range |
53.70%-55.20% |
N/A | N/A | |||||||||
Suboptimal exercise factor |
2.80 | N/A | N/A | |||||||||
Fair value per ordinary share as at valuation date |
US$4.11~US$5.37 | N/A | N/A |
2017 Share Incentive Plan and Modified 2017 Share |
||||||||||||
Incentive Plan |
||||||||||||
For the years ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Risk-free interest rate |
3.29% | 1.65%~1.69% | 1.00%~2.30% | |||||||||
Expected volatility range |
54.80% | 55.10%~55.80% | 57.00%~114.50% | |||||||||
Suboptimal exercise factor |
2.80 | 2.80 | 2.80 | |||||||||
Fair value per ordinary share as at valuation date |
US$4.94 | US$1.99~US$2.69 | US$0.25~US$1.60 |
2020 Share Incentive Plan and Modified 2020 Share |
||||||||||||
For the years ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Risk-free interest rate |
N/A | 1.69%~1.86% | 1.00% | |||||||||
Expected volatility range |
N/A | 55.10%~55.80% | 114.50% | |||||||||
Suboptimal exercise factor |
N/A | 2.80 | 2.80 | |||||||||
Fair value per ordinary share as at valuation date |
N/A | US$2.52~US$2.69 | US$0.25 |
11. |
SHARE-BASED PAYMENTS (Continued) |
For the years ended December 31, |
||||||||||||||||
2019 |
2020 |
2021 |
2021 |
|||||||||||||
RMB |
RMB |
RMB |
USD |
|||||||||||||
Cost of revenues |
2,617 | 1,821 | (895 | ) | (141 | ) | ||||||||||
Selling and marketing expenses |
1,016 | 1,497 | (1,124 | ) | (176 | ) | ||||||||||
General and administrative expenses |
44,256 | 14,681 | 11,556 | 1,813 | ||||||||||||
Total |
47,889 |
17,999 |
9,537 |
1,496 |
Foreign currency translation adjustments |
||||
RMB |
||||
Balance as of January 1, 2019 |
42,459 | |||
Foreign currency translation adjustments, net of tax of nil |
(1,542 | ) | ||
Balance as of December 31, 2019 |
40,917 | |||
Foreign currency translation adjustments, net of tax of nil |
(1,275 | ) | ||
Balance as of December 31, 2020 |
39,642 | |||
Foreign currency translation adjustments, net of tax of nil |
(6,635 | ) | ||
Balance as of December 31, 2021 |
33,007 | |||
US$ |
||||
Balance as of December 31, 2021 |
5,181 |
• |
We have evaluated the appropriateness of the revenue recognition policies as adopted by the management; |
• |
We have obtained an understanding of and assessing the design, implementation and operating effectiveness of key internal control including the information technology general control (“ITGC”) and the information technology activity control (“ITAC”) which govern such revenue recognition to ensure input and output information were properly recorded; |
• |
We have performed ITGC audit procedures on the Company’s IT system and the online platform to ensure that the database is reliable; |
• |
We have engaged IT specialists to assist us in testing the data flow accuracy and the calculation logic relevant to the recognition of revenue; |
• |
We have performed audit procedures that included, among others, testing the clerical accuracy and consistency with IFRS of the accounting model developed by the Company to recognize revenue; |
• |
We have tested the payment receipts against third-party payments platforms and instruments such as Alipay and WeChat. |
* | Representing amount less than RMB1,000. |
Note |
Combined capital |
Additional paid- in capital |
Accumulated losses |
Total |
||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||||||
Balance at January 1, 2020 |
— |
* |
79,286 |
(56,040 |
) |
23,246 |
||||||||||||||
Comprehensive loss |
||||||||||||||||||||
Loss for the year |
— | — | (82,182 | ) | (82,182 | ) | ||||||||||||||
Total comprehensive loss for the year |
— |
— |
(82,182 |
) |
(82,182 |
) | ||||||||||||||
Transactions with equity holders: |
||||||||||||||||||||
Issuance of ordinary shares |
— |
* |
— | — | — | * | ||||||||||||||
Contribution from a shareholder |
13 | — | 68,700 | — | 68,700 | |||||||||||||||
Balance at December 31, 2020 and January 1, 2021 |
— |
* |
147,986 |
(138,222 |
) |
9,764 |
||||||||||||||
Comprehensive loss |
||||||||||||||||||||
Loss for the year |
— | — | (252,310 | ) | (252,310 | ) | ||||||||||||||
Total comprehensive loss for the year |
— |
— |
(252,310 |
) |
(252,310 |
) | ||||||||||||||
Transactions with equity holders: |
||||||||||||||||||||
Contribution from a shareholder |
13 | — | 267,615 | — | 267,615 | |||||||||||||||
Balance at December 31, 2021 |
— |
* |
415,601 |
(390,532 |
) |
25,069 |
||||||||||||||
* | Representing amount less than RMB1,000. |
Year ended December 31, |
||||||||||||
Note |
2020 |
2021 |
||||||||||
RMB’000 |
RMB’000 |
|||||||||||
Cash flows from operating activities |
||||||||||||
Cash used in operations |
20(a |
) |
(63,297 |
) |
(250,153 |
) | ||||||
Interest received |
283 | 118 | ||||||||||
|
|
|
|
|||||||||
Net cash used in operating activities |
(63,014 |
) |
(250,035 |
) | ||||||||
|
|
|
|
|||||||||
Cash flows from investing activities |
||||||||||||
Purchase of property, plant and equipment |
— | (606 | ) | |||||||||
Purchase of financial asset at fair value through profit or loss |
10 |
— | (5,000 | ) | ||||||||
|
|
|
|
|||||||||
Net cash flows used in investing activities |
— |
(5,606 |
) | |||||||||
|
|
|
|
|||||||||
Cash flows from financing activities |
||||||||||||
Interests paid |
9 |
(189 | ) | (767 | ) | |||||||
Payments of lease liabilities |
9 |
(3,956 | ) | (6,146 | ) | |||||||
Contribution from a shareholder |
13 |
68,700 | 267,615 | |||||||||
|
|
|
|
|||||||||
Net cash flows generated from financing activities |
64,555 |
260,702 |
||||||||||
|
|
|
|
|||||||||
Net increase in cash and cash equivalents |
1,541 |
5,061 |
||||||||||
Cash and cash equivalents at the beginning of the financial year |
2,124 | 3,665 | ||||||||||
|
|
|
|
|||||||||
Cash and cash equivalents at end of year |
5 | 3,665 |
8,726 |
|||||||||
|
|
|
|
1. |
Corporate information |
1.1 |
General information |
1.2 |
History and reorganization of the Group |
1. |
Corporate information (Continued) |
1.3 |
Subsidiaries |
Name of entity |
Place of incorporated |
Date of incorporation/ establishment |
Effective interest held upon completion of reorganization |
Principal activities | ||||||
Subsidiaries |
||||||||||
Kuaidian Power (Beijing) New Energy Technology Co., Ltd. | Beijing, China | August 20, 2019 | 100 | % | Online EV Charging Solutions, Non-Charging Solutions and Other Services | |||||
Beijing Chezhubang New Energy Technology Co., Ltd. | Beijing, China | July 18, 2018 | 100 | % | Online EV Charging Solutions | |||||
Zhidian Youtong Technology Co., Ltd. | Shandong, China | September 27, 2020 | 100 | % | Offline EV Charging Solutions | |||||
Shaanxi Kuaidian Mobility Technology Co., Ltd. | Shaanxi, China | May 29, 2018 | 100 | % | Offline EV Charging Solutions | |||||
Qingdao Hill Matrix New Energy Technology Co., Ltd. | Shandong, China | April 26, 2021 | 100 | % | Offline EV Charging Solutions | |||||
Cosmo Light (Beijing) New Energy Technology Co., Ltd. | Beijing, China | February 22, 2021 | 100 | % | Online EV Charging Solutions |
1.4 |
Basis of presentation |
2. |
Summary of significant accounting policies |
2.1 |
Basis of preparation |
2. |
Summary of significant accounting policies (Continued) |
2.1 |
Basis of preparation (Continued) |
2.1.1 |
New and amendments to the accounting standards adopted and recent accounting pronouncements |
Standards and amendments |
Effective for annual periods beginning on or after | |
IAS 16 (Amendment) ‘Property, plant and equipment – proceeds before intended use’ | January 1, 2022 | |
IAS 37 (Amendment) ‘Onerous contracts – cost of fulfilling a contract’ | January 1, 2022 | |
IFRS 3 (Amendment) ‘Reference to the conceptual Framework’ | January 1, 2022 | |
Annual Improvements to IFRS Standards 2018-2020 | January 1, 2022 | |
IFRS 17 Insurance Contracts | January 1, 2023 | |
IFRS 17 (Amendment) Insurance Contracts | January 1, 2023 | |
IAS 1 (Amendment) ‘Classification of liabilities as current or non-current’ |
January 1, 2023 | |
IAS 1 and IFRS Practice Statement 2 (Amendment) - Disclosure of Accounting Policies | January 1, 2023 | |
IAS 8 (Amendment) - Definition of Accounting Estimates | January 1, 2023 | |
Amendments to IFRS 4 - Extension of the Temporary Exemption from Applying IFRS 9 | January 1, 2023 | |
Amendments to IAS 12 - Deferred Tax related to Assets and Liabilities arising from a Single Transaction Tax | January 1, 2023 | |
Amendment to IFRS 10 and IAS 28 regarding sales or contribution assets between an investor and its associate or joint venture | To be determined |
2. |
Summary of significant accounting policies (Continued) |
2.2 |
Going concern basis |
2.3 |
Subsidiaries and non-controlling interests |
2.4 |
Segment reporting |
2.5 |
Foreign currency translation |
2. |
Summary of significant accounting policies (Continued) |
2.5 |
Foreign currency translation (Continued) |
(i) | assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of reporting period ended. |
(ii) | income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and |
(iii) | all resulting currency translation differences are recognised in other comprehensive income or loss. |
2.6 |
Property, plant and equipment |
– | Electronic equipment | 5 years |
2.7 |
Investments and other financial assets |
• | those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss), and, |
• | those to be measured at amortised cost. |
2. |
Summary of significant accounting policies (Continued) |
2.7 |
Investments and other financial assets (Continued) |
• | the carrying amount of the financial asset transferred; and |
• | the sum of the consideration received from the transfer and any cumulative gains or losses that has been recognised directly in equity. |
2. |
Summary of significant accounting policies (Continued) |
2.8 |
Trade receivables and other receivables |
2.9 |
Cash and cash equivalents |
2.10 |
Share capital |
2.11 |
Trade and other payables |
2.12 |
Current and deferred income tax |
2. |
Summary of significant accounting policies (Continued) |
2.12 |
Current and deferred income tax (Continued) |
2.13 |
Employee benefits |
2. |
Summary of significant accounting policies (Continued) |
2.13 |
Employee benefits (Continued) |
2.14 |
Revenue recognition |
i. | provides all of the benefits received and consumed simultaneously by the customer; |
ii. | creates and enhances an asset that the customer controls as the Group performs; or |
iii. | does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment for performance completed to date. |
2. |
Summary of significant accounting policies (Continued) |
2.14 |
Revenue recognition (Continued) |
2. |
Summary of significant accounting policies (Continued) |
2.14 |
Revenue recognition (Continued) |
2.15 |
Cost of revenue |
2.16 |
Selling and marketing expenses |
2. |
Summary of significant accounting policies (Continued) |
2.17 |
Administrative expenses |
2.18 |
Research and development expenses |
2.19 |
Income tax |
2.20 |
Provisions and contingent liabilities |
2.21 |
Loss per share |
• | the loss attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares; and |
• | by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year/period and excluding treasury shares. |
• | the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares; and |
• | the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. |
2. |
Summary of significant accounting policies (Continued) |
2.22 |
Leases |
• | the amount of the initial measurement of lease liabilities; |
• | any lease payments made at or before the commencement date less any lease incentives received; |
• | any initial direct costs; and |
• | restoration costs. |
2.23 |
Finance income/(costs), net |
3. |
Financial risk management |
3.1 |
Financial risk factors |
3. |
Financial risk management (Continued) |
3.1 |
Financial risk factors (Continued) |
Less than 1 year |
Between 1 and 2 years |
Between 2 and 5 years |
Total |
Carrying amount |
||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||||||||
At December 31, 2020 |
||||||||||||||||||||
Other payables and accruals (excluding Employee benefit payables and taxes payables) |
14,580 | — | — | 14,580 | 14,580 | |||||||||||||||
Lease liabilities |
5,005 | 4,117 | 11,321 | 20,443 | 18,606 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
19,585 | 4,117 | 11,321 | 35,023 | 33,186 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2021 |
||||||||||||||||||||
Trade payables |
437 | — | — | 437 | 437 | |||||||||||||||
Other payables and accruals (excluding Employee benefit payables and taxes payables) |
52,009 | — | — | 52,009 | 52,009 | |||||||||||||||
Lease liabilities |
8,265 | 6,191 | 7,204 | 21,660 | 20,457 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
60,711 | 6,191 | 7,204 | 74,106 | 72,903 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
3. |
Financial risk management (Continued) |
3.2 |
Capital management |
Year ended December 31, |
||||||||
2020 |
2021 |
|||||||
RMB’000 |
RMB’000 |
|||||||
Lease liabilities – repayable within one year |
(4,216 | ) | (8,061 | ) | ||||
Lease liabilities – repayable after one year |
(14,390 | ) | (12,396 | ) | ||||
Cash and cash equivalents |
3,665 | 8,726 | ||||||
|
|
|
|
|||||
Net debt |
(14,941 | ) |
(11,731 | ) | ||||
|
|
|
|
Cash and cash equivalents |
Lease liabilities |
Total |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
Net debt as at January 1, 2020 |
2,124 | (3,741 | ) |
(1,617 | ) | |||||||
|
|
|
|
|
|
|||||||
Cash flows |
1,541 | 4,145 | 5,686 | |||||||||
Lease |
— |
(19,010 | ) | (19,010 | ) | |||||||
|
|
|
|
|
|
|||||||
Net debt as at December 31, 2020 |
3,665 | (18,606 | ) |
(14,941 | ) | |||||||
|
|
|
|
|
|
|||||||
Cash flows |
5,061 | 6,913 | 11,974 | |||||||||
Lease |
— |
(8,764 | ) | (8,764 | ) | |||||||
|
|
|
|
|
|
|||||||
Net debt as at December 31, 2021 |
8,726 | (20,457 | ) |
(11,731 | ) | |||||||
|
|
|
|
|
|
3. |
Financial risk management (Continued) |
3.3 |
Fair value estimation |
(1) | Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1); |
(2) | Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2); and |
(3) | Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3). |
Level 3 |
Total |
|||||||
RMB’000 |
RMB’000 |
|||||||
Recurring fair value measurements |
||||||||
At December 31, 2021 |
||||||||
Financial asset at fair value through profit or loss |
5,000 | 5,000 | ||||||
|
|
|
|
• | The use of quoted market prices or investor quotes for similar instruments; and |
• | The discounted cash flow model and unobservable inputs mainly including assumptions of expected future cash flows and discount rate; and |
• | The latest round financing, i.e. the prior transaction price or the third-party pricing information; and |
• | A combination of observable and unobservable inputs, including risk-free rate, expected volatility, discount rate for lack of marketability, market multiples, etc. |
Fair values as of December 31, |
Unobservable inputs |
Change of inputs at December 31, |
Relationship of unobservable inputs to fair value | |||||||||||||||||
2020 |
2021 |
2020 |
2021 |
|||||||||||||||||
Description |
RMB’000 |
RMB’000 |
||||||||||||||||||
Investments in unlisted companies |
— | 5,000 | Expected volatility | — | 51 | % | The higher the expected volatility, the lower the fair value | |||||||||||||
Discount for lack of marketability (“DLOM”) | — | 19 | % | The higher the DLOM, the lower the fair value |
4. |
Critical accounting estimates and judgements |
• |
Determining criteria for significant increase in credit risk; |
• |
Selecting appropriate models and assumptions for the measurement of ECL; |
• |
Establishing the relative probability weightings of forward-looking scenarios. |
4. |
Critical accounting estimates and judgements (Continued) |
5. |
Cash and cash equivalents |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB’000 |
RMB’000 |
|||||||
Cash at bank |
1,210 | 3,971 | ||||||
Deposits held at licensed payment platforms |
2,455 | 4,755 | ||||||
|
|
|
|
|||||
3,665 | 8,726 | |||||||
|
|
|
|
6. |
Trade receivables |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB’000 |
RMB’000 |
|||||||
Trade receivables |
— |
740 |
||||||
Provision on Impairment |
— |
— |
||||||
|
|
|
|
|||||
— |
740 |
|||||||
|
|
|
|
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB’000 |
RMB’000 |
|||||||
0 – 90 days |
— |
727 |
||||||
91 – 180 days |
— |
13 |
||||||
|
|
|
|
|||||
— |
740 |
|||||||
|
|
|
|
7. |
Prepayments, other receivables and other assets |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB’000 |
RMB’000 |
|||||||
Receivables for pile sales |
2,783 | 36,113 | ||||||
Prepayments to charging stations |
19,833 | 31,930 | ||||||
VAT recoverable |
16,080 | 30,455 | ||||||
Prepayment for rental, facility and utilities |
— | 5,797 | ||||||
Prepayments for charging piles procurement |
1,951 | 5,186 | ||||||
Receivables from other platforms |
2,437 | 3,102 | ||||||
Prepayments for miscellaneous |
293 | 2,250 | ||||||
Employee advances |
654 | 1,507 | ||||||
Deposits |
300 | 1,462 | ||||||
Others |
418 | 1,168 | ||||||
|
|
|
|
|||||
Less: credit loss allowances |
(56 | ) | (1,472 | ) | ||||
|
|
|
|
|||||
44,693 |
117,498 |
|||||||
|
|
|
|
8. |
Financial instruments by category |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB’000 |
RMB’000 |
|||||||
Assets as per statement of financial position |
||||||||
Financial asset measured at fair value through profit or loss: |
||||||||
—Financial asset at fair value through profit or loss |
— |
5,000 | ||||||
— | 5,000 | |||||||
Financial asset measured at amortized costs: |
||||||||
Financial asset |
||||||||
—Trade receivables |
— | 740 | ||||||
—Other receivables, prepayments and deposits (excluding prepayments to suppliers and prepaid expenses). |
22,616 | 71,897 | ||||||
—Cash and cash equivalents |
3,665 | 8,726 | ||||||
Total |
26,281 |
86,363 |
||||||
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB’000 |
RMB’000 |
|||||||
Liabilities as per statement of financial position |
||||||||
Financial liabilities measured at amortized cost: |
||||||||
— Trade payables |
— | 437 | ||||||
— Other payables and accruals (excluding employee benefit payables and taxes payables) |
14,580 | 52,009 | ||||||
— Lease liabilities |
18,606 | 20,457 | ||||||
Total |
33,186 |
72,903 |
||||||
9 . |
Leases |
Office buildings |
Charging stations |
Total |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
Year ended December 31, 2020 |
||||||||||||
Opening net book amount |
3,955 | — | 3,955 | |||||||||
Additions |
18,822 | — | 18,822 | |||||||||
Depreciation charge |
(3,540 | ) | — | (3,540 | ) | |||||||
Closing net book amount |
19,237 |
— |
19,237 |
|||||||||
As of December 31, 2020 |
||||||||||||
Cost |
25,313 | — | 25,313 | |||||||||
Accumulated depreciation |
(6,076 | ) | — | (6,076 | ) | |||||||
Net book value |
19,237 |
— |
19,237 |
|||||||||
Year ended December 31, 2021 |
||||||||||||
Opening net book amount |
19,237 | — | 19,237 | |||||||||
Additions |
— | 8,014 | 8,014 | |||||||||
Depreciation charge |
(4,723 | ) | (1,974 | ) | (6,697 | ) | ||||||
Closing net book amount |
14,514 |
6,040 |
20,554 |
|||||||||
As of December 31, 2021 |
||||||||||||
Cost |
25,313 | 8,014 | 33,327 | |||||||||
Accumulated depreciation |
(10,799 | ) | (1,974 | ) | (12,773 | ) | ||||||
Net book value |
14,514 |
6,040 |
20,554 |
|||||||||
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB’000 |
RMB’000 |
|||||||
Right-of-use |
||||||||
Office buildings |
19,237 | 14,514 | ||||||
Charging stations |
— | 6,040 | ||||||
19,237 |
20,554 |
|||||||
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB’000 |
RMB’000 |
|||||||
Lease liabilities |
||||||||
Current |
4,216 | 8,061 | ||||||
Non-current |
14,390 | 12,396 | ||||||
18,606 |
20,457 |
|||||||
9. |
Leases (Continued) |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB’000 |
RMB’000 |
|||||||
Depreciation charge of right-of-use |
||||||||
Office buildings |
3,540 | 4,723 | ||||||
Charging stations |
— | 1,974 | ||||||
Interest expense (included in finance cost) |
189 | 748 | ||||||
Expense relating to short-term leases not included in lease liabilities (included in cost of revenues, selling and marketing expenses, administrative expenses and research and development expenses) |
— | 4,421 | ||||||
3,729 |
11,866 |
|||||||
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB’000 |
RMB’000 |
|||||||
Principal elements of lease payments |
3,956 | 6,146 | ||||||
Related interest paid |
189 | 767 | ||||||
4,145 |
6,913 |
|||||||
10 . |
Financial asset at fair value through profit or loss |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB’000 |
RMB’000 |
|||||||
Investment(a) |
— |
5,000 | ||||||
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB’000 |
RMB’000 |
|||||||
At the beginning of the year |
— |
— |
||||||
Additions (Note i) |
— |
5,000 | ||||||
At the end of the year |
— |
5,000 |
||||||
(i) | During the year ended December 31, 2021, the Group invested in a company engaging in EV charging hardware and technology industry for RMB5.0 million, and there is no fair value change within the year. |
11. |
Property, plant and equipment |
12. |
Other payables and accruals |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB’000 |
RMB’000 |
|||||||
VAT payable |
19,546 | 41,111 | ||||||
Advances from transacting users |
8,387 | 22,433 | ||||||
Payables to charging stations |
3,836 | 12,657 | ||||||
Accrued expenses |
775 | 10,605 | ||||||
Employee benefit payables |
3,744 | 9,784 | ||||||
Payables for charging piles procurement |
484 | 3,618 | ||||||
Income tax payable |
51 | 777 | ||||||
Others |
2,411 | 6,455 | ||||||
39,234 |
107,440 |
|||||||
13. |
Combined capital and additional paid in capital |
Number of ordinary shares |
Nominal value of ordinary shares |
Combined capital |
Additional paid-in capital |
Total |
||||||||||||||||
USD |
RMB |
RMB’000 |
RMB’000 |
|||||||||||||||||
At January 1, 2020 (note i) |
1,000 |
— |
* |
1 |
79,286 |
79,286 |
||||||||||||||
Issuance of ordinary shares (note ii) |
4,000 | — | * | 3 | — | — | ** | |||||||||||||
Contribution of a shareholder (note iii) |
— | — | — | 68,700 | 68,700 | |||||||||||||||
At December 31, 2020 |
5,000 |
1 |
4 |
147,986 |
147,986 |
|||||||||||||||
At January 1, 2021 |
5,000 |
1 |
4 |
147,986 |
147,986 |
|||||||||||||||
Contribution of a shareholder |
— | — | — | 267,615 | 267,615 | |||||||||||||||
At December 31, 2021 |
5,000 |
1 |
4 |
415,601 |
415,601 |
|||||||||||||||
* | Representing amount less than US$1.00. |
** | Representing amount less than RMB1,000. |
13. |
Combined capital and additional paid in capital (Continued) |
14. |
Revenues |
Year ended December 31, |
||||||||
2020 |
2021 |
|||||||
RMB’000 |
RMB’000 |
|||||||
Revenue, gross |
37,206 | 160,916 | ||||||
Revenue from Online EV Charging Solutions |
36,498 | 153,246 | ||||||
Revenue from Offline EV Charging Solutions |
565 | 7,060 | ||||||
Revenue from Non-Charging Solutions and Other Services |
143 | 610 | ||||||
Incentive to end-users |
(31,374 | ) | (143,142 | ) | ||||
|
|
|
|
|||||
Revenue, net |
5,832 |
17,774 |
||||||
|
|
|
|
1 5 . |
Other losses, net |
Year ended December 31, |
||||||||
2020 |
2021 |
|||||||
RMB’000 |
RMB’000 |
|||||||
Credit loss allowances |
(56 | ) | (1,416 | ) | ||||
Others |
37 | 14 | ||||||
|
|
|
|
|||||
(19 |
) |
(1,402 |
) | |||||
|
|
|
|
1 6 . |
Operating costs by nature |
Year ended December 31, |
||||||||
2020 |
2021 |
|||||||
RMB’000 |
RMB’000 |
|||||||
End-user incentives |
24,910 | 107,360 | ||||||
Employee benefit expenses |
40,802 | 102,703 | ||||||
Promotion and advertising |
3,597 | 10,403 | ||||||
Traveling, entertainment and general office expenses |
3,125 | 8,249 | ||||||
Auditor’s remuneration |
— | 7,066 | ||||||
VAT surcharges |
6,089 | 6,839 | ||||||
Depreciation of right-of-use |
3,540 | 6,697 | ||||||
Rental, facility and utilities |
669 | 4,923 | ||||||
Bandwidth expenses and server custody costs |
2,707 | 4,794 | ||||||
Payment processing cost |
1,691 | 4,108 | ||||||
Online service costs |
538 | 2,434 | ||||||
Professional service fee |
203 | 1,365 | ||||||
Depreciation of property, plant and equipment |
— | 58 | ||||||
Others |
171 | 645 | ||||||
|
|
|
|
|||||
Total operating costs |
88,042 |
267,644 |
||||||
|
|
|
|
1 7 . |
Finance income/(costs), net |
Year ended December 31, |
||||||||
2020 |
2021 |
|||||||
RMB’000 |
RMB’000 |
|||||||
Interest income from bank deposits |
283 | 118 | ||||||
Interest expense from lease liabilities |
(189 | ) | (748 | ) | ||||
Bank charges |
(5 | ) | (10 | ) | ||||
|
|
|
|
|||||
Finance income/(costs), net |
89 |
(640 |
) | |||||
|
|
|
|
18. |
Taxation |
18. |
Taxation (Continued) |
Year ended December 31, |
||||||||
2020 |
2021 |
|||||||
RMB’000 |
RMB’000 |
|||||||
Current income tax |
51 | 726 | ||||||
Deferred income tax |
(9 | ) | (328 | ) | ||||
Total income tax expense |
42 | 398 | ||||||
Year ended December 31, |
||||||||
2020 |
2021 |
|||||||
RMB’000 |
RMB’000 |
|||||||
Loss before income tax |
(82,140 | ) | (251,912 | ) | ||||
Tax calculated at statutory income tax rate of 25% in mainland China |
(20,535 | ) | (62,978 | ) | ||||
Tax effects of: |
||||||||
— Expenses not deductible for income tax purposes |
469 | 1,069 | ||||||
— Tax losses for which no deferred tax assets were recognized |
20,108 | 64,141 | ||||||
— Utilization of previously unrecognized tax losses |
— | (1,834 | ) | |||||
42 | 398 | |||||||
18. |
Taxation (Continued) |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB’000 |
RMB’000 |
|||||||
The deferred tax assets comprise temporary differences attributable to: |
||||||||
Credit loss allowances on financial asset |
9 | 337 | ||||||
Total deferred tax assets |
9 |
337 |
||||||
As of December 31, | ||||||||
2020 |
2021 |
|||||||
RMB’000 |
RMB’000 |
|||||||
Deferred tax assets: |
||||||||
to be recovered after more than 12 months |
9 |
337 |
||||||
9 |
337 |
|||||||
Prepayment, other receivables and other assets |
Total |
|||||||
RMB’000 |
RMB’000 |
|||||||
At January 1, 2020 |
— |
— |
||||||
Credited to income statement |
9 |
9 |
||||||
At December 31, 2020 and January 1, 2021 |
9 |
9 |
||||||
Credited to income statement |
328 |
328 |
||||||
At December 31, 2021 |
337 |
337 |
||||||
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB’000 |
RMB’000 |
|||||||
2023 |
34 | 34 | ||||||
2024 |
27,025 | 22,854 | ||||||
2025 |
61,781 | 58,165 | ||||||
2026 |
— | 256,618 | ||||||
Total unrecorded tax losses carry forwards |
88,840 |
337,671 |
||||||
1 9 . |
Loss per share |
19. |
Loss per share (Continued) |
Year ended December 31, |
||||||||
2020 |
2021 |
|||||||
Net loss attributable to equity holders of the Company (RMB’000) |
82,182 | 252,310 | ||||||
Weighted average number of ordinary shares in issue |
1,470 | 5,000 | ||||||
Basic loss per share (RMB per share) |
55,906 | 50,462 | ||||||
20. |
Cash flow information |
Year ended December 31, | ||||||||
2020 |
2021 |
|||||||
RMB’000 |
RMB’000 |
|||||||
N et Loss before income tax |
(82,140 |
) |
(251,912 |
) | ||||
Adjustments for: |
||||||||
Depreciation of property, plant and equipment (Note 16) |
— |
58 |
||||||
Depreciation of right-of-use assets (Note 16) |
3,540 |
6,697 |
||||||
Credit loss allowances on financial asset (Note 15) |
56 |
1,416 |
||||||
Interest income (Note 17) |
(283 |
) |
(118 |
) | ||||
Interest expense (Note 17) |
189 |
748 |
||||||
Increase in trade receivables |
— |
(740 |
) | |||||
Increase in prepayments, other receivables and other assets |
(11,666 |
) |
(74,221 |
) | ||||
Increase in trade and other payables |
27,007 |
67,919 |
||||||
|
|
|
|
|||||
Cash used in operations |
(63,297 |
) |
(250,153 |
) | ||||
|
|
|
|
21. |
Commitments |
Year ended December 31, |
||||||||
2020 |
2021 |
|||||||
RMB’000 |
RMB’000 |
|||||||
Within one year |
— | 7,491 | ||||||
|
|
|
|
|||||
Total |
— |
7,491 | ||||||
|
|
|
|
22 . |
Contingencies |
2 3 . |
Related party transactions |
23. |
Related party transactions (Continued) |
(a) |
Key management personal compensation |
Year ended December 31, |
||||||||
2020 |
2021 |
|||||||
RMB’000 |
RMB’000 |
|||||||
Short-term employee benefits |
1,022 | 2,692 | ||||||
|
|
|
|
|||||
1,022 |
2,692 |
|||||||
|
|
|
|
2 4 . |
Event occurring after the reporting period |
(a) |
Option arrangement |
(b) |
Raise funding through convertible redeemable preference shares |
(c) |
Plan of Merger |
(d) |
Data Striping |
(i) |
Shareholders of NaaS are expected to own approximately 93% of the fully-diluted ordinary shares of the combined company immediately following the closing of the transaction contemplated by the Merger Agreement (the “Transaction”); |
(ii) |
the largest individual shareholder of the combined entity is an existing shareholder of NaaS; |
(iii) |
directors appointed by NaaS will hold a majority of board seats of the combined company; and |
(iv) |
NaaS’ senior management will be the senior management of the combined company following consummation of the Mergers (as defined below). |
Company |
NaaS |
Pro Forma Adjustments |
Note 2 |
Pro Forma Combined |
||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||||||
ASSETS |
||||||||||||||||||||
CURRENT ASSETS |
||||||||||||||||||||
Cash and cash equivalents |
16,027 |
8,726 |
556,356 |
(a |
) |
581,109 |
||||||||||||||
Trade receivables |
— |
740 |
— |
740 |
||||||||||||||||
Prepayments, other receivables and other assets |
14,451 |
117,498 |
— |
131,949 |
||||||||||||||||
Amounts due from related parties |
177 |
— |
— |
177 |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total current assets |
30,655 |
126,964 |
556,356 |
713,975 |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Non-current assets |
||||||||||||||||||||
Right-of-use |
— |
20,554 |
— |
20,554 |
||||||||||||||||
Financial asset at fair value through profit or loss |
— |
5,000 |
— |
5,000 |
||||||||||||||||
Property, plant and equipment |
— |
548 |
— |
548 |
||||||||||||||||
Deferred tax assets |
— |
337 |
— |
337 |
||||||||||||||||
Total non-current assets |
— |
26,439 |
— |
26,439 |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total assets |
30,655 |
153,403 |
556,356 |
740,414 |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
LIABILITIES AND EQUITY |
||||||||||||||||||||
Current liabilities |
||||||||||||||||||||
Current lease liabilities |
— |
8,061 |
— |
8,061 |
||||||||||||||||
Trade payables |
— |
437 |
— |
437 |
||||||||||||||||
Other payables and accruals |
8,625 |
107,440 |
8,624 |
(a |
) |
124,689 |
||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total current liabilities |
8,625 |
115,938 |
8,624 |
133,187 |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Non-current liabilities |
||||||||||||||||||||
Non-current lease liabilities |
— |
12,396 |
— |
12,396 |
||||||||||||||||
Other non-current liabilities |
2,838 |
— |
— |
2,838 |
||||||||||||||||
Convertible loan from related parties |
108,334 |
— |
(108,334 |
) |
(b |
) |
— |
|||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total non-current liabilities |
111,172 |
12,396 |
(108,334 |
) |
15,234 |
|||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities |
119,797 |
128,334 |
(99,710 |
) |
148,421 |
|||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
EQUITY |
||||||||||||||||||||
Ordinary shares |
— |
— |
* |
136,475 |
(c |
) |
136,475 |
|||||||||||||
6,964 |
— |
(6,964 |
) |
(d |
) |
— |
||||||||||||||
Additional paid in capital |
274,036 |
415,601 |
547,732 |
(a |
) |
1,237,369 |
||||||||||||||
— |
— |
108,334 |
(b |
) |
108,334 |
|||||||||||||||
— |
— |
(136,475 |
) |
(c |
) |
(136,475 |
) | |||||||||||||
— |
— |
(363,178 |
) |
(d |
) |
(363,178 |
) | |||||||||||||
— |
— |
375,909 |
(e |
) |
375,909 |
|||||||||||||||
Accumulated losses |
(403,149 |
) |
(390,532 |
) |
403,149 |
(d |
) |
(390,532 |
) | |||||||||||
— |
— |
(375,909 |
) |
(e |
) |
(375,909 |
) | |||||||||||||
Accumulated other comprehensive income |
33,007 |
— |
(33,007 |
) |
(d |
) |
— |
|||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total equity |
(89,142 |
) |
25,069 |
656,066 |
591,993 |
|||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total equity and liabilities |
30,655 |
153,403 |
556,356 |
740,414 |
||||||||||||||||
|
|
|
|
|
|
|
|
* |
Representing amount less than RMB1,000. |
Company |
NaaS |
Pro Forma Adjustments |
Note 2 |
Pro Forma Combined |
||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||||||
Revenues, gross |
— |
160,916 |
— |
160,916 |
||||||||||||||||
Online EV Charging Solutions |
— |
153,246 |
— |
153,246 |
||||||||||||||||
Offline EV Charging Solutions |
— |
7,060 |
— |
7,060 |
||||||||||||||||
Non-Charging Solutions and Other Services |
— |
610 |
— |
610 |
||||||||||||||||
Incentive to end-users |
— |
(143,142 |
) |
— |
(143,142 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Revenues, net |
— |
17,774 |
— |
17,774 |
||||||||||||||||
Other losses, net |
— |
(1,402 |
) |
— |
(1,402 |
) | ||||||||||||||
Operating costs |
||||||||||||||||||||
Cost of revenues |
— |
(18,863 |
) |
— |
(18,863 |
) | ||||||||||||||
Selling and marketing expenses |
— |
(183,165 |
) |
— |
(183,165 |
) | ||||||||||||||
Administrative expenses |
(30,003 |
) |
(28,458 |
) |
— |
(58,461 |
) | |||||||||||||
Research and development expenses |
— |
(37,158 |
) |
— |
(37,158 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total operating costs |
(30,003 |
) |
(267,644 |
) |
— |
(297,647 |
) | |||||||||||||
Operating loss |
(30,003 |
) |
(251,272 |
) |
— |
(281,275 |
) | |||||||||||||
Finance income/(costs), net |
2 |
(640 |
) |
— |
(638 |
) | ||||||||||||||
Gain on troubled debt restructuring |
279,097 |
— |
— |
279,097 |
||||||||||||||||
Equity-settled listing cost |
— |
— |
(375,909 |
) |
(e |
) |
(375,909 |
) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss before income tax |
249,096 |
(251,912 |
) |
(375,909 |
) |
(378,725 |
) | |||||||||||||
Income tax expenses |
— |
(398 |
) |
— |
(398 |
) | ||||||||||||||
Net income/(loss) from continuing operations |
249,096 |
(252,310 |
) |
(375,909 |
) |
(379,123 |
) | |||||||||||||
Net loss from discontinued operations, net of tax |
(507,280 |
) |
— |
— |
(507,280 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss |
(258,184 |
) |
(252,310 |
) |
(375,909 |
) |
(886,403 |
) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss attributable to parent company |
(248,487 |
) |
(252,310 |
) |
(375,909 |
) |
(876,706 |
) | ||||||||||||
Net loss attributable to non-controlling interests |
(9,697 |
) |
— |
— |
(9,697 |
) |
(a) |
Reflects an adjustment for the pro forma effect of fund raising by NaaS through the issuance of convertible redeemable preference shares, as if it had occurred on December 31, 2021. NaaS entered into share subscription agreements on January 14 and January 26, 2022, according to which NaaS issued 9,923,135 Series A convertible redeemable preference shares with an issuance price of US$8.8 per share, for a total cash consideration of US$87.3 million (RMB556.3 million). The issuance costs for Series A preferred shares were RMB8.6 million, which is reflected in other payables and accruals. |
(b) |
Reflects an adjustment for conversion of the convertible note previously issued by the Company to Bain Capital Rise Education IV Cayman Limited in the principal amount of $17 million at the conversion price that equals $0.70 per American Depositary Share, each representing two ordinary shares of the Company, par value $0.01 per share. |
(c) |
The unaudited pro forma condensed combined financial statements assume there will be (i) 494,048,037 Class A ordinary shares outstanding par value $0.01 per share, of which 167,071,258 shares will be owned by shareholders of the Company as consideration for the Merger, (ii) 248,888,073 Class B ordinary shares outstanding par value $0.01 per share, and (iii) 1,398,659,699 Class C ordinary shares outstanding par value $0.01 per share, upon completion of the Mergers and conversion of the Series A preferred shares. |
(d) |
Represents the elimination of the historical equity of the Company. |
(e) |
Reflects an adjustment for deemed consideration in respect of the reverse acquisition. The fair value of the deemed consideration for the transaction is RMB286.8 million, and the fair value of the net liabilities acquired is RMB89.1 million, the difference of them is RMB375.9 million, which was recognized as expenses in the statement of operations in the year ended December 31, 2021, representing the cost of the listing under IFRS 2. |
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