If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
PART I.
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not
applicable.
ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
Not
applicable.
ITEM 3.
KEY INFORMATION
A.
[Reserved]
B.
Capitalization and Indebtedness
Not
applicable.
C.
Reasons for the Offer and Use of Proceeds
Not
applicable.
D.
Risk Factors
Summary
of Risk Factors
Investing
in our ordinary shares involves significant risks. You should carefully consider all of the information in this annual report before
making an investment in our ordinary shares. Below please find a summary of the principal risks we face, organized under relevant headings.
These risks are discussed more fully in the section titled “Item 3. Key Information—D. Risk Factors” in this annual
report.
Risks
Related to Our Business and Industry
Risks
and uncertainties related to our cryptocurrency business and industry include, but are not limited to, the following:
|
● |
We
have recently launched our blockchain and cryptocurrency business and have a limited operating history. |
|
● |
As
the operating entities develop their blockchain and cryptocurrency business, our total revenue and cash flow will become materially
dependent on the market value of digital assets and the volume of digital assets received from their mining efforts. If such market
value or volume declines, our business, operating results and financial condition would be adversely affected. |
|
● |
The
cost of acquiring new mining machines has historically been capital intensive, and is likely to continue to be very capital intensive,
which may have a material and adverse effect on our business and results of operations. |
|
|
|
|
● |
The
price of new mining machines may be linked to the market price of bitcoin and other cryptocurrencies,
and our costs of obtaining new and replacement mining machines may increase along with the
market price of bitcoin and other cryptocurrencies, which may have a material and adverse
effect on our financial condition and results of operations. |
|
● |
Because
the only type of cryptocurrency we currently mine is bitcoin, our future success will depend in large part upon the value of bitcoin,
and any sustained decline in its value could adversely affect our business and results of operations. |
|
● |
To
the extent that the profit margins of bitcoin mining operations are not high, operators of bitcoin mining operations are more likely
to immediately sell bitcoin rewards earned by mining in the market, thereby constraining growth of the price of bitcoin, which could
adversely impact us. |
|
● |
We
are subject to risks associated with our need for significant electrical power. |
|
|
|
|
● |
The
cryptocurrencies stored by the operating entities may be subject to accidental or unauthorized loss or theft or otherwise may be
access restricted. |
Risks
Related to Bitcoin
Risks
and uncertainties related to bitcoin include, but are not limited to, the following:
|
● |
The
trading price of bitcoin, which may be subject to pricing risks, including volatility related risks, has historically been subject
to wide swings. A material decrease in the price of bitcoin could have a materially adverse effect on our business and results of
operations. |
|
|
|
|
● |
The
markets for bitcoin may be underregulated. As a result, the market price of bitcoin may be extremely volatile. Rapid decreases in
the price of bitcoin could have a materially adverse effect on our business and results of operations. |
|
|
|
|
● |
Banks
and financial institutions may not provide banking services, or may cut off services, to businesses that engage in cryptocurrency-related
activities. |
|
|
|
|
● |
We
have an evolving business model subject to various uncertainties. |
|
|
|
|
● |
It
may be illegal now, or in the future, to acquire, own, hold, sell or use bitcoin, or other cryptocurrencies, participate in blockchains
or utilize similar cryptocurrency assets in one or more countries, the ruling of which would adversely affect us. |
|
|
|
|
● |
The
development and acceptance of competing blockchain platforms or technologies may cause demand for bitcoin to decrease. |
Risks
Related to Governmental Regulation and Enforcement
|
● |
If
bitcoins are determined to be investment securities, and we hold a significant portion of our assets in bitcoins, investment securities
or non-controlling equity interests of other entities, we may inadvertently violate the Investment Company Act of 1940 (the “Investment
Company Act”). We could incur large losses to modify our operations to avoid the need to register as an investment company
or could incur significant expenses to register as an investment company or could terminate operations altogether. |
|
|
|
|
● |
We
may be required to register as an investment company under the Investment Company Act. In such event, we may be deemed as operating
as an unregistered investment company in violation of the Investment Company Act and required to register as an investment company
or to adjust our strategies. |
|
|
|
|
● |
We
cannot be certain as to how future regulatory developments will impact our business and any such additional regulatory requirements,
or changes in how existing requirements are interpreted and applied, may cause us to cease all or certain of our operations or change
our business model. |
|
● |
If
U.S. and/or foreign regulators and other government entities assert jurisdictions over cryptocurrencies and cryptocurrency markets,
we may be subject to additional regulations imposed by these regulators and government entities and may be required to alter our
business operations to gain compliance with these regulations, as a result of which we may experience increased compliance costs
and our business operations, financial position and results of operations may be materially and adversely affected. |
|
|
|
|
● |
If
regulatory changes or interpretations of our activities require us to register under the regulations promulgated by FinCEN under
the authority of the U.S. Bank Secrecy Act, or otherwise under state laws, we may incur significant compliance costs, which may have
a material negative effect on our business and the results of its operations. |
Risks
Related to Our Ordinary Shares and the Trading Market
|
● |
Our
share price has recently declined substantially, and our ordinary shares could be delisted from the Nasdaq or trading could be suspended. |
|
● |
We
may issue additional ordinary shares or other equity securities without your approval, which would dilute your ownership interests
and may depress the market price of our ordinary shares. |
|
● |
We
are not expected to pay dividends on our ordinary shares in the foreseeable future. |
|
● |
You
may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because
we were formed under Cayman Islands law. |
Risks
Related to Our Business and Industry
We
have recently launched our blockchain and cryptocurrency business and have a limited operating history.
Since
early 2022, we have started to transition the business focus to blockchain and cryptocurrency business through the operating entities.
Accordingly, we have a limited operating history, which makes an evaluation of our future prospects difficult. Our operating results
will likely fluctuate moving forward as we focus on increasing our capacity and as the market price of bitcoin fluctuates. We may need
to make business decisions that could adversely affect our operating results, such as modifications to our business structure, or operations.
Additionally, as we have limited experience in the blockchain and cryptocurrency business, our efforts in developing such business may
not succeed and we may not be able to generate sufficient revenue to cover our investment and become profitable. In the fiscal year ended
December 31, 2022, we generated revenue in the amount of $11.8 million from our cryptocurrency business, representing 20.4% of our total
revenue in this period, and generated net income of $1.0 million from our cryptocurrency business, representing 17.2% of our total net
income during this period. Nevertheless, we may not continue to generate substantial revenue or net income from our blockchain and cryptocurrency
business, if at all. If we do not effectively manage our growth, we may not be able to execute on our business plan, respond to competitive
pressures or take advantage of market opportunities and our business, financial condition, and results of operations could be materially
harmed.
As
the operating entities develop their blockchain and cryptocurrency business, our total revenue and cash flow will become materially dependent
on the market value of digital assets and the volume of digital assets received from our mining efforts. If such market value or volume
declines, our business, operating results and financial condition would be adversely affected.
As
we develop our blockchain and cryptocurrency business, the operating cash flow will be materially dependent on our ability to sell cryptocurrency for
fiat currency as needed. As such, any declines in the number of cryptocurrencies that we successfully mine, the price of such cryptocurrencies
or market liquidity for cryptocurrencies and digital assets generally would adversely affect our revenue and ability to fund the operations.
The
price of cryptocurrencies and digital assets and associated demand for buying, selling, and trading cryptocurrencies and digital assets
have historically been subject to significant volatility. For example, Bitcoin’s aggregate market value exceeded $1 trillion in
October 2021 compared to $250 billion in October 2020, and fell back to $326 billion in January 2023, based on Bitcoin prices quoted
on major exchanges. The price and trading volume of any digital asset is subject to significant uncertainty and volatility, depending
on a number of factors, including:
|
● |
market
conditions across the broader blockchain ecosystem; |
|
● |
trading
activities on digital asset platforms worldwide, many of which may be unregulated, and may include manipulative activities; |
|
● |
investment
and trading activities of highly active retail and institutional users, speculators, mining machines and investors; |
|
● |
the
speed and rate at which digital assets are able to gain worldwide adoption as a medium of exchange, utility, store of value, consumptive
asset, security instrument or other financial assets, if at all; |
|
● |
changes
in user and investor confidence in digital assets and digital asset platforms; |
|
● |
publicity
and events relating to the blockchain ecosystem, including public perception of the impact of the blockchain ecosystem on the environment; |
|
● |
unpredictable
social media coverage or “trending” of digital assets; |
|
● |
the
functionality and utility of digital assets and their associated ecosystems and networks, including digital assets designed for use
in various applications; |
|
● |
consumer
preferences and perceived value of digital assets; |
|
● |
increased
competition from other payment services or other digital assets that exhibit better speed, security, scalability or other characteristics; |
|
● |
the
correlation between the prices of digital assets, including the potential that a crash in one digital asset or widespread defaults
on one digital asset exchange or trading venue may cause a crash in the price of other digital assets, or a series of defaults by
counterparties on digital asset exchanges or trading venues; |
|
● |
regulatory
or legislative changes and updates affecting the blockchain ecosystem; |
|
● |
the
characterization of digital assets under the laws of various jurisdictions around the world; |
|
● |
the
maintenance, troubleshooting and development of the blockchain networks underlying digital assets, including by mining machines,
validators and developers worldwide; |
|
● |
the
ability for digital asset networks to attract and retain mining machines or validators to secure and confirm transactions accurately
and efficiently; |
|
● |
ongoing
technological viability and security of digital assets and their associated protocols, smart contracts, applications and networks,
including vulnerabilities against hacks and scalability; |
|
● |
fees
and speed associated with processing digital asset transactions, including on the underlying blockchain networks and on digital asset
platforms; |
|
● |
financial
strength of market participants; |
|
● |
interruptions
in service from, or failures of, major digital asset trading platforms; |
|
● |
availability
of an active derivatives market for various digital assets; |
|
● |
availability
of banking and payment services to support digital asset-related projects; |
|
● |
level
of interest rates and inflation; and |
|
● |
monetary
policies of governments, trade restrictions and fiat currency devaluations. |
There
is no assurance that any digital asset, including Bitcoin, will maintain its value or that there will be meaningful levels of trading
activities to support markets in any digital asset. A decline in the market value of digital assets or in the demand for trading digital
assets could lead to a corresponding decline in the value of our cryptocurrency assets, their returns on investments in mining
machines, and could adversely affect their business, operating results and financial condition.
Digital
assets may be subject to momentum pricing due to speculation regarding future appreciation or depreciation in value, leading to greater
volatility. Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing
public, accounts for future changes in value. It is possible that momentum pricing of digital assets has resulted, and may continue to
result, in speculation regarding future changes in the value of digital assets, making digital assets’ prices more volatile. As
a result, digital assets may be more likely to fluctuate in value due to changing investor confidence, which could impact future appreciation
or depreciation in digital asset prices. As a result, our business, operating results and financial condition could be adversely affected.
The
cost of acquiring new mining machines has historically been capital intensive, and is likely to continue to be very capital intensive,
which may have a material and adverse effect on our business and results of operations.
The
success and profitability of our mining operations conducted depends largely on the costs, including costs of mining machines and electricity,
associated with our mining activities. We can be profitable only if such costs are lower than the prices of the cryptocurrencies we mine
when we sell them. Our mining machines experience ordinary wear and tear from operation and may also face more significant malfunctions
caused by factors which may be beyond our control. Over time, we will replace those mining machines which are no longer functional with
new mining machines we manufacture. Additionally, as technology evolves, we are required to continue investing in research and development
to invent newer models of mining machines to remain competitive in the market.
All
of the mining machines deployed by us will degrade due to ordinary wear and tear from usage. Additionally, all of these machines will
eventually become obsolete, and may also be lost or damaged due to factors outside of our control. Once such event happens, these mining
machines will need to be repaired or replaced along with other equipment from time to time for us to stay competitive. This upgrading
process requires substantial capital investment, and we may face challenges in doing so on a timely and cost-effective basis based
on our ability to develop new mining machines with greater processing power and our access to adequate capital resources. If we are unable
to obtain adequate numbers of new and replacement mining machines at scale, we may be unable to remain competitive in our highly competitive
and evolving industry. If this happens, we may not be able to mine cryptocurrencies through our subsidiaries as efficiently or in similar
amounts as our competitors and, as a result, our business and financial results could suffer. This could, in turn, materially and adversely
affect the trading price of our securities and our investors could lose part or all of their investment.
The
price of new mining machines may be linked to the market price of bitcoin and other cryptocurrencies, and our costs of obtaining new
and replacement mining machines may increase along with the market price of bitcoin and other cryptocurrencies, which may have a material
and adverse effect on our financial condition and results of operations.
Our
financial condition and results of operations are dependent on our ability to sell the bitcoin the operating entities mine at a price
greater than our costs to produce that bitcoin. We incur significant up-front capital costs each time we acquire new mining machines,
and, if future prices of bitcoin are not sufficiently high, we may not realize the benefit of these capital expenditures. As the price
for new mining machines we buy increases, our cost to mine a single bitcoin also increases, therefore requiring a corresponding increase
in the price of bitcoin for us to maintain our results of operations, to the extent we sell the bitcoin shortly after mining it.
We
have observed significant fluctuations in market prices for bitcoin, to the extent that we are unable to reasonably predict future prices
for the bitcoin the operating entities mine. The market price of bitcoin could decrease during this time to the point at which it no
longer becomes profitable for the operating entities to use such equipment to mine bitcoin and, as a result, our business and financial
results could suffer. This could, in turn, materially and adversely affect the trading price of our securities and our investors could
lose part or all of their investment.
Reports
have been released that the prices of new mining machines are adjusted according to the price of bitcoin. As a result, the cost of new
machines can be unpredictable, and could also be significantly higher than our historical cost for new mining machines. As a result,
at times, the operating entities may obtain mining machines and other hardware from third parties at higher prices, to the extent they
are available. While we cannot know definitively if these two phenomena are linked, we have seen a measurable increase in the prices
for new mining machines offered by third party manufacturers during periods of increased market prices for bitcoin, and such prices may
continue to track the volatility in the market price of bitcoin.
The
global supply chain for mining machines is presently constrained due to unprecedented demand coupled with a global semiconductor (including
microchip) shortage, with a significant portion of available mining machines being acquired by companies with substantial resources.
Semiconductors are utilized in various devices and products and are a crucial component of manning machines. Supply chain constraints
coupled with increasing demand has led to increased pricing and limited availability for semiconductors. Prices for both new and older
models of mining machines have been on the rise and these supply constraints are expected to continue for the foreseeable future. China,
a major supplier of miners, has seen a production slowdown as a result of COVID-19. Should similar outbreaks or other disruptions to
the China-based global supply chain for mining hardware occur, the operating entities may not be able to obtain adequate replacement
parts for their existing mining machines or to obtain additional mining machines on a timely basis, if at all, or the operating entities
may only be able to acquire mining machines at premium prices. Such events could have a material adverse effect on our ability to pursue
our strategy, which could have a material adverse effect on our business and the value of our securities.
Because
the mining machines owned by the operating entities are designed specifically to mine bitcoin, our future success will depend in large
part upon the value of bitcoin, and any sustained decline in its value could adversely affect our business and results of operations.
Our
operating results will depend upon the value of bitcoin because it is the only cryptocurrency the operating entities currently mine.
Specifically, our revenues from our bitcoin mining operations are based upon two factors: (1) the number of bitcoin rewards the
operating entities successfully mine and (2) the value of bitcoin. In addition, our operating results are directly impacted by changes
in the value of bitcoin because under the value measurement model, both realized and unrealized changes will be reflected in our statement
of operations. This means that our operating results will be subject to changes based upon increases or decreases in the value of bitcoin.
The introduction of alternative cryptocurrencies, such as those backed by central banks known as Central Bank Digital Currencies, could
significantly reduce the demand for bitcoin. This would reduce both our ability to earn mining rewards and transaction fees, and would
also impair our ability to monetize the bitcoin we earn.
Our
reliance primarily on a limited assortment of miner models from a single manufacturer may subject our operations to increased risk of
failure.
The
performance and reliability of the operating entities’ mining machines and our technology is critical to our reputation and operations.
Because the operating entities currently use a limited assortment of mining machines in their fleet, if there are issues with those machines,
such as a design flaw in the ASIC chips they employ, our entire system could be affected. The operating entities currently use a few
different models of mining machines, but if there are issues with such machines, we may have to rely on a single model of mining machine.
Any system error or failure may significantly delay response times or even cause our system to fail. Any disruption in our ability to
continue mining could result in lower yields and harm our reputation and business. Any exploitable weakness, flaw, or error common to
the type of mining machines we use affects all such mining machines; therefore, if a defect or other flaw exists and is exploited, all
or a substantial portion of our mining operations could go offline simultaneously. Any interruption, delay or system failure could result
in financial losses, a decrease in the trading price of shares of our ordinary shares and damage to our reputation.
Because
the only type of cryptocurrency we currently mine is bitcoin, our future success will depend in large part upon the value of bitcoin,
and any sustained decline in its value could adversely affect our business and results of operations.
Our
operating results will depend in large part upon the value of bitcoin because it is the only cryptocurrency we currently mine. Specifically,
our revenues from our bitcoin mining operations are based upon two factors: (1) the number of bitcoin rewards we successfully mine
and (2) the value of bitcoin. In addition, our operating results are directly impacted by changes in the value of bitcoin. This
means that our operating results will be subject to swings based upon increases or decreases in the value of bitcoin. The introduction
of alternative cryptocurrencies, such as those backed by central banks known as Central Bank Digital Currencies, could significantly
reduce the demand for bitcoin. This would reduce both our ability to earn mining rewards and transaction fees, and would also impair
our ability to monetize the bitcoin we earn in accordance with our financial projections.
To
the extent that the profit margins of bitcoin mining operations are not high, operators of bitcoin mining operations are more likely
to immediately sell bitcoin rewards earned by mining in the market, thereby constraining growth of the price of bitcoin, which could
adversely impact us.
Over
the past few years, bitcoin mining operations have evolved from individual users mining with computer processors, graphics processing
units and first-generation ASIC servers. New processing power being added by incorporated and unincorporated “professionalized”
mining operations is gaining market share. Professionalized mining operations may use proprietary hardware or sophisticated ASIC machines
acquired from ASIC manufacturers. Acquiring this specialized hardware at scale requires the investment of significant up-front capital,
and mining operations incur significant expenses related to the operation of this hardware at scale, such as leasing operating space
(often in data centers or warehousing facilities), incurring electricity costs to run the mining machines and employing technicians to
operate mining farms. With the greater scale of professionalized mining operations (compared to individual mining operations) comes
pressure to maintain profit margins on the rapid sale of bitcoin, whereas individual mining operations in past years were more likely
to hold newly mined bitcoin for more extended periods. To the extent the price of bitcoin declines and such profit margin is constrained,
professionalized mining operations are incentivized to sell bitcoin earned from mining operations soon after mining. This rapid selling
of newly mined bitcoin greatly increases the volume of bitcoin that would otherwise be available for sale under normal market circumstances,
creating downward pressure on the market price of bitcoin rewards.
Profit
margin for a bitcoin mining operation is in essence the value of bitcoin mined by a professionalized mining operation minus the allocable
capital and operating costs to mine bitcoin. A professionalized mining operation may be more likely to rapidly sell a higher percentage
of its newly mined bitcoin if it is operating at a low profit margin and it may partially or completely cease operations if its profit
margin is negative. In a low profit margin environment, a higher percentage could be sold more rapidly, thereby potentially depressing
bitcoin prices. Lower bitcoin prices could result in further tightening of profit margins for professionalized mining operations, creating
a network effect that may further reduce the price of bitcoin until mining operations with higher operating costs become unprofitable.
Ultimately this effect could force professionalized mining operations to reduce mining power or temporarily cease mining operations.
The
operating entities’ mining operations, including the sites in which their mining machines are operated or that are currently under
construction, may experience damages, including damages that are not covered by insurance.
The
operating entities’ current mining operations and any future mining operations they establish will be subject to a variety of risks
relating to their physical condition and operation, including, but not limited to:
| ● | the
presence of construction or repair defects or other structural or building damage; |
| ● | any
noncompliance with or liabilities under applicable environmental, health or safety regulations
or requirements or building permit requirements; |
| ● | any
damage resulting from natural disasters, such as hurricanes, earthquakes, fires, floods and
windstorms; and |
| ● | claims
by employees and others for injuries sustained at our properties, including as a result of
exposure to high voltage operations, extreme temperature conditions in the operating entities’
mining farms, exposure to on-site contaminants and pollutants and dangers posed by the
liquid-cooling reservoirs located at their sites. |
For
example, the operating entities’ mining farms could be rendered temporarily or permanently inoperable as a result of a fire or
other natural disaster or by a terrorist or other attack on the mine. The security and other measures the operating entities take to
protect against these risks may not be sufficient. Additionally, the operating entities’ mining farms could be materially adversely
affected by a power outage or loss of access to the electrical grid or loss by the grid of cost-effective sources of electrical power
generating capacity. The operating entities do not currently maintain any insurance cover for their operations. In the event of a loss
at any of the mining farms in their network, the operating entities may not be able to remediate that loss in a timely manner or at all
and the operating entities may lose some or all of the future revenues anticipated to be derived from such mining farms.
The
operating entities do not maintain any insurance coverage for their cryptocurrency mining operations, and any potential material losses
could materially and adversely affect their business and results of operations.
The
operating entities do not maintain any insurance coverage for their cryptocurrency mining operations and, as such, they are subject to
liabilities that may incur in connection with the operation of their business. For instance, because of the high cost of new mining machines,
the operating entities may be required to expend additional capital resources to replace any mining machines they lose as a result of
casualty events.
Furthermore,
the bitcoin held by the operating entities is not insured by any government-sponsored investor protection program or otherwise. Therefore,
any loss of bitcoin held by the operating entities, either through an information security failure, a mistaken transaction or otherwise,
would not be reimbursed. This could adversely affect our operations and, consequently, an investment in our securities.
The
operating entities are subject to risks associated with their need for significant electrical power.
The
operating entities’ mining operations have historically required significant amounts of electrical power. As the operating entities
continue to expand their mining operations, we anticipate the operating entities’ demand for electrical power will continue to
grow. If the operating entities are unable to continue to obtain sufficient electrical power to operate their mining machines on a cost-effective basis,
we may not realize the anticipated benefits of our significant capital investments in new mining machines.
Additionally,
the operating entities’ mining operations could be materially adversely affected by prolonged power outages. Although the operating
entities’ mining machines may be powered by backup generators on a temporary basis, it would not be feasible or cost-effective
to run mining machines on back-up power generators for extended periods of time. The operating entities would likely need to
reduce or cease their operations in the event of an extended power outage or as a result of the unavailability or increased cost of electrical
power, which would materially and adversely affect our business and results of operations.
The
cryptocurrencies stored by the operating entities may be subject to accidental or unauthorized loss or theft or otherwise may be access
restricted.
There
is a risk that some or all of the operating entities’ cryptocurrencies could be lost or stolen. Cryptocurrencies are stored in
cryptocurrency sites commonly referred to as “wallets” by holders of cryptocurrencies which may be accessed to exchange a
holder’s cryptocurrencies. Access to the operating entities’ cryptocurrencies could also be restricted or otherwise compromised
by cybercrime (such as a denial of service attack) against a service at which we maintain a hosted hot wallet. A hot wallet refers to
any cryptocurrency wallet that is connected to the internet. Generally, hot wallets are easier to set up and access as compared to wallets
in cold storage, but they are also more susceptible to hackers and other technical vulnerabilities. Cold storage refers to any cryptocurrency
wallet that is not connected to the internet. Cold storage is generally more secure than hot storage, but is not ideal for quick or regular
transactions. Currently, we use hot wallet to store crypto assets.
Hackers
or malicious actors may launch attacks to steal, compromise or gain access to cryptocurrencies, such as by attacking the cryptocurrency
network source code, exchange mining machines, third-party platforms, cold and hot storage locations or software, or by other means.
Operating entities may be in control and possession of one of the more substantial holdings of cryptocurrency. As the operating entities
increase in size, they may become a more appealing target for hackers, malware, cyber-attacks or other security threats. Any of these
events may adversely affect the operating entities’ operations and, consequently, our investments and profitability. The loss or
destruction of a private key required to access one or more of the operating entities’ digital wallets may be irreversible and
they may be denied access for all time to our cryptocurrency holdings associated with that wallet. While the operating entities would
be able to set up a new wallet to hold cryptocurrencies mined in the future, such a loss in holdings could adversely affect their investments
and assets.
In
addition, as with any computer code generally, flaws in cryptocurrency codes may be exposed by malicious actors. Several errors and defects
have been found, including those that disabled some functionality for users and exposed users’ information. Exploitations of flaws
in the source code that allow malicious actors to take or create cryptocurrency have previously occurred. Despite the operating entities’
efforts and processes to prevent such defects and breaches, their devices, as well as their mining machines, computer systems and those
of third parties that the operating entities use in operations, are vulnerable to cyber security risks, including cyber-attacks such
as viruses and worms, phishing attacks, denial-of-service attacks, physical or electronic break-ins, employee theft or misuse and similar
disruptions from unauthorized tampering with the operating entities’ mining machines and computer systems or those of third parties
that our subsidiaries use in their operations. Such events could have a material adverse effect on our business, prospects or operations
and potentially the value of any cryptocurrencies the operating entities mine or otherwise acquire or hold for their own account now
or in the future.
Moreover,
the operating entities’ cryptocurrencies may be access restricted based on the inaccessibility or compromise of digital wallets.
Cryptocurrencies are controllable only by the possessor of both the unique public and private keys relating to the local or online digital
wallet in which they are held, which wallet’s public key or address is reflected in the network’s public blockchain. The
operating entities will publish the public key relating to digital wallets in use when the operating entities verify the receipt of transfers
and disseminate such information into the network, but the operating entities will need to safeguard the private keys relating to such
digital wallets. To the extent such private keys are lost, destroyed or otherwise compromised, the operating entities will be unable
to access their cryptocurrencies and such private keys may not be capable of being restored by any network. Any loss of private keys
relating to digital wallets used to store the operating entities’ cryptocurrencies could have a material adverse effect on the
ability of the operating entities to operate their business or to pursue our new strategy at all, which could have a material adverse
effect on our existing and prospective business, operations, or the value of any cryptocurrencies the operating entities mine or otherwise
acquire or hold.
We
evaluate custody risk and have established processes to manage wallets that are associated with the holdings of the operating entities’
cryptocurrencies. There can be no assurances that any processes the operating entities have adopted or will adopt in the future are or
will be secure or effective, and the operating entities would suffer significant and immediate adverse effects if they suffered a loss
of cryptocurrencies due to an adverse software or cybersecurity event.
We
periodically evaluate third-party custodial wallet alternatives, but there can be no assurance the operating entities will utilize such
services or any other new options may develop in the future, and if a custodial wallet is used there can be no assurance that such services
will be more secure than those presently employed by the operating entities. Human error and the constantly evolving state of cybercrime
and hacking techniques may render present security protocols and procedures ineffective in ways which we cannot predict.
We
may not be able to realize the benefits of forks, and forks in the bitcoin network may occur in the future which may affect our operations
and financial performance.
The
future development and growth of bitcoin is subject to a variety of factors that are difficult to predict and evaluate. Because bitcoin
is built on an open source protocol without a centralized governing authority, there is a possibility bitcoin develops in ways which
are not foreseeable. An example is modification of the bitcoin protocol by a sufficient number of users (known as a “hard fork”).
The
bitcoin protocol has been subject to “hard forks” that resulted in the creation of new networks, including Bitcoin Cash ABC,
Bitcoin Cash SV, Bitcoin Diamond, Bitcoin Gold and others. Some of these hard forks have caused fragmentation among trading platforms
as to the correct naming convention for the forked cryptocurrencies. Due to the lack of a central registry or rulemaking body, no single
entity has the ability to dictate the nomenclature of forked cryptocurrencies, causing disagreements and a lack of uniformity among platforms
on the nomenclature of forked cryptocurrencies, which results in further confusion to individuals as to the nature of assets they hold
on digital asset trading platforms. In addition, several of these hard forks were contentious and as a result, participants in certain
digital asset user and developer communities may harbor ill will toward other communities. As a result, certain community members may
take actions that adversely impact the use, adoption, and price of bitcoin or any of its forked alternatives.
Furthermore,
hard forks can lead to new security concerns. For instance, when the Bitcoin Cash and Bitcoin Cash SV network split in November 2018,
“replay” attacks, in which transactions from one network were rebroadcast on the other network to achieve “double-spending,”
plagued platforms that traded bitcoin, resulting in significant losses to some digital asset trading platforms. Another possible result
of a hard fork is an inherent decrease in the level of security due to the splitting of some mining power across networks, making it
easier for a malicious actor to exceed 50% of the mining power of that network, thereby making digital asset networks that rely on proof-of-work more
susceptible to attack in the wake of a fork.
Historically,
speculation over a new “hard fork” in the bitcoin protocol has resulted in bitcoin price volatility and future hard forks
may occur at any time. A hard fork can lead to a disruption of networks and our information technology systems could be affected by cybersecurity
attacks, replay attacks, or security weaknesses, any of which can further lead to temporary or even permanent loss of assets. Such disruption
and loss could cause us to be exposed to liability, even in circumstances where we do not intend to support an asset compromised by a
hard fork. Additionally, a hard fork may result in a scenario where users running the previous protocol will not recognize blocks created
by those running the new protocol, and vice versa. This may render our bitcoin mining hardware incompatible with the new bitcoin protocol.
Such changes may have a material effect on our operations, financial position and financial performance.
The
reward for adding new blocks to the bitcoin blockchain is subject to halving, and the value of bitcoin may not adjust to compensate us
for the reduction in the rewards we receive from our mining efforts.
Halving
is a process incorporated into many proof-of-work consensus algorithms that reduces the bitcoin reward paid to those who mine bitcoin
over time according to a pre-determined schedule. This reduction in reward spreads out the release of bitcoin over a long period
of time resulting in an ever-smaller number of bitcoin being mined, reducing the risk of coin-based inflation. At a predetermined
block, the mining reward is cut in half, hence the term “halving.” For bitcoin, the reward was initially set at 50 bitcoin
currency rewards per block and this was cut in half to 25 on November 28, 2012 at block 210,000, then again to 12.5 on July 9,
2016 at block 420,000. The most recent halving for bitcoin happened on May 11, 2020 at block 630,000 and the reward reduced to 6.25.
According to bitcoin.org, the next halving is projected to occur in 2024. This process will reoccur until the total amount of bitcoin
currency rewards issued reaches 21 million bitcoin, which is expected around 2140. While bitcoin price has had a history of price
fluctuations around the halving of its rewards, there is no guarantee that the price change will be favorable or would compensate for
the reduction in mining reward. If a corresponding and proportionate increase in the trading price of bitcoin or a proportionate decrease
in mining difficulty does not follow these anticipated halving events, the revenue we earn from our bitcoin mining operations could see
a corresponding decrease, which could have a material adverse effect on our business and operations.
Increased
labor costs and the unavailability of skilled workers could hurt our business, financial condition and results of operations.
The
operating entities are dependent upon a pool of available skilled employees to operate and maintain their business. The operating entities
compete with other cryptocurrency mining businesses and other similar employers to attract and retain qualified personnel with the
technical skills and experience required to provide the highest quality service. The demand for skilled workers is high and the supply
is limited, and a shortage in the labor pool of skilled workers or other general inflationary pressures or changes in applicable laws
and regulations could make it more difficult for the operating entities to attract and retain personnel and could require the operating
entities to enhance their wage and benefits packages, which could increase our operating costs.
Interruptions
to our power supply and internet access could disrupt our operations or have an adverse effect on the price of bitcoin, which could adversely
affect our business and results of operations.
Our
bitcoin mining operations require a significant amount of electrical power and access to high-speed internet to be successful. If
we are unable to secure sufficient electrical power, or if we lose internet access for a prolonged period, we may be required to
reduce our operations or cease them altogether. More broadly, a disruption of the internet may affect the use of bitcoin and subsequently
the value of our securities. Generally, bitcoin and our business are dependent upon the internet. A significant disruption in internet
connectivity could disrupt the bitcoin network’s operations until the disruption is resolved, which could have a material adverse
effect on the price of bitcoin and our ability to mine bitcoin. If any of these events occur, our business and results of operations
may suffer, and our investors may be materially and adversely affected.
We
may become subject to intellectual property disputes, which are costly and may subject us to significant liability and increased costs
of doing business.
In
recent years, there has been considerable patent, copyright, trademark, domain name, trade secret and other intellectual property development
activity in the crypto economy, as well as litigation, based on allegations of infringement or other violations of intellectual property,
including by large financial institutions. Furthermore, individuals and groups can purchase patents and other intellectual property assets
for the purpose of making claims of infringement to extract settlements from companies like ours. We cannot guarantee that our self-developed
technologies and content do not or will not infringe the intellectual property rights of others. From time to time, our competitors or
other third parties may claim that we are infringing upon or misappropriating their intellectual property rights, and we may be found
to be infringing upon such rights. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted
against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from using certain technologies, force
us to implement expensive work-arounds, or impose other unfavorable terms. We expect that the occurrence of infringement claims is likely
to grow as the crypto assets market grows and matures. Accordingly, our exposure to damages resulting from infringement claims could
increase and this could further exhaust our financial and management resources. Further, during the course of any litigation, we may
make announcements regarding the results of hearings and motions, and other interim developments. If securities analysts and investors
regard these announcements as negative, the market price of our securities may decline. Even if intellectual property claims do not result
in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources
of our management and require significant expenditures. Any of the foregoing could prevent us from competing effectively and could have
an adverse effect on our business, operating results, and financial condition.
We
may be subject to risks in connection with acquisitions.
We
may, in the future, pursue asset acquisitions or acquisitions of businesses in the cryptocurrency industry. The process of upgrading
acquired assets to our specifications and integrating acquired assets or businesses may involve unforeseen costs and delays or other
operational, technical and financial difficulties and may require a significant amount time and resources. Our failure to incorporate
acquired assets or businesses into our existing operations successfully or to minimize any unforeseen operational difficulties could
have a material adverse effect on our financial condition and results of operations. Such events could also mean an acquisition that
we expected to be accretive is not accretive and, in extreme cases, the asset is idle.
The
continuing efforts of the operating entities’ senior management team and other key personnel are important to the operating entities’
success, and the operating entities’ business may be harmed if they lose these people’s services.
The
operating entities have limited operating history in the cryptocurrency industry, and our success and future growth will to a significant
degree depend on the skills and services of our management, including our Chief Executive Officer and Acting Chief Financial Officer.
We will need to continue to grow our management to alleviate pressure on our existing team and to set up and develop our business. If
our management, including any new hires that we may make, fails to work together effectively and to execute our plans and strategies
on a timely basis, our business could be significantly harmed. Furthermore, if we fail to execute an effective contingency or succession
plan with the loss of any member of management, the loss of such management personnel may significantly disrupt our business.
Furthermore,
the loss of key members of our management could inhibit our growth prospects. Our future success depends, in large part, on our ability
to attract, retain and motivate key management and operating personnel. As we continue to develop and expand our operations, we
may require personnel with different skills and experiences, who have a sound understanding of our business. As bitcoin mining is
a developing field, the market for highly qualified personnel in this industry is particularly competitive and we may be unable
to attract such personnel. If we are unable to attract such personnel, it could have a material adverse effect on our business,
prospects, financial condition, and operating results.
Any natural catastrophes, severe weather conditions, health epidemics, including COVID-19, and other extraordinary events could severely
disrupt the operating entities’ business operations.
The
occurrence of natural catastrophes such as earthquakes, floods, typhoons, tsunamis or any acts of terrorism may result in significant
property damages as well as loss of revenue due to disruptions in the operating entities’ business operations. As the operating
entities store books and course materials at their premises, there is a risk that these products and premises may be damaged or destroyed
by fire and other natural calamities. Any disruption of electricity supply or any outbreaks of fire or similar calamities at the operating
entities’ premises may result in the breakdown of their facilities and the disruption to their business. Health epidemics such
as outbreaks of avian influenza, severe acute respiratory syndrome (SARS), COVID-19, swine flu (H1N1) or the Influenza A virus, and severe
weather conditions such as snowstorm and hazardous air pollution, as well as the government measures adopted in response to these events,
could significantly impact the operating entities’ operations.
The
COVID-19 pandemic had a material adverse impact on the operating entities’ and the former VIEs’ business operations for the
fiscal year ended December 31, 2022. In order to mitigate the impact of the COVID-19 pandemic on our business, the former VIEs significantly
reduced the number of offline learning centers in order to improve the utilization of their resources and prepare for the strategic transformation
of their business. As a result of this strategic move, the number of offline learning centers decreased from 34 as of December 31, 2021
to 17 as of November 22, 2022. As of November 22, 2022, the Company announced the unwinding of its VIE structure and the disposal of
the ELT-related business in China, which has been generating loss for a long time, in an attempt to lighten the burden and better focus
on the operating entities’ main business in the crypto asset market. In 2022, the COVID-19 pandemic did not have a material adverse
impact on our cryptocurrency business.
The
extent to which COVID-19 impacts the operating entities’ financial position, results of operations and cash flows in 2023 and beyond
will depend on future developments of the pandemic. In addition, the operating entities’ financial position, results of operations
and cash flows could be adversely affected to the extent that the COVID-19 pandemic negatively impacts the Chinese economy in general.
We cannot assure you that the COVID-19 pandemic can be eliminated or contained in the near future, or at all, or a similar outbreak will
not occur again. If similar outbreak occurs, the operating entities may be forced to close learning centers or offices again while they
remain obligated to pay rent and other expenses for these facilities, have quarantine policies in place for students, teachers, or employees
and the disinfection of the affected properties along with the temporary suspension of operations, or cancel or defer student enrollment
to avoid the spread or recurrence of contagion.
The
operating entities’ results of operations may continue to be adversely affected to the extent that the COVID-19 pandemic continues
to affect the global economy in general. In addition, the longer-term trajectory of COVID-19, both in terms of scope and intensity of
the pandemic, together with its impact on the industry and the broader economy are still difficult to assess or predict and face significant
uncertainties that will be difficult to quantify. If the situation materially deteriorates, the operating entities’ business operations
and financial performance may be materially and adversely affected.
If
we fail to implement and maintain an effective system of internal controls, we may be unable to accurately or timely report the results
of operations or prevent fraud, and investor confidence and the market price of our securities may be materially and adversely affected.
Our
independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. In the course
of auditing our consolidated financial statements for the fiscal year ended December 31, 2022, our independent registered public accounting
firm identified two material weaknesses and other control deficiencies in our internal control over financial reporting.
The
material weaknesses identified relate to (i) our lack of a sufficient number of finance and accounting personnel or sufficiently
trained finance and accounting personnel, as well as comprehensive accounting policies in accordance with U.S. GAAP financial reporting;
and (ii) our internal control policy does not have a proper approval mechanism, and our lack of internal controls on performing
periodic reviews of user accounts and their level of authorization in the financial systems. We plan to implement a number of measures
to remedy these material weaknesses. To remedy the identified material weakness and the other control deficiencies, we have implemented
and will continue to implement initiatives to improve our internal control over financial reporting to address the material weaknesses
that have been identified, including: (i) obtain additional resources, including experienced staff with U.S. GAAP and SEC reporting
knowledge, to strengthen the financial reporting function and to set up financial and system control framework; (ii) conducting
regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting
personnel, including sending our financial staff to attend external U.S. GAAP training courses; and (iii) optimizing our financial
systems by establishing a proper approval mechanism and performing periodic reviews of users accounts and their level of authorization.
We cannot assure you, however, that these measures may fully address these material weaknesses and other deficiencies in our internal
control over financial reporting or that we may conclude that they have been fully remedied.
If
we fail to establish and maintain adequate internal controls, we could suffer material misstatements in our financial statements and
fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information.
This could limit our access to capital markets, adversely affect our results of operations and lead to a decline in the trading price
of our securities. Additionally, ineffective internal controls could expose us to an increased risk of fraud or misuse of corporate assets
and subject us to potential delisting from the stock exchange on which we list or to other regulatory investigations and civil or criminal
sanctions.
As
a public company, we will be subject to Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley Act. Since we qualify as an “emerging growth
company” pursuant to the JOBS Act with less than US$1.235 billion in revenue for our last fiscal year. An emerging growth
company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies.
These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of
2002, or Section 404, in the assessment of the emerging growth company’s internal control over financial reporting. Moreover, even
if management concludes that our internal control over financial reporting is effective, our independent registered public accounting
firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls
or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently
from us.
During
the course of documenting and testing our internal control procedures, we may identify other weaknesses and deficiencies in its internal
control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting,
as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we
have effective internal control over financial reporting in accordance with Section 404. Generally speaking, if we fail to achieve
and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to
meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could
in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our securities.
Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate
assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal
sanctions.
Risks
Related to Bitcoin
The
trading price of bitcoin, which may be subject to pricing risks, including volatility related risks, has historically been subject to
wide swings. A material decrease in the price of bitcoin could have a materially adverse effect on our business and results of operations.
The
price of bitcoin is highly speculative and is not based on the performance of an underlying business. Furthermore, the price of bitcoin
could be subjected to additional influence from fraudulent or illegitimate actors, real or perceived scarcity, and political, economic,
regulatory, tax or other conditions. Changes in the legislative or regulatory environment, or actions by governments or regulators that
impact the cryptocurrency industry generally, could also affect the price of bitcoin. These factors may inhibit consumer trust in and
market acceptance of bitcoin as a means of exchange, which could have a material adverse effect on our business, prospects, or operations
and potentially the value of any bitcoin the operating entities mine. The speculative nature of the price of bitcoin and past dramatic
volatility in pricing may create risks for the volatile trading price of bitcoin.
In
2022, the trading price of bitcoin appreciated significantly, from a low of approximately $15,700 per bitcoin to a high of approximately
$47,500 per bitcoin. Because our revenue depends, in part, on the ability of the operating entities to sell the bitcoin mined, volatility
in the market price of bitcoin, particularly for an extended period of time, has a material adverse effect on our business, prospects,
or operations. Additionally, we have observed how the trading price for ordinary shares of companies in the cryptocurrency market respond
to the cryptocurrency market. We cannot give any assurances that similar fluctuations in the trading price of bitcoin will not occur
in the future. Accordingly, because the trading price of our securities may be correlated to the trading price of bitcoin, if the trading
price of bitcoin again experiences a significant decline, we could experience a similar decline in the trading price for our ordinary
shares. If this occurs, you may not be able to sell ordinary shares which you purchased at or above the price you paid for them and you
may lose part or all of your investment.
The
markets for bitcoin may be underregulated. As a result, the market price of bitcoin may be extremely volatile. Rapid decreases in the
price of bitcoin could have a materially adverse effect on our business and results of operations.
Cryptocurrencies,
such as bitcoin, that are represented and trade on a ledger-based platform may not necessarily benefit from viable trading markets.
Stock exchanges have rules and regulations regarding marketplace conduct, and monitor investors transacting on such platform for fraud
and other improprieties.
These
conditions may not necessarily be replicated on a bitcoin trading platform, depending on the platform’s controls and other policies,
and there are no controls regarding transactions that take place outside of organized exchanges. Although some cryptocurrency trading
platforms are subject to regulation and monitor for illegal activity, because the bitcoin market itself is unregulated there are few
means to prevent manipulation of prices for the overall market. These factors may decrease liquidity or volume or may otherwise increase
volatility of bitcoin, which will have a material adverse effect on our ability to monetize the bitcoin mined.
Banks
and financial institutions may not provide banking services, or may cut off services, to businesses that engage in cryptocurrency-related
activities.
A
number of companies that engage in Bitcoin and/or other cryptocurrency-related activities have been unable to find banks or financial
institutions that are willing to provide them with bank accounts and other services. Similarly, a number of companies and individuals
or businesses associated with cryptocurrencies may have had and may continue to have their existing bank accounts closed or services
discontinued with financial institutions in response to government action, particularly in China, where regulatory response to cryptocurrencies
has been to initially exclude their use for ordinary consumer transactions within China and later to deem all cryptocurrency-related
transactions illegal in September 2021.
The
public perception of cryptocurrencies could be damaged if banks or financial institutions were to close the accounts of businesses engaging
in Bitcoin and/or other cryptocurrency-related activities. This could occur as a result of compliance risk, cost, government regulation
or public pressure. The risk applies to securities firms, clearance and settlement firms, national stock and derivatives on commodities
exchanges, the over-the-counter market, and the Depository Trust Company (“DTC”), which, if any of such entities adopts or
implements similar policies, rules or regulations, could negatively affect our relationships with financial institutions and impede our
ability to convert cryptocurrencies to fiat currencies. Such factors could have a material adverse effect on our ability to continue
as a going concern or to monetize our mining efforts, which could have a material adverse effect on our business, prospects or operations
and harm investors.
We
have an evolving business model subject to various uncertainties.
As
cryptocurrency assets and blockchain technologies become more widely available, we expect the services and products associated with them
to evolve. To stay current with the industry, our business model may need to evolve as well. From time to time, we may modify aspects
of our business model relating to our strategy. We cannot offer any assurance that these or any other modifications will be successful
or will not result in harm to our business. We may not be able to manage growth effectively, which could damage our reputation and negatively
affect our operating results. Further, we cannot provide any assurance that we will successfully identify all emerging trends and growth
opportunities in this business sector. Such circumstances could have a material adverse effect on our business, prospects or operations.
The
impact of geopolitical and economic events on the supply and demand for bitcoin and other cryptocurrencies is uncertain.
Geopolitical
crises may motivate large-scale purchases of bitcoin and other cryptocurrencies, which could rapidly increase the price of bitcoin and
other cryptocurrencies. This may increase the likelihood of a subsequent price decrease as crisis-driven purchasing behavior dissipates,
adversely affecting the value of our inventory, if any, following such downward adjustment. Such risks are similar to the risks of purchasing
other commodities in uncertain times, such as the risk of purchasing, holding or selling gold. Alternatively, as an emerging asset class
with limited acceptance as a payment system or commodity, global crises and general economic downturn may discourage investment in bitcoin
as investors focus their investment on less volatile asset classes as a means of hedging their investment risk.
Cryptocurrencies,
which are relatively new, are subject to supply and demand forces. How such supply and demand will be impacted by geopolitical events
is largely uncertain but could be harmful to us and investors in our ordinary shares. Political or economic crises may motivate large-scale
acquisitions or sales of cryptocurrencies either globally or locally. Such events could have a material adverse effect on our ability
to continue as a going concern or to pursue our strategy at all, which could have a material adverse effect on our business, prospects
or operations and potentially the value of any bitcoin mined.
Acceptance
and/or widespread use of cryptocurrency is uncertain.
There
are increasing public reports of businesses, insurance companies and local governments, among other organizations, either holding or
planning to utilize cryptocurrencies, specifically bitcoin, as a store of value or as a medium of exchange and payment method. Other
companies, typically through partnerships with digital currency processors, have also begun to increase the adoption of cryptocurrencies
in the retail and commercial marketplace. Despite these public reports, there is still a relatively limited use of any cryptocurrency
in the retail and commercial marketplace, thus contributing to price volatility that could adversely affect an investment in our securities.
Banks and other established financial institutions may refuse to process funds for cryptocurrency transactions, process wire transfers
to or from cryptocurrency exchanges, cryptocurrency-related companies or service providers, or maintain accounts for persons
or entities transacting in cryptocurrency. Conversely, a significant portion of cryptocurrency demand is generated by investors seeking
a long-term store of value or speculators seeking to profit from the short- or long-term holding of the asset. Price volatility,
slow processing speeds, and high transaction costs undermine bitcoin’s role as a medium of exchange, as retailers are less likely
to accept it as a direct form of payment. Market capitalization for bitcoin as a medium of exchange and payment method may always be
low.
The
relative lack of acceptance of cryptocurrencies in the retail and commercial marketplace, or a reduction of such use, limits the ability
of end users to use them to pay for goods and services. Such lack of acceptance or decline in acceptance could have a material adverse
effect on our ability to continue as a going concern or to pursue our new strategy at all, which could have a material adverse effect
on our business, prospects or operations and potentially the value of bitcoin mined.
Transaction
fees may decrease demand for bitcoin and prevent expansion.
A
miner that successfully adds a block to the bitcoin blockchain is remunerated with newly mined bitcoins (known as the “block reward”)
and may potentially also receive transaction fees. Bitcoin miners will be able to continue earning block rewards through this process
until 21 million bitcoins have been mined, which reflects the total fixed supply limit of bitcoin. The bitcoin network’s design
regulates supply by only allowing a fixed number of bitcoin to be mined each year and halving the number of block rewards paid to miners
after approximately four years. As a result of the bitcoin network’s limitations on mining, it is estimated that the final bitcoin
will be minted in 2140, at which time miners will be incentivized to maintain the network solely based on transaction fees. It is currently
estimated that approximately 20 million bitcoin will have been mined by the year 2030.
Transaction
fees are not pre-determined by the bitcoin protocol and vary based on market factors, such as user demand and the capacity of the network.
Decreased transaction fees would have an adverse effect on our financial performance. However, if transaction fees paid for bitcoin transactions
become too high, users may be motivated to move away from the bitcoin network entirely. Either the requirement from miners of higher
transaction fees in exchange for recording transactions in a blockchain or a software upgrade that automatically charges fees for all
transactions may decrease demand for bitcoin and prevent the expansion of the bitcoin network to retail merchants and commercial businesses,
either of which could result in a reduction in the price of bitcoin that could adversely impact an investment in our securities. Decreased
use and demand for bitcoin may adversely affect its value and result in a reduction in the price of bitcoin and the value of our securities.
It
may be illegal now, or in the future, to acquire, own, hold, sell or use bitcoin, or other cryptocurrencies, participate in blockchains
or utilize similar cryptocurrency assets in one or more countries, the ruling of which would adversely affect us.
Several
countries have taken and may continue taking regulatory actions that could severely restrict the right to acquire, own, hold, sell or
use cryptocurrency assets or to exchange them for fiat currency. For example, in China and Russia, it is illegal to accept payment in
bitcoin and other cryptocurrencies for consumer transactions and banking institutions are barred from accepting deposits of cryptocurrencies.
Additional countries, including the United States, could take similar measures to ban or limit the holding of certain cryptocurrencies
such as bitcoin. Such circumstances could have a material adverse effect on our business, prospects or operations and potentially the
value of any bitcoin or other cryptocurrencies we mine or otherwise acquire or hold for our own account, and thus harm investors. We
do not intend to mine other cryptocurrencies as part of our business model at this time.
Our
operations, investment strategies and profitability may be adversely affected by competition from other methods of investing in cryptocurrencies.
We
compete with other users and/or companies that are mining cryptocurrencies and other potential financial vehicles, including securities
backed by or linked to cryptocurrencies through entities similar to us. Market and financial conditions, and other conditions beyond
our control, may make it more attractive to invest in other financial vehicles, or to invest in bitcoin or other cryptocurrencies directly,
which could limit the market for our shares and reduce their liquidity. The emergence of other financial vehicles and exchange-traded funds
have been scrutinized by regulators and such scrutiny and the negative impressions or conclusions resulting from such scrutiny could
be applicable to us and impact our ability to successfully pursue our strategy or operate at all, or to establish or maintain a public
market for our securities. Such circumstances could have a material adverse effect on our business, prospects or operations and potentially
the value of any bitcoin we mine, and thus harm investors.
The
development and acceptance of competing blockchain platforms or technologies may cause demand for bitcoin to decrease.
The
development and acceptance of competing blockchain platforms or technologies, including competing cryptocurrencies which our mining machines
may not be able to mine, such as cryptocurrencies being developed by popular social media platforms, online retailers, or government
sponsored cryptocurrencies, may cause consumers to use or hold alternative cryptocurrencies. Our business utilizes presently existent
digital ledgers and blockchains and we could face difficulty adapting to emergent digital ledgers, blockchains, or alternatives thereto.
This may adversely affect us and our exposure to blockchain technologies and prevent us from realizing the anticipated profits from our
investments. Such circumstances could have a material adverse effect on our business, prospects or operations and potentially the value
of any bitcoin we mine or otherwise acquire or hold for our own account, which could materially and adversely affect investors’
investments in our securities.
Despite
the current first-to-market advantage of the bitcoin network over other cryptocurrency networks, the cryptocurrency market continues
to grow rapidly as the value of existing cryptocurrency rises, and as new cryptocurrencies enter the market as demand for cryptocurrency
increases. Therefore, it is possible that another cryptocurrency could become comparatively more popular than bitcoin in the future.
If an alternative cryptocurrency obtains significant market share, this could reduce bitcoin’s market share and value. All of our
mining revenue is derived from mining bitcoin and, while we could potentially consider mining other cryptocurrencies in the future, we
have no plans to do so currently and may incur significant costs if we choose to do so particularly because our machines are principally
utilized for mining bitcoin and cannot mine other cryptocurrencies. As a result, the emergence of a cryptocurrency that erodes bitcoin’s
market share and value could have a material adverse effect on our business.
The
open-source structure of the bitcoin network protocol means that the contributors to the protocol are generally not directly compensated
for their contributions in maintaining and developing the protocol. A failure to properly monitor and upgrade the protocol could damage
that network and an investment in us.
The
bitcoin network operates based on an open-source protocol maintained by contributors, largely on the Bitcoin Core project on GitHub.
As an open source project, bitcoin is not represented by an official organization or authority. Because the bitcoin network protocol
is not sold and its use does not generate revenues for contributors, contributors are generally not compensated for maintaining and updating
the bitcoin network protocol. The lack of guaranteed financial incentive for contributors to maintain or develop the bitcoin network
and the lack of guaranteed resources to adequately address emerging issues with the bitcoin network may reduce incentives to address
the issues adequately or in a timely manner, which could have a material adverse effect on our business. Issues with the bitcoin network
could result in decreased demand or reduced prices for bitcoin, thus impacting our ability to monetize the bitcoin we mine and also reducing
the total number of transactions for which mining rewards and transaction fees can be earned, thus impacting the value of an investment
in our securities.
The
decentralized nature of the governance of bitcoin may lead to ineffective decision making that slows development or prevents the bitcoin
network from overcoming emergent obstacles. Governance of the bitcoin network is by voluntary consensus and open competition with no
clear leadership structure or authority. To the extent lack of clarity in corporate governance of the bitcoin network leads to ineffective
decision making that slows development and growth of bitcoin, the value of our securities may be adversely affected.
We
may not adequately respond to rapidly changing technology, which may negatively affect our business.
Competitive
conditions within the bitcoin mining and cryptocurrency industry require that we use sophisticated technology in the operation of our
business. The industry for blockchain technology is characterized by rapid technological changes, new product introductions, enhancements
and evolving industry standards. New technologies, techniques or products could emerge that might offer better performance than
the software and other technologies we currently use, and we may have to manage transitions to these new technologies to remain competitive.
We may not be successful, generally or relative to our competitors, in timely implementing new technology into our systems, or doing
so in a cost-effective manner. During the course of implementing any such new technology into our operations, we may experience
system interruptions and failures. Furthermore, there can be no assurances that we will recognize, in a timely manner or at all, the
benefits that we may expect as a result of our implementing new technology into our operations. As a result, our business and operations
may suffer, and there may be adverse effects on the price of our ordinary shares.
Incorrect
or fraudulent bitcoin transactions may be irreversible.
Bitcoin
transactions are irrevocable, and stolen or incorrectly transferred bitcoin may be irretrievable. As a result, any incorrectly executed
or fraudulent bitcoin transactions could adversely affect our investments and assets. Bitcoin transactions are not, from an administrative perspective,
reversible without the consent and active participation of the recipient of the bitcoin from the transaction. In theory, bitcoin transactions
may be reversible with the control or consent of a majority of processing power on the network; however, we do not now, nor is it feasible
that we could in the future, possess sufficient processing power to effect this reversal. Once a transaction has been verified and recorded
in a block that is added to a blockchain, an incorrect transfer of bitcoin or a theft thereof generally will not be reversible and if
an incorrect transfer or theft occurs, we may not have sufficient recourse to recover our losses from any such transfer or theft. It
is possible that, through computer or human error, or through theft or criminal action, our cryptocurrency rewards could be transferred
in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts. Further, according to the SEC, at this time, there
is no specifically enumerated U.S. or foreign governmental, regulatory, investigative or prosecutorial authority or mechanism through
which to bring an action or complaint regarding missing or stolen bitcoin. As a result, if there is human error, theft, or criminal action,
we will need to rely on existing private investigative entities to investigate any potential loss of our bitcoin assets. The third-party service
providers rely on data analysis and compliance of internet service providers with traditional court orders to reveal information such
as the IP addresses of any attackers who may target us. Our inability to recover any losses from such action, error or theft, could have
a material adverse effect on our ability to continue as a going concern or to pursue our new strategy at all, which could have a material
adverse effect on our business, prospects or operations of and potentially the value of any bitcoin we mine or otherwise acquire or hold
for our own account now or in the future.
If
a malicious actor or botnet obtains control of more than 50% of the processing power of the bitcoin network, such actor or botnet could
manipulate the bitcoin network to adversely affect us, which could have a material, adverse effect on our business.
If
a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions
of the computers) obtains a majority of the processing power dedicated to mining bitcoin, it may be able to alter blockchains on
which bitcoin transactions reside and rely on by constructing fraudulent blocks or preventing certain transactions from completing in
a timely manner, or at all. The malicious actor or botnet could control, exclude or modify the ordering of transactions, though it could
not generate new units or transactions using such control. The malicious actor could “double-spend” its own bitcoin (i.e.,
spend the same bitcoin in more than one transaction) and prevent the confirmation of other users’ transactions for as long
as it maintained control. To the extent that such malicious actor or botnet does not yield its control of the processing power on the
network or the bitcoin community does not reject the fraudulent blocks as malicious, reversing any changes made to blockchains may not
be possible. The foregoing description is not the only means by which the entirety of blockchains or bitcoin may be compromised but is
only an example.
Although
there are no known reports of malicious activity or control of blockchains achieved through controlling over 50% of the processing power
on the network, it is believed that certain mining pools may have exceeded the 50% threshold in bitcoin. The possible crossing of the
50% threshold indicates a greater risk that a single mining pool could exert authority over the validation of bitcoin transactions. To
the extent that the bitcoin ecosystem, and the administrators of mining pools, do not act to ensure greater decentralization of bitcoin
mining processing power, the feasibility of a botnet or malicious actor obtaining control of the blockchain’s processing power
will increase, because such botnet or malicious actor could more readily infiltrate and seize control over the blockchain by compromising
a single mining pool, if the mining pool compromises more than 50% of the mining power on the blockchain, than it could if the mining
pool had a smaller share of the blockchain’s total hashing power. Conversely, if the blockchain remains decentralized it is inherently
more difficult for the botnet or malicious actor to aggregate enough processing power to gain control of the blockchain. However, if
this were to occur, the public may lose confidence in the bitcoin blockchain, and blockchain technology more generally. This would likely
have a material and adverse effect on the price of bitcoin, which could have a material adverse effect on our business, financial results
and operations.
If
the award of bitcoin rewards for solving blocks is not sufficiently high, miners may not have adequate incentive to continue mining and
may cease mining operations, which may make the blockchains they support with their mining activity less stable.
As
the number of bitcoin rewards awarded for solving a block in the bitcoin blockchain decreases, the relative cost of mining bitcoin will
also increase, unless there is a corresponding increase in demand for that bitcoin. Even relatively stable demand may not be sufficient
to support the costs of mining because as new miners begin working to solve blocks, the relative amount of energy expended to obtain
a cryptocurrency award will tend to increase. This increased energy directly relates to an increased cost of mining, which means an increased
cost of obtaining a bitcoin award. This increased cost, if not met with a corresponding increase in the market price for the bitcoin
resulting from increased scarcity and/or demand, may lead miners to conclude they do not have an adequate incentive to continue mining
and, therefore, may cease their mining operations. This reduction in active miners supporting a blockchain may result in a reduction
in the aggregate hash rate devoted to the blockchain as its bitcoin award is reduced. We believe this would tend to adversely affect
the confirmation process for transactions (i.e., temporarily decreasing the speed at which blocks are added to a blockchain until the
next scheduled adjustment in difficulty for block solutions) and make bitcoin networks more vulnerable to a malicious actor or botnet.
This could permit such malicious actor or botnet to manipulate a blockchain in a manner that adversely affects our activities. A reduction
in confidence in the confirmation process or processing power of the network could result and may be irreversible. Such events could
have a material adverse effect on our ability to continue to pursue our strategy, which could in turn have a material adverse effect
on our business, prospects or operations and potentially the value of any bitcoin we mine or otherwise acquire or hold for our own account
now or in the future.
Demand
for bitcoins is driven, in part, by its status as a prominent digital asset. It is possible that a digital asset other than bitcoin could
have features that make it more desirable to a material portion of the digital asset user base, resulting in a reduction in demand for
bitcoin, which could have a negative impact on the price of bitcoin and adversely affect an investment in our securities.
Bitcoin
was the first digital asset to gain global adoption and critical mass, and as a result, it has a “first to market” advantage
over other cryptocurrencies. In addition, many consortiums and financial institutions are also researching and investing resources into
private or permissioned blockchain platforms rather than open platforms like the bitcoin network. Competition from the emergence
or growth of alternative cryptocurrencies could have a negative impact on the demand for, and price of, bitcoin
and thereby adversely affect an investment in our securities.
Investors
may invest in bitcoin directly or through other potential financial vehicles, possibly including securities backed by or linked to bitcoin
and digital asset financial vehicles. Market and financial conditions, and other conditions beyond our control, may make it more attractive
to invest in other financial vehicles or to invest in bitcoin directly, which could limit the market for, and reduce the liquidity of,
our securities.
Bitcoin
held by us are not subject to Federal Deposit Insurance Corporation (“FDIC”) or Securities Investor Protection Corporation
(“SIPC”) protections.
Bitcoin
is not typically held with a banking institution or a member of the FDIC or the SIPC and, therefore, any bitcoin we may hold would not
be subject to the protections enjoyed by depositors with FDIC or SIPC member institutions.
Bitcoin
may have concentrated ownership and large sales or distributions by holders or bitcoin could have an adverse effect on its market price.
It
is possible that certain persons or entities control multiple wallets that collectively hold a significant number of bitcoin, even if
they individually only hold a small amount, and it is possible that some of these wallets are controlled by the same person or entity.
As a result of this concentration of ownership, large sales or distributions by such holders could lead to volatility and have an adverse
effect on the market price of bitcoin.
Risks
Related to Governmental Regulation and Enforcement
If
bitcoins are determined to be investment securities, and we hold a significant portion of our assets in bitcoins, investment securities
or non-controlling equity interests of other entities, we may inadvertently violate the Investment Company Act of 1940 (the “Investment
Company Act”). We could incur large losses to modify our operations to avoid the need to register as an investment company or could
incur significant expenses to register as an investment company or could terminate operations altogether.
The
SEC and its staff have taken the position that certain cryptocurrencies fall within the definition of a “security” under
the U.S. federal securities laws and have issued reports, orders, and statements that provide guidance on when a cryptocurrency
may be a security for purposes of the U.S. federal securities laws. The SEC generally does not provide advance guidance or confirmation
on the status of any particular cryptocurrency as a security. Public statements made by senior officials at the SEC indicate that the
SEC does not intend to take the position that bitcoin is a security (as currently offered and sold). However, such statements are not
official policy statements by the SEC and reflect only the speakers’ views, which are not binding on the SEC or any other agency
or court and cannot be generalized to any other digital asset. As of the date of this annual report, with the exception of certain centrally
issued digital assets that have received “no-action” letters from the SEC staff, bitcoin and Ethereum are the only cryptocurrencies
that senior officials at the SEC have publicly stated are unlikely to be considered securities. If laws and regulations evolve or the
SEC changes its position with respect to whether bitcoin is regarded as a type of securities, we may be subject to Investment Company
Act and other regulations surrounding securities, notwithstanding the conclusions we may draw based on our risk-based assessment
regarding the likelihood that a particular digital asset could be deemed a “security” under applicable laws.
Under
the Investment Company Act, a company may fall within the definition of an investment company under section 3(c)(1)(A) thereof if
it is or holds itself out as being engaged primarily, or proposes to engage primarily in the business of investing, reinvesting or trading
in securities, or under section 3(a)(1)(C) thereof if it is engaged or proposes to engage in business of investing, reinvesting,
owning, holding, or trading in securities, and owns or proposes to acquire “investment securities” (as defined) having a
value exceeding 40% of its total assets (exclusive of government securities and cash items) on an unconsolidated basis. There is no authoritative
law, rule or binding guidance published by the SEC regarding the status of cryptocurrencies as “securities” or “investment
securities” under the Investment Company Act. Although we believe that we are not engaged in the business of investing, reinvesting
or trading in investment securities, and we do not hold ourselves out as being primarily engaged, or proposing to engage primarily, in
the business of investing, reinvesting or trading in securities, to the extent the cryptocurrencies that our subsidiaries mine, own,
or otherwise acquire may be deemed “securities” or “ investment securities” by the SEC or a court of competent
jurisdiction, we may meet the definition of an investment company. If we fall within the definition of an investment company under the
Investment Company Act, we would be required to register with the SEC. If an investment company fails to register, it likely would
have to stop doing almost all business, and its contracts would become voidable. Generally non-U.S. issuers may not register as
an investment company without an SEC order.
If
we were unable to qualify for an exemption from registration as an investment company, or fail to take adequate steps within the one-year grace
period for inadvertent investment companies, we would need to register with the SEC as an investment company under the Investment Company
Act or cease almost all business, and our contracts would become voidable. Investment company registration is time-consuming and would
require a restructuring of our business. Moreover, the operation of an investment company is very costly and restrictive, as investment
companies are subject to substantial regulation concerning management, operations, transactions with affiliated persons and portfolio
composition, and Investment Company Act filing requirements. The cost of such compliance would result in us incurring substantial additional
expenses, and the failure to register if required would have a materially adverse impact on our operations.
There
can be no assurances that we will properly characterize any given cryptocurrency as a security or non-security for purposes of determining
which cryptocurrencies to mine, hold and trade, or that the SEC or a court, if the question was presented to it, would agree with our
assessment. We could be subject to judicial or administrative sanctions for failing to offer or sell cryptocurrencies in compliance with
the registration requirements, or for acting as a broker or dealer without appropriate registration. Such an action could result in injunctions,
cease and desist orders, as well as civil monetary penalties, fines, and disgorgement, criminal liability, and reputational harm. Further,
if any cryptocurrency that our subsidiaries mine, hold and trade is deemed to be a security under the laws of any U.S. federal,
state, or foreign jurisdiction, or in a proceeding in a court of law or otherwise, it may have adverse consequences for such cryptocurrency.
For instance, all transactions in such supported cryptocurrency would have to be registered with the SEC or other foreign authority,
or conducted in accordance with an exemption from registration, which could severely limit its liquidity, usability and transactability.
Further, it could draw negative publicity and a decline in the general acceptance of digital assets. Also, it may make it difficult for
such cryptocurrency to be traded, cleared, and custodied as compared to other cryptocurrencies that are not considered to be securities.
We
may be required to register as an investment company under the Investment Company Act. In such event, we may be deemed as operating as
an unregistered investment company in violation of the Investment Company Act and required to register as an investment company or to
adjust our strategies.
We
intend to conduct our operations in such a way that we will not be required to register as an investment company under the Investment
Company Act. However, under the Investment Company Act, a company may fall within the definition of an investment company under section
3(a)(1)(C) thereof if it is engaged or proposes to engage in business of investing, reinvesting, owning, holding, or trading in securities,
and owns or proposes to acquire “investment securities” (as defined therein) having a value exceeding 40% of its total assets
(exclusive of government securities and cash items) on an unconsolidated basis. If the cryptocurrencies we mine or hold, or plan to mind
or hold, are determined to be securities, we may be required to register as an investment company or to adjust our business strategies.
There can be no assurance that we will be able to maintain our exclusion from registration as an investment company under the Investment
Company Act. In addition, as a consequence of our seeking to avoid the need to register under the Investment Company Act on an ongoing
basis, we may be limited in the ability to engage in cryptocurrency mining operations or otherwise make certain investments, and these
limitations could result in our holding those cryptocurrencies we may wish to sell or selling the cryptocurrencies we may wish to hold,
which could materially and adversely affect our business, financial condition and results of operations.
We
cannot be certain as to how future regulatory developments will impact our business and any such additional regulatory requirements,
or changes in how existing requirements are interpreted and applied, may cause us to cease all or certain of our operations or change
our business model.
We
cannot be certain as to how future regulatory developments will impact the treatment of cryptocurrencies, and other digital assets under
the law. For example, if regulatory changes or interpretations require the regulation digital assets under certain laws and regulatory
regimes in the United States such as those administered by the SEC, the CFTC, the IRS, Department of Treasury or other agencies
or authorities or similar laws and regulations of other jurisdictions, including if our digital asset activities cause us to be deemed
a “money transmitter,” “money services business” or equivalent designation under U.S. federal law, the law
of any U.S. state, or foreign jurisdiction in which we operate, we may be required to register, seek licensure and comply with such
regulations, including at a federal, state or local level, and implement an anti-money laundering program, reporting and recordkeeping
regimes, consumer protective safeguards, and other operational requirements. To the extent that we decide to continue operations, the
required registrations and regulatory compliance steps may result in extraordinary, non-recurring expenses or burdens to us, as
well as on-going recurring compliance costs, possibly affecting an investment in the ordinary shares or our net income in a material
and adverse manner. We may also decide to cease some or all operations. Any termination or disruption of our operations in response to
the changed regulatory circumstances may be at a time that is disadvantageous to investors. Furthermore, we and our service providers
may not be capable of complying with certain federal or state regulatory obligations applicable to money services businesses or state
money transmitters. If we are deemed to be subject to and determined not to comply with such additional regulatory and registration requirements,
we may act to dissolve and liquidate our company. Any such action may adversely affect an investment in us.
If
we fail to comply with such additional regulatory, licensure and registration compliance requirements, we may seek to cease all or certain
of our operations or be subjected to fines, penalties and other governmental action. Such circumstances could have a material adverse
effect on our ability to continue as a going concern or to pursue our business model at all, which could have a material adverse effect
on our business, prospects or operations and potentially the value of any cryptocurrencies or digital assets we plan to hold or expect
to acquire for our own account.
Regulatory
developments related to cryptocurrencies and cryptocurrency markets may impact our business, financial condition, and results of operations.
Legislators
have devoted increasing attention to cryptocurrencies and cryptocurrency markets. Legislatures across states in the U.S. may pass several
crypto-related bills that vary in their subject matter and scope and create new regulatory framework or clarify existing regulations.
In the event that any proposed crypto-legislature that limits or regulates our business activities is enacted, our business, financial
condition, and results of operations may be negatively impacted.
Additionally,
regulatory developments related to cryptocurrencies and cryptocurrency markets as well as the regulatory environment in which our subsidiaries
operate can impact our operating costs and interfere with our business strategy with respect to where the operating entities operate.
Additionally, to the extent that bitcoins, the only type of cryptocurrencies we mine, are affected by regulatory developments, including
being categorized and regulated as securities, our business strategy with respect to our future business operations could be interfered
as well. Should crypto-legislature that limits or regulates our business activities as such is enacted and/or regulatory environment
has changed, our operating costs could significantly increase, and our business strategy with respect to our future business operations.
If
U.S. and/or foreign regulators and other government entities assert jurisdictions over cryptocurrencies and cryptocurrency markets, we
may be subject to additional regulations imposed by these regulators and government entities and may be required to alter our business
operations to gain compliance with these regulations, as a result of which we may experience increased compliance costs and our business
operations, financial position and results of operations may be materially and adversely affected.
There
are risks that U.S. and/or foreign regulators and other government entities may assert jurisdictions over cryptocurrencies and cryptocurrency
markets. In such event, we may be subject to additional regulations imposed by these regulators and government entities. For instance,
in the complaint of a federal lawsuit filed by the SEC against Ian Balina, an influencer in the cryptocurrency market, for his failure
to register a cryptocurrency as a security before launching a 2018 initial coin offering, the SEC suggests that the U.S. has jurisdiction
over all Ethereum transactions. Similar assertions concerning other types of cryptocurrencies could be made by the SEC and/or any other
regulator or government entity and, if any part of our business is found subject to jurisdiction of these regulators, we may experience
increased compliance costs and we may be required to alter our business operations to gain compliance with these regulations. For example,
if the SEC has jurisdictions over the bitcoins the operating entities mine and they are deemed as securities by the SEC, any transactions
involving our mined bitcoins and our mining activities may be subject to the regulations of the Securities Act and the Exchange Act,
and any additional regulations published by the SEC. In such event, to the extent that we incur material increases in compliance costs
or our business operations are no longer compliant with then-existing regulations, our business operations, financial position and results
of operations will be materially and adversely affected.
Our
transactions in cryptocurrency may expose us to countries, territories, regimes, entities, organizations and individuals that are subject
to sanctions and other restrictive laws and regulations.
The
Office of Foreign Assets Control of the U.S. Department of Treasury and the U.S. Department of State require us to comply with sanction
programs based on foreign policy and national security goals against targeted countries, territories, regimes, entities, organizations
and individuals. Because of the pseudonymous nature of blockchain transactions, we may not be able to determine the ultimate identity
of the individuals with whom we transact with respect to buying or selling cryptocurrency. To the extent government enforcement authorities
enforce laws and regulations that are impacted by blockchain technology, we may be subject to investigation, administrative or court
proceedings, and civil or criminal monetary fines and penalties, all of which could harm our reputation and affect the value of our securities.
The
cryptoeconomy is novel and has limited access to policymakers or lobbying organizations, which may harm our ability to effectively react
to proposed legislation and regulation of cryptocurrency or cryptocurrency platforms adverse to our business.
As
cryptocurrencies have grown in both popularity and market size, various U.S. federal, state, and local and foreign governmental organizations,
consumer agencies and public advocacy groups have been examining the operations of cryptocurrency networks, users and platforms, with
a focus on how cryptocurrencies can be used to launder the proceeds of illegal activities, fund criminal or terrorist enterprises, and
the safety and soundness of platforms and other service providers that hold cryptocurrencies for users. Many of these entities have called
for heightened regulatory oversight, and have issued consumer advisories describing the risks posed by cryptocurrencies to users and
investors. The cryptoeconomy is novel and has limited access to policymakers and lobbying organizations in many jurisdictions. Competitors
from other, more established industries, including traditional financial services, may have greater access to lobbyists or governmental
officials, and regulators that are concerned about the potential use of cryptocurrencies for illicit purposes may effect statutory and
regulatory changes with minimal or discounted inputs from the cryptoeconomy. As a result, new laws and regulations may be proposed and
adopted, or existing laws and regulations may be interpreted in new ways, that harm the cryptoeconomy or cryptocurrency platforms, which
could adversely impact our business.
If
regulatory changes or interpretations of our activities require us to register under the regulations promulgated by FinCEN under the
authority of the U.S. Bank Secrecy Act, or otherwise under state laws, we may incur significant compliance costs, which may have a material
negative effect on our business and the results of its operations.
Cryptocurrencies
are treated as “money” by FinCEN, and business engaged in the transfer of money or other payments services are subject to
registration and licensure requirements at the U.S. federal level and also under U.S. state laws. While FinCEN has issued guidance
that cryptocurrency mining, without engagement in other activities, does not require registration and licensure with FinCEN, this could
be subject to change as FinCEN and other regulatory agencies continue their scrutiny of the bitcoin network and cryptocurrencies generally.
To the extent that our business activities cause us to be deemed a money services business (“MSB”) under the regulations
promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act, we may be required to comply with FinCEN regulations, including
those that would mandate us to implement anti-money laundering programs, make certain reports to FinCEN and maintain certain records.
To
the extent that our activities would cause us to be deemed a “money transmitter” (“MT”) or equivalent designation
under state law in any state in which it may operate, we may be required to seek a license or otherwise register with a state regulator
and comply with state regulations that may include the implementation of anti-money laundering programs, including implementing
a know-your-counterparty program and transaction monitoring, maintenance of certain records and other operational requirements.
Such
additional federal or state regulatory obligations may cause us to incur extraordinary expenses. Furthermore, we may not be capable of
complying with certain federal or state regulatory obligations applicable to MSBs and MTs, such as monitoring transactions and blocking
transactions, because of the nature of the bitcoin blockchain. If we are deemed to be subject to, and it is determined we are not in
compliance with such additional regulatory and registration requirements, we may act to dissolve and liquidate.
The
application of the Commodity Exchange Act, as amended (the “CEA”), to our bitcoin mining business is unclear and may be subject
to change and therefore difficult to predict. To the extent we become subject to regulation by the CFTC in connection with our business
activities, we may incur additional compliance costs, which may be significant.
The
CEA does not currently impose any direct obligations on us related to the mining or exchange of bitcoin. However, the CFTC, the federal
agency that administers the CEA, generally regards bitcoin as a commodity. This position has been supported by decisions of federal courts.
Changes
in the CEA or the regulations promulgated by the CFTC thereunder, as well as interpretations thereof and official statements by the CFTC
may impact the classification of bitcoin and subject it to additional regulatory oversight by the CFTC. Although the CFTC to date has
not enacted regulations governing non-derivative or nonfinanced, margined or leveraged transactions in bitcoin, it has authority
to commence enforcement actions against persons who engage in manipulation or deceptive practices related to transactions in any
contract of sale of any commodity, including bitcoin, in interstate commerce.
While
no provision of the CEA, or CFTC rules, orders or rulings (except as noted herein) appears to be currently applicable to our business,
this is subject to change. We cannot be certain as to how future regulatory developments will impact the treatment of bitcoin under the
law. Any requirements imposed by the CFTC related to our bitcoin mining activities or our transactions in bitcoin would cause us to incur
additional extraordinary, non-recurring expenses, thereby materially and adversely impacting an investment in our securities.
Moreover,
if our bitcoin mining activities or transactions in bitcoin were deemed by the CFTC to constitute a collective investment in derivatives
for our stockholders, we may be required to register as a commodity pool operator with the CFTC through the National Futures Association.
Such additional registrations may result in extraordinary, non-recurring expenses, thereby materially and adversely impacting an
investment in our securities. If we determine it is not practicable to comply with such additional regulatory and registration requirements,
we may seek to cease certain of our operations. Any such action may adversely affect an investment in our business.
We
are subject to risks associated with our need for significant electrical power. Government regulators may potentially restrict the ability
of electricity suppliers to provide electricity to bitcoin mining operations, such as ours.
The
operation of a bitcoin mining can require massive amounts of electrical power and we anticipate our demand for electrical power will
grow as we expand our mining fleet. If we are unable to continue to obtain sufficient electrical power to operate our miners on a cost-effective basis,
we may not realize the anticipated benefits of our significant capital investments in new miners. Further, our mining operations can
only be successful and ultimately profitable if the costs, including electrical power costs, associated with mining a bitcoin are lower
than the price of a bitcoin. As a result, any mine we establish can only be successful if we can obtain sufficient electrical power for
that mine on a cost-effective basis, and our establishment of new mines requires us to find locations where that is the case. There
may be significant competition for suitable mine locations, and government regulators may potentially restrict the ability of electricity
suppliers to provide electricity to mining operations in times of electricity shortage, or may otherwise potentially restrict or prohibit
the provision or electricity to mining operations. Additionally, our mines could be materially adversely affected by a power outage.
If we are unable to receive adequate power supply and are forced to cease or reduce our operations due to the availability or cost of
electrical power, including increased taxes associated with the use of electrical power, our business would experience materially negative
impacts.
Climate
change, and the regulatory and legislative developments related to climate change, may materially adversely affect our business and financial
condition.
The
potential physical impacts of climate change on our operations are highly uncertain and would be particular to the geographic circumstances
in areas in which we operate or in which our third-party providers operate. These may include changes in rainfall and storm patterns
and intensities, water shortages, changing sea levels and changing temperatures. The impacts of climate change may materially and adversely
impact the cost, production and financial performance of our operations. Further, any impacts to our business and financial condition
as a result of climate change are likely to occur over a sustained period of time and are therefore difficult to quantify with any
degree of specificity. For example, extreme weather events may result in adverse physical effects on portions of our infrastructure,
which could disrupt our supply chain and ultimately our business operations. In addition, disruption of transportation and distribution
systems could result in reduced operational efficiency and customer service interruption. Climate related events have the potential to
disrupt our business, including the business of our suppliers, and may cause us to experience higher attrition, losses and additional
costs to resume operations.
In
addition, a number of governments or governmental bodies have introduced or are contemplating legislative and regulatory changes in response
to various climate change interest groups and the potential impact of climate change. Given the very significant amount of electrical
power required to operate cryptocurrency miners, as well the environmental impact of mining for the rare earth metals used in the production
of mining servers, the cryptocurrency mining industry may become a target for future environmental and energy regulation. Legislation
and increased regulation regarding climate change could impose significant costs on us and our suppliers, including costs related to
increased energy requirements, capital equipment, environmental monitoring and reporting, and other costs to comply with such regulations.
Any future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject
to such limitations. Given the political significance and uncertainty around the impact of climate change and how it should be addressed,
we cannot predict how legislation and regulation will affect our financial condition, operating performance and ability to compete.
Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts
on climate change by us or other companies in our industry could harm our reputation. Any of the foregoing could result in a material
adverse effect on our business and financial condition.
We
are subject to environmental, health and safety laws and regulations that may expose us to significant liabilities for penalties, damages
or costs of remediation or compliance.
Our
operations and properties are subject to laws and regulations governing occupational health and safety, the discharge of pollutants into
the environment or otherwise relating to health, safety and environmental protection requirements in the countries and localities in
which we operate. These laws and regulations may impose numerous obligations that are applicable to our operations, including acquisition
of a permit or other approval before conducting construction or regulated activities; limitation or prohibition of construction
and operating activities in environmentally sensitive areas, such as wetlands; imposing specific health and safety standards addressing
worker protection; and imposition of significant liabilities for pollution resulting from our operations, including investigation, remedial
and clean-up costs. Failure to comply with these requirements may expose us to fines, penalties and/or interruptions in our operations
that could have a material adverse effect on our financial position, results of operations and cash flows. Certain environmental laws
may impose strict, joint and several liability for costs required to clean up and restore sites where hazardous substances have been
disposed or otherwise released into the environment, even under circumstances where the hazardous substances were released by prior owners
or operators or the activities conducted and from which a release emanated complied with applicable law.
The
trend in environmental regulation has been to place more restrictions and limitations on activities that may be perceived to impact
the environment, and thus there can be no assurance as to the amount or timing of future expenditures for environmental regulation compliance
or remediation. New or revised regulations that result in increased compliance costs or additional operating restrictions could have
a material adverse effect on our financial position, results of operations and cash flows.
Our
mining business is subject to local government regulation.
We
are subject to extensive and varied local government regulation, including regulations relating to public health, safety and zoning codes.
We operate each of our locations in accordance with standards and procedures designed to comply with applicable codes and regulations.
However, our failure to obtain or retain any required licenses could adversely affect our operations. Although we have not experienced,
and do not anticipate experiencing any significant difficulties, delays or failures in obtaining required licenses, permits or approvals,
any such problem could delay or prevent us from operating our current sites or further expanding our operations.
Future
developments regarding the treatment of bitcoin for U.S. federal income and foreign tax purposes could adversely affect our business.
Due
to the new and evolving nature of bitcoin and the absence of comprehensive legal guidance with respect to bitcoin, and bitcoin transactions,
many significant aspects of the U.S. federal income and foreign tax treatment of bitcoin are uncertain, and it is unclear what guidance
may be issued in the future on the treatment of bitcoin or bitcoin transactions, including bitcoin mining, for U.S. federal income and
foreign tax purposes. Current Internal Revenue Service (“IRS”) guidance indicates that bitcoin, should be treated and
taxed as property (rather than as a currency), and that transactions involving the payment of bitcoin for goods and services should be
treated as barter transactions. While this treatment creates a tax reporting requirement for certain exchanges of bitcoin, it preserves
the right to apply capital gains (as opposed to ordinary income) treatment to those transactions where bitcoin is held as a capital
asset.
There
can be no assurance that the IRS or other foreign tax authority will not alter its existing position with respect to bitcoin in the future
or that a court would uphold the treatment of bitcoin as property, rather than currency. Any such alteration of existing IRS and foreign
tax authority positions or additional guidance regarding bitcoin products and transactions could result in adverse tax consequences for
holders of bitcoin and could have an adverse effect on the value of bitcoin and the broader bitcoin markets. The uncertainty regarding
the tax treatment of bitcoin transactions, and the potential promulgation of new, or changes to existing, U.S. federal income, state
or foreign tax laws, treaties, regulations, administrative practices or guidance relating to bitcoin transactions could adversely impact
the price of bitcoin, our business and the trading price of our securities. Further, in the event our business expands, our after-tax profitability
and financial results could be adversely affected by expanding, internationally or domestically, to jurisdictions with less favorable
or more complex tax laws or greater scrutiny by taxing authorities.
Changes
to applicable U.S. tax laws and regulations could affect our business and future profitability.
New
U.S. laws and policy relating to taxes may have an adverse effect on us and our business and future profitability. Further, existing
U.S. tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us. The U.S.
House of Representatives has advanced draft legislation (the “House Bill”) that would, if enacted, make significant changes
to U.S. federal income tax laws. It is unclear whether Congress will enact any changes and, if enacted, how soon any such changes could
take effect. The passage of the House Bill or any similar legislation could have an adverse effect on our business and future profitability.
Additionally, we are evaluating the extent to which recently enacted laws expanding cryptocurrency information and transaction reporting
requirements could impact our business and future profitability.
Risks
Related to Our Ordinary Shares and the Trading Market
Our
share price has recently declined substantially, and our ordinary shares could be delisted from the Nasdaq or trading could be suspended.
The
listing of our ordinary shares on the Nasdaq Capital Market is contingent on our compliance with the Nasdaq Capital Market’s conditions
for continued listing. On September 16, 2022, we received written notification (the “Notification Letter”) from the Nasdaq
Stock Market LLC (“Nasdaq”) that we were not in compliance with the minimum bid price requirement of US$1.00 per share under
the Nasdaq Listing Rules. In accordance with Nasdaq Listing Rules, we must regain compliance within 180 calendar days, or until
March 15, 2023. To regain compliance, our ordinary shares must have a closing bid price of at least US$1.00 for a minimum of 10 consecutive business
days. In the event we do not regain compliance by March 15, 2023, we may face delisting.
We
cannot assure you that we will be able to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules. Even
if we are able to regain compliance, we cannot assure you that we will not receive other deficiency notifications from Nasdaq in the
future. A decline in the closing price of our ordinary shares could result in a breach of the requirements for listing on the Nasdaq
Capital Market. If we do not maintain compliance, Nasdaq could commence suspension or delisting procedures in respect of our ordinary
shares. The commencement of suspension or delisting procedures by an exchange remains at the discretion of such exchange and would be
publicly announced by the exchange. If a suspension or delisting were to occur, there would be significantly less liquidity in the suspended
or delisted securities. In addition, our ability to raise additional necessary capital through equity or debt financing would be greatly
impaired. Furthermore, with respect to any suspended or delisted ordinary shares, we would expect decreases in institutional and other
investor demand, analyst coverage, market making activity and information available concerning trading prices and volume, and fewer broker-dealers would
be willing to execute trades with respect to such ordinary shares. A suspension or delisting would likely decrease the attractiveness
of our ordinary shares to investors and cause the trading volume of our ordinary shares to decline, which could result in a further decline
in the market price of our ordinary shares.
We
may issue additional ordinary shares or other equity securities without your approval, which would dilute your ownership interests and
may depress the market price of our ordinary shares.
We
may issue additional ordinary shares or other equity securities of equal or senior rank in the future for any reason or in connection
with, among other things, future acquisitions or repayment of outstanding indebtedness, without shareholder approval.
Our
issuance of additional ordinary shares or other equity securities of equal or senior rank would have the following effects:
|
● |
our
existing shareholders’ proportionate ownership interest in us will decrease; |
|
● |
the
amount of cash available per share, including for payment of dividends in the future, may decrease; |
|
● |
the
relative voting strength of each previously outstanding share may be diminished; and |
|
● |
the
market price of our ordinary shares may decline. |
We
are not expected to pay dividends on our ordinary shares in the foreseeable future.
We
are not expected to pay dividends on our ordinary shares in the foreseeable future. Instead, for the foreseeable future, it is expected
that we will continue to retain any earnings to finance the development and expansion of its business, and not to pay any cash dividends
on our ordinary shares. Consequently, you should not rely on an investment in the Company as a source for any future dividend income.
Our
board of directors has complete discretion as to whether to distribute dividends, subject to applicable laws. Even if our board of directors
decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our
future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us
from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors.
Accordingly, the return on your investment in our ordinary shares will likely depend entirely upon any future price appreciation of our
ordinary shares. We cannot guarantee that our ordinary shares will appreciate in value or even maintain the price at which you purchased
the ordinary shares. You may not realize a return on your investment in our ordinary shares and you may even lose your entire investment
in our ordinary shares.
We
may become a passive foreign investment company, which could result in adverse United States federal income tax consequences to United
States investors.
Based
on the projected composition of our income and valuation of our assets, including goodwill, we are not expected to be a passive foreign
investment company (“PFIC”) for its current taxable year, and we do not expect to become one in the future, although there
can be no assurance in this regard. See “Item 10. Additional Information—E. Taxation—U.S. Holders—Passive Foreign
Investment Company.” If we are or were to become a PFIC, such characterization could result in adverse United States federal income
tax consequences to you if you are a U.S. investor. For example, if we are a PFIC, its U.S. investors will become subject to increased
tax liabilities under U.S. federal income tax laws and regulations and will become subject to burdensome reporting requirements. We cannot
assure you that we will not be a PFIC for our current taxable year or any future taxable year.
Our
amended and restated memorandum and articles of association contains anti-takeover provisions that could have a material adverse effect
on the rights of holders of our ordinary shares.
Our
amended and restated memorandum and articles of association include provisions to limit the ability of others to acquire control of us
or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of
an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control
of us in a tender offer or similar transaction. For example, our board of directors has the authority, subject to any resolution of the
shareholders to the contrary, to issue preference shares in one or more series and to fix their designations, powers, preferences, privileges,
and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights,
conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights
associated with our ordinary shares. Preference shares could be issued quickly with terms calculated to delay or prevent a change in
control of the Company or make removal of management more difficult. If our board of directors decides to issue preference shares, the
price of our ordinary shares may fall and the voting and other rights of the holders of our ordinary shares may be materially and adversely
affected.
You
may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because
we were formed under Cayman Islands law.
We
are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our amended and restated
memorandum and articles of association, the Companies Act of the Cayman Islands and the common law of the Cayman Islands. The rights
of our shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors
to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands
is derived in part from comparatively limited judicial precedents in the Cayman Islands as well as from the common law of England, the
decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders
and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or
judicial precedents in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities
laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of
corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative
action in a federal court of the United States.
Shareholders
of Cayman Islands exempted companies have no general rights under the Cayman Islands law to inspect corporate records or to obtain copies
of lists of shareholders of these companies. Our directors have the discretion under our amended and restated memorandum and articles
of association to determine whether or not, and under what conditions, our corporate records may be inspected by shareholders, but are
not obliged to make them available to shareholders. This may make it more difficult for you to obtain the information needed to establish
any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.
Certain
corporate governance practices in the Cayman Islands differ significantly from requirements for companies incorporated in other jurisdictions
such as the U.S. To the extent we choose to follow home country practice, shareholders may be afforded less protection than they otherwise
would have under rules and regulations applicable to U.S. domestic issuers.
The
Cayman Islands courts are also unlikely (i) to recognize or enforce against us judgments of courts of the United States based on
certain civil liability provisions of U.S. securities laws, or (ii) to impose liabilities against us, in original actions brought
in the Cayman Islands, based on certain civil liability provisions of U.S. securities laws that are penal in nature.
There
is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands
will in certain circumstances recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial
on the merits.
As
a result of all of the above, our shareholders may have more difficulty in protecting their interests in the face of actions taken by
our management, members of our board of directors or shareholders than they would as shareholders of a company incorporated in the United
States.
Certain
judgments obtained against us by our shareholders may not be enforceable.
We
are a Cayman Islands company and all of our officers and directors, including our chief executive officer and director, Siguang Peng,
our acting chief financial officer, Yupeng Guo, our directors, Jishuang Zhao, Zhiyi Xie, Ye Ren and Jianlin Yu are nationals or residents
of the PRC and a substantial portion of their assets are located in the PRC. As a result, it may be difficult or impossible for you to
bring an action against us or against these individuals in the United States in the event that you believe that your rights have been
infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws
of the Cayman Islands and of the PRC may render you unable to enforce a judgment against our assets or the assets of our directors and
officers. For more information regarding the relevant laws of the Cayman Islands and the PRC.
We
are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions
applicable to United States domestic public companies.
Because
we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations
in the United States that are applicable to U.S. domestic issuers, including:
|
● |
the
rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; |
|
● |
the
sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered
under the Exchange Act; |
|
● |
the
sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability
for insiders who profit from trades made in a short period of time; and |
|
● |
the
selective disclosure rules by issuers of material nonpublic information under Regulation FD. |
We
are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish
our results on a quarterly basis through press releases, distributed pursuant to the rules and regulations of the Nasdaq. Press releases
relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required
to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S.
domestic issuers. As a result, you may not be afforded the same protections or information, which would be made available to you, were
you investing in a U.S. domestic issuer.
As
a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance
matters that differ significantly from Nasdaq corporate governance listing standards; these practices may afford less protection to shareholders
than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.
As
a Cayman Islands company listed on the Nasdaq, we are subject to Nasdaq corporate governance listing standards. However, the Nasdaq rules
permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance
practices in the Cayman Islands, which is our home country, may differ significantly from Nasdaq corporate governance listing standards.
A Cayman Islands company is not required to have annual general meetings. Shareholders of Cayman Islands exempted companies like us have
no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies.
Our directors have discretion under our articles of association to determine whether or not, and under what conditions, our corporate
records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult
for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders
in connection with a proxy contest. To the extent we choose to follow home country practice with respect to corporate governance matters
such as the exemption from holding an annual general meeting pursuant to Nasdaq Rule 5620(a), our shareholders may be afforded less protection
than they otherwise would under rules and regulations applicable to U.S. domestic issuers. For details as to the corporate governance
matters for which we have elected to follow our home country practices, rather than Nasdaq listing standards, please see “Item
16.G—Corporate Governance.”
We
have incurred and will continue to incur increased costs as a result of being a public company.
We
are a public company and we incur significant accounting, legal and other expenses. The Sarbanes-Oxley Act, as well as rules subsequently
implemented by the SEC and the Nasdaq, have detailed requirements concerning corporate governance practices of public companies, including
Section 404 of the Sarbanes-Oxley Act of 2002 relating to internal controls over financial reporting. These rules and regulations applicable
to public companies have increased our accounting, legal and financial compliance costs and made certain corporate activities more time-consuming
and costly. Our management is required to devote substantial time and attention to our public company reporting obligations and other
compliance matters. Our reporting and other compliance obligations as a public company may place a strain on our management, operational
and financial resources and systems for the foreseeable future.
In
the past, shareholders of a public company often brought securities class action suits against the company following periods of instability
in the market price of that company’s securities. If we were involved in a class action suit, it could divert a significant amount
of our management’s attention and other resources from our business and operations, which could harm our results of operations
and require us to incur significant expenses to defend the suit. Any such class action suit, whether or not successful, could harm our
reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be
required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.
ITEM 4.
INFORMATION ON THE COMPANY
A. |
History
and Development of the Company |
We
were formed to serve as a holding company after consummation of the Mergers (defined below) contemplated by the Merger Agreement (defined
below). We were formed as a Cayman Islands exempted company on September 27, 2019. Prior to the Mergers, we owned no material assets
and did not operate any business. Our principal executive office is located at 3rd Floor, Tower A, Tagen Knowledge & Innovation Center,
2nd Shenyun West Road, Nanshan District, Shenzhen, Guangdong Province 518000, The People’s Republic of China and our telephone
number is +86 755 8294 5250.
On
December 12, 2019, the Company entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) by and among
the Company, EdtechX Holdings Acquisition Corp., a Delaware corporation (“EdtechX”), Meten Education Inc., a Delaware corporation
and wholly owned subsidiary of the Company (“EdtechX Merger Sub”), Meten Education Group Ltd., a Cayman Islands exempted
company and wholly owned subsidiary of the Company (“Meten Merger Sub”, and together with EdtechX Merger Sub, the “Merger
Subs”), and Meten International Education Group, a Cayman Islands exempted company (“Meten”) which, among other things,
provided for (i) Meten Merger Sub to merge with and into the Company, with the Company being the surviving entity of such merger (the
“Meten Merger”) and becoming a wholly-owned subsidiary of the Company (“Surviving Cayman Islands Company”) and
(ii) EdtechX Merger Sub to merge with and into EdtechX, with EdtechX being the surviving entity of the merger (the “EdtechX Merger”
and together with the Meten Merger, the “Mergers”) and becoming a wholly-owned subsidiary of the Company.
On
March 30, 2020, the parties to the Merger Agreement consummated the Mergers. Immediately prior to the Mergers, Azimut Enterprises Holdings
S.r.l. (the “Azimut Investor”) invested US$20 million in EdtechX to purchase 2,000,000 units of EdtechX (with each unit consisting
of one ordinary share and one warrant to purchase one ordinary share of EdtechX at a price of US$11.50 per share), which units converted
into the same number of our units upon closing of the Mergers. Concurrently with the closing of the Mergers, our PIPE financing with
two unaffiliated third-party investors, one of which is ITG Education, in an aggregate investment of US$12 million was completed on March
30, 2020.
On
March 30, 2020, our ordinary shares were listed on the Nasdaq Capital Market under the symbol “METX.” Our warrants have been
trading on the Nasdaq Capital Market under the symbol “METXW” since May 27, 2020.
On
August 11, 2021, we changed our name from “Meten EdtechX Education Group Ltd.” to “Meten Holding Group Ltd.”
On
October 20, 2022, pursuant to the terms of the VIE contractual arrangements, Zhuhai Meizhilian Education Technology Co., Ltd. (“Zhuhai
Meten”) and Zhuhai Likeshuo Education Technology Co., Ltd. (“Zhuhai Likeshuo”) unilaterally terminated their respective
contractual arrangements with 30-day advanced notices to their respective former VIEs. The termination of the VIE contractual arrangements
were effective on November 19, 2022. As the VIE structure has been unwound, the financial results of the VIEs and their subsidiaries
are no longer consolidated into the Company’s financial statements after the effective date. As of the date of this annual report,
the operating entities only operate cryptocurrency mining business in the U.S., and we no longer provide ELT services, which services
were provided by the former VIEs.
The
SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC using its EDGAR system.
See
“Item 5. Operating and Financial Review and Prospects — B. Liquidity and Capital Resources — Capital Expenditures”
for a discussion of our capital expenditures.
Registration
Statement
On
May 13, 2021, we filed with the SEC a registration statement on Form F-3 (File No. 333-256087), utilizing a shelf registration process,
which registration statement was declared effective by the SEC on May 21, 2021. Under this shelf registration process, we may, from time
to time, in one or more offerings, offer and sell up to US$150,000,000 of any combination, together or separately, of our ordinary shares,
par value US$0.0001 per share, preferred shares, debt securities, warrants, rights, and units, or any combination thereof as described
in the accompanying prospectus.
On
May 25, 2021, we filed with the SEC a prospectus supplement to the registration statement on Form F-3 (File No. 333-256087), offering
40,000,000 ordinary shares at a purchase price of US$1.00 per share.
On
September 3, 2021, we filed with the SEC a prospectus supplement to the registration statement on Form F-3 (File No. 333-256087), offering
22,500,000 ordinary shares at a purchase price of US$0.30 per share. In the same prospectus supplement, we also offered 177,500,000 pre-funded
warrants to purchase 177,500,000 ordinary shares, exercisable at an exercise price of $0.0001 per share, at a purchase price of $0.2999
per pre-funded warrant. As of the date of this annual report, all pre-funded warrants issued in that offering have been exercised.
On
November 12, 2021, we filed with the SEC a prospectus supplement to the registration statement on Form F-3 (File No. 333-256087), offering
33,333,334 ordinary shares, directly to certain institutional investors pursuant to certain securities purchase agreement, dated November
9, 2021, at a purchase price of US$0.60 per share.
On August 8, 2022, we filed with
the SEC a prospectus supplement to the registration statement on Form F-3 (File No. 333-256087), offering 1,260,000 ordinary shares and
7,983,811 pre-funded warrants to purchase 7,983,811 ordinary shares, exercisable at an exercise price of $0.001 per share, at a purchase
price of $0.699 per pre-funded warrant. As of the date of this annual report, 1,172,866 pre-funded warrants issued in that offering remain
outstanding.
Nasdaq
Notification Letters
On
July 7, 2021, we received a written notification letter from the Nasdaq that we were not in compliance with the minimum bid price requirement
set forth in Nasdaq Rules for continued listing on Nasdaq. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain
a minimum bid price of US$1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price
requirement exists if the deficiency continues for 30 consecutive business days. Based on the closing bid price of our ordinary
shares for the 30 consecutive business days from May 24, 2021 to July 6, 2021, we did not meet the minimum bid price requirement.
On January 5, 2022, we were notified by Nasdaq that we were eligible for another 180 days to regain compliance, or until July 5, 2022.
On May 4, 2022, we effected a 30-to-1 Share Consolidation in order to cure the deficiency. On May 20, 2022, we were notified by
the Nasdaq that we regained compliance with Nasdaq Listing Rule 5550(a)(2) and that matter was closed.
On
September 16, 2022, we received a written notification letter Nasdaq that we were not in compliance with the minimum bid price requirement
set forth in Nasdaq Rules for continued listing on Nasdaq. Based on the closing bid price of our ordinary shares for the 30 consecutive
business days from August 4, 2022 to September 15, 2022, we did not meet the minimum bid price requirement. We are provided until March
15, 2023 to regain compliance with the bid price requirement. At the expiration of the 180-day period, we may be eligible for another
180 days to regain compliance or face delisting. As of the date of this annual report, we have not regained compliance with the Nasdaq
Listing Rule 5550(a)(2).
Extraordinary
General Meeting and Share Consolidation
On
April 14, 2022, we held an extraordinary general meeting of shareholders, during which our shareholders approved the Share Consolidation.
As a result, the Share Consolidation became effective on May 4, 2022, and the ordinary shares began trading on a post-Share Consolidation
basis on the Nasdaq Capital Market when the market opened on May 6, 2022 under the same symbol “METX” but under a new CUSIP
number of G6055H 148. No fractional shares were issued in connection with the Share Consolidation. All fractional shares were rounded
up to the whole number of shares. Immediately following the Share Consolidation, the authorized share capital of the Company became US$50,000.00
divided into 16,666,667 ordinary shares of par value of US$0.003 each.
Increase
of Authorized Share Capital
On
June 28, 2022, the Company’s shareholders adopted an ordinary resolution to increase the Company’s authorized share capital
from US$50,000.00 divided into 16,666,667 ordinary shares of par value of US$0.003 each to US$1,500,000 divided into 500,000,000 ordinary
shares of par value of US$0.003 each.
Meten Holding Group Ltd. is not
an operating company but a Cayman Islands holding company. Our ability to pay dividends depends upon dividends paid by our subsidiaries.
Cash flows have occurred between the Cayman Islands holding company and its subsidiaries. The Cayman Islands holding company transferred
cash to its subsidiaries in the amount of $10.8 million, $97.7 million and $5.8 million for the fiscal years ended December 31, 2020,
2021 and 2022, respectively. The Cayman holding company’s subsidiaries transferred cash to the Cayman holding company in the amount
of $15.9 million, $12.9 million and $7.9 million for the fiscal years ended December 31, 2020, 2021 and 2022, respectively. Our subsidiaries
transferred cash to the former VIEs in the amount of $23.3million, $81.4 million and $12.3 million for the fiscal years ended December
31, 2020, 2021 and 2022, respectively. The former VIEs transferred cash to our subsidiaries in the amount of $17.9million, $28.7 million
and $8.6 million for the fiscal years ended December 31, 2020, 2021 and 2022, respectively.
We
have not declared or paid dividends in the past, nor any dividends or distributions were made by a subsidiary or former VIE to our holding
company. We do not intend to distribute dividends in the foreseeable future, but we do not have a fixed dividend policy. Our board of
directors have complete discretion on whether to distribute dividends, subject to applicable laws. See “Item 3. Key Information—D.
Risk Factors—Risks Related to Our Ordinary Shares—We are not expected to pay dividends on our ordinary shares in the foreseeable
future.”
Selected
Condensed Consolidated Financial Schedule of Meten Holding Group and the former VIEs
The
following tables present selected condensed consolidated financial data of Meten Holding Group and its subsidiaries and former VIEs for
the fiscal years ended December 31, 2022, 2021 and 2020, and balance sheet data as of December 31, 2022 and 2021, which have been derived
from our audited consolidated financial statements for those years.
SELECTED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE LOSS
| |
For the year ended December 31, 2020 | |
RMB in thousands | |
Meten Holding Group Ltd. | | |
Subsidiaries | | |
VIE and its Subsidiaries | | |
Eliminations | | |
Consolidated Total | |
Revenue | |
| - | | |
| 29,216 | | |
| 897,035 | | |
| (29,216 | ) | |
| 897,035 | |
Net loss | |
| (56,199 | ) | |
| (43,539 | ) | |
| (283,829 | ) | |
| (29,216 | ) | |
| (412,783 | ) |
Comprehensive loss | |
| (56,199 | ) | |
| (43,539 | ) | |
| (283,829 | ) | |
| (29,216 | ) | |
| (412,783 | ) |
| |
For the year ended December 31,
2021 | |
RMB in thousands | |
Meten Holding Group Ltd. | | |
Subsidiaries | | |
VIE and its Subsidiaries | | |
Eliminations | | |
Consolidated Total | |
Revenue | |
| - | | |
| 50,289 | | |
| 728,996 | | |
| (50,289 | ) | |
| 728,996 | |
Net loss | |
| (60,748 | ) | |
| (48,189 | ) | |
| (227,071 | ) | |
| (50,289 | ) | |
| (386,297 | ) |
Comprehensive loss | |
| (60,748 | ) | |
| (48,189 | ) | |
| (227,071 | ) | |
| (50,289 | ) | |
| (386,297 | ) |
| |
For the year ended December 31, 2022 | |
RMB in thousands | |
Meten Holding Group Ltd. | | |
Subsidiaries | | |
VIE and its Subsidiaries | | |
Eliminations | | |
Consolidated Total | |
Revenue | |
| 81,599 | | |
| 13,382 | | |
| 317,844 | | |
| (13,382 | ) | |
| 399,443 | |
Net income | |
| 6,670 | | |
| (11,072 | | |
| (31,448 | ) | |
| - | | |
| (35,850 | ) |
Comprehensive loss | |
| 6,670 | | |
| (11,072 | ) | |
| (31,448 | ) | |
| - | | |
| (35,850 | ) |
SELECTED
CONDENSED CONSOLIDATED BALANCE SHEETS
| |
As of December 31, 2021 | |
RMB in thousands | |
Meten Holding Group Ltd. | | |
Subsidiaries | | |
VIE and its Subsidiaries | | |
Eliminations | | |
Consolidated Total | |
Cash | |
| 32,015 | | |
| 74,854 | | |
| 61,535 | | |
| - | | |
| 168,404 | |
Total current assets | |
| 67,550 | | |
| 762,624 | | |
| 203,093 | | |
| (643,529 | ) | |
| 389,738 | |
Investments in subsidiaries and VIEs | |
| 29,000 | | |
| - | | |
| - | | |
| (29,000 | ) | |
| - | |
Total assets | |
| 96,550 | | |
| 764,330 | | |
| 697,015 | | |
| (672,529 | ) | |
| 885,366 | |
Total liabilities | |
| 21,320 | | |
| 9,134 | | |
| 1,461,866 | | |
| (643,529 | ) | |
| 848,791 | |
Total shareholders’ equity | |
| 75,230 | | |
| 755,196 | | |
| (764,851 | ) | |
| (29,000 | ) | |
| 36,575 | |
Total liabilities and shareholders’ equity | |
| 96,550 | | |
| 764,330 | | |
| 697,015 | | |
| (672,529 | ) | |
| 885,366 | |
| |
As of December 31, 2022 | |
RMB in thousands | |
Meten Holding Group Ltd. | | |
Subsidiaries | | |
VIE and its Subsidiaries | | |
Eliminations | | |
Consolidated Total | |
Cash | |
| 333 | | |
| - | | |
| - | | |
| - | | |
| 333 | |
Total current assets | |
| 789,698 | | |
| (692,761 | ) | |
| - | | |
| - | | |
| 96,937 | |
Investments in subsidiaries and VIEs | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Total assets | |
| 902,041 | | |
| (692,761 | ) | |
| - | | |
| - | | |
| 209,280 | |
Total liabilities | |
| 76,305 | | |
| - | | |
| - | | |
| - | | |
| 76,305 | |
Total shareholders’ equity | |
| 825,736 | | |
| (692,761 | ) | |
| - | | |
| - | | |
| 132,975 | |
Total liabilities and shareholders’ equity | |
| 902,041 | | |
| (692,761 | ) | |
| - | | |
| - | | |
| 209,280 | |
SELECTED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| |
For the year ended December 31,
2020 | |
RMB
in thousands | |
Meten Holding Group Ltd. | | |
Subsidiaries | | |
VIE and its Subsidiaries | | |
Eliminations | | |
Consolidated Total | |
Net cash used in operating activities | |
| (177,139 | ) | |
| (1,811 | ) | |
| (164,268 | ) | |
| - | | |
| (343,218 | ) |
Net provided by (used in) investing activities | |
| 495 | | |
| (1,121 | ) | |
| (54 | ) | |
| - | | |
| (680 | ) |
Net cash provided by financing activities | |
| 196,505 | | |
| 4,894 | | |
| 91,241 | | |
| - | | |
| 292,640 | |
| |
For the year ended December 31,
2021 | |
RMB in thousands | |
Meten Holding Group Ltd. | | |
Subsidiaries | | |
VIE and its Subsidiaries | | |
Eliminations | | |
Consolidated Total | |
Net cash used in operating activities | |
| (730,075 | ) | |
| 646,694 | | |
| (375,922 | ) | |
| | | |
| (459,303 | ) |
Net used in investing activities | |
| (16,641 | ) | |
| (52,617 | ) | |
| (2,685 | ) | |
| | | |
| (71,943 | ) |
Net cash provided by (used in) financing activities | |
| 777,818 | | |
| (541,438 | ) | |
| 371,637 | | |
| | | |
| 608,017 | |
| |
For the year ended December 31, 2022 | |
RMB in thousands | |
Meten Holding Group Ltd. | | |
Subsidiaries | | |
VIE and its Subsidiaries | | |
Eliminations | | |
Consolidated Total | |
Net cash used in operating activities | |
| 40,720 | | |
| - | | |
| (254,847 | ) | |
| - | | |
| (214,127 | ) |
Net provided by (used in) investing activities | |
| (73,998 | ) | |
| - | | |
| 57,751 | | |
| - | | |
| (16,247 | ) |
Net cash provided by financing activities | |
| 66,522 | | |
| - | | |
| (13,059 | ) | |
| - | | |
| 53,463 | |
Business
Overview
Through
the operating entities, we are a crypto asset technology company based in the U.S. with a focus on bitcoin mining. We
also generate revenue through mining machines resale and rental business operations.
For
the fiscal year ended December 31, 2022, we generated a substantial majority of our revenue from bitcoin mining. We store all of our
bitcoins mined in hot wallets, or cryptocurrency wallets connected to the internet, and may from time to time exchange bitcoins mined
for fiat currency to generate cash flow to fund our subsidiaries’ business operations. We attribute our growth since we launched
our crypto asset business in 2022 to our competitive strengths in diversified revenue streams, dedicated team and efforts towards regulatory
compliance, and our experienced and visionary management team.
As
of December 31, 2022, our subsidiaries owned a total of 1,754 mining machines, of which 1,482, or 84.5% were under operation with a total
hash rate of 140PH/S. Through our subsidiaries, we manage and operate our mining machines at three hosting facilities operated by a hosting
facility owner in Jellico, Tennessee, Cumberland, Kentucky and New Tazewell, Tennessee, respectively. For the fiscal year ended December
31, 2022, we mined a total of 84.9638 bitcoins, generating US$2.4 million in revenue.
Historically, the price of bitcoins
has fluctuated significantly. The profitability of our bitcoin mining operations and our operation results have been and will continue
to be directly impacted by the trading price of bitcoins. To mitigate these risks, we have launched a mining machines resale and rental
business. We have maintained business relationship with a major machine manufacturer, AGM Technologies Ltd, from which we source mining
machines on an order-by-order basis, often at prices lower than market prices. We will then resell mining machines when there is a shortage
of machines available on the market and resale prices are higher. Additionally, from time to time, we rent out our mining machines to
customers at a rate calculated based on the total bitcoins mined. We seek to rent out a greater percentage of our fleet at times when
bitcoin prices are lower to generate cash flow.
We believe research and development
capacities are key to our continued long-term growth and will afford us with the ability to mine bitcoins with greater hash rate and power
efficiency and the opportunity to further expand our service or product offerings and diversify our revenue streams. Through the Affiliated
Company (as defined below), we have participated in the design and development of equipment dedicated for mining machines and infrastructure,
including high voltage power supply, liquid-cooling systems, and hash boards. In the near future, we plan to continue investing in research
and development through our subsidiaries and the Affiliated Company and accumulate knowledge in the cryptocurrency industry. See “— Research
and Development.”
Competitive
Strengths
We
believe that the following strengths differentiate us from our competitors:
Diversified
Revenue Streams Allowing us to Mitigate Bitcoin Price Fluctuations
Through
our subsidiaries, we started generating revenue through mining bitcoins and conducting a mining machines resale and rental business in
the fiscal year ended December 31, 2022. For the fiscal year ended December 31, 2022, 20.2%, 74.5% and 5.3% of our total revenue was
generated from bitcoin mining, mining machines resale, and mining machines rental, respectively, and the remaining revenue was generated
from the VIEs’ operations prior to the termination of the VIE agreements.
We
started our cryptocurrency business with bitcoin mining. As of the date of this annual report, our subsidiaries own a total of 1,754
mining machines, of which 1,482, or 84.5% are currently under operation and placed in the three hosting facilities managed by third-party
services providers with whom we entered into hosting agreements, located at Jellico, Tennessee, Cumberland, Kentucky and New Tazewell,
Tennessee, respectively. Additionally, we intend to deploy approximately 1,000 new mining machines by the end of 2023 at the operations
sites.
Historically,
the price of bitcoins has fluctuated significantly. For example, Bitcoin’s aggregate market value exceeded $1 trillion in October
2021 compared to $250 billion in October 2020, and fell back to $326 billion in January 2023, based on Bitcoin prices quoted on major
exchanges. The profitability of our bitcoin mining operations and our operation results have been and will continue to be directly impacted
by the trading price of bitcoins. For instance, in December 2022, as the trading price of bitcoins fluctuated between $15,000 to $20,000,
it was no longer profitable for us to continue operating those mining machines with lower hash rates and computer power and, as such,
we turned off a significant number of mining machines for a few weeks. To mitigate these risks, we have launched a mining machines resale
and rental business.
We have maintained business relationship with a major machine manufacturer,
AGM Technologies Ltd, from which we source mining machines on an order-by-order basis, often at prices lower than market prices. We will
then resell mining machines when there is a shortage of machines available in the market and resale prices are higher. Additionally, from
time to time, we rent out our mining machines to customers at a rate calculated based on the total bitcoins mined. We seek to rent out
a greater percentage of our fleet at times when bitcoin prices are lower to generate cash flow.
We
believe that by diversifying our revenue streams, we will be able to mitigate the risks we experience as a result of bitcoin price fluctuations
and grow our business in the long run.
Dedicated
Team and Efforts Towards Compliance with Cryptocurrency Laws and Regulations
Over
the past few years, countries and regulatory bodies worldwide have implemented an increasing number of laws and regulations on cryptocurrencies.
As a new entrant into the cryptocurrency industry, we have dedicated efforts to ensure compliance with cryptocurrency laws and regulations.
Towards this goal, we have set up a compliance team, led by our chief executive officer, Mr. Siguang Peng, and comprised of experienced
industry professionals and experts and external consultants. The compliance team has the right to veto any operational decision of the
Company if it suspects that such decision materially runs the risk of violating cryptocurrency laws and regulations. The compliance team
also reviews and analyzes newly implemented regulatory policies, hold internal discussion and research sessions, and consults with industry
experts on a regular basis to better its understanding of regulatory policies and implement compliance plans. We believe that our strong
emphasis and dedication towards regulatory compliance will help us grow and succeed in the industry in the long run.
Experienced and Visionary Management Team
and Partners of the Affiliated Company with Proven Track Records
Our management team is led
by our co-founders Mr. Siguang Peng, Mr. Jishuang Zhao and Mr. Yupeng Guo, each of whom has more than 15 years of senior management experience.
Additionally, we formed a company (the “Affiliated Company”) focusing on cryptocurrency business, Met Chain Co., Ltd., in
which we hold a total of 24.3% equity interests as of the date of this annual report, with Mr. Zhijun Liu, Ms. Yunning Li, Mr. Manning
Liao, who have rich experience in the cryptocurrency and blockchain industries. For example, Mr. Zhijun Liu, who serves as a vice president
of Hummer Miner, a technology company with a focus on the development and manufacturing of cryptocurrency machines, has extensive experience
and expertise in the development of mining machines. Ms. Yunning Li, the former chief marketing officer of ChainPlus, has extensive experience
in the cryptocurrency industry.
With
their clear vision and long-term commitment to our business strategies, we have achieved success with our current business focus on mining
small-cap cryptocurrencies and significant revenue growth in the past few years. We believe that in the future we will continue to benefit
from our senior management team’s industry knowledge, diverse background and skills, and clear version for our ongoing development.
Growth
Strategies
Through
our subsidiaries, we plan to implement the following growth strategies:
Growing
Our Current Business Lines
We
believe that the cryptocurrency industry still has significant growth potentials, and we expect to continue growing our current cryptocurrency
business lines through increasing the number of mining machines in our fleet in the future. Benefiting from higher combined hash rate,
owning a large number of mining machines would allow us to increase our profitability derived from bitcoin mining when bitcoin prices
are high, and gain more bargaining power in mining machines resale and rental operations. Growing our current business lines can also
benefit us by further contributing to the diversification of our revenue streams and our continued growth and success.
Increasing
Research and Development Efforts
The
global cryptocurrency industry is characterized by rapid technological development and continual introduction of new models of mining
machines. We believe that our future success depends largely on our ability to mine cryptocurrencies at faster pace and with greater
computing power, lower energy costs, and lower environmental impact than our competitors.
Through the Affiliated Company,
we have participated in the design and development of equipment dedicated for mining machines and infrastructure, including high voltage
power supply, liquid-cooling systems, and hash boards. In the near future, we plan to continue investing in research and development through
our subsidiaries and the Affiliated Company and accumulate knowledge in the cryptocurrency industry. Specifically, we intend to design
and develop a proprietary model of ASIC mining machines dedicated to bitcoin mining. For details, see “— Research
and Development.”
To
empower our subsidiaries’ research and development capabilities, we plan to start expanding our subsidiaries’ research and
development team and upgrade their facilities for research and development in 2023. As of December 31, 2022, our subsidiaries had five
members in their research and development team. Our subsidiaries will aim to attract talented persons specialized in algorithm optimization,
software development, and mining machine design, and provide incentives to them for innovation, and continue building a strong research
and development team.
Offering
Crypto Asset Management Services
As the cryptocurrency industry continues to grow, we expect the market
demand for crypto asset management services to increase as investors are seeking to manage and grow the crypto assets they own. We plan
to gradually launch crypto asset management services to clients, such as crypto wallets, custody solutions, and trust services, in 2023
and 2024. We believe these services will be able to meet the needs to investor clients, as well as add to our services value chain.
Blockchain
and Cryptocurrency Mining Overview
Blockchain
is the ledger technology that underlies bitcoin and other cryptocurrencies. The concept was first introduced in 2008 in the form of an
anonymous whitepaper that laid out the purpose and the technology behind bitcoin. The first bitcoin was created in 2009.
A
blockchain is a decentralized, distributed and encrypted digital public ledger that stores information in a secure, verifiable and permanent
way. An advantage of blockchain over other database technologies is that it is completely decentralized, meaning that no entity or computer
owns and stores the full database, and blockchain guarantees the security of a record of data and generates trust without the need for
a trusted third party. Instead, the blockchain ledger is partially distributed across computers that act as nodes in a peer-to-peer network,
which requires every transfer or storage of information in the public ledger to be approved by the majority of nodes in the network.
A
cryptocurrency is a type of decentralized, encrypted digital asset that acts as a medium of exchange and/or store of value. Cryptocurrencies
are a popular application of blockchain technology, enabling transactions on the network to be settled, confirmed and stored in a distributed
public ledger through a process called mining. Cryptocurrencies are not backed by a central bank or governmental entity, have no physical
form and are usually not tied to a value index. Additionally, the supply of a cryptocurrency may be fixed. Bitcoin, for example, has
a maximum supply of 21 million bitcoin, which is expected to be reached in 2140 and after which no additional bitcoin will be minted.
Cryptocurrencies
have recently gained extensive mainstream attention as the cryptocurrency market value and adoption rates, both by retail and institutional
investors, have experienced accelerated growth. We believe bitcoin specifically continues to gain more trust from investors and financial
institutions as it demonstrates its fundamental role in the crypto economy, leading to many companies adopting bitcoin as an alternative
to cash on their balance sheets.
We
believe blockchain and cryptocurrencies serve multiple purposes and can make a significant impact across multiple business sectors. We
believe cryptocurrencies have numerous advantages over fiat currencies, although there are potential risk factors that are not present
with fiat currencies. Cryptocurrencies’ advantages include:
| ● | decentralized
store of value, supply of which may not be influenced by the monetary policy of governmental
authorities or financial institutions; |
| ● | providing
simplified and direct access to financial services; |
| ● | encrypted
and secure digital asset; |
| ● | immediate
settlement of transactions without relying on an intermediary financial institution; and |
| ● | cryptocurrency
can be converted to fiat currencies at prevailing market prices for the relevant cryptocurrency. |
Cryptocurrency
mining and miners
Cryptocurrency
mining is the process of using specialized and high-powered miners to solve advanced cryptographic math computations, verifying the authenticity
of such cryptocurrency transactions for the blockchain transaction public ledger. These solved math problems or authenticated transactions
are then combined into blocks, with these blocks having specific requirements in terms of size and proof-of-work, and later published
to the blockchain. A miner that verifies and solves a new block is awarded a portion of newly generated digital coins, which can then
be sold on the market to generate transaction fees and profits for the mining company or retained by the miner for future use.
The
bitcoin network goes through “halving events” during which the number of bitcoin that miners are awarded for processing a
block are reduced by 50%. On the bitcoin network, these events occur every 210,000 blocks (roughly every four years). There have been
three halving events to date on the bitcoin network. The initial award on the bitcoin network was 50 bitcoins per block. The current
award is 6.25 bitcoin per block. The most recent halving event occurred on May 11, 2020 and the next halving event will likely occur
in 2024. The halving mechanism results in an ever-decreasing issuance rate of bitcoin.
Mining
pools
An
individual miner’s daily expected rewards in mining a type of cryptocurrency are proportionate to its contribution to such cryptocurrency’s
aggregate hash rate on its network. However, given the nature of how mining process works, the chance of successfully mining blocks is
probabilistically determined by the law of large numbers and there is significant variance involved in mining, especially for individual
miners. To address this issue, miners have recently explored methods to increase their probability of being awarded coins by pooling
their processing resources into a “mining pool.” A mining pool is a platform where miners contribute their computing power
to jointly mine cryptocurrencies and share mining rewards in proportion to the amount of hashing power contributed by each participant.
By participating in a mining pool, a miner is more likely to receive a smaller, yet steady, stream of mining rewards. The mining pool
operator and the pool software arranges the pool in terms of miners’ hashing capacity, work conducted and rewards earned.
Mining
machines
Bitcoin
is mined on specialized computers that utilize an algorithm to guarantee the integrity of blocks in the blockchain using a specific hash
function to solve the algorithm. The hash function can be efficiently computed on a special mining device called ASIC using the SHA-256 cryptography
algorithm, which is the block hashing algorithm used by the bitcoin network to hash new blocks on the blockchain. SHA stands for Secret
Hash Algorithm, and it converts any input into a 32-byte output, creating output data hashes that always have 256 digits. The main
suppliers of bitcoin mining rigs are Bitmain and MicroBT, each of which control a significant amount of the market of mining machines,
with other major suppliers including Ebang and Canaan.
Mining
machines are rewarded in bitcoin and transaction fees in proportion to their processing contribution to the network. Mining machines
are relatively energy intensive and produce a high amount of heat. To operate mining machines efficiently at a low cost, mining companies
endeavor to procure low-cost energy sources and implement efficient cooling methods.
Performance
metrics
Network
hash rate
Mining
hardware conducts complex computations to verify transactions in the blockchain and is measured in “hash rate” or “hashes
per second.” “Hash rate” is defined as the speed at which a computer can take any set of information and turn it into
letters and numbers of a certain length, known as a “hash.” A “hash” is the computation run by mining hardware
in support of the blockchain; therefore, a miner’s “hash rate” refers to the rate at which it is capable of solving
such computations. The total hash rate is a measure of the computing power of the network. A participant in a blockchain network’s
mining function has a hash rate total of mining hardware deployed by such participant seeking to mine a specific digital asset and, network-wide,
there is a total hash rate of all miners seeking to mine each specific type of digital asset. If a mining participant has a higher total
hash rate than the blockchain network’s total hash rate, this participant generally sees a higher success rate in digital asset
rewards over time as compared to other mining participants with relatively lower total hash rates.
Mining
Difficulty
Mining
difficulty refers to the level of process power, or hash rate, required for solving and authenticating a complex cryptographic block.
Mining difficulty automatically adjusts by increasing or decreasing the computing requirement for verifying a block when there is a corresponding
increase or decrease in the total hash rate of a network. The higher the number of mining machines in the network effectively results
in a higher mining difficulty. As more processing power is added to the network, the difficulty increases.
The
process of solving a block in the bitcoin network is tied to ten-minute increments. As miners are added or removed from the network
and hash rate increases or decreases, difficulty must adjust periodically to maintain the ten-minute process. This periodic adjustment
occurs every 2,016 blocks, which occurs approximately every two weeks.
Bitcoin
Mining Operations
Mining
Machines
As
of the date of this annual report, our subsidiaries own a total of 1,754 mining machines, which our subsidiaries rely upon for their
day-to-day business activities. Among all mining machines owned, a total of 1,754 miming machines are currently under operation, hosted
at three different sites managed by a facility operator.
Set
forth below is a summary of each model of bitcoin mining machines our subsidiaries own as of the date of this annual report:
| |
Model | |
Total Mining Machines
Hosted and Under Operation | |
1 | |
Bitmain
Antminer S19 90TH/S | |
| 147 | |
2 | |
Bitmain
Antminer S19j Pro 100TH/S | |
| 1,335 | |
| |
Bitmain
Antminer S19 XP 140TH/S | |
| 272 | |
| |
Total: | |
| 1,754 | |
With
their mining machines, our subsidiaries mined cryptocurrencies of an aggregate value of nil, nil and US$2.4 million for the fiscal years
ended December 31, 2020, 2021 and 2022, respectively. As of December 31, 2022, our network hash rate for all mining machines operated
was 38PH/S.
Suppliers
Our
subsidiaries value the quality and computing power of their mining machines and, as such, our subsidiaries carefully evaluate the potential
suppliers. In particular, our subsidiaries take into account factors including, but not limited to, a potential supplier’s operating
history, operational scale, industry reputation, product quality, quality control effectiveness, technological expertise, pricing, reliability,
and customer services. Our subsidiaries do not maintain strategic framework agreement or long-term procurement agreement with any of
the suppliers, and our subsidiaries purchase raw materials from the suppliers on an order-by-order basis. Despite that, during the fiscal years
ended December 31, 2020, 2021 and 2022, our subsidiaries did not experience any significant difficulties in procuring mining machines.
For the fiscal year ended
December 31, 2020, we did not source mining machines from any suppliers. For the fiscal year ended December 31, 2021, AGM Technologies
Ltd and Bitmain Technologies Ltd were our main suppliers for the mining machines used in our bitcoin mining operations, representing our
purchase in the amount of $6.9 million and $2.6 million, or 63.1% and 24.0%, out of the total mining machines purchased for use in our
bitcoin mining operations, respectively. For the fiscal year ended December 31, 2022, AGM Technologies Ltd and Bitmain Technologies Ltd
were our main suppliers for the mining machines used in our bitcoin mining operations, representing our purchase in the amount of $7.9
million and $1.7 million, or 81.9% and 18.1% out of the total mining machines purchased for use in our bitcoin mining operations, respectively.
Hosting
Facilities
A
hosting facility functions as a storage facility where mining machines mine cryptocurrencies. Hosting facilities are owned and operated
by third parties, with whom we enter into agreements for the hosting of our subsidiaries’ mining machines. We select sites for
hosting facilities to place and operate our subsidiaries’ mining machines based on criteria including but not limited to:
| ● | favorable
local laws and regulations on cryptocurrency mining activities; |
| ● | low
land and electricity costs to reduce mining expense for our subsidiaries’ mining activities; |
| ● | political
stability of surrounding area; and |
| ● | local
tax policies on income generated from mining activities. |
Through
our subsidiaries, we currently manage and operate our mining machines at three hosting facilities operated by a hosting facility owner
in Jellico, Tennessee, Cumberland, Kentucky, and New Tazewell, Tennessee, respectively. The third-party facility operator also equips
these mining farms and facilities with supporting staff to trouble shoot basic everyday technical difficulties. As of December 31,
2022, among all the machines owned by our subsidiaries, 1,482, or approximately 84.5% of the total 1,754 mining machines, were under
operation.
The
following chart sets forth the details of the hosting facilities with the location of our subsidiaries’ mining machines as of December 31,
2022:
|
|
Location |
|
Total Mining
Machines
Hosted |
|
|
Machines
Under
Operation |
|
|
Machines Not
Under Operation |
|
1 |
|
131 Douglas Ln, Jellico, TN 37762 |
|
|
320 |
|
|
|
320 |
|
|
|
- |
|
2 |
|
328 Chad Yard Rd, Cumberland, KY40823 |
|
|
1,162 |
|
|
|
1,162 |
|
|
|
- |
|
3 |
|
3785 Tennessee 33, New Tazewell, TN, 37825 |
|
|
272 |
|
|
|
- |
|
|
|
272 |
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total: |
|
|
1,754 |
|
|
|
1,482 |
|
|
|
272 |
|
Mining
Pools
A
mining pool is a platform where miners contribute their computing power to jointly mine cryptocurrencies and share mining rewards in
proportion to the amount of hashing power contributed by each participant. In a mining pool, the mining process is repeated a large number
of times by all of its participants. By aggregating every participant’s hash power, it is more likely for the mining pool to successfully
mine any particular block. Mining pools can therefore mutualize the risk of mining and participants can share mining rewards on a pro
rata basis depending on each miner’s contribution to computing power to the pool.
Through our subsidiaries, we mine bitcoins exclusively through participating
in mining pools. We currently participate in two mining pools, BTC.com pool, and F2Pool, for bitcoin mining. For the fiscal years ended
December 31, 2020 and 2021, we did not participate in any mining pools. For the fiscal year ended December 31, 2022, we mined 77.3922
bitcoins from participating in BTC.com pool, and 7.5716 bitcoins from participating in F2Pool. For the same year, we paid 0.5% of total
bitcoins mined, or 0.3870 bitcoins, to BTC.com pool as pool fees, and 0.5% of total bitcoins mined, or 0.0379 bitcoins, to F2Pool as pool
fees.
Mining
Results
Through
our subsidiaries, we started our bitcoin mining operations in 2022. In one respect, we measure the success of our operations by the value
of the bitcoins our subsidiaries earn from their mining activities. We believe in the long term growth potential of bitcoins, and we
tend to hold most of the bitcoins our subsidiaries mine. Nevertheless, as our subsidiaries continue to produce bitcoins, our subsidiaries
may from time to time exchange bitcoins for fiat currency such as U.S. dollars to generate cash flow to fund our business operations,
subject to a combination of market and operational conditions. As of the date of this annual report, we do not have a policy in place
regarding when and how we will exchange our mined bitcoins for fiat currency and through what exchange. Currently, we do not maintain
agreements with any third-party exchange on which we exchange cryptocurrencies into fiat currency.
As
of the date of this annual report, we store all of our bitcoins in hot wallets. A hot wallet refers to any cryptocurrency wallet that
is connected to the internet. Generally, hot wallets are easier to set up and access as compared to wallets in cold storage, but they
are also more susceptible to hackers and other technical vulnerabilities. Cold storage is generally more secure than hot storage, but
is not ideal for quick or regular transactions. In the near future, we intend to switch a portion of our bitcoin storage to cold wallets
and use a combination of hot wallets and cold wallets for bitcoin storage in the future. We take a series of precaution measures to protect
our bitcoins, including opening accounts on reputable and reliable exchanges, setting up complex passwords and changing passwords on
a frequent basis, adopting two-factor authentication for log-in, avoid using public Wi-Fi for account access, and staying informed of
latest cybersecurity threats.
In the fiscal years ended December 31, 2020 and 2021, we did not mine
any bitcoin. In the fiscal year ended December 31, 2022, we mined a total of 84.9638 bitcoins, generating revenue in the amount of US$2.5
million. In the same fiscal year, we exchanged a total of 86.5039 bitcoins for fiat currency, with an average selling price of US$25,295
per bitcoin, and our electricity costs per bitcoin mined was US$2.9 million in 2022. As of December 31, 2022, our network hash rate for
all mining machines operated was 140PH/S.
Mining
Machines Resale
In addition to bitcoin mining, we also resell mining machines to generate
revenue and cash flows and diversify our income streams. We have maintained business relationship with a major mining machine manufacturer,
AGM Technologies Ltd, from which we source mining machines on an order-by-order basis, often at prices lower than market prices. We will
then resell mining machines when there is a shortage of machines available in the market and resale prices are higher.
In the fiscal years ended December 31, 2020 and 2021, we did not engage
in mining machines resale operations. In the fiscal year ended December 31, 2022, we sold 944 bitcoin mining machines in total, with models
including Antminer S19XP, Antminer L7 9050 and Antminer L7 8800, to customers, generating revenue in the amount of US$8.82 million, or
74.5% of our total revenue for the fiscal year ended December 31, 2022, representing gross margin of 39.3%.
For the fiscal year ended
December 31, 2020 and 2021, we did not source any machines for our mining machines resale operations. For the fiscal year ended December
31, 2022, Skyline II Acquisition Corporation and Bitmain Technologies Ltd were our main suppliers for our mining machines resale operations,
representing purchase from us in the amount of $3.4 million and $1.8 million, or 64.6% and 35.4%, respectively, out of the total mining
machines sold.
We
enter into sales orders with mining machine purchasers. For the fiscal year ended December 31, 2020 and 2021, we did not sell any mining
machines. For the fiscal year ended December 31, 2022, we sold mining machines to a total of three customers, and purchase from DGC Gaming
Advisory Limited, New Digital Trading Company Limited, and Morgogo Company Limited constituted 47.1%, 31.4%and 21.5% of our total sales,
respectively.
Mining
Machines Rental
From
time to time, we seek to rent out a greater percentage of our fleet at times when bitcoin prices are lower to generate cash flow. Given
the fluctuating nature of bitcoins, we seek to rent out our machines for a short period of time and under a few months. We enter into
a rental agreement with customers for rental fees calculated based on the total bitcoins mined and the customers will bear the costs
of electricity used in such machines’ mining activities. The mining machines rented out will not be physically transferred to the
customers’ premises and will still be operated at our hosting facilities.
In October and November 2022, 1,200 mining machines, representing 68.4%
of our total mining machines, was rented out to customers. For the fiscal year ended December 31, 2022, we generated US$0.62 million in
revenue from mining machines rental business, representing 5.3% of our total revenue for the fiscal year ended December 31, 2022. In the
same fiscal year, we generated rental fees in the amount of US$0.62 million from one customer, Lobo Group Limited, representing 100% of
total rental fees generated.
Research
and Development
Research
and development is key to our future innovation and business growth, and we intend to devote significant resources in the research and
development of products and services complementary to our bitcoin mining operations.
We
also place a strong emphasis on building our subsidiaries’ research and development team. As of December 31, 2022, the operating
entities employed a total of five full-time PRC individuals in their research and development team. Many members of the operating entities’
research and development team have prior work experience in blockchain and cryptocurrency and information technology.
Currently,
the operating entities’ research and development team devotes most of their efforts in developing a proprietary model of ASIC mining
machines dedicated to bitcoin mining, utilizing ASIC chips developed and launched by Intel. We expect to launch our proprietary ASIC
machines by October 2023.
Marketing
and Branding
We
rely primarily on word-of-mouth referrals as a marketing tool for our business and for the fiscal year ended December 31, 2022, all of
the operating entities’ clients have come through referrals from existing clients. As of the date of this annual report, we have
three members in our marketing and branding team.
Our marketing team also connects
with potential customers through organizing and participating in cryptocurrency events and conferences, and maintains relationship with
existing customers through visits and social events.
Environmental Initiatives
For the fiscal years ended December 31, 2020, 2021 and 2022, the total
electricity fees we paid in connection with bitcoin mining operations were nil, nil and US$2.9 million, respectively, and the costs per
kilowatt hour for the respective period was nil, nil and US$0.08 per kWh.
We are aware of the amount
of energy the operating entities use in their business activities and we intend to expand our energy-saving efforts in the future. Specifically,
we intend to develop products complementary to our operations that are able to provide greater energy efficiency. Furthermore, accessibility
and availability of renewable energy has always been and will continue to be a significant factor in our evaluation process for selecting
the sites of operations. We believe that growing with sustainability is important for our success in the long run.
Properties and Facilities
Through Meten Education (Hong Kong) Limited, we lease the properties
for our principal executive offices, which are located in Shenzhen, China, with an aggregate floor area of approximately 1,600 square
feet. We believe that the properties we currently lease for our executive offices are adequate to meet our needs for the foreseeable future.
We have entered into an agency
agreement with Meten Service USA Corp., an unrelated third party (“Meten Service”), pursuant to which we authorize Meten Service
to enter into hosting agreements on our behalf. On January 11, 2022, Meten Service entered into a hosting agreement with an unrelated
third party facility owner for hosting our mining machines at the facilities owned by such third party in Jellico, Tennessee, Cumberland,
Kentucky and New Tazewell, Tennessee. Under the hosting agreement, we are authorized by the facility owner to occupy and operate mining
machines at its premises, in consideration for a variable monthly charge calculated based on the amount of electricity used by the mining
machines on such premises, as well as other types of fees as they incur, such as security deposits, installation fees, removal fees and
storage fees. The agreement was entered into on January 10, 2022 and effective until January 10, 2025. The third-party facility owner
does not maintain any insurance for interruption of service or damage to miners.
We intend to enter into leases
or purchase properties through the operating entities in connection with the expansion of our business in the future, and we believe
that suitable additional space will be available in the future on commercially reasonable terms to accommodate our current expansion
plans.
Intellectual Property
We do not currently own any
intellectual properties in connection with our existing technologies. However, we may in the future rely upon patents, trade secrets,
trademarks, service marks, trade names, copyrights or other intellectual property rights. In addition, we expect to continue developing
our technologies to enhance our operational efficiency.
Competition
Mining is a constantly evolving
business with a wide range of competition. Broadly, we compete with other companies that focus on mining bitcoin at a large scale. We
face competition based on securing low-cost, reliable and renewable power, purchasing mining machines and other essential technology,
buying or leasing sites to host our mining machines and ultimately producing hash rate. We also face competition in the ability to raise
capital and hire qualified personnel.
Our competitors vary from
solo enthusiasts to large corporations with significant scale of operations, including their own data centers. We compete with respect
to hash rate, access to low-cost renewable power, operational efficiency, technological innovation and return on investment. We
believe the recent increase in market prices for bitcoin and other digital assets has allowed new competition to enter the market and
allowed existing competitors to access the requisite capital required to quickly scale their operations through large power contracts
and additional miners. We expect this trend to continue as bitcoin and other digital assets continue to appreciate in value.
We believe that we have several
competitive advantages that will be maintained and extended through execution of our strategy, including growing technology capacities,
strong marketing team, and a leading management team. However, some of our competitors may have more resources than we do, and may be
able to devote greater resources than we can to expand their business. With respect to our mining machines rental business and services
offerings we expect to launch in the future, including crypto asset management services, we intend to offer competitive prices to attract
more customers and enhance competitiveness.
Proof-of-stake networks also
serve as competition to the bitcoin blockchain. As proof-of-stake algorithms create new blocks in a blockchain without resource
intensive calculations to validate transactions, companies with significant advantages in terms of scale or low-cost power may be
less competitive on a proof-of-stake network.
Employees
We had 3,721, 1,229 and 16 full-time employees as of December
31, 2020, 2021 and 2022, respectively. The number of full-time employees as of December 31, 2020 and 2021 also includes the employees
of the former VIEs. The following table sets forth the number of our employees by function as of December 31, 2022:
Function |
|
Total |
|
Management |
|
|
4 |
|
General and administration |
|
|
12 |
|
Total |
|
|
16 |
|
All of our 16 employees reside in the PRC. Our officers, including
our chief executive officer, Siguang Peng, and our acting chief financial officer, Yupeng Guo, reside in the PRC.
We believe that our success
and continued growth depend on our ability to attract, retain, and motivate qualified employees. Through our subsidiaries, we offer our
employees competitive salaries, comprehensive training, and other fringe benefits and incentives. We believe that through our subsidiaries,
we maintain a good working relationship with our employees, and we have not experienced any material labor disputes or work stoppages.
None of our employees or PRC individuals are represented by labor unions, and no collective bargaining agreement has been put in place.
Through our subsidiaries,
we enter into standard employment agreements, non-compete agreements, and confidentiality agreements with our employees. Our employees
are not covered by any collective bargaining agreement. We believe that we maintain a good working relationship with our employees, and
we have not experienced any significant labor disputes as of the date of this annual report.
Seasonality
Mining machines are relatively
energy intensive and produce a high amount of heat. Typically, machines operate more efficiently in the colder seasons when operators
do not need to utilize as many cooling methods. Additionally, dry seasons may lead to a shortage in power supply, which can negatively
impact the business operations of the operating entities if they experience power supply interruption. See “Item 3. Key Information—D.
Risk Factors — Risks Related to Our Business and Industry — As the operating entities develop their blockchain
and cryptocurrency business, our total revenue and cash flow will become materially dependent on the market value of digital assets and
the volume of digital assets received from our mining efforts. If such market value or volume declines, our business, operating results
and financial condition would be adversely affected.”
Results of our business operations
are largely influenced by the market value of bitcoins, and bitcoin bears and bulls are tied to its halving schedule. For details on
halving, see “Item 3. Key Information—D. Risk Factors — Risks Related to Our Business and Industry — The
reward for adding new blocks to the bitcoin blockchain is subject to halving, and the value of bitcoin may not adjust to compensate us
for the reduction in the rewards we receive from our mining efforts.”
Insurance
We and our subsidiaries do
not currently maintain any commercial insurance. As such, we are susceptible to losses including property damage, accidents, or liabilities.
In the event that such damages are substantial, we may experience materially negative impact on our business operations, financial condition,
and results of operations. See “Item 3. Key Information—D. Risk Factors — Risks Related to Our Business
and Industry — The operating entities’ mining operations, including the sites in which their mining machines are
operated or that are currently under construction, may experience damages, including damages that are not covered by insurance.”
Legal Proceedings
We may from time to time
be subject to various legal or administrative claims and proceedings arising in the ordinary course of our business. We are not, and
none of our subsidiaries is, a party to any litigation, arbitration or administrative proceedings that we believe would, individually
or taken as a whole, have a material adverse effect on our business, financial condition or results of operations, and, insofar as we
are aware, no such litigation, arbitration or administrative proceedings are pending, threatened, or contemplated. Litigation or any
other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial costs and diversion of our resources,
including our management’s time and attention.
Prior Business Operations
On October 20, 2022, pursuant
to the terms of the VIE contractual arrangements, Zhuhai Meten and Zhuhai Likeshuo unilaterally terminated their respective contractual
arrangements with 30-day advanced notices to their respective former VIEs. The termination of the VIE contractual arrangements were effective
on November 19, 2022. As the VIE structure has been unwound, the financial results of the VIEs and their subsidiaries are no longer consolidated
into the Company’s financial statements after the effective date. As of the date of this annual report, the operating entities
only operate cryptocurrency mining business in the U.S., and we no longer provide ELT services, which services were provided by the former
VIEs. The following are descriptions of the former VIEs’ business, and the operating results of which were consolidated into the
Company’s financial statements prior to November 19, 2022.
Through
the former VIEs, we were an ELT service provider in China. China’s ELT market is segmented into general ELT, test-oriented ELT
and after-school language training sectors. The former VIEs offered a comprehensive ELT service portfolio comprising of general adult
ELT, junior ELT, overseas training services, online ELT and other English language-related services to students from a wide range of
age groups. The former VIEs conducted their business through offline-online business model designed to maximize compatibility within
their business segments in order to scale up at relatively low costs.
As of November 22, 2022,
the former VIEs had a nationwide offline learning center network of 17 self-operated learning centers covering seven cities in two
provinces, autonomous regions and municipalities in China, and one franchised learning center in China. Leveraging their experience gained
from operating offline learning centers, the former VIEs launched the online English learning platform “Likeshuo” in 2014
to further expand their service reach to a larger student base. As of November 22, 2022, the former VIEs had approximately 2.09 million
registered users on the “Likeshuo” platform and cumulatively over 485,000 paying users who purchased their online ELT courses
or trial lessons. As of the same date, the cumulative number of student enrollments for the former VIEs’ online ELT courses since
2014 was approximately 230,000 and the former VIEs had delivered over 6.0 million accumulated course hours to the students online. The
former VIEs took advantage of their business model of combining offline learning center network and online platform to deepen their market
penetration and further develop their business.
The
former VIEs’ qualified personnel, centralized management system driven by artificial intelligence, and technical expertise enabled
the former VIEs to create a learning environment that caters to the specific learning demands of the students. The former VIEs had a
high-caliber teaching staff and an experienced content development team, who were supported by the former VIEs’ centralized teaching
and management systems to optimize the students’ learning experiences. As of November 22, 2022, the former VIEs had a team of 524
full-time teachers, study advisors and teaching service staff, of which 245 were study advisors and teaching service staff for our offline
and online businesses. As of the same date, the former VIEs also had 40 full-time and part-time foreign teachers from English-speaking countries
for the offline ELT services. The former VIEs had a dedicated content development team focusing on developing practical and innovative
education materials independently and in collaboration with strategic partners. The former VIEs had built highly centralized and scalable
management systems to manage teaching, marketing, finance and human resources activities across offline and online businesses. In addition
to management systems, the former VIEs had made significant investments in developing platforms and systems to support teaching activities.
For example, the former VIEs utilized the intelligent tracking and learning coaching function of artificial intelligence-driven teaching
management systems to record and analyze the students’ real-time learning process and personalize the course content to address
the students’ learning needs.
Education Services
The
former VIEs offered a comprehensive portfolio of English language learning and training services covering a full spectrum of student
age groups, including general adult ELT, junior ELT, overseas training services, online ELT and other English language-related services.
The former VIEs’ offline strong track record of helping students improve English language skills through high-quality courses
made their programs popular in China. From 2019 to December 31, 2022, the former VIEs generated all their revenue from their operations
in the PRC. The following table sets forth the breakdown of student enrollment at former VIEs’ self-operated learning centers by
service type for the periods indicated.
| |
Student
Enrollment(1)(2) | |
| |
For the Year Ended December 31, | |
| |
2020 | | |
2021 | | |
2022 | |
General adult ELT | |
| 11,337 | | |
| 8,065 | | |
| 4,034 | |
Junior ELT | |
| 10,503 | | |
| 8,519 | | |
| 2,278 | |
Overseas training services | |
| 5,527 | | |
| 6,967 | | |
| 5,122 | |
Online ELT(3) | |
| 42,943 | | |
| 40,516 | | |
| 30,825 | |
Total | |
| 70,310 | | |
| 64,067 | | |
| 42,259 | |
(1) |
The number of student enrollments represents the number of actual new
sales contracts entered into between us and our students, excluding the number of refunded contracts and contracts with no revenue
generated during a specified period of time. |
(2) |
The number of student enrollments does not include the number of paying
users of the “Shuangge English” App under the other English language-related services. |
(3) |
Student enrollment in the online ELT represents the total number of
student enrollments on the online “Likeshuo” platform. |
The following table sets
forth the breakdown of revenue and percentage by service type at the former VIEs’ self-operated learning centers for the periods
indicated.
| |
For the Year Ended December 31, | |
| |
2020 | | |
2021 | | |
2022 | |
| |
RMB | | |
% | | |
RMB | | |
% | | |
RMB | | |
% | |
| |
(in thousands, except for percentages) | |
General adult ELT(1) | |
| 333,500 | | |
| 37.2 | | |
| 176,795 | | |
| 24.3 | | |
| 53,526 | | |
| 16.8 | |
Overseas training services | |
| 130,567 | | |
| 14.6 | | |
| 151,110 | | |
| 20.7 | | |
| 75,989 | | |
| 23.9 | |
Online ELT | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
For adults | |
| 203,546 | | |
| 22.7 | | |
| 207,571 | | |
| 28.5 | | |
| 103,342 | | |
| 32.5 | |
For juniors | |
| 64,175 | | |
| 7.2 | | |
| 56,608 | | |
| 7.8 | | |
| 15,303 | | |
| 4.8 | |
For international test preparation | |
| 19,820 | | |
| 2.2 | | |
| 18,147 | | |
| 2.5 | | |
| 8,981 | | |
| 2.8 | |
Japanese, Korean and Spanish | |
| 2,174 | | |
| 0.2 | | |
| 8,026 | | |
| 1.1 | | |
| 4,956 | | |
| 1.6 | |
Subtotal | |
| 289,715 | | |
| 32.3 | | |
| 290,352 | | |
| 39.8 | | |
| 132,582 | | |
| 41.7 | |
Junior ELT | |
| 130,348 | | |
| 14.5 | | |
| 97,984 | | |
| 13.4 | | |
| 53,167 | | |
| 16.7 | |
Other English language-related services(2) | |
| 12,905 | | |
| 1.4 | | |
| 12,755 | | |
| 1.8 | | |
| 2,580 | | |
| 0.9 | |
Total | |
| 897,035 | | |
| 100.0 | | |
| 728,996 | | |
| 100.00 | | |
| 317,844 | | |
| 100.0 | |
(1) |
Includes revenue from international standardized test preparation,
overseas study application services and short-term study abroad programs. |
(2) |
Comprise primarily of (i) revenue from the “Shuangge English”
App, which had over 814, 79 and no paying users for the years ended December 31, 2020, 2021 and 2022, respectively; and (ii) the
franchise fees the former VIEs received from the franchised learning center under the “Meten” brand. |
General Adult ELT
The former VIEs’ general
adult ELT was primarily designed for students over 15 years of age, which were offered at the former VIEs’ learning centers across
the PRC. For details on the learning centers, see “— Offline Network.” The courses mainly focused on helping students
learn to use English for personal improvement or professional use through close and frequent interaction with the former VIEs’
teachers in an engaging environment. General adult ELT was a major component of the former VIEs’ business in terms of student enrollment
and revenue. In 2020, 2021 and 2022, general adult ELT segment had 11,337, 8,065 and 4,034 students enrolled, respectively, and generated
revenue of RMB333.5 million, RMB 176.8 million, and RMB53.5 million (US$7.8 million), respectively.
The former VIEs primarily
delivered courses in small class sizes, including one-on-one, one-on-four and one-on-ten classes. The former VIEs had mainly offered
(i) the practical spoken English curriculum, to help students master spoken English for personal improvement or professional use
with a focus on practicing pronunciation, expanding vocabulary and improving communication skills; and (ii) the practical business
English curriculum, which catered to young professionals by focusing on practicing English in numerous practical business settings. A
general adult ELT session typically lasted for 55 minutes.
Starting in 2018, the former
VIEs had upgraded the general adult ELT by introducing the “Explore Curriculum,” which was built on the practical spoken
English curriculum and expanded to cover more comprehensive ability training. The curriculum consisted of the former VIEs featured “4P
courses,” which were language proficiency, presentation, pronunciation and project-based learning, to address the training
of the students’ “4C” abilities, namely, communication ability, critical thinking ability, creativity and collaborative
skills. The curriculum used the former VIEs’ effective teaching methodology and learning assessment technologies which were a hallmark
of all of the courses. The “Explore Curriculum” was developed through strategic collaboration with the National Geographic
Learning (NGL), a renowned global platform for English language teaching and learning. Beginning in 2018, the former VIEs began gradually
replacing the practical business English curriculum with the “Explore Curriculum” as part of the ongoing curriculum updates.
As of May 2019, the former VIEs had implemented the “Explore Curriculum” for the general adult ELT business at all of the
self-operated learning centers and franchised learning center.
The former VIEs relied on
advanced technologies to effectively offer training services to the students. For general adult ELT, the former VIEs combined offline
courses with online materials and customized assessments available in the former VIEs’ self-developed PIES App to optimize
students’ learning experiences. The PIES App relied on artificial intelligence to provide online personalized learning and combined
online learning with offline course offerings to improve students’ overall English language ability. In addition, the former VIEs
applied an intelligent tracking and learning assessment system to record and analyze the real-time learning dynamics of the students
in order to improve course arrangements for better learning experiences of the students.
Overseas Training Services
The former VIEs provided
comprehensive overseas training services for students planning to take international standardized tests and/or study abroad. Such services
comprise international standardized test preparation courses and overseas study application and study abroad services. In 2020, 2021
and 2022, the number of student enrollments in overseas training services was approximately 5,527, 6,967 and 5,122, respectively, which
generated revenue of RMB130.6 million, RMB151.1 million and RMB76.0 million (US$11.0 million) for the respective period.
International Standardized
Test Preparation. The former VIEs primarily focus on providing training services to students aged 12 and above who are preparing
for TOEFL, IELTS, SAT and ACT, among other international standardized tests. The former VIEs had an aggregate of more than 24,000 students
enrolled since they introduced such services in 2011. Courses were offered in a one-on-one setting to address students’ individualized
learning needs and achieve the optimal learning outcomes for each student. A test preparation course is typically two hours. The
former VIEs also utilized their self-developed iManager system, an intelligent analysis and evaluation system, to analyze students’
learning progress and collect student feedback to enhance the quality of teaching services.
Overseas Study Services. The
former VIEs offered overseas study application services and short-term study abroad programs for students interested in obtaining
overseas education. For students planning to obtain overseas education, the former VIEs provided step-by-step overseas study application
services, which covered consultation and planning, college major selection, preparation of application documents and visas, as well as
campus tours. As of November 22, 2022, the former VIEs had provided customized overseas study application services to approximately 2,000
students. The former VIEs also leveraged their self-developed iFuture system to help students access teachers for study consultation
and keep track of the application process. The former VIEs offered short-term study abroad programs to expose students to the culture
and language environment in various native English-speaking countries.
Online ELT
Leveraging the former VIEs
experience in providing offline ELT, the former VIEs initiated the online ELT platform, “Likeshuo,” in 2014 to further diversify
and expand their ELT service lines and market coverage.
Through the “Likeshuo”
platform, the former VIEs offered online live streaming English courses on their websites or in the “Likeshuo” App accessible
on mobile devices and tablets. The former VIEs utilized the intelligent course scheduling function on their self-developed “Likeshuo”
platform to give online users the flexibility to design their own studying plans. An online ELT course hour was typically 45 minutes.
As of November 22, 2022, the former VIEs had approximately 2.09 million registered users on the “Likeshuo” platform. Since
the launch of “Likeshuo” and up to November 22, 2022, the former VIEs had cumulatively over 485,000 paying users who purchased
the online ELT courses or trial lessons. As of November 22, 2022, the cumulative number of student enrollments in the online ELT since
2014 was approximately 230,000 and the former VIEs had delivered over 6.0 million accumulated course hours to students online. For the
paying users of the online English language business, the average course fee per student (also known as average spending) for the fiscal
year ended December 31, 2022 was approximately RMB9,000. The revenue generated from online ELT was RMB289.7 million, RMB290.4 million
and RMB132.6 million (US$19.2 million) for the years ended December 31, 2020, 2021 and 2022, respectively. Certain refund policies were
applicable to the online ELT. See “—Pricing and Refund Policies” for details.
The former VIEs currently
offer four types of live streaming English language courses on the “Likeshuo” platform, including:
|
● |
English for Adults. The former VIEs had developed a comprehensive
lessons database covering more than 18 topics in over 5,000 real-life English-speaking scenarios to train students’
practical English language abilities. The curriculums were primarily designed for students aged over 15, which included basic
English grammar, basic spelling skills, English speaking, English for travel and English for interviews. The former VIEs primarily
offered small classes with up to 15 students per class. The former VIEs’ high-caliber teaching staff for the online adult English
language courses consisted of local teachers and foreign teachers from native English-speaking countries, including the United
States, the United Kingdom, Australia and Canada. The former VIEs had established a deep pool of approximately 45,000 teachers who
have registered with the “Likeshuo” platform and are accessible by the students online, including approximately 19,000
foreign teachers. |
|
● |
Junior English. The former VIEs developed an online ELT
program primarily designed for young learners aged five to 12, which allowed them to learn English anytime anywhere via the
former VIEs’ website or in the “Likeshuo” App. The former VIEs primarily offered small classes with up to four
students per class. The former VIEs engaged foreign teachers from native English-speaking countries to deliver customized courses
to help stimulate students’ interest in speaking and learning English. The former VIEs generally used teaching materials from
native English-speaking countries to improve young learners’ English proficiency by offering them the most relevant courses
based on their ages and proficiencies; |
|
● |
International Test Preparation. The former VIEs provided
online international test preparation training services for students who plan to take the SAT, ACT, TOEFL and IELTS, among other
standardized tests. The former VIEs primarily offered one-on-one online courses that were taught by highly experienced teachers,
although students could also choose to have courses taught in small classes of usually two to four students per class; and |
|
● |
English for Professionals. The former VIEs tailored this
curriculum for people who wanted to improve their business-related English language skills. The former VIEs typically offered
one-on-one private lessons and incorporate up-to-date and practical real-life English content, such as pop culture and
various business activities to ensure students enjoy the lessons while increasing their competitiveness in their workplaces. |
Junior ELT
The former VIEs’ junior
ELT courses were mainly designed for students aged six to 18, with the goal of improving their communication ability, critical thinking
and creativity by offering an integrated curriculum to cater to their learning demands. For the fiscal year ended December 31, 2022,
the former VIEs had a student enrollment of 2,278 in junior ELT (including the student enrollment of ABC Education Group, which was acquired
in June 2018). For the years ended December 31, 2020, 2021 and 2022, our revenue generated from junior ELT was RMB130.3 million,
RMB98.0 million and RMB53.2 million (US$7.7 million), respectively.
The former VIEs offered various
fundamental and value-added courses to improve junior students’ English language skills, creative and critical thinking, appreciation
of culture and values, as well as English test-taking skills. The former VIEs strategically limited the class size to ten to 15 students
per class to ensure the quality of course offerings and effectively engage the students in group discussion. A junior ELT course hour
under the “Meten” brand typically was 55 minutes. An ELT course hour under the “ABC” brand was typically one
hour.
The fundamental courses under
the “Meten” brand included Art of Language, Presentation and Project Management courses. In Art of Language courses, the
aim was to stimulate the students’ lasting curiosity and passion for English language learning by actively engaging them in various
English speaking, listening and reading activities. In Presentation courses and Project Management courses, the focus was on practical
training and improving junior students’ problem-solving abilities, leadership skills and team working abilities in presentations
and project-based discussions. The former VIEs also provided complementary Pronunciation and Master Learner courses as value-added
services for students who attended the fundamental courses to improve their English pronunciation skills and teach effective English
learning technics. The former VIEs’ courses under the “ABC” brand aimed to improve the students’ English listening,
speaking, reading and writing abilities through various phonetic alphabet, pronunciation and presentation trainings in an engaging and
interactive environment.
In connection with junior
ELT, the former VIEs applied self-developed MTS system to assess the results of course offerings for junior students. The former VIEs
had designed two user interfaces in the MTS App for students and parents for their respective access to the course content and information.
The MTS App was a student service portal through which students could access files, online homework, collection of questions and communication
between home and school to improve their learning experience. On the MTS App, students could access online English practice and tests
assigned to them on the student interface and parents can view the course schedules and keep track of their children’s learning
progress on the parent interface. The MTS system also recorded students’ learning progress and incorporated comprehensive assessments
to evaluate students’ improvement from the entry level to more advanced levels.
Japanese, Korean and Spanish Language Training
Services
To further broaden the former
VIEs’ service offering, in the first quarter of 2020, the former VIEs launched online Japanese, Korean and Spanish language training
services with a leading Japanese education brand in China, which catered predominantly to corporate customers. In the fiscal years ended
December 31, 2020, 2021 and 2022, the revenue derived from Japanese, Korean and Spanish language training services was RMB 2.2 million
and RMB8.0 million and RMB5.0 million (US$0.7 million), respectively.
Other English Language-Related Services
In addition to the major
ELT services, the former VIEs also offered English language-related services. The former VIEs launched the “Shuangge English”
App in 2014 to offer other English language-related services, which applied cutting-edge voice evaluation technology to improve
students’ listening, speaking and reading abilities. The former VIEs also received franchise fees for the franchised learning center.
For details, please see “— Offline Network.”
Offline Network
The former VIEs established
an extensive network of self-operated and franchised learning centers to provide students with comprehensive education services.
As of November 22, 2022,
the former VIEs had established a nationwide network of 18 learning centers covering eight cities in three provinces, autonomous regions
and municipalities in China. The former VIEs directly operated 17 learning centers covering seven cities in two provinces, autonomous
regions and municipalities in China, and have one franchised learning center in China. The following table sets forth the total number
of learning centers in each province, autonomous region and municipality as of November 22, 2022.
Province, Autonomous Region and Municipality | |
Number of Learning Center | |
Self-operated learning centers under the “Meten”
brand | |
| |
Guangdong | |
| 15 | |
Sichuan | |
| 2 | |
Subtotal | |
| 17 | |
Franchised learning center under the “Meten” brand | |
| | |
Fujian | |
| 1 | |
Total | |
| 18 | |
The former VIEs provided
offline ELT at their learning centers. Each of the self-operated learning centers was managed by a principal, who was responsible
for the daily operations, customer service and marketing activities of the learning center.
The self-operated learning
centers were generally located in shopping centers and office buildings where there was frequent customer traffic. Each learning center
generally occupied between 200 to 3,000 square meters in gross floor area, with functional areas including classrooms, office space,
cafes, studios and student activity areas. The former VIEs leased substantially all of the learning centers as of November 22, 2022.
In addition to the self-operated learning
centers, the former VIEs utilized a franchise business model to increase market penetration. The former VIEs applied stringent standards
in the selection of franchisees and require the franchisees to adopt centralized management systems to monitor the daily operations at
the franchised learning center under the “Meten” brand in order to ensure the consistent delivery of high-quality services
to the students. As of November 22, 2022, the former VIEs had one franchised learning center in operation under the “Meten”
brand in China.
The former VIEs expected
all of the “Meten” franchisees to be committed to striving for excellence in providing high-quality ELT services to
students and to share the same mission and vision. “Meten” franchised center under the “Meten” brand was required
to operate the franchise in strict accordance with management rules and guidelines on course offerings, standardized recruitment, training
and performance evaluation of teaching staff, as well as any other aspects of operation as the former VIEs may request. The former VIEs
also provided the franchised center with comprehensive training, marketing and technology support, assisting in formulating business
strategies, as well as supervising staff performance on a regular basis to facilitate their operation. The former VIEs’ highly
centralized management system greatly contributes to maintaining their well-established reputation and the quality of their services.
The “Meten” franchise
agreements generally had a term of three years and the former VIEs charge each of the “Meten” franchisees a one-time initial
fee, a one-time design consulting fee, which varied based on actual site areas, and a certain percentage of the gross billings of
the franchised learning center under the “Meten” brand as royalty to be paid on a quarterly basis.
Pricing and Refund Policies
For both the offline and
online ELT businesses, the course fees varied based on the types, levels and lengths of the courses. The former VIEs generally required
the students to pay the full amount of the course fees after signing the relevant service contracts but prior to the commencement of
the first training session. The course fees generally covered the courses to be delivered as stipulated in the relevant contracts. The
former VIEs offered certain discounts for students who enrolled in multiple courses or multiple levels of the same course. The former
VIEs considered various factors when determining the applicable fees of both offline and online English course offerings, including,
among other things, course development and sales costs, the intensity of involvement of the teaching staff in connection with the delivery
of the relevant courses, market competition, prospective increase of students in specific courses and expected development of customer
preferences.
Students could use installment
payment methods provided by accredited third-party financial institutions to pay for the relevant course and/or service fees. For
the fiscal year ended December 31, 2021 and 2022, approximately 24% and 25% of the students participated in such installment payment
arrangement. Under such arrangement, a third-party financial institution provided an interest-free loan to a student and remitted
the course or service fee to the former VIEs on behalf of the borrowing student to complete his/her purchase of the relevant course.
The borrowing student was obligated to repay the loan to the financial institution in pre-agreed installments a period ranging from
six months to 24 months. A transaction fee associated with such installment payment arrangement typically ranged from 4.4% to 10.8%
of the total amount of such loan, depending on the length of the installment period, which was generally withheld by such financial institution
prior to remitting the course/service fee to the former VIEs.
The former VIEs had refund
policies in place with respect to various aspects of their business. The refund policies applicable to the major offline and online ELT
services are set forth as below:
|
● |
For general adult ELT, the former VIEs implemented in October 2016
a 20-day period of unconditional full refund to improve students’ experience and satisfaction with the services. Beginning
in September 2019, the former VIEs changed such unconditional refund period to 10 days. The former VIEs typically allowed (i) a
full refund of the course fees within 20 days (10 days since September 2019) of the commencement of the course; and (ii) a
refund of 70% of the course fees for uncompleted course hours if a student fails to complete more than 30% of the course hours after
the first 20-day refund period (10 days since September 2019). Beginning in September 2019, if a student failed to complete
more than 30% of the course hours after the first 10 days, the former VIEs would refund the course fees for the uncompleted
course hours, but would deduct from the refund a teaching service fee of RMB1,500 for each course level currently attended by such
student (however, if the student had attended less than three hours of class at the current course level, no deduction shall be made).
No refund was permitted if a student had completed over 30% of the course hours. |
|
● |
For junior ELT under the “Meten” brand, the first three
classes were considered trial classes. The former VIEs typically allowed (i) a full refund of course fees if a student applied
for a refund before completing the first three trial classes; (ii) a refund of the course fees for uncompleted course hours
within the period after a student had completed three trial classes and before he or she failed to complete more than 30% of the
course hours (less the cost of teaching materials); and (iii) no refund if a student had completed more 30% of the course hours. |
|
● |
For junior ELT under the “ABC” brand, the former VIEs typically
allowed (i) a full refund of course fees for uncompleted course hours, after deducting RMB2,000 as an early contract termination
fee, if a student requested a refund within 30 days of the commencement of the course; and (ii) no refund if a student
requested a refund more than 30 days after the commencement of the course. |
|
● |
For international standardized test preparation courses, the first
four classes were considered trial classes, and the two-month period following the date of the contract was considered the refund
period. The former VIEs typically allowed (i) a full refund of course fees if a student requested a refund before completing
the first four trial classes or within seven days from the date of the contract; (ii) a refund of the course fees for uncompleted
course hours within the period after a student had completed four trial classes within the two-month refund period (less the
cost of teaching materials); and (iii) no refund after the expiration of the two-month refund period. |
|
● |
For courses offered on the “Likeshuo” platform, the former
VIEs typically allowed a refund of the course fees for any undelivered course/service hours after deducting a platform operation
charge associated with the delivering such courses/services online if a student requested a refund during the contract period. The
refund policy on the “Likeshuo” platform also applied to online courses which had been transferred to courses to be taught
live at the learning centers. The former VIEs would review the refund requests based on the refund policy and accuracy of the student’s
information and settle the certain refund within seven days upon the commencement of the refund request procedure. |
Course Content Development
The former VIEs emphasized
the quality of course materials, which was crucial to the effectiveness of teaching methods and to the students’ satisfaction with
their learning experience. The former VIEs established an advanced education model which enabled them to efficiently record and analyze
the users’ learning process and improve course offerings by adjusting the learning strategies applied to the students. The former
VIEs had a robust and centralized course development process, which was achieved by engaging their research and development staff as
well as seeking strategic cooperation with experts in the English language education industry. The former VIEs devoted substantial resources
to develop their curricula and course materials to ensure that the course offerings were attractive and up-to-date and address evolving
market demands. The former VIEs adhered to the principle of “learning is for using” to develop not only the language ability
of the students, but also their problem-solving skills, information processing capabilities, creative thinking and writing skills.
From time to time the former VIEs also updated course materials to keep up with the evolving changes in international standardized tests.
The former VIEs also systematically maintained a comprehensive and growing database for standardized examination questions.
The former VIEs developed
courses at headquarters and their learning centers across the PRC adopt the curricula and course materials with certain customization
to local requirements and demands. The former VIEs had a dedicated content development team of approximately 928 staff as of November
22, 2022, which team actively participated in the research and development and updates of products, course content and IT systems. All
of the research and development team members had solid education background and extensive teaching and research experience in the English
language education field.
Centralized Management
The former VIEs utilized
a centralized management system to consistently manage and supervise various aspects of day-to-day operations covering nationwide
learning centers and “Likeshuo” platform. It enabled the former VIEs to have a holistic view of various aspects of their
business operations, including, among others, course offerings, management of franchised learning center, teacher recruitment and training,
human resources, sales and marketing as well as accounting and finance.
Teaching service management.
The former VIEs adopted a technology-based management strategy to record and assess course offerings, teachers’ performance
and students’ learning experiences. The former VIEs developed customer relationship management system, or CRM system, and an artificial
intelligence-driven integrated teaching management system, or EME system, to provide real-time support and precise analysis
of the teachers’ performance in course offerings and the quality of follow-up services for the students throughout the network.
For example, the former VIEs established a set of standardized evaluation procedures in the EME system to record and assess the performance
of their teaching staff.
Management of franchised
learning center. The former VIEs primarily focused on implementing centralized management system at the franchised learning
center in various stages to maintain its overall high-quality education service standards. The former VIEs directly appointed senior
management and supervised the recruitment of teaching staff at the franchised learning center to maintain the teaching quality at the
learning center. The former VIEs also adopted strictly standardized course materials and curriculums at both self-operated and franchised
learning centers and regularly assess the operation at franchised learning center to maintain their well-recognized brand names
and sustainable business development. The former VIEs also set heightened standards and recruitment policies involving their teaching
staff, and the franchise partners strictly implemented such policies and provided comprehensive training to newly-hired teaching staff.
Teacher recruitment and
training. The former VIEs benefited from standardized teaching staff recruitment and training system, which allowed them to
apply the best practices in terms of allocation of high-quality teaching resources. The former VIEs established a number of stringent
recruitment standards for different teaching positions among their learning centers and “Likeshuo” platform to cater to the
varying needs of students. The former VIEs devoted significant efforts to recruiting, training and evaluating teachers and study advisors
as part of the centralized management of the operations, which provided a solid foundation for the long-term business growth development.
For details on recruiting, training and evaluating our teaching staff, see “—Teaching Staff.”
Sales and marketing. The
former VIEs also adopted a standardized online and offline marketing strategies to recruit prospective students and enhance their reputation.
For details, see “—Marketing and Sales.” The former VIEs also established approximately 18 offline sales points in
China to form an integrated marketing network to assist the recruitment of prospective students as of November 22, 2022. They enabled
prospective students to obtain in-person experience of live streaming online ELT courses delivered on the “Likeshuo”
platform.
Human resources. The
senior management at the headquarters was responsible for the appointment of key management positions in each regional hub to strengthen
the former VIEs’ centralized management system. The former VIEs were also responsible for appointing the regional principal, business
manager and finance manager who acted as regional supervisors to oversee the research and development of products and technologies, professional
recruitment, branding and various other aspects of customer services.
Accounting and finance. The
former VIEs also implemented a standardized accounting and financial management system to monitor the operations of the learning centers.
The former VIEs managed and recorded income and expenditure separately at all of the self-operated learning centers, which was applied
uniformly across all of the learning centers. The total course and service fee income was required to be transferred from the local learning
centers to the company account on a daily basis. The former VIEs were also in charge of reviewing and allocating operation expenditures
in each learning center upon approval from the management and were thus able to manage the finances efficiently.
Marketing and Sales
The former VIEs engaged in
a broad range of marketing approaches to strengthen the brand recognition and enhance the understanding of different course offerings
by prospective students and users, which helped generate prospective students’ and users’ interests in the former VIEs’
services.
The former VIEs promoted
their brands and services through a wide range of offline sales activities. The former VIEs employed professional marketing personnel
to conduct effective marketing activities, including advertisement distribution and tele-marketing with customized content to advertise
the brands and services to the prospective customers from specific target age groups and regions. As part of the sales efforts, the former
VIEs had approximately 18 offline sales points nationwide as of November 22, 2022, which were generally small marketing booths set up
in locations with high traffic and exposure, such as shopping malls, to attract potential customers and educate them about the diverse
programs and services the former VIEs offered.
In terms of online marketing
efforts, the former VIEs leveraged various online marketing channels and online technologies to selectively provide promotional content
on the internet. As of November 22, 2022, the former VIEs had a professional team of approximately seven online marketing staff, who
were responsible for designing and distributing promotional materials through diversified online channels to facilitate online marketing
activities. The former VIEs utilized the big data technology to effectively target the prospective customers with high demands to learn
English from certain age groups and regions. The former VIEs customized the marketing content regularly to cater for the target student
groups by widely using search engine keywords and distributing in-feed advertisements on various types of leading search engines
and social media platforms. In addition to advertising on social platforms, the former VIEs also strived to promote their services efficiently
by engaging third-party merchants to conduct digital marketing activities.
Teaching Staff
The former VIEs’ teaching
staff comprised teachers and study advisors, who were critical to maintaining the quality of their education services and promoting their
brand recognition for future growth. The former VIEs assembled a high-caliber team of teaching professionals with outstanding abilities
and passion for teaching, consisting of dedicated local teachers and foreign teachers for offline courses as well as online teachers
for courses on the “Likeshuo” platform. The total number of full-time teachers decreased from 998 as of December 31,
2020 to 358 as of December 31, 2021, and further to 279 as of November 22, 2022. The former VIEs had in total 254 full-time teachers
offering ELT courses at offline learning centers and the remaining 25 teachers for online courses as of November 22, 2022. In addition,
the former VIEs employed a number of part-time teachers for offline and online ELT businesses.
Personalized Support Provided by Study Advisors
The former VIEs adopted a
collaborative working practice among teachers and study advisors in the daily education services. Each student was assigned a study advisor
who supported the teacher’s offline teaching activities by providing personalized support and guidance to students. Study advisors
provided professional advice to students regarding learning methods, followed up and checked students’ learning schedules, offered
supplementary materials to improve students’ understanding of the content taught in class, collected feedback on teaching quality
and provided general counselling services. Study advisors also acted as the liaison between the students and the sales staff to facilitate
course renewals. As of November 22, 2022, the former VIEs employed 140 full-time study advisors. As of the same date, the former
VIEs also had 105 full-time teaching service staff to provide all-round management and consultancy services for the students.
Teaching Staff Recruitment
The former VIEs sought to
engage teachers who possessed strong academic credentials, excellent communication skills and practical knowledge to employ effective
teaching methods to optimize the learning experiences of the students. The former VIEs’ human resources staff examines candidates’
language proficiency, work experience, education background and teaching qualifications, such as TESOL, TEFL and CELTA. As of November
22, 2022, approximately 98% of the full-time teachers had a bachelor’s degree or above. For study advisors, the former VIEs
sought to engage candidates with excellent English language ability and preferably related work experience. Study advisors were required
to have strong teamwork skills and are required to be detail-oriented when assisting the teachers in course preparation, event organization
and daily classroom operations.
The former VIEs engaged prospective
candidates for teaching positions through various channels. For domestic teachers and study advisors, the former VIEs engaged applicants
through advertising on social media platforms and at job fairs organized by numerous universities in China. For foreign teachers, the
former VIEs mainly recruited candidates through specialized agencies, who were independent third parties. For online teachers who delivered
courses on the “Likeshuo” platform, the former VIEs approached prospective candidates through advertising on social media
platforms and career websites in the PRC and abroad. The former VIEs recruited new teachers from time to time to ensure sufficient resources
of teaching staff to support the business growth.
The former VIEs implemented
a highly selective recruitment process. For the teacher’s recruitment, after the initial review of candidates’ credentials,
the former VIEs conducted several rounds of interviews and written tests with qualified candidates according to the specific course(s)
he or she applies to teach. Online teachers were invited to deliver a trial lesson, where the former VIEs evaluated his or her abilities
in pre-class preparation, teaching methods, time management and interaction with the students and after-class review. For prospective
teachers of international standardized test preparation courses, the former VIEs checked their examination results or experience as former
participants in the examinations. The former VIEs would invite teachers at learning centers and online teachers to give trial lessons
as the final assessment at the end of his/her three-month probation period. The former VIEs would only make job offers to candidates
who had successfully fulfilled recruitment requirements and had passed the comprehensive quality assessment during the probation period.
Training and Performance Evaluation
The former VIEs devoted significant
resources to training and retaining their teachers and study advisors. In order to ensure the high quality of services, the former VIEs
put in place a series of training programs and performance evaluation standards for their teachers and study advisors.
The teachers and study advisors
were required to undergo various training programs specially designed for those in charge of different curriculums. The former VIEs offered
a series of comprehensive and systematic training programs for teaching skills, communication skills and content development capability,
through which the teachers were able to keep abreast of the changing student needs and evolving industry development trends to enhance
their teaching efficiency and efficacy.
For new recruits, the former
VIEs generally organized a five-day orientation camp to provide comprehensive training to assist them to learn about the former VIEs,
the former VIEs education philosophy and basic teaching skills. In addition, the former VIEs also provided monthly training programs
to their teaching staff, which covered more detailed teaching guidance for teachers, including, among others, classroom activity planning,
course content preparation, application of collaborative learning strategies and self-development through performance reviews.
For the teachers in charge
of general adult ELT, the former VIEs assigned regional education managers and professional teacher trainers to host training sessions
specially designed for such curriculum. For teachers in charge of junior ELT, the former VIEs generally recruited teachers with professional
experience and expertise in providing training to students aged under 18. For teachers in charge of overseas training services, the former
VIEs actively engaged prospective teachers who had experience of taking international standardized language tests and/or had participated
in overseas studies. For online teachers on the “Likeshuo” platform, the former VIEs provided thorough teaching guidance
covering both teaching skills and technical support. The former VIEs introduced them to the main service sectors and addressed the different
needs of students and users so that the online teachers can develop the awareness to customize the course content to satisfy the diversified
needs of students and users. The former VIEs conducted interviews for all job applicants and provided continuing professional training
to candidates who were successfully hired.
The former VIEs developed
a comprehensive evaluation system with a focus on assessing the teachers’ abilities of effective teaching and self-development to
stay constantly updated in order to deliver quality teaching to the students and users. The former VIEs conducted teacher performance
reviews periodically in order to support the teachers for continuous refinement and improvement of their teaching methods. The former
VIEs also evaluated teachers’ performance by collecting student feedback on a regular basis, which would factor in the retention
and compensation considerations for the teachers. For teachers with excellent performance, former VIEs would reward them with discretionary
bonus compensation and other incentives.
Technologies
The former VIEs used a combination
of commercially available software and hardware and proprietary technology. To closely cope with evolving market conditions and student
needs, the former VIEs also relied on in-house research and development for new technology initiatives. The former VIEs established
a scalable infrastructure of information technologies by launching and upgrading a series of intelligent learning systems and platforms.
Some of the technologies were driven by artificial intelligence, different from the typical algorithmic computing in the following manner:
(i) the former VIEs’ artificial intelligence-driven teaching management system provided pertinent course information
customized for each student and user, which avoided the parameter-invariant defect of the typical algorithmic computing method;
(ii) it offered greater flexibility to the students by utilizing the computerized adaptive testing method, as compared with the
typical algorithmic computing method; and (iii) comparing to the typical algorithmic computing method, the former VIEs’ artificial
intelligence-driven system used the project response model to determine the students’ English language ability and formulate
customized practice questions, which used adaptive algorithm and enabled the former VIEs to evaluate a large number of students’
language ability in a short period of time.
CRM system. The
former VIEs developed a comprehensive customer relationship management system to store and manage daily operations and the information
related to the students and users. Through years of system development based on big data analytic technology, the former VIEs had formulated
a complete customer service cycle from customer acquisition to teaching service evaluation. The former VIEs kept records of each customer
acquisition record and effectively evaluated and stimulated their marketing staff to engage prospective customers. The CRM system also
enabled the former VIEs to conduct strategic research of customer data in order to improve the service quality and increase the operating
efficiency.
EME system. The
former VIEs developed the EME system, an artificial intelligence-driven integrated teaching management system, to manage and facilitate
teaching activities at headquarters and each self-operated learning center. The former VIEs effectively integrated teaching resources
in the EME system to conduct an accurate analysis of student data and allocate suitable training resources to address the students’
individualized learning needs, which largely increased the efficiency in scheduling classes and customizing course content for the students.
The former VIEs’ students could also review their learning process, class schedules and give feedbacks to the teachers. The former
VIEs implemented EME system across all of self-operated and franchise learning center network to supervise teaching activities and
enhance decision-making capabilities by analyzing the operation database. The former VIEs upgraded the class-scheduling function
of the EME system in 2019 and began to gradually implement this new function in their operations. Leveraging on the self-developed AI
algorithm, the new class-scheduling function is able to significantly reduce processing time and improve the operating efficiency
despite having limited classroom availability at the learning centers.
ISFS. The
former VIEs used this intelligent tracking service system for general adult ELT, overseas training services and online ELT, which generally
comprised student service system, teacher service system and service monitoring system. The student service system mainly set up the
service tracking in advance for the entire course learning cycle of a student. Based on a set of intelligent task scheduling services,
it automatically generated an individual service tracking task list for such student, and sent the list directly to his/her teacher for
reference. Similarly, the teacher service system, based on a set of intelligent task scheduling services, automatically generated the
personal service tracking task list in the teaching process for the course such teacher teaches, and timely sent the relevant list to
the working panel of the course teaching service staff for execution. Service monitoring system was mainly used to monitor the functioning
of the student service system and the teacher service system. In the event it discovered any anomaly in these systems, it would timely
alert the management.
“Likeshuo”
App and platform. The former VIEs started to offer online live streaming English courses on the “Likeshuo” App
and platform in 2014. The platform was equipped with a number of innovative features to provide direct guidance to the students including
introductions to various course offerings, course scheduling and evaluation of their learning process. In order to optimize the user
experience on the “Likeshuo” platform, the former VIEs deployed a number of features to enhance their abilities of service
customization. For example, the intelligent online course scheduling system on the “Likeshuo” platform efficiently facilitated
the allocation of teaching resources based on the needs of users and the availability of online teachers, which largely enhanced the
former VIEs’ ability to provide flexible course offerings to different users. Users of the former VIEs’ online services could
access the course offerings through the former VIEs’ platform and application on their mobile devices, tablets and computers.
ICAS. The
former VIEs primarily utilized this intelligent class scheduling system for online ELT services. It was built based on a three-dimension model
encompassing teachers’ teaching demand, students’ learning demand and the available curriculums, and utilized an intelligent
matching algorithm to optimize the course arrangement and scheduling results for teachers, students and management. ICAS greatly improved
the course matching efficiency and accuracy comparing to manual and subjective course scheduling.
Leveraging the former VIEs’
experience in developing and upgrading the EME and CRM systems, the former VIEs also developed other systems to facilitate teaching activities
and daily operation. For example, the former VIEs developed the iManager system for students enrolled in international test preparation
courses, which utilized artificial intelligence to serve as a platform for students to record course notes, have writing practice and
mock tests which could effectively prepare them for achieving satisfactory learning results. For overseas study application services,
the iFuture system helped students access teachers for study consultation and kept track of their application process in a timely manner.
Moreover, in order to accurately evaluate a student’s English language ability, the former VIEs utilized an adaptive evaluation
system, which analyzed the student’s listening, vocabulary, grammar and reading comprehension abilities and diagnosed his or her
English language proficiency, in order to more accurately determine applicable course targets and key learning steps. The former VIEs
also used the same evaluation system when students had completed their courses to evaluate the progress they had made, which allowed
the former VIEs to judge and compare the quality of teaching in various regions and to provide a useful basis for improvement.
The former VIEs’ system
infrastructure was designed to meet the requirements of their business operations, to support the growth and expansion of the learning
center network and to ensure the reliability of the operations. Our data was currently maintained at the headquarters and an offsite
IT facility in Shenzhen.
REGULATIONS
Government regulation of
blockchain and cryptocurrency is being actively considered by the United States federal government via a number of agencies and regulatory
bodies, as well as similar entities in other countries. State government regulations also may apply to our activities and other activities
in which we participate or may participate in the future. Other regulatory bodies are governmental or semi-governmental and have
shown an interest in regulating or investigating companies engaged in the blockchain or cryptocurrency business.
Businesses that are engaged
in the transmission and custody of bitcoin and other cryptocurrencies, including brokers and custodians, can be subject to U.S. Treasury
Department regulations as money services businesses as well as state money transmitter licensing requirements. Bitcoin and other cryptocurrencies
are subject to anti-fraud regulations under federal and state commodity laws, and cryptocurrency derivative instruments are substantively
regulated by the Commodity Futures Trading Commission. Certain jurisdictions, including, among others, New York and a number of countries
outside the United States, have developed regulatory requirements specifically for cryptocurrency and companies that transact in them.
Regulations may substantially
change in the future and it is presently not possible to know how regulations will apply to our businesses, or when they will be effective.
As the regulatory and legal environment evolves, we may become subject to new laws, further regulation by the SEC and other agencies,
which may affect our mining and other activities. For instance, various bills have also been proposed in Congress related to our business,
which may be adopted and have an impact on us.
In addition, since transactions
in bitcoin provide a reasonable degree of pseudo anonymity, they are susceptible to misuse for criminal activities, such as money laundering
and tax evasion. This misuse, or the perception of such misuse (even if untrue), could lead to greater regulatory oversight of bitcoin
platforms, and there is the possibility that law enforcement agencies could close bitcoin platforms or other bitcoin-related infrastructure
with little or no notice and prevent users from accessing or retrieving bitcoin held via such platforms or infrastructure. For example,
in December 2020, FinCEN, a unit of the Treasury Department focused on money laundering, proposed a new set of rules for cryptocurrency-based exchanges
aimed at reducing the use of cryptocurrencies for money laundering. These proposed rules would require filing reports with FinCEN regarding
cryptocurrency transactions in excess of $10,000 and also impose record-keeping requirements for cryptocurrency transactions in
excess of $3,000 involving users who manage their own private keys. In January 2021, the Biden Administration issued a memorandum freezing
federal rulemaking, including these proposed FinCEN rules, to provide additional time for the Biden Administration to review the rulemaking
that had been proposed by the Trump Administration. As a result, it remains unclear whether these proposed rules will take effect.
C.
Organizational Structure
We are an exempted company
with limited liability incorporated in the Cayman Islands. We began our operations in April 2006, when Mr. Jishuang Zhao, Mr. Siguang
Peng and Mr. Yupeng Guo founded Shenzhen Meten. In order to facilitate international capital investment in us, in July 2018, we
incorporated Meten to become our offshore holding company under the laws of Cayman Islands and reorganized our group companies into a
reorganization structure. In October 2018, we established Shenzhen Likeshuo as part of our onshore reorganization. Due to restrictions
imposed by PRC laws and regulations on foreign ownership of companies that engage in education services, we entered into a series of
contractual arrangements with, among others, Shenzhen Meten, Shenzhen Likeshuo and their respective shareholders in November 2018, as
a result of which the operating results of Shenzhen Meten and Shenzhen Likeshuo and their subsidiaries were consolidated by Meten in
accordance with U.S. GAAP due to Meten being the primary beneficiary of these companies prior to the termination of the VIE agreements
in November 2022.
On December 12, 2019, we
entered into the Merger Agreement with EdtechX, EdtechX Merger Sub, Meten Merger Sub and Meten. On March 30, 2020, the parties to the
Merger Agreement consummated the Mergers. After the consummation of the Mergers, Meten becomes a wholly owned subsidiary of our Company.
On October 20, 2022, pursuant
to the terms of the VIE contractual arrangements, Zhuhai Meten and Zhuhai Likeshuo unilaterally terminated their respective contractual
arrangements with 30-day advanced notices to their respective former VIEs. The termination of the VIE contractual arrangements were effective
on November 19, 2022. As the VIE structure has been unwound, the financial results of the VIEs and their subsidiaries are no longer consolidated
into the Company’s financial statements after the effective date.
The chart below illustrates
our corporate and shareholding structure:
As of the date of this annual
report, we only conduct business operations through the operating entities, namely our holding company, Meta Path, Meta Chain, and Meten
Blockchain in the U.S. Each of our subsidiaries formed in Hong Kong does not have any business activities.
Corporate Information
Our principal executive offices
are located at 3rd Floor, Tower A, Tagen Knowledge & Innovation Center, 2nd Shenyun West Road, Nanshan
District, Shenzhen, Guangdong Province 518000, the People’s Republic of China. Our telephone number at this address is +86 755
8294 5250 and our fax number is +86 755 8299 5963.
Our registered office in
the Cayman Islands is located at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.
Our agent for service of
process in the United States is Puglisi & Associates, located at 850 Library Avenue, Suite 204, Newark, Delaware 19711.
Our corporate website is
investor.metenedu-edtechx.com. The information contained in, or accessible from, our website or any other website does not constitute
a part of this annual report.
The SEC maintains a website
at www.sec.gov that contains reports, proxy, and information statements, and other information regarding issuers that file electronically
with the SEC using its EDGAR system.
D.
Property, Plants and Equipment
The operating entities currently
lease substantially all of the properties they use to operate their business. We are headquartered in Shenzhen, and we lease the office
space with an aggregate gross floor area of approximately 1,600 square feet. We believe that our existing facilities are generally adequate
to meet our current needs, but we expect to seek additional space as needed to accommodate future growth.
ITEM 4A. UNRESOLVED
STAFF COMMENTS
Not applicable.
ITEM 5. OPERATING
AND FINANCIAL REVIEW AND PROSPECTS
Meten Holding Group Ltd.
was formed for the purpose of effecting the Merger Agreement, dated as of December 12, 2019, by and among the Company, EdtechX Merger
Sub, Meten Merger Sub, and Meten International. On March 30, 2020, the parties to the Merger Agreement consummated the Mergers.
The consolidated financial
statements of the Company as of and for the year ended December 31, 2021 include the accounts of its subsidiaries and consolidated affiliated
entities. The financial statements of the Company as of December 31, 2019 only include the account of Meten International and do not
include the historical financial information of Meten Holding Group prior to January 1, 2020. Meten International was determined to be
the accounting acquirer given the controller of Meten International effectively controlled the combined entity Meten Holding Group Ltd.
after the Mergers.
The Mergers is not a business
combination because Meten Holding Group was not a business. The Mergers is accounted for as a reverse recapitalization, which is equivalent
to the issuance of shares by Meten International for the net monetary assets of Meten Holding Group, accompanied by a recapitalization.
Meten International is determined as the predecessor and the historical financial statements of Meten International became the Company’s
historical financial statements, with retrospective adjustments to give effect of the reverse recapitalization.
The following discussion
of our financial condition and results of operations is based upon and should be read in conjunction with our consolidated financial
statements and their related notes included elsewhere in this annual report. This annual report contains forward-looking statements.
See “Forward-Looking Information” on page iv of this annual report. In evaluating our business, you should carefully consider
the information provided under the caption “Item 3. Key Information—D. Risk Factors” in this annual report. We caution
you that our businesses and financial performance are subject to substantial risks and uncertainties.
A. Operating Results
Major Factors Affecting Results of Operations
The former VIEs operate in
China’s ELT market, and their results of operations and financial condition are significantly affected by the general factors driving
this market. China’s rapid economic growth over the past two decades and the increasing per capita disposable income have led to
both increased spending on English language education services and intensified competition for high-quality education resources.
The former VIEs have benefited
from a number of factors, including, but not limited to, China’s rising birth rate, which largely results from the rising population
in large urban centers, increases in average household income, increasing number of high-income families, limited penetration of
ELT services across China, and the continued focus on study-abroad opportunities by parents.
At the same time, the results
of the former VIEs are subject to changes in the regulatory regime governing the education industry in China. The PRC government regulates
various aspects of the former VIEs’ business and operations, including the qualification and licensing requirements for entities
that provide education services, standards for operating facilities and limitations on foreign investments in the education industry.
While the operating entities
of the former VIEs’ business is influenced by factors affecting the offline and online ELT market in China generally, we believe
the results of operations of the former VIEs are more directly affected by company-specific factors, including the major factors
highlighted below.
Student Enrollment
Revenue of the former VIEs
primarily consists of course and service fees from students enrolled in the operating entities’ offline ELT and online ELT services,
which is directly driven by the number of student enrollments, which represents the number of actual new sales contracts, excluding the
number of refunded contracts and contracts with no revenue generated during a specified period of time. The former VIEs’ total student
enrollment was 64,067 in 2021, and due to the resurgence of the COVID-19 pandemic in 2022, it reduced to 42,259. Growth in student enrollment
is dependent on the operating entities’ ability to retain current students and to recruit new students.
The former VIEs’ ability
to retain existing students is largely dependent on the variety and quality of course offerings, the quality of teachers and students’
overall satisfaction with the education services the operating entities offer. A substantial number of the students are enrolled in the
operating entities’ courses through word-of-mouth referrals. Consequently, the former VIEs’ ability to recruit new students
also depends on their reputation and brand recognition, which are affected by branding activities and other selling and marketing efforts.
The former VIEs’ reputation and brand recognition are primarily driven by the satisfaction of the students and the high quality
of the teaching staff. The former VIEs have expanded their service offerings to a full spectrum of offline and online ELT services, including
general adult ELT and overseas training services to students of a wide range of age groups since the inception of the first self-operated
learning center.
Number and Maturity of Learning Centers
Revenue growth of the former
VIEs is mainly driven by the number of self-operated and franchised learning centers, which directly affects the operating entities’
overall student enrollment, as well as the maturity of the existing learning centers. The ability to increase the number of self-operated and
franchised learning centers depends on a variety of factors, including, but not limited to, identifying suitable locations and partners,
hiring high-caliber teaching staff and other necessary personnel for the new learning centers, and other investment in implementing
centralized management across offline learning center network. In 2020, 2021 and 2022, most of the new learning centers of the former
VIEs were able to generate sufficient gross billings to cover their operating costs during the ramp-up period. However, due to the
impact of the COVID-19 pandemic, the number of self-operated learning centers decreased to 34 and 17 respectively as of December 31, 2021
and November 23, 2022.
Pricing
Revenue of the former VIEs
is directly affected by the pricing of courses and the type of services. The former VIEs typically charge students course and service
fees based on the total number of course hours, the class sizes and the types of courses the student enrolls in, or the types of services.
When the former VIEs set fee rates for courses and services, they also consider the general economic condition in and the income level
of the residents of the relevant locations of the learning centers, the local demand for services and the competitors’ fee rates
for similar service offerings.
The former VIEs implement
effective centralized management systems at a majority of the franchised learning centers and require them to adhere to standardized pricing
and refund policies the former VIEs apply at self-operated learning centers in order to maintain stable student retention rates and efficient
operations at the franchise learning centers. The former VIEs may adjust the course and service fees for new contracts when the former
VIEs have upgraded the existing courses or developed new courses and services. The course and service fee levels of the learning centers
remained relatively stable in 2020, 2021 and 2022.
Cost Control and Operating Efficiency
The former VIEs’ profitability
depends significantly on the ability to improve operating efficiency through effective cost control. Our cost of revenue of the former
VIEs consists primarily of teaching staff costs and property expenses for self-operated learning centers. Teaching staff costs depend
on the number of teachers and their levels of compensation. The operating entities offer attractive compensation to the teachers to attract
and retain the best teaching talent. The number of the former VIEs’ full-time teachers, study advisors and teaching service
staff was 1,824, 664 and 524, respectively as of December 31, 2020, 2021 and 2022.
Expenses of the former VIEs
consist of sales and marketing expenses, general and administrative expenses and research and development expenses. Historically, the
former VIEs have incurred significant sales and marketing expenses primarily because the operating entities utilize a variety of sales
and marketing approaches to increase student enrollment and strengthen brand recognition, including, but not limited to, various offline
sales activities. In addition, the operating entities leverage developed offline and online marketing channels to recruit new students.
Impact of the COVID-19 Pandemic
In fiscal year 2022, results
of operations and financial conditions of the former VIEs continued to suffer from the negative impact of the COVID-19 pandemic. In order
to effectively reduce the impact of the resurgence of COVID-19 on our business, we significantly reduced the number of offline learning
centers of the former VIEs in order to improve the utilization of our resources and prepare for the strategic transformation of our business.
Due to the COVID-19 pandemic,
the former VIEs had recognized an aggregate revenue of RMB317.8 million (US$46.1 million) in 2022, RMB729.0 million in 2021, and RMB897.0
million in 2020, respectively. As of December 31, 2022, we had RMB333,000 (US$48,000) in cash and cash equivalents. We believe this level
of liquidity is sufficient to successfully navigate an extended period of uncertainty. We will pay close attention to the ongoing development
of the COVID-19 pandemic, perform further assessment of its impact and take relevant measures to minimize the impact.
Key Components of Results of Operations
Revenues
For the years ended December
31, 2020, 2021 and 2022, the former VIEs primarily offered general adult ELT, overseas training services, online ELT, junior ELT and cryptocurrency-related
business. The table below sets forth a breakdown of revenue for the periods indicated:
| |
For the Year Ended December 31, | |
| |
2020 | | |
2021 | | |
2022 | |
| |
RMB | | |
% | | |
RMB | | |
% | | |
RMB | | |
US$ | | |
% | |
| |
(in thousands, except for percentages) | |
General adult ELT(1) | |
| 333,500 | | |
| 37.2 | | |
| 176,795 | | |
| 24.3 | | |
| 53,526 | | |
| 7,761 | | |
| 13.4 | |
Overseas training services | |
| 130,567 | | |
| 14.6 | | |
| 151,110 | | |
| 20.7 | | |
| 75,989 | | |
| 11,017 | | |
| 19.0 | |
Online ELT | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
For adults | |
| 203,546 | | |
| 22.7 | | |
| 207,571 | | |
| 28.5 | | |
| 103,342 | | |
| 14,983 | | |
| 25.9 | |
For juniors | |
| 64,175 | | |
| 7.2 | | |
| 56,608 | | |
| 7.8 | | |
| 15,303 | | |
| 2,219 | | |
| 3.8 | |
For international test preparation | |
| 19,820 | | |
| 2.2 | | |
| 18,147 | | |
| 2.5 | | |
| 8,981 | | |
| 1,302 | | |
| 2.2 | |
Japanese, Korean and Spanish | |
| 2,174 | | |
| 0.2 | | |
| 8,026 | | |
| 1.1 | | |
| 4,956 | | |
| 719 | | |
| 1.3 | |
Subtotal | |
| 289,715 | | |
| 32.3 | | |
| 290,352 | | |
| 39.8 | | |
| 132,582 | | |
| 19,223 | | |
| 33.2 | |
Junior ELT | |
| 130,348 | | |
| 14.5 | | |
| 97,984 | | |
| 13.4 | | |
| 53,167 | | |
| 7,708 | | |
| 13.3 | |
Other English language-related services(2) | |
| 12,905 | | |
| 1.4 | | |
| 12,755 | | |
| 1.8 | | |
| 2,580 | | |
| 374 | | |
| 0.7 | |
cryptocurrency-related business | |
| - | | |
| - | | |
| - | | |
| - | | |
| 81,599 | | |
| 11,831 | | |
| 20.40 | |
Total | |
| 897,035 | | |
| 100.0 | | |
| 728,996 | | |
| 100.0 | | |
| 399,443 | | |
| 57,914 | | |
| 100.0 | |
| (1) | Includes
revenue from the sales of goods, such as educational materials and food and beverages sold at the self-operated learning centers. |
| (2) | Includes
(i) franchise fees received from franchised learning centers under the “Meten” brand; and (ii) revenue generated
from the “Shuangge English” App. |
Revenue generated from general
adult ELT was RMB333.5 million, RMB176.8 million and RMB53.5 million (US$7.8 million), representing 37.2%, 24.3% and 13.4% of the
total revenue for the year ended December 31, 2020, 2021 and 2022, respectively. Revenue generated from overseas training services was
RMB130.6 million, RMB151.1 million and RMB76.0 million (US$11.0 million), representing 14.6%, 20.7% and 19.0% of the total revenue for
the year ended December 31, 2020, 2021 and 2022, respectively. Revenue generated from junior ELT was RMB130.3 million, RMB98.0 million
and RMB53.2 million (US$7.7 million), representing 14.5%, 13.4% and 13.3% of the total revenue for the year ended December 31, 2020, 2021
and 2022, respectively. With respect to general adult ELT, overseas training services and junior ELT, the former VIEs generally collected
course/service fees upfront from students or in installments. The former VIEs had refund policies in place for these businesses, and would
refund the relevant course/service fees partially or fully depending on when the request was made by the students in the applicable refund
period. For general adult ELT, overseas training services and junior ELT, the former VIEs recorded the course/service fees initially as
financial liabilities from contracts with customers, and then as deferred revenue depending on whether the course/service fees under the
relevant contracts were refundable.
Revenue generated from online
ELT was RMB289.7 million, RMB290.4 million and RMB132.6 million (US$19.2 million), representing 32.3%, 39.8% and 33.2% of the total revenue
for the year ended December 31, 2020, 2021 and 2022, respectively. For the years ended December 31, 2020, 2021 and 2022, revenue
generated from online ELT for adults was RMB203.5 million, RMB207.6 million and RMB103.3 million (US$15.0 million), respectively, representing
70.3%, 71.5% and 77.9%, respectively, of the revenue generated from the online ELT business. For the year ended December 31, 2020,
2021 and 2022, revenue generated from online ELT for juniors was RMB64.2 million, RMB56.6million and RMB15.3 million (US$2.2 million)
respectively, representing 22.2%, 19.5 and 11.5%, respectively, of the revenue generated from the online ELT business. Students of online
ELT services purchased prepaid study cards to enroll in the courses. The former VIEs typically allowed a refund of the course fees for
any undelivered course/service hours after deducting a platform operation charge associated with delivering such courses/services online
if a student requested a refund during the contract period. The former VIEs recorded the proceeds collected from online ELT initially
as financial liabilities from contracts with customers, and revenue is generally recognized proportionately as the course hours were delivered.
In addition, for further details of the revenue recognition policies, please see “—Critical Accounting Policies—Revenue
Recognition.”
The former VIEs generated
other revenue primarily from the franchised learning centers under the “Meten” brand through which franchise partners were
authorized to use the former VIEs’ brand and were required to adopt centralized management system. The former VIEs received an initial
or renewal franchise fee when they entered into or renew a franchise agreement, and a one-time design consulting fee. During the
term of the franchise, the former VIEs charged each franchised learning center a recurring franchise fee based on an agreed percentage
of its collected course and service fees and related individual course materials fees. Our other revenue of the former VIEs also included
revenue generated from the self-developed “Shuangge English” App, which applied the cutting-edge voice evaluation
technology to improve students’ listening, speaking and reading abilities.
Since the beginning of 2022,
we ventured into cryptocurrency mining business. As of December 31, 2022, the operating entities deployed 1,482 miners, with a total power
capacity of approximately 140PH/s, to the mining of bitcoins. Currently, all of our mining machines are located at the mining farms operated
by a third-party company in Kentucky and Tennessee in the U.S. As of the date of this annual report, the operating entities have deployed
other 272 miners of model S19 XP from Bitmain Technologies Ltd., with an aggregate computing power of approximately 100PH/s. For the fiscal
year ended December 31, 2022, we generated RMB81.6 million (US$11.8 million) in revenue. See “Item 4. Information on the Company—B.
Business Overview” for details.
Cost of Revenue
Cost of revenue of the former
VIEs consists primarily of (i) staff costs, including teaching staff costs and, to a lesser extent, costs relating to research and
curriculum development team; (ii) property expenses, including rental, utilities and maintenance expenses of learning centers; (iii) depreciation
and amortization, which represents the depreciation of real properties and equipment for learning centers, amortization of operating lease
right-of-use assets and amortization of training services related intangible assets; and (iv) others, which primarily include
consulting fees, foreign teacher-related administrative expenses and teaching materials costs. Our cost of revenue accounted for
67.7%, 66.4% and 65.4% of the revenues for the year ended December 31, 2020, 2021 and 2022, respectively. The following table sets forth
the components of cost of revenue both in absolute amount and as a percentage of the total cost of revenue for the periods indicated.
| |
For the Year Ended December 31, | |
| |
2020 | | |
2021 | | |
2022 | |
| |
RMB | | |
% | | |
RMB | | |
% | | |
RMB | | |
US$ | | |
% | |
| |
(in thousands, except for percentages) | |
Staff costs | |
| 394,160 | | |
| 64.9 | | |
| 323,611 | | |
| 66.9 | | |
| 142,149 | | |
| 20,610 | | |
| 54.4 | |
Property expenses for ELT service | |
| 150,680 | | |
| 24.8 | | |
| 101,991 | | |
| 21.1 | | |
| 31,677 | | |
| 4,593 | | |
| 12.1 | |
Depreciation and amortization for learning centers | |
| 39,480 | | |
| 6.5 | | |
| 22,276 | | |
| 4.6 | | |
| 7,090 | | |
| 1,028 | | |
| 2.7 | |
Depreciation and amortization for digital asset | |
| - | | |
| - | | |
| - | | |
| - | | |
| 12,528 | | |
| 1,816 | | |
| 4.8 | |
Electrical power costs for mining | |
| - | | |
| - | | |
| - | | |
| - | | |
| 20,107 | | |
| 2,915 | | |
| 7.7 | |
Purchase cost for mining machine | |
| - | | |
| - | | |
| - | | |
| - | | |
| 36,481 | | |
| 5,289 | | |
| 14.0 | |
Others | |
| 22,757 | | |
| 3.8 | | |
| 35,823 | | |
| 7.4 | | |
| 11,108 | | |
| 1,611 | | |
| 4.3 | |
Total | |
| 607,077 | | |
| 100.0 | | |
| 483,701 | | |
| 100.0 | | |
| 261,140 | | |
| 37,862 | | |
| 100 | |
Gross Profit and Gross Profit Margin
| |
For the Year Ended December 31, | |
| |
2020 | | |
2021 | | |
2022 | |
| |
RMB | | |
% | | |
RMB | | |
% | | |
RMB | | |
US$ | | |
% | |
| |
(in thousands, except for percentages) | |
ELT-related business | |
| 286,564 | | |
| 32.4 | | |
| 246,358 | | |
| 34.4 | | |
| 126,109 | | |
| 18,284 | | |
| 39.7 | |
cryptocurrency-related business | |
| - | | |
| - | | |
| - | | |
| - | | |
| 12,194 | | |
| 1,768 | | |
| 14.9 | |
Total | |
| 286,564 | | |
| 32.4 | | |
| 246,358 | | |
| 34.4 | | |
| 138,303 | | |
| 20,052 | | |
| 34.6 | |
Operating Expenses
The operating expenses consist
of selling and marketing expenses, general and administrative expenses, as well as research and development expenses. The table below
sets forth the operating expenses, both in absolute amount and as a percentage of the total operating expenses for the periods indicated.
| |
For the Year Ended December 31, | |
| |
2020 | | |
2021 | | |
2022 | |
| |
RMB | | |
% | | |
RMB | | |
% | | |
RMB | | |
US$ | | |
% | |
| |
(in thousands, except for percentages) | |
Selling and marketing expenses | |
| 310,433 | | |
| 44.9 | | |
| 250,850 | | |
| 41.1 | | |
| 78,839 | | |
| 11,431 | | |
| 42.9 | |
General and administrative expenses | |
| 348,435 | | |
| 50.4 | | |
| 341,455 | | |
| 55.9 | | |
| 98,096 | | |
| 14,223 | | |
| 53.4 | |
Research and development expenses | |
| 31,878 | | |
| 4.7 | | |
| 18,413 | | |
| 3.0 | | |
| 6,817 | | |
| 988 | | |
| 3.7 | |
Total | |
| 690,746 | | |
| 100.0 | | |
| 610,718 | | |
| 100.0 | | |
| 183,752 | | |
| 26,642 | | |
| 100.0 | |
Selling and Marketing Expenses
As of December 31, 2022, the
selling and marketing expenses all belong to the former VIEs and primarily consist of (i) salaries and benefits of sales and marketing
personnel, which amounted to RMB173.8 million, RMB146.4 million and RMB58.2 million (US$8.4 million) for the year ended December 31, 2020,
2021 and 2022, respectively; and (ii) marketing expenses, which amounted to RMB123.3 million, RMB83.3 million and RMB16.1 million
(US$2.3 million) for the year ended December 31, 2020, 2021 and 2022, respectively. The marketing expenses primarily consist of promotional
activity expenses, including rental cost and personnel expenses for offline sales points, online marketing expenses, media advertisement
expenses and other marketing expenses; (iii) promotional expenses relating to the recruitment of prospective student; (iv) tele-marketing expenses;
(v) consulting service fees for sales and marketing purposes; and (vi) others, which primarily consist of the transaction fees
withheld by certain third-party financial institutions in relation to the installment payment arrangement the operating entities
of the former VIEs helped set up between students and such financial institutions to facilitate the payments of the course/service fees
by such students, which were recorded as sales and marketing expenses.
General and Administrative Expenses
The general and administrative
expenses mainly consist of (i) salaries and benefits of administrative personnel; (ii) depreciation and amortization of the properties
and facilities used for administrative purposes; and (iii) operating office expenses.
Research and Development Expenses
As of December 31, 2022, the
research and development expenses all belong to the former VIEs and were primarily expenses incurred in relation to the development of
products, course content and IT systems. We expect to increase the research and development of mining machines and related equipment to
improve production efficiency and increase sales.
Results of Operations
The following table sets forth
a summary of our consolidated results of operations, both in absolute amounts and as a percentage of total net revenue, for the period
indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in
this annual report. The operating results in any period are not necessarily indicative of the results that may be expected for any future
period. The operating data included those of the former VIEs.
| |
For the Year Ended December 31, | |
| |
2020 | | |
2021 | | |
2022 | |
| |
RMB | | |
% | | |
RMB | | |
% | | |
RMB | | |
US$ | | |
% | |
| |
(in thousands, except for percentages) | |
Summary Consolidated Statements of Operations: | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Revenues | |
| 897,035 | | |
| 100.0 | | |
| 728,996 | | |
| 100.0 | | |
| 399,443 | | |
| 57,914 | | |
| 100.0 | |
Cost of revenue | |
| (607,077 | ) | |
| (67.7 | ) | |
| (483,701 | ) | |
| (66.4 | ) | |
| (261,140 | ) | |
| (37,862 | ) | |
| (65.4 | ) |
Gross profit | |
| 289,958 | | |
| 32.3 | | |
| 245,295 | | |
| 33.6 | | |
| 138,303 | | |
| 20,052 | | |
| 34.6 | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Selling and marketing expenses | |
| (310,433 | ) | |
| (34.6 | ) | |
| (250,850 | ) | |
| (34.4 | ) | |
| (78,839 | ) | |
| (11,431 | ) | |
| (19.7 | ) |
General and administrative expenses | |
| (348,435 | ) | |
| (38.8 | ) | |
| (341,455 | ) | |
| (46.8 | ) | |
| (98,096 | ) | |
| (14,223 | ) | |
| (24.6 | ) |
Research and development expenses | |
| (31,878 | ) | |
| (3.6 | ) | |
| (18,413 | ) | |
| (2.5 | ) | |
| (6,817 | ) | |
| (988 | ) | |
| (1.7 | ) |
(Loss)/income from operations | |
| (400,788 | ) | |
| (44.7 | ) | |
| (365,423 | ) | |
| (50.1 | ) | |
| (45,449 | ) | |
| (6,590 | ) | |
| (11.4 | ) |
Realized gain on exchange of digital assets | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,880 | ) | |
| (273 | ) | |
| (0.5 | ) |
Interest income | |
| 448 | | |
| * | | |
| 340 | | |
| * | | |
| 133 | | |
| 19 | | |
| * | |
Interest expenses | |
| (6,101 | ) | |
| (0.7 | ) | |
| (2,400 | ) | |
| (0.3 | ) | |
| (156 | ) | |
| (23 | ) | |
| * | |
Foreign exchange gain/(loss), net | |
| (382 | ) | |
| * | | |
| (9,678 | ) | |
| (1.3 | ) | |
| 1,395 | | |
| 202 | | |
| 0.3 | |
Gains/(losses) on disposal and closure of subsidiaries and branches | |
| (31,884 | ) | |
| (3.6 | ) | |
| (37,829 | ) | |
| (5.1 | ) | |
| (18,199 | ) | |
| (2,639 | ) | |
| (3.4 | ) |
Gains on Short-term investments | |
| 495 | | |
| 0.1 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Government grants | |
| 28,124 | | |
| 3.1 | | |
| 7,969 | | |
| 1.1 | | |
| 2,784 | | |
| 404 | | |
| (0.7 | ) |
Equity income/(loss) on equity method investments | |
| (1,532 | ) | |
| (0.2 | ) | |
| (149 | ) | |
| * | | |
| 3,534 | | |
| 512 | | |
| 0.9 | |
Gain on disposal of discontinued operations | |
| | | |
| | | |
| | | |
| | | |
| 74,728 | | |
| 10,835 | | |
| | |
Others, net | |
| 4,640 | | |
| 0.5 | | |
| 634 | | |
| 0.1 | | |
| 22,805 | | |
| 3,306 | | |
| 5.7 | |
(Loss)/income before income tax | |
| (406,980 | ) | |
| (45.4 | ) | |
| (406,536 | ) | |
| (55.8 | ) | |
| 39,695 | | |
| 5,753 | | |
| 9.9 | |
Income tax (expense)/benefit | |
| (5,803 | ) | |
| (0.6 | ) | |
| 20,239 | ) | |
| 2.8 | ) | |
| (817 | ) | |
| (118 | ) | |
| (0.2 | ) |
Net (loss)/income | |
| (412,783 | ) | |
| (46.0 | ) | |
| (386,297 | ) | |
| (53.0 | ) | |
| 38,878 | | |
| 5,635 | | |
| 9.7 | |
Comprehensive income (loss) | |
| (412,783 | ) | |
| (46.0 | ) | |
| (386,297 | ) | |
| (53.0 | ) | |
| 38,878 | | |
| 5,635 | | |
| 9.7 | |
* | The data for the years ended 2021 and 2020 included those
of the former VIEs. |
Year Ended December 31, 2022 Compared to Year
Ended December 31, 2021
Revenues
The total revenue decreased
by 45.2% from RMB729.0 million in 2021 to RMB399.4 million (US$57.9 million) in 2022, primarily as a result of the resurgence of the COVID-19
pandemic and a reduction in the number of offline learning centers of the former VIEs.
For general adult ELT, revenues
decreased from RMB176.8 million in 2021 to RMB53.5 million (US$7.8 million) in 2022, for overseas training services, revenues decreased
from RMB151.1 million in 2021 to RMB76.0 million (US$11.0 million) in 2022, and for Junior ELT, revenues decreased from RMB98.0 million
in 2021 to RMB53.2 million (US$7.7 million) in 2022.This decrease in revenues was largely driven by the primarily due to the resurgence
of COVID-19 pandemic and the closure of offline learning centers of the former VIEs.
For online ELT of the former
VIEs, revenues increased slightly from RMB290.3 million in 2021 to RMB132.6 million (US$19.2 million) in 2022.
Cost of revenue
The total cost of revenue decreased
by 46.0% from RMB483.7 million in 2021 to RMB261.1 million (US$37.9 million) in 2022. This was predominantly due to the reduction in the
number of offline learning centers of the former VIEs.
Gross Profit and Gross Profit Margin
As a result of the foregoing,
the gross profit decreased by 43.6%, from RMB245.3 million in 2021 to RMB138.3 million (US$20.1 million) in 2022. The gross profit margin
increased from 33.6% in 2021 to 34.6% in 2022.
Selling and Marketing Expenses
The selling and marketing expenses
decreased by 68.6% from RMB250.9 million in 2021 to RMB78.8 million (US$11.4 million) in 2022, primarily as a result of reduction in the
number of offline sales points of the former VIEs.
General and Administrative Expenses
The general and administrative
expenses decreased by 71.3% from RMB341.5 million in 2021 to RMB98.1 million (US$14.2 million) in 2022, primarily as a result of reduction
in the number of offline learning centers of the former VIEs.
Research and Development Expenses
The research and development
expenses decreased by 63.0% from RMB18.4 million in 2021 to RMB6.8 million (US$1.0 million) in 2022. The research and development expenses
is largely adjusted to the needs of the business of the former VIEs.
Interest Income
The interest income decreased
by 60.9% from RMB340,000 in 2021 to RMB133,000 (US$19,000) in 2022 mainly the decrease of interest income from cash deposit of the former
VIEs in 2022.
Interest Expenses
The interest expenses decreased
from RMB2.4 million in 2021 to RMB156,000 (US$23,000) in 2022. This decrease was primarily due to the repayments of bank loans of the
former VIEs this year.
Foreign Exchange Gain/(Loss), net
We had a net total of RMB9.7
million foreign exchange loss in 2021, as compared to a net total of RMB1.4 million (US$0.2 million) foreign exchange loss in 2022, mainly
due to a significant reduction in the Company’s foreign currency volume in 2022.
Gains/(losses) on disposal and closure of subsidiaries
and branches
Our losses on disposal and
closure of subsidiaries and branches increased from RMB37.8 million in 2021 to RMB18.2 million (US$2.6 million) in 2022. The former VIEs
closed more offline learning centers in 2022, which resulted in larger disposal losses.
Government Grants
We had a total of RMB8.0 million
government grants in 2021, as compared to RMB2.8 million (US$0.4 million) in 2022. Such government grants were non-recurring in nature
and could fluctuate.
Equity in Income/(loss) on Equity Method Investments
Our loss on equity method investments
decreased from RMB149,000 million in 2021 to RMB3.5 million (US$0.5 million) in 2022. This increase was primarily as a result of two of
the education service companies the former VIEs invested in, namely, Shenzhen SKT Education Technology Co., Ltd. and Beijing Wuyan Education
Consulting Co., Ltd., which boosted earnings in 2022.
Gain on disposal of discontinued operations
On November 22, 2022, the Company
terminated its VIE structure with the former VIEs, who primarily engaged in the provision of ELT services. From November 23, 2022, the
Company no longer retained any financial interest over the former VIEs and accordingly deconsolidated the former VIEs’ financial
statements from the Company’s consolidated financial statements. The disposal of the former VIEs represented a strategic shift and
gained RMB74.7 million (US$10.8 million) on disposal of discontinued operations.
Others, Net
Our net income from others
increased from a gain of RMB0.6 million in 2021 to a gain of RMB22.8 million (US$3.3 million) in 2022, primarily from property disposal
gains.
Income/(Loss) Before Income Tax
As a result of the foregoing,
we had a loss before income tax of RMB406.5 million in 2021, as compared to an income before income tax of RMB39.7 million (US$5.8 million)
in 2022.
Income Tax Expense/Benefit
We had income tax benefit of
RMB20.2 million in 2021, as compared to income tax expense of RMB0.8 million (US$0.1 million) in 2022.
Net Income/(Loss)
As a result of the foregoing, we had net loss of RMB386.3 million in
2021, as compared to a net income of RMB38.9 million (US5.6 million) in 2022.
Year Ended December 31, 2021 Compared
to Year Ended December 31, 2020
Revenues
The total revenue decreased
by 18.7% from RMB897.0 million in 2020 to RMB729.0 million in 2021, primarily as a result of the resurgence of the COVID-19 pandemic
and a reduction in the number of offline learning centers.
For general adult ELT, revenues
decreased from RMB333.5 million in 2020 to RMB176.8 million in 2021, for overseas training services, revenues increased from RMB130.6
million in 2020 to RMB151.1 million in 2021, and for Junior ELT, revenues decreased from RMB130.3 million in 2020 to RMB98.0 million
in 2021.This decrease in revenues was largely driven by the primarily due to the resurgence of COVID-19 and the closure of offline learning
centers.
For online ELT, revenues
increased slightly from RMB289.7 million in 2020 to RMB290.3 million in 2021.
Cost of revenue
The total cost of revenue
decreased by 20.3% from RMB607.1 million in 2020 to RMB483.7 million in 2021. This was predominantly due to efforts to optimize costs
and a reduction in the number of offline learning centers.
Gross Profit and Gross Profit Margin
As a result of the foregoing,
the gross profit decreased by 15.4%, from RMB290.0 million in 2020 to RMB245.3 million in 2021. The gross profit margin increased from
32.3% in 2020 to 33.6% in 2021.
Selling and Marketing Expenses
The selling and marketing
expenses decreased by 19.2% from RMB310.4 million in 2020 to RMB250.9 million in 2021, primarily as a result of reduction in the number
of offline sales points.
General and Administrative Expenses
The general and administrative
expenses decreased by 2.0% from RMB348.4 million in 2020 to RMB341.5 million in 2021.
Research and Development Expenses
The research and development
expenses decreased by 42.2% from RMB31.9 million in 2020 to RMB18.4 million in 2021. The research and development expenses is largely
adjusted to the needs of the business.
Interest Income
The interest income decreased
by 24.1% from RMB448,000 in 2020 to RMB340,000 in 2021 mainly the decrease of interest income from cash deposit in 2021.
Interest Expenses
The interest expenses decreased
from RMB6.1 million in 2020 to RMB2.4 million in 2021. This decrease was primarily due to the repayments of bank loans in 2021.
Foreign Exchange Gain/(Loss), net
We had a net total of RMB382,000
foreign exchange loss in 2020, as compared to a net total of RMB9.7 million foreign exchange loss in 2021, which was mainly generated
by a large amount of foreign currency exchange in 2021.
Gains/(losses) on disposal and closure of
subsidiaries and branches
Our losses on disposal and
closure of subsidiaries and branches increased from RMB31.9 million in 2020 to RMB37.8 million in 2021. The former VIEs optimized the
layout of offline centers and closed more offline learning centers in 2021, which resulted in larger disposal losses.
Gains on Short-term investments
Our gains on short-term investments
decreased from RMB495,000 in 2020 to nil in 2021, mainly because short-term investments were settled in 2021.
Government Grants
We had a total of RMB28.1
million government grants in 2020, as compared to RMB8.0 million (in 2021. Such government grants were non-recurring in nature and could
fluctuate.
Equity in Income/(loss) on Equity Method Investments
Our loss on equity method
investments decreased from RMB1.5 million in 2020 to RMB149,000 in 2021. This decrease was primarily a result of two of the education
service companies the former VIEs invested in, namely, Shenzhen SKT Education Technology Co., Ltd. and Beijing Wuyan Education Consulting
Co., Ltd., reduced losses in 2021.
Others, Net
Our net income from others
decreased from a gain of RMB4.6 million in 2020 to a gain of RMB0.6 million in 2021.
Income/(Loss) Before Income Tax
As a result of the foregoing,
we had a loss before income tax of RMB407.0 million in 2020, as compared to a loss before income tax of RMB406.5 million (US$63.8 million)
in 2021.
Income Tax Expense/Benefit
We had income tax expense
of RMB5.8 million in 2020, as compared to income tax benefit of RMB20.2 million (US$3.2 million) in 2021.
Net Income/(Loss)
As a result of the foregoing,
we had net loss of RMB412.8 million in 2020, as compared to a net loss of RMB386.3 million (US60.6 million) in 2021.
Non-GAAP Financial Measures
To supplement our consolidated
financial statements which are presented in accordance with U.S. GAAP, we also use adjusted net income and adjusted EBITDA as additional
non-GAAP financial measures. We present these non-GAAP financial measures because they are used by its management to evaluate our operating
performance. We also believe that such non-GAAP financial measures provide useful information to investors and others in understanding
and evaluating our consolidated results of operations in the same manner as our management and in comparing financial results across accounting
periods and to those of our peer companies.
Adjusted net income and adjusted
EBITDA should not be considered in isolation or construed as alternatives to net income/(loss) or any other measure of performance or
as indicators of our operating performance. Investors are encouraged to compare the historical non-GAAP financial measures with the most
directly comparable GAAP measures. Adjusted net income and adjusted EBITDA presented here may not be comparable to similarly titled measures
presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative
measures to our data. We encourage investors and others to review our financial information in its entirety and not rely on a single financial
measure.
Adjusted net income represents
net income/(loss) before share-based compensation and offering expenses. The table below sets forth a reconciliation of our adjusted net
income for the periods indicated:
| |
For the Year Ended
December 31, | |
| |
2018 | | |
2019 | | |
2020 | | |
2021 | | |
2022 | |
| |
RMB | | |
RMB | | |
RMB | | |
RMB | | |
RMB | | |
US$ | |
| |
(in thousands) | |
Net (loss)/income | |
| 53,445 | | |
| (225,068 | ) | |
| (412,783 | ) | |
| (386,297 | ) | |
| 38,878 | | |
| 5,637 | |
Add: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Share-based compensation expenses | |
| 7,648 | | |
| 96,661 | | |
| 52,256 | | |
| 23,334 | | |
| 5,854 | | |
| 849 | |
Offering expenses | |
| 14,766 | | |
| 28,123 | | |
| — | | |
| — | | |
| — | | |
| — | |
Warrant financing | |
| — | | |
| — | | |
| 41,118 | | |
| 2,404 | | |
| — | | |
| — | |
Adjusted net (loss)/income | |
| 75,859 | | |
| (100,284 | ) | |
| (319,409 | ) | |
| (360,559 | ) | |
| 44,732 | | |
| 6,486 | |
In addition, adjusted EBITDA
represents the net income/(loss) before interest expenses, income tax expenses, depreciation and amortization, and excluding share-based
compensation expenses and offering expenses. The table below sets forth a reconciliation of our adjusted EBITDA for the periods indicated:
| |
For the Year Ended
December 31, | |
| |
2018 | | |
2019 | | |
2020 | | |
2021 | | |
2022 | |
| |
RMB | | |
RMB | | |
RMB | | |
RMB | | |
RMB | | |
US$ | |
| |
(in thousands) | |
Net (loss)/income | |
| 53,445 | | |
| (225,068 | ) | |
| (412,783 | ) | |
| (386,297 | ) | |
| 38,878 | | |
| 5,637 | |
Subtract: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net interest income/(loss) | |
| 1,142 | | |
| (820 | ) | |
| (5,653 | ) | |
| (2,060 | ) | |
| (23 | ) | |
| (3 | ) |
Add: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Income tax expense/(benefit) | |
| 14,454 | | |
| 9,608 | | |
| 5,803 | | |
| (20,239 | ) | |
| 817 | | |
| 118 | |
Depreciation and amortization | |
| 54,944 | | |
| 58,453 | | |
| 55,950 | | |
| 37,881 | | |
| 28,802 | | |
| 4,176 | |
EBITDA | |
| 121,701 | | |
| (156,187 | ) | |
| (345,377 | ) | |
| (366,595 | ) | |
| 68,520 | | |
| 9,934 | |
Add: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Share-based compensation expenses | |
| 7,648 | | |
| 96,661 | | |
| 52,256 | | |
| 23,334 | | |
| 5,854 | | |
| 849 | |
Offering expenses | |
| 14,766 | | |
| 28,123 | | |
| — | | |
| — | | |
| — | | |
| — | |
Warrant financing | |
| — | | |
| — | | |
| 41,118 | | |
| 2,404 | | |
| — | | |
| — | |
Adjusted EBITDA | |
| 144,115 | | |
| (31,403 | ) | |
| (252,003 | ) | |
| (340,857 | ) | |
| 74,374 | | |
| 10,783 | |
Taxation
Cayman Islands
We are incorporated in the
Cayman Islands. Under the current law of the Cayman Islands, we are not subject to income or capital gains tax. In addition, dividend
payments are not subject to withholding tax in the Cayman Islands.
Hong Kong
Our two wholly-owned subsidiaries
in Hong Kong, Meten Education (Hong Kong) Limited and Likeshuo Education (Hong Kong) Limited, are subject to an income tax rate of 16.5%
for taxable income earned in Hong Kong. No Hong Kong profit tax has been levied in our consolidated financial statements as Meten
Education (Hong Kong) Limited and Likeshuo Education (Hong Kong) Limited had no assessable income for 2020, 2021 and 2022.
PRC
The former VIEs are companies
incorporated under the PRC laws and, as such, are subject to PRC enterprise income tax on their taxable income in accordance with the
relevant PRC income tax laws. Pursuant to the PRC Enterprise Income Tax Law, which became effective on January 1, 2008, a uniform
25% enterprise income tax rate is generally applicable to both foreign-invested enterprises and domestic enterprises, except where
a special preferential rate applies. The enterprise income tax is calculated based on the entity’s global income as determined under
PRC tax laws and accounting standards.
The former VIEs are subject to VAT at a rate of 6%, less any deductible
VAT we have already paid or borne. The former VIEs are also subject to surcharges on VAT payments in accordance with PRC law. In addition,
most of the subsidiaries of the former VIEs in China that participate in the non-diploma education service industry choose the simplified
method of taxation where the VAT collection rate is 3%.
B. Liquidity and Capital Resources
Cash Flows and Working Capital
The principal sources of liquidity
have been from cash generated from operating activities. As of December 31, 2020, 2021 and 2022, we had RMB90.1 million, RMB168.4
million and RMB333,000 (US$48,000), respectively, in cash and cash equivalents. Cash and cash equivalents consist of cash on hand placed
with banks or other financial institutions and highly liquid investment which are unrestricted as to withdrawal and use and have original
maturities of three months or less when purchased. Our cash and cash equivalents are primarily denominated in Renminbi.
We intend to finance future
working capital requirements and capital expenditures from cash generated from operating activities, and funds raised from financing activities,
including the net proceeds we received from the transactions. We believe that our current available cash and cash equivalents will be
sufficient to meet our working capital requirements and capital expenditures in the ordinary course of business for the next twelve months.
However, we may require additional
cash resources due to the changing business conditions or other future developments, including any investment or acquisition we may decide
to selectively pursue. If our existing cash resources are insufficient to meet our requirements, we may seek to sell equity or equity-linked securities,
sell debt securities or borrow from banks. We cannot assure you that financing will be available in the amounts we need or on terms acceptable
to us, if at all. The sale of additional equity securities would result in additional dilution to our shareholders. The incurrence of
indebtedness and issuance of debt securities would result in debt service obligations and could result in operating and financial covenants
that restrict our ability to pay dividends to our shareholders.
The following table sets forth
a summary of our cash flows for the periods presented:
| |
For the Year Ended December 31, | |
| |
2020 | | |
2021 | | |
2022 | |
| |
RMB | | |
RMB | | |
RMB | | |
US$ | |
| |
(in thousands) | |
Summary Consolidated Cash flow Data: | |
| | |
| | |
| | |
| |
Net cash flow generated from/(used in) operating activities | |
| (343,218 | ) | |
| (459,303 | ) | |
| (214,127 | ) | |
| (31,046 | ) |
Net cash used in investing activities | |
| (680 | ) | |
| (71,943 | ) | |
| (16,247 | ) | |
| (2,356 | ) |
Net cash generated from/(used in) financing activities | |
| 292,640 | | |
| 608,017 | | |
| 53,463 | | |
| 7,752 | |
Net increase/(decrease) in cash and cash equivalents and restricted cash | |
| (51,258 | ) | |
| 76,771 | | |
| (176,911 | ) | |
| (25,650 | ) |
Cash and cash equivalents and restricted cash at the beginning of year | |
| 151,731 | | |
| 100,473 | | |
| 177,244 | | |
| 25,698 | |
Cash and cash equivalents and restricted cash at the end of year | |
| 100,473 | | |
| 177,244 | | |
| 333 | | |
| 48 | |
Operating Activities
Net cash flow used in operating
activities amounted to RMB343.2 million for the year ended December 31, 2020. The difference between our net loss of RMB412.8 million
and the net cash used in operating activities was primarily due to (i) depreciation and amortization of RMB56.0 million; (ii) amortization
of operating lease right-of-use assets of RMB125.5 million; (iii) Warrant financing expenses of RMB41.1 million; (iv) share-based compensation
expenses of RMB52.3 million; and (v) a decrease in financial liabilities from contracts with customers of RMB105.5 million, partially
offset by (i) a decrease in operating lease liabilities of RMB107.0 million; (ii) an increase in accounts receivable of RMB22.1 million;
and (iii) a decrease in deferred revenue of RMB80.0 million. Operating lease liabilities decreased mainly due to the closure of some learning
centers and the withdrawal of lease. Our accounts receivable relates to the franchise fees to be received from franchised learning centers,
which increased for the year ended December 31, 2020 because we have received some students who have been transferred from the franchise
center. The decrease in deferred revenue for the year ended December 31, 2020 was mainly as a result of the decrease of gross billings
due to the COVID-19 pandemic.
Net cash flow used in operating
activities amounted to RMB459.3 million for the year ended December 31, 2021. The difference between our net loss of RMB386.3 million
and the net cash used in operating activities was primarily due to (i) depreciation and amortization of RMB37.9 million; (ii) amortization
of operating lease right-of-use assets of RMB72.5 million; (iii) impairment loss of goodwill of RMB81.6 million; (iv) share-based compensation
expenses of RMB23.3 million; and (v) loss on disposal and closure of subsidiaries and branches of RMB37.8 million, partially offset by
(i) a decrease in operating lease liabilities of RMB71.2 million; (ii) an decrease in financial liabilities from contracts with customers
of RMB46.6 million; and (iii) a decrease in deferred revenue of RMB140.3 million. Operating lease liabilities decreased mainly due to
the closure of some learning centers and the withdrawal of lease. The decrease in deferred revenue and financial liabilities from contracts
with customers for the year ended December 31, 2021 was mainly as a result of the decrease of gross billings due to the resurgence of
COVID-19 and a reduction in the number of offline learning centers.
Net cash flow used in operating
activities amounted to RMB214.1 million for the year ended December 31, 2022. The difference between our net loss of RMB38.9 million and
the net cash used in operating activities was primarily due to (i) depreciation and amortization of RMB28.8 million; (ii) amortization
of operating lease right-of-use assets of RMB9.3 million; (iii) realized gain on exchange of digital assets of RMB1.9 million; (iv) share-based
compensation expenses of RMB5.9 million; and (v) loss on disposal and closure of subsidiaries and branches of RMB18.2 million, partially
offset by (i) a decrease in operating lease liabilities of RMB9.1 million; (ii) an decrease in financial liabilities from contracts with
customers of RMB70.1 million; and (iii) a decrease in deferred revenue of RMB87.0 million; (iv) net gain on disposal of property and equipment
of RMB26.7 million; and (v) gains on disposal of subsidiaries and the former VIEs of RMB74.7 million. Operating lease liabilities decreased
mainly due to the closure of some learning centers of the former VIEs and the withdrawal of lease. The decrease in deferred revenue and
financial liabilities from contracts with customers for the year ended December 31, 2022 was mainly as a result of the decrease of gross
billings due to the resurgence of COVID-19 and a reduction in the number of offline learning centers of the former VIEs.
Investing Activities
Net cash used in investing
activities amounted to RMB680,000 for the year ended December 31, 2020, which was primarily attributable to (i) Purchase of short-term
investments RMB 42.0 million; (ii) the purchases of property and equipment of RMB25.7 million; and (iii) the advances to related parties
of RMB10.2 million, partially offset by (i) the proceeds from maturity of short-term investments RMB 42.5 million; (ii) the proceeds from
disposal of property and equipment RMB 22.7 million, and (iii) the repayment of advances to related parties of RMB11.9 million.
Net cash used in investing
activities amounted to RMB71.9 million for the year ended December 31, 2021, which was primarily attributable to (i) the purchases of
property and equipment of RMB73.1 million; and (ii) the advances to related parties of RMB44.2 million, partially offset by repayment
of advances to related parties of RMB 44.9 million.
Net cash used in investing
activities amounted to RMB16.2 million for the year ended December 31, 2022, which was primarily attributable to (i) the purchases of
property and equipment of RMB61.2 million; (ii) disposal of subsidiaries and VIEs of RMB17.5 million; and (iii) payment for investment
in associate of RMB12.4 million, partially offset by proceeds from disposal of property and equipment of RMB 73.1 million.
Financing Activities
Net cash flow generated from
financing activities amounted to RMB292.6 million for the year ended December 31, 2020, which was primarily attributable to (i) the proceeds
from recapitalization of RMB216.2 million; (ii) the proceeds from bank loans of RMB185.0 million; and (iii) the proceeds of advances from
related parties of RMB63.7 million, partially offset by (i) the repayment of advances from related parties of RMB14.3 million; and (ii)
the repayment of bank loans of RMB143.1 million.
Net cash flow generated from
financing activities amounted to RMB608.0 million for the year ended December 31, 2021, which was primarily attributable to (i) the proceeds
from recapitalization of RMB744.3 million; (ii) the proceeds from bank loans of RMB27.0 million; and (iii) the proceeds of advances from
related parties of RMB97.5 million, partially offset by (i) the repayment of advances from related parties of RMB105.9 million; and (ii)
the repayment of bank loans of RMB154.9 million.
Net cash flow generated from financing activities amounted to RMB53.5
million for the year ended December 31, 2022, which was primarily attributable to (i) proceeds from issuance of ordinary shares for private
placement of RMB44.5 million; and (ii) the proceeds from bank loans of RMB7.2 million; and (iii) the proceeds of advances from related
parties of RMB28.0 million, partially offset by (i) the repayment of advances from related parties of RMB19.1 million; and (ii) the repayment
of bank loans of RMB7.2 million.
Capital Expenditures
Our capital expenditures amounted
to RMB25.7 million, RMB73.1 million and RMB61.2 million (US$8.9 million) in 2020, 2021 and 2022, respectively, for purchases of property
and equipment and intangible assets, such as mining machines, course materials and software. We will continue to make capital expenditures
to meet the expected growth of the business and expect that cash generated from operating activities and financing activities will meet
our capital expenditure needs in the foreseeable future.
C.
Research and Development, Patents and Licenses, etc.
See “Item 4. Information
on the Company—B. Business Overview—Research and Development” and “—Intellectual Property.”
D.
Trend Information
Other than as disclosed elsewhere
in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period from January 1,
2022 to December 31, 2022 that are reasonably likely to have a material effect on our net revenues, income, profitability, liquidity
or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results
or financial conditions.
E.
Critical Accounting Estimates
Accounting estimates are an integral part of the financial statements
prepared by management and are based on management’s knowledge and experience about past and current events and assumptions about
future events. Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity
and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the
estimate on financial condition or operating performance is material.
Revenue Recognition
We adopted ASC 606, “Revenue
from Contracts with Customers” for all periods presented. Consistent with the criteria of ASC 606, we follow five steps for its
revenue recognition: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract;
(iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract;
and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The primary sources of our revenues are as
follows:
General adult ELT and overseas training services
Course and service fees for
general adult ELT are generally collected in advance as a package for: (i) course fee of main general adult English courses; (ii) course
fee of supplementary general adult English course; (iii) education materials; and (iv) assessment of level of English proficiency.
The overseas training services
are provided for customers who plan to take international standardized tests and/or study abroad. Such services mainly comprise international
standardized test preparation courses, which is the key component, and overseas study services.
Students can attend general
adult ELT courses and international standardized test preparation courses for predetermined course hours in a predetermined period of
time. Supplementary general adult ELT courses can be attended without limit in such period of time. Generally, students are entitled
to a short-term course trial period/trial courses which commence on the date the course begins or the date of contract signed. Refunds
are provided to students if they decide not to participate in such course within the trial period/trial courses. In addition, the former
VIEs offer refunds amount to 70% of the uncompleted course fees to students who withdraw from such courses, provided attended classes
are less than or equal to 30% of total course hours of such course at the time of withdrawal. No refund will be provided to students
who have attended more than 30% of the total course hours the underlying course.
Each type of service/product
included in the course fee is a separate unit of accounting, as each type has distinct nature with different patterns and measurements
of transfer to the students. We estimate standalone selling prices of each service/product and recognizes them in different revenue recording
methods.
For main general adult ELT
courses/international standardized test preparation courses, revenues are recognized proportionately as the course hours are consumed.
Students may not utilize all of their contracted rights within the service period. Such unutilized service treatments are referred to
as breakage. An expected breakage amount is determined by historical experience and is recognized as revenue in proportion to the pattern
of service utilized by the students.
For supplementary general
adult ELT courses, revenues are recognized on a straight line basis over the entire main general adult ELT course period.
For education materials and
assessments of level of English proficiency, revenues are recognized according to the accounting policy for sales of goods. See “— Sales
of goods.”
Course fees received are
initially recorded as financial liabilities from contracts with customers. During the trial period/trial courses, we recognize contract
assets when revenues are recognized. After the completion of trial period/trial courses but before the completion of 30% of total course
hours of such course, the contract assets are set off against the financial liabilities from contracts with customers, recognition of
revenue is recorded as a reduction of the related financial liabilities from contracts with customers, and nonrefundable amounts of course
fee are transferred from financial liabilities from contracts with customers to deferred revenue. After the completion of 30% of total
course hours of such course, the remaining financial liabilities from contracts with customers are reclassified as deferred revenue in
the consolidated balance sheet and the recognition of revenue is recorded as a reduction of the deferred revenue.
Online ELT
The former VIEs operate “Likeshuo”
platform to offer online live streaming ELT courses. Students enrolled for online courses by using prepaid study cards. For courses offered
on the “Likeshuo” platform, the former VIEs typically allow refunds of the course fees for any undelivered course hours after
deducting a platform operation charge associated with the delivering such courses online, provided that a student can apply for refund
at any time during these courses.
The proceeds collected for
the study cards are initially recorded as financial liabilities from contracts with customers. Revenues are generally recognized proportionately
as the course/service hours are delivered.
Junior ELT
The former VIEs offer junior
ELT services under the “Meten” brand and “ABC” brand. Students attend the classroom-based training for predetermined
course hours in a predetermined period of time.
We assess and consider a
number of factors when determining the transaction price. In making such assessment, we consider price concessions, discounts, rebates,
refunds, credits, incentives, performance bonuses, penalties or other similar items. For courses offered under the “Meten”
brand, the refund policy is similar to general adult ELT service. For courses offered under our “ABC” brand, customers are
generally entitled to a refund that is proportionate to incomplete course hours after a deduction of RMB2,000 as early contract termination
fee if such customer requests for a refund within 30 days upon the commencement of the course. No refund will be provided if a customer
requests a refund after 30 days upon the commencement of the course. Course fee received are initially recorded as financial liabilities
from contracts with customers. Within the 30-day trial period, recognition of revenue is recorded as a reduction of the related
financial liabilities from contracts with customers. After 30 days and upon the commencement of the course, the remaining financial
liabilities from contracts with customers are reclassified as deferred revenue in the consolidated balance sheet and the recognition
of revenue is recorded as a reduction of the deferred revenue. Revenues are generally recognized proportionately as the course hours
are delivered.
Sales of goods
Sales of goods are primarily
derived from (i) the sales of food and beverages at self-operated learning centers; and (ii) the delivery of education
materials and assessment report of level of English proficiency as included in the package of general adult ELT. Revenue is recognized
when the customer takes possession of and accepts the products.
Other English language-related services
Revenues from other English
language-related services are primarily derived from franchised learning center through which the franchisees are authorized to
use the former VIEs’ brands and are required to adopt the centralized management system. A one-time initial franchise fee
and one-time design consulting fee or a one-time renewal franchise fee is received when a franchise agreement is entered into
or renewed. During the term of the franchise agreement, the franchised learning center is charged recurring monthly franchise fees based
on an agreed percentage of its collected course and service fees and related individual course materials fees. The revenue of initial/renewal
franchise fee is recognized on a straight-line basis over the franchise period. The revenue of the one-time design consulting
fee is recognized when the consulting service is provided. The revenue of recurring franchise fee is recognized when the franchisee and
the former VIEs confirm and agree the calculation of the fee at the end of each month during the franchise period.
Lease
We adopted ASU No. 2016-02,
“Leases” on January 1, 2019. We determine if an arrangement is a lease at inception. Operating leases are included in
operating lease right-of-use (“ROU”) assets, current and non-current lease liabilities on the Group’s consolidated
balance sheets.
ROU lease assets represent
the right to use an underlying asset for the lease term and lease obligations represent our obligation to make lease payments arising
from the lease. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum
lease payments over the lease term at commencement date. As most of the former VIEs’ leases do not provide an implicit rate, we
use our incremental borrowing rate based on the information available at commencement date in determining the present value of future
payments. The operating lease ROU assets also include initial direct costs incurred and any lease payments made to the lessor at or before
the commencement date, minus any lease incentives received. Lease expense for minimum lease payments is recognized on a straight-line basis
over the lease term.
Goodwill
Goodwill represents the excess
purchase price over the estimated fair value of net assets acquired in a business combination.
Goodwill is not amortized
but is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired. Goodwill
is tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances
change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances
could include a significant change in business climate, legal factors, operating performance indicators, competition, or sale or disposition
of a significant portion of a reporting unit. Application of the goodwill impairment test requires judgment, including the identification
of the reporting unit, assignment of assets and liabilities to the reporting unit, assignment of goodwill to the reporting unit, and
determination of the fair value of each reporting unit. Estimating fair value is performed by utilizing various valuation techniques,
with a primary technique being a discounted cash flow which requires significant judgments, including estimation of future cash flows,
which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful
life over which cash flows will occur, and determination of our weighted average cost of capital.
Income Taxes
Income taxes are accounted
for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable
to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax
bases, as well as operating loss and tax credit carryforwards, if any. Deferred income tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered
or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or tax laws is recognized in the consolidated
statements of comprehensive income in the period the change in tax rates or tax laws is enacted. We reduce the carrying amounts of deferred
tax assets by a valuation allowance, if based on the available evidence, it is “more-likely-than-not” that such assets will
not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period
based on a “more-likely-than-not” realization threshold. This assessment considers, among other matters, the nature, frequency
and severity of current and cumulative losses, forecasts of futures profitability, the duration of statutory carryforward periods, and
our experience with operating loss and tax credit carryforwards, if any, not expiring.
In the financial statements,
we recognize the impact of a tax position if that position is “more likely than not” to prevail based on the facts and technical
merits of the position. Tax positions that meet the “more likely than not” recognition threshold are measured at the largest
amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. Changes in recognition or measurement
are reflected in the period in which the change in judgement occurs. Interest and penalties recognized related to an unrecognized tax
benefits are classified as income tax expense in the consolidated statements of comprehensive income.
Share-based compensation
Share-based compensation
costs are measured at the grant date. The compensation expense in connection with the shares awarded to employees is recognized using
the straight-line method over the requisite service period. Forfeitures are estimated at the time of grant, with such estimate updated
periodically and with actual forfeitures recognized currently to the extent they differ from the estimate. In determining the fair value
of the shares awarded to employees, the discounted cash flow pricing model has been applied.
ITEM 6. DIRECTORS,
SENIOR MANAGEMENT AND EMPLOYEES
A. Directors
and Senior Management
The following table sets forth the name,
age and position of each of our directors and executive officers as of the date of this annual report.
Name | |
Age | |
Position |
Siguang Peng(2)(3) | |
45 | |
Chief Executive Officer and Director |
Jishuang Zhao(2)(3) | |
47 | |
Director and Chairman of the Board of Directors |
Yupeng Guo | |
45 | |
Acting Chief Financial Officer |
Ye Ren(1) | |
34 | |
Independent Director |
Zhiyi Xie(1)(2)(3) | |
44 | |
Independent Director |
Jianlin Yu(1) | |
44 | |
Independent Director |
(1) |
Member of the Audit Committee |
(2) |
Member of the Nominating and Corporate Governance Committee |
(3) |
Member of the Compensation Committee |
Siguang Peng is
our founder and has served as our director and chief executive officer since inception. Prior to starting the former VIEs’ business
in 2006, Mr. Peng served as director of teaching department and principal of Quanzhou School of King’s International from
2004 to 2006. Mr. Peng received his EMBA degree from China Europe International Business School in 2011 and his bachelor’s
degree in international economics and trading from Changchun University of Science and Technology in 2000.
Jishuang Zhao is
our founder and has served as our chairman of the board of directors since inception. Prior to starting the former VIEs’ business
in 2006, Mr. Zhao served as the vice president at Fujian King’s International ELT School, or King’s International, from
2004 to 2006. Mr. Zhao received his EMBA degree from China Europe International Business School in 2010 and his bachelor’s
degree in trading economics from Changchun University of Science and Technology in 2000.
Yupeng Guo is
our founder and has served as our director and vice president since inception. Prior to starting the former VIEs’ business in 2006,
Mr. Guo served as director of marketing department of Quanzhou School of King’s International from 2005 to 2006. Mr. Guo
received his EMBA degree from China Europe International Business School in 2012, his master’s degree in business administration
from Shanghai Jiao Tong University in 2007 and his bachelor’s degree in trading and economics from Changchun University of Science
and Technology in 2000.
Ye Ren has served
as our independent director since June 2022. From August 2019 to March 2022, Ms. Ren served as chief financial officer of CN Energy Group
Ltd. (Nasdaq: CNEY) where she was responsible for supervising finance team, reviewing and approving financial and accounting transactions,
and financial regulation compliance. From April 2017 to July 2018, Ms. Ren served as the Deputy Finance Manager of Zhejiang
Yongning Pharmaceutical Co., Ltd., where she was responsible for department budget and internal control. From December 2014
to March 2017, Ms. Ren served as an assistant of the chief financial officer of Tantech Holdings Ltd. From October 2013
to November 2015, Ms. Ren served as a senior auditor of Pan-China Certificated Public Accountants LLP. Ms. Ren obtained
her bachelor’s degree in Business Administration from George Fox University in 2010 and her master’s degree in Accountancy
from the University of South Carolina in 2013.
Zhiyi Xie has
served as our independent director since August 2021. Mr. Zhiyi Xie has been the general manager of Shenzhen Shenghongtao Technology
Co., Ltd. since April 2017. Prior to that, Mr. Xie served as the general manager of Shenzhen Haiyue Huifu Investment Management
Co., Ltd. from 2016 to 2017. He served as the deputy general manager of Shenzhen Yipu Rui Venture Capital Co., Ltd. from 2010 to 2015.
Mr. Xie served as the investment director of Shenzhen Dingchuan Investment Co., Ltd. from 2008 to 2010. Mr. Xie obtained his
bachelor’s degree in law from Xiangtan University in 2000. He received his Lawyer’s Qualification Certificate and Fund Qualification
Certificate in 2000 and 2017, respectively.
Jianlin Yu has served
as our independent director since August 2021. Mr. Jianlin Yu has over 20 years of experience in management, investment and financing.
Mr. Yu has served as an executive partner at GTJA Investment Group since March 2016. From June 2013 to December 2015, Mr. Yu served as
a vice president at Zhuangyimei Health Investment Management Co., Ltd. Prior to that, Mr. Yu served as the general manager at Shenzhen
Ruici Health Management Co., Ltd. from April 2011 to May 2013. Mr. Yu received a bachelor’s degree in Aircraft Power Engineering
from Northwestern Polytechnical University in 1999 and received a master’s degree in Automatic control from South China University
of Technology in 2002 and an executive master of business administration degree from China Europe International Business School in 2013.
Executive Employment Agreements
We have entered into employment
agreements with each of our executive officers for a specified time period providing that the agreements are terminable for cause at
any time. The terms of these agreements are substantially similar to each other. A senior executive officer may terminate his or her
employment at any time by 30-day prior written notice. We may terminate the executive officer’s employment for cause, at any time,
without advance notice or remuneration, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or
any crime involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties.
Each executive officer has
agreed to hold in strict confidence and not to use, except for our benefit, any proprietary information, technical data, trade secrets
and know-how of our company or the confidential or proprietary information of any third party, including our subsidiaries and clients,
received by us. Each of these executive officers has also agreed to be bound by noncompetition and non-solicitation restrictions during
the term of his or her employment and typically for two years following the last date of employment.
Voting Agreement
On March 30, 2020, the Company,
Meten and certain shareholders of Meten and stockholders of the Company entered into a voting agreement (“Voting Agreement”)
pursuant to which they agreed to nominate nine members to our board of directors, including Benjamin Vedrenne-Cloquet, Charles McIntyre,
and Jishuang Zhao, Siguang Peng and Yupeng Guo, the founders of Meten, and Yongchao Chen, Yanli Chen, Zhiyi Xie, and Ying Cheng and to
take all actions necessary to vote all our ordinary shares beneficially owned by them for the election of such persons until the third
anniversary of the closing of the Mergers.
Board Diversity
The table below provides
certain information regarding the diversity of our board of directors as of the date of this annual report.
Board Diversity Matrix | |
| | |
Country of Principal Executive Offices: | |
| China | |
Foreign Private Issuer | |
| Yes | |
Disclosure Prohibited under Home Country Law | |
| No | |
Total Number of Directors | |
| 5 | |
| |
Female | | |
Male | | |
Non- Binary | | |
Did Not Disclose Gender | |
Part I: Gender Identity | |
| | | |
| | | |
| | | |
| | |
Directors | |
| 1 | | |
| 4 | | |
| 0 | | |
| 0 | |
Part II: Demographic Background | |
| | | |
| | | |
| | | |
| | |
Underrepresented Individual in Home Country Jurisdiction | |
| 0 | |
LGBTQ+ | |
| 0 | |
Did Not Disclose Demographic Background | |
| 0 | |
B.
Compensation of Directors and Executive Officers
Overview
For the fiscal year ended
December 31, 2022, we and our subsidiaries paid aggregate cash compensation of approximately RMB96,000 (US14,000) to our directors and
executive officers as a group. We do not pay or set aside any amounts for pensions, retirement or other benefits for officers and directors.
Outstanding Equity Awards at Fiscal Year End
The following table summarizes
for our employees, directors and service providers the outstanding options granted under the 2020 Plan as of December 31, 2022.
Name | |
Our Ordinary Shares | | |
Options Awarded | | |
Exercise Price | | |
Date of Grant | |
Date of Expiration | |
All non-executive employees as a group | |
| 397,998 | | |
| 397,998 | | |
| | | |
8/31/2022 | |
| | |
| |
| | | |
| | | |
| | | |
| |
| | |
Total | |
| 397,998 | | |
| 397,998 | | |
| | | |
| |
| | |
Share Incentive Plans
2013 Plan
Shenzhen Meten adopted the
2013 Plan in January 2013. The purpose of the 2013 Plan is to enhance Shenzhen Meten’s ability to attract and retain highly qualified
mid- to high-level management, consultants and other qualified persons, and to motivate such persons to serve us and to expend maximum
effort to improve our business results and earnings, by providing such persons an opportunity to share equity interest in our future
success.
2018 Plan
Meten adopted a new share
incentive plan, or the 2018 Plan, to replace the 2013 Plan in December 2018. Meten rolled over the awards granted under the 2013 Plan
with the same amount and terms in December 2018 to the Meten level, and as a result a total of 20,085,242 options were granted to the
plan participants according to the awards under our 2013 Plan and the 2018 Plan as described below. Upon the adoption of the 2018 Plan,
no additional awards were made under our 2013 Plan.
2020 Plan
In connection with the Mergers,
we adopted a new incentive plan to replace the 2018 Plan. We rolled over awards granted under the 2013 Plan and 2018 Plan with the same
amount and terms. As a result, options to purchase 397,998 of our ordinary shares were issued and outstanding on December 31, 2022. Additionally,
the Company reserved for issuance pursuant to the plan one percent (1%) of the total issued and outstanding ordinary shares on the closing
date (being 531,005 ordinary shares), and will reserve an additional 3.5% of then-outstanding shares each year for a period of four years
following the first anniversary of the closing date of the Mergers.
The following paragraphs
summarize the terms of the 2020 Plan:
Eligibility. Our
qualified officers, directors, employees, consultants and other qualified persons are eligible to participate in the 2020 Plan.
Types of Awards. The
2020 Plan permits the awards of options, share appreciation rights, share awards, restricted share units, dividend equivalents or other
share-based awards.
Plan Administration. Our
board of directors, or a committee designated by our board of directors, will administer the plan, unless otherwise determined by the
board of directors.
Evidence of award. Awards
can be evidenced by an agreement, certificate, resolution or other types of writing or an electronic medium approved by the board of
directors or the compensation committee as the plan administrator that sets forth the terms and conditions of the awards granted.
Conditions of Award. The
administrator shall determine the participants, types of awards, numbers of shares to be covered by awards, terms and conditions of each
award, and provisions with respect to the vesting schedule, settlement, exercise, cancellation, forfeiture or suspension of awards.
Term of Award. The
term of each award shall be fixed by the administrator and is stated in the award agreement between recipient of an award and us, provided
that the term shall generally be no more than five years from the date of grant thereof.
Vesting Schedule. In
general, the plan administration committee determines the vesting schedule, which is specified in the relevant award agreement.
Transfer Restrictions. Unless
otherwise determined by the administrator or for certain limited permitted transfers, no award and no right under any such award shall
be assignable, alienable, saleable or transferable by the employee holder otherwise than by will or by the laws of descent and distribution.
Amendment, Suspension
or Termination. The board of directors may amend, alter, suspend, discontinue or terminate the 2020 Plan, or any award agreement
hereunder or any portion hereof or thereof at any time, provided, however, that no such amendment, alteration, suspension, discontinuation
or termination shall be made without the consent of the affected recipient of an award with respect to any award agreement, the consent
of the affected recipient of an award, if such action would materially and adversely affect the rights of such recipient under any outstanding
award.
C.
Board Practices
Our board of directors consists
of five directors, including three independent directors, namely, Zhiyi Xie, Ye Ren, and Jianlin Yu. A director is not required to hold
any shares in our company by way of qualification. A director who is in any way, whether directly or indirectly, interested in a contract
or arrangement or proposed contract or arrangement with our company is required to declare the nature of his or her interest at a meeting
of our directors at which the question of entering into the contract or arrangement is first considered. Subject to the Nasdaq Capital
Market rules and separate requirement for audit committee approval under applicable law, and unless disqualified by a majority of the
board of directors not including the interested director, a director may vote in respect of any contract or arrangement or proposed contract
or arrangement notwithstanding that he or she may be interested therein, and may be counted in the quorum at any meeting of our directors
at which any such contract or transaction or proposed contract or transaction is considered. Our directors may exercise all the powers
of our company to raise or borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and
future) and uncalled capital and subject to applicable law, to issue debentures, debenture stock, bonds and other securities, whether
outright or as collateral security for any debt, liability or obligation of our company or of any third party.
Terms
of Directors and Executive Officers
Our
officers are elected by and serve at the discretion of our board of directors. Our directors are not subject to a term of office and
hold office until such time as they are removed from office by ordinary resolution or the unanimous written resolution of all shareholders.
None of our directors has a service contract with us that provides for benefits upon termination of service as a director.
Duties of Directors
Under Cayman Islands law,
our directors have a duty of loyalty to act honestly in good faith with a view to our best interests. Our directors also have a duty
to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable
circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our amended and restated memorandum
and articles of association. A shareholder has the right to seek damages if a duty owed by our directors is breached.
Committees of the Board of Directors
We have established three
fully independent committees under the board of directors: the audit committee, the nominating and corporate governance committee and
the compensation committee. We have adopted a charter for each of the three committees. The committee charters are available on our website
at www.investor.metenedu-edtechx.com. Each committee’s members and functions are described below.
Audit Committee
Our
audit committee consists of Ms. Ye Ren (chairperson of our audit committee), Mr. Zhiyi Xie and Mr. Jianlin Yu. We have determined
that each of Ms. Ye Ren, Mr. Zhiyi Xie and Mr. Jianlin Yu satisfies the “independence” requirements of Nasdaq Stock Market
Rules and Rule 10A-3 under the Exchange Act. We have determined that Ms. Ye Ren qualifies as an “audit committee financial
expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements
of our company. The audit committee is responsible for, among other things:
|
● |
appointing the independent auditors and pre-approving all auditing
and non-auditing services permitted to be performed by the independent auditors; |
|
● |
reviewing with the independent auditors any audit problems or difficulties
and management’s response; |
|
● |
discussing the annual audited financial statements with management
and the independent auditors; |
|
● |
reviewing the adequacy and effectiveness of our accounting and internal
control policies and procedures and any steps taken to monitor and control major financial risk exposures; |
|
● |
reviewing and approving all proposed related party transactions; and |
|
● |
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. |
Compensation Committee
Our
compensation committee consists of Mr. Jishuang Zhao (chairman of our compensation committee), Mr. Siguang Peng and Mr. Zhiyi
Xie. We have determined that Mr. Zhiyi Xie satisfies the “independence” requirements of Rule 5605 of the Nasdaq Stock
Market Rules. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms
of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting
during which his compensation is deliberated. The compensation committee is responsible for, among other things:
|
● |
reviewing and approving, or recommending to the board for its approval,
the compensation for our chief executive officer and other executive officers; |
|
● |
reviewing and recommending to the board for determination with respect
to the compensation of our non-employee directors; |
|
● |
reviewing periodically and approving any incentive compensation or
equity plans, programs or similar arrangements; and |
|
● |
selecting compensation consultant, legal counsel or other adviser only
after taking into consideration all factors relevant to that person’s independence from management. |
Nominating and Corporate Governance Committee
Our nominating and corporate
governance committee consists of Mr. Jishuang Zhao (chairman of our nominating and corporate governance committee), Mr. Siguang
Peng and Mr. Zhiyi Xie. We have determined that Mr. Zhiyi Xie satisfies the “independence” requirements of Rule 5605
of the Nasdaq Stock Market Rules. The nominating and corporate governance committee assists the board of directors in selecting individuals
qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance
committee is responsible for, among other things:
|
● |
selecting and recommending to the board nominees and officer 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; and |
|
● |
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. |
D.
Employees
We had 3,721, 1,229 and 16
full-time employees as of December 31, 2020, 2021 and 2022, respectively. The number of full-time employees as of December 31, 2020
and 2021 also includes the employees of the former VIEs. The following table sets forth the numbers of full-time employees, categorized
by function, as of December 31, 2022:
Function | |
Total | |
Management | |
| 4 | |
General and administration | |
| 12 | |
Total | |
| 16 | |
All
of our 18 employees reside in the PRC. Our officers, including our chief executive officer, Siguang Peng, and our acting chief
financial officer, Yupeng Guo, reside in the PRC.
We believe that our success
and continued growth depend on our ability to attract, retain, and motivate qualified employees. Through our subsidiaries, we offer our
employees competitive salaries, comprehensive training, and other fringe benefits and incentives. We believe that through our subsidiaries,
we maintain a good working relationship with our employees, and we have not experienced any material labor disputes or work stoppages.
None of our employees or PRC individuals are represented by labor unions, and no collective bargaining agreement has been put in place.
Our employees are not covered
by any collective bargaining agreement. We believe that we maintain a good working relationship with our employees, and we have not experienced
any significant labor disputes as of the date of this annual report.
E.
Share Ownership
The following table sets forth
information regarding the beneficial ownership based on 24,168,029 of our ordinary shares outstanding as of March 9, 2023 based on information
obtained from the persons named below, with respect to the beneficial ownership of our shares by:
|
● |
each person known by us to be the beneficial owner of more than 5%
of our outstanding shares; |
|
● |
each of our officers and directors; and |
|
● |
all our officers and directors as a group. |
Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially
owned by them.
Name and Address of Beneficial Owner | |
Amount and nature
of beneficial ownership | | |
Percentage of
outstanding ordinary shares |
|
Directors and Executive Officers (1) | |
| | |
|
|
Jishuang Zhao (2) | |
| 447,688 | | |
| 1.85 |
% |
Siguang Peng (3) | |
| 218,705 | | |
| 0.90 |
% |
Yupeng Guo (4) | |
| 111,949 | | |
| 0.46 |
% |
Zhiyi Xie | |
| - | | |
| - |
|
Guangqing Sun | |
| - | | |
| - |
|
Jianlin Yu | |
| - | | |
| - |
|
All directors and executive officers as a group | |
| 778,342 | | |
| 3.22 |
% |
| |
| | | |
| |
|
5% or Greater Shareholders | |
| | | |
| |
|
Yun Feng Assets Inc. (5) | |
| 3,211,673 | | |
| 13.29 |
% |
(1) |
Unless otherwise indicated, the business address of each of the individuals
is 3rd Floor, Tower A, Tagen Knowledge & Innovation Center, 2nd Shenyun West Road, Nanshan District, Shenzhen, Guangdong Province
518000, The People’s Republic of China. |
(2) |
Represents 447,688 ordinary shares directly held by JZ Education Investment
Limited, a business company limited by shares incorporated in British Virgin Islands and wholly owned by JZ Education Consulting
Limited, a British Virgin Islands company wholly owned and controlled by Jishuang Zhao. The registered office of JZ Education Investment
is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110. |
(3) |
Represents 218,705 ordinary shares directly held by AP Education Investment
Limited, a business company limited by shares incorporated in British Virgin Islands and wholly owned by AP Education Consulting
Limited, a British Virgin Islands company wholly owned and controlled by Siguang Peng. The registered office of AP Education Investment
is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110. |
(4) |
Represents 1 ordinary share held by Mr. Yupeng Guo and 111,948 ordinary
shares directly held by RG Education Investment Limited, a business company limited by shares incorporated in British Virgin Islands
and wholly owned by RG Education Consulting Limited, a British Virgin Islands company wholly owned and controlled by Yupeng Guo.
The registered office of RG Education Investment is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin
Islands VG1110. |
(5) |
Represents 3,211,673 ordinary shares held by Yun Feng Assets Inc., an exempted company incorporated in the Cayman Islands and wholly owned by Le Li. The registered office of Yun Feng Assets Inc. is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. |
None of our existing shareholders
have different voting rights from other shareholders. To our knowledge, we are not owned or controlled, directly or indirectly, by another
corporation, by any foreign government or by any other natural or legal persons, severally or jointly. We are not aware of any arrangement
that may, at a subsequent date, result in a change of control of our company.
To our best knowledge, as of
March 9, 2023, we had 24,168,029 ordinary shares issued and outstanding, among which approximately 82.03% of those ordinary shares are
held in the U.S., including CEDE & CO and six registered holders of record. The number of beneficial owners of our ordinary shares
in the U.S. is likely much larger than the three record holders of our ordinary shares in the U.S.
ITEM 7. MAJOR SHAREHOLDERS
AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
See “Item 6. Directors,
Senior Management and Employees—E. Share Ownership.”
B. Related
Party Transactions
Contractual Arrangements with The VIEs and
Their Respective Shareholders
See “Item 4. Information
on the Company—C. Organizational Structure.”
Employment Agreements
See “Item 6. Directors,
Senior Management and Employees—A. Directors and Senior Management—Executive Employment Agreements.”
Share Incentive Plans
See “Item 6. Directors,
Senior Management and Employees—B. Compensation of Directors and Executive Officers—Share Incentive Plans.”
Other Transactions with Related Parties
Relationship with related parties
Name
of party |
|
Relationship |
Mr. Jishuang Zhao |
|
Chairman of our Board of
Directors |
Mr. Yupeng Guo |
|
Acting Chief Financial Officer |
Mr. Siguang Peng |
|
Chief Executive Officer
and Director |
Met Chain Co.,Limited |
|
An associate of
the Company |
Transactions with related parties
In the year ended December
31, 2022, we received advances from Mr. Yupeng Guo in the amount of approximately RMB2 million (US$0.3 million), from Mr. Jishuang Zhao
in the amount of approximately RMB10.14 million (US$1.5 million), and from Met Chain Co., Limited in the amount of approximately RMB14.08
million (US$2.0 million).
In the year ended December 31,
2022, we repaid amount due to Mr. Jishuang Zhao of RMB10.24 million (US$1.5 million).
Amount due to related parties
As of December 31, 2022, our
outstanding balance due to Mr. Yupeng Guo was RMB2 million (US$0.3 million), our outstanding balance due to Mr. Jishuang Zhao was RMB30.40
million (US$4.4 million), and our outstanding balance due to Met Chain Co., Limited was RMB14.08 million (US$2.0 million).
C. Interests of Experts and Counsel
Not applicable.
ITEM 8. FINANCIAL
INFORMATION
A. Consolidated
Statements and Other Financial Information
We have appended consolidated
financial statements filed as part of this annual report.
Legal Proceedings
From time to time, we may
become a party to various legal or administrative proceedings arising in the ordinary course of our business, including actions with
respect to intellectual property infringement, violation of third-party licenses or other rights, breach of contract and labor and
employment claims. Except as otherwise disclosed in this annual report, we are currently not a party to, and we are not aware of any
threat of, any legal or administrative proceedings that, in the opinion of our management, are likely to have any material and adverse
effect on our business, financial condition, cash-flow or results of operations. We may periodically be subject to legal proceedings,
investigations and claims relating to our business. We may also initiate legal proceedings to protect our rights and interests.
Dividend Policy
We previously did not declare
or pay any cash dividends and have no intention to declare or pay any dividends in the near future on our ordinary shares. We currently
intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.
Our board of directors has
complete discretion in deciding whether to distribute dividends. Even if our board of directors decides to pay dividends, the timing,
amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our
capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition,
contractual restrictions and other factors deemed relevant by our board of directors.
We are a holding company
with no material operations of our own. We conduct our operations primarily through our subsidiaries. As a result, our ability to pay
dividends and to finance any debt we may incur depends upon dividends paid by our subsidiaries. If our existing subsidiaries or any newly
formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to
pay dividends to us.
B. Significant
Changes
Except as disclosed elsewhere
in this annual report, we have not experienced any significant changes since the date of our audited consolidated financial statements
included in this annual report.
ITEM 9. THE OFFER
AND LISTING
A. Offering
and Listing Details
Our ordinary shares are listed
on the Nasdaq Capital Market under the symbol “METX”. Holders of our ordinary shares should obtain current market quotations
for their shares. Our warrants have been trading on the Nasdaq Capital Market under the symbol “METXW” since May 27, 2020.
B. Plan of
Distribution
Not applicable.
C. Markets
Our ordinary shares are listed
on the Nasdaq Capital Market under the symbol “METX”. Our warrants have been trading on the Nasdaq Capital Market under the
symbol METXW since May 27, 2020.
D. Selling
Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses
of the Issue
Not applicable.
ITEM 10. ADDITIONAL
INFORMATION
A. Share Capital
Not applicable.
B. Memorandum
and Articles of Association
The following are summaries
of material provisions of our amended and restated memorandum and articles of association and the Companies Act insofar as they relate
to the material terms of our ordinary shares.
Ordinary Shares
General. Our
ordinary shares are fully paid and non-assessable. Shareholders who are non-residents of the Cayman Islands may freely hold and
transfer their ordinary shares.
Dividends. The
holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors. Dividends may be declared
and paid out of the funds legally available therefor. Dividends may also be declared and paid out of share premium account or any other
fund or account which can be authorized for this purpose in accordance with the Companies Act.
Classes of Ordinary Shares. We
have only one class of ordinary shares with all shares carrying equal rights and ranking pari passu with one another.
Voting Rights. In
respect of all matters subject to a shareholders’ vote, holders of ordinary shares shall, at all times, vote together as one class
on all matters submitted to a vote by the members at any such general meeting. Each ordinary share shall be entitled to one vote on all
matters subject to the vote at our general meetings. Voting at any meeting of shareholders is by show of hands unless a poll is demanded.
A poll may be demanded by the chairman of such meeting or any one or more shareholders representing not less than 10% of the total voting
rights of all the shareholders present in person or by proxy entitled to vote at the meeting.
An ordinary resolution to
be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary
shares cast at a meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast
attaching to the outstanding ordinary shares at a meeting and includes a unanimous written resolution. A special resolution will be required
for important matters such as a change of name, reducing the share capital or making changes to our amended and restated memorandum and
articles of association.
Transfer of Ordinary
Shares. Subject to the restrictions contained in the Lock-Up Agreements, Amended Stock Escrow Agreement, and as otherwise
set forth in the Merger Agreement, and subject to any further restrictions contained in our amended and restated articles of association,
any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form
or any other form approved by our board of directors.
Our board of directors may,
in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien.
Our board of directors may also decline to register any transfer of any ordinary share unless:
|
● |
the instrument of transfer is lodged at the registered office of us
or such other place at which the principal register is kept in accordance with the law or the registration office (as the case may
be) accompanied by the relevant share certificate(s) and such other evidence as the board of directors may reasonably require to
show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his
behalf, the authority of that person so to do); |
|
|
|
|
● |
the instrument of transfer is in respect of only one class of shares; |
|
|
|
|
● |
the instrument of transfer is properly stamped, if required; 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. |
If our directors refuse to
register a transfer, they shall, within three months after the date on which the instrument of transfer was lodged, send to each of the
transferor and the transferee notice of such refusal.
The registration of transfers
may, after compliance with any notice required of Nasdaq, be suspended and the register of members closed at such times and for such
periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be
suspended nor the register of members closed for more than 30 days in any year as our board may determine.
Liquidation. On
a return of capital on winding-up or otherwise (other than on conversion, redemption or purchase of ordinary shares), assets available
for distribution among the holders of ordinary shares shall be distributed among the holders of the ordinary shares on a pro rata basis.
If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so
that the losses are borne by our shareholders proportionately.
Calls on Ordinary Shares
and Forfeiture of Ordinary Shares. Our board of directors may from time to time make calls upon shareholders for any amounts
unpaid on their ordinary shares in a notice served to such shareholders at least 14 clear days prior to the specified time of payment.
The ordinary shares that have been called upon and remain unpaid are subject to forfeiture.
Redemption of Ordinary
Shares. The Companies Act and our amended and restated articles of association permit us to purchase our own shares. In
accordance with our amended and restated articles of association and provided the necessary shareholders or board approval have been
obtained, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders of these shares,
on such terms and in such manner, including out of capital, as may be determined by our board of directors.
Variations of Rights
of Shares. All or any of the special rights attached to any class of shares may, subject to the provisions of the Companies
Act, be varied with the consent in writing of the holders of not less than two-thirds of the issued shares of that class, or with
the sanction of a resolution passed by at least a two-thirds majority of the holders of shares of the class present in person or
by proxy at a separate general meeting of the holders of the shares of that class. The rights conferred upon the holders of the shares
of any class issued shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be
materially adversely varied by or abrogated by, inter alia, the creation or allotment or issue of further shares ranking pari
passu with or subsequent to such existing class of shares.
General Meetings of
Shareholders. Shareholders’ meetings may be convened by a majority of the board of directors or the chairman of the
board of directors, and they shall on a member’s requisition forthwith proceed to convene a general meeting. A member’s requisition
is a requisition of shareholders holding at the date of deposit of the requisition shares which carry in aggregate not less than one-third (1/3)
of all votes attaching to all issued and outstanding shares that as at the date of the deposit carry the right to vote at our general
meetings. Advance notice of at least ten calendar days is required for the convening of our annual general shareholders’ meeting
and any other general meeting of shareholders, provided that a general meeting or our shareholders shall be deemed to have been duly
convened if it is so agreed:
|
(i) |
in the case of an annual general meeting by all the shareholders (or
their proxies) entitled to attend and vote thereat; and |
|
(ii) |
in the case of an extraordinary general meeting, by two-thirds (2/3)
of the shareholders having a right to attend and vote at the meeting, present in person or by proxy or, in the case of a corporation
or other non-natural person, by its duly authorized representative or proxy. |
Any action required or permitted
to be taken at any annual or extraordinary general meetings may be taken only upon the vote of the shareholders at an annual or extraordinary
general meeting duly noticed and convened in accordance with our amended and restated articles of association and the Companies Act and
may not be taken by written resolution of shareholders without a meeting.
Voting Rights Attaching
to the Shares. Subject to any rights and restrictions for the time being attached to any ordinary share,
on a show of hands every shareholder present in person and every person representing a shareholder by proxy shall, at a shareholders’
meeting, each have one vote and on a poll every shareholder and every person representing a shareholder by proxy shall have one vote
for each share of which he or the person represented by proxy is the holder.
Inspection of Books
and Records. Holders of our ordinary shares will have no general right under Cayman Islands law to inspect
or obtain copies of our list of shareholders or corporate records. However, we will provide shareholders with the right to inspect the
list of shareholders and to receive annual audited financial statements.
Changes in Capital.
We may from time to time by ordinary resolution:
|
● |
increase the share capital by such sum, to be divided into shares of
such amount, as the resolution shall prescribe; |
|
● |
divide the shares into several classes and without prejudice to any
special rights previously conferred on the holders of existing shares attach thereto respectively any preferential, deferred, qualified
or special rights, privileges, conditions or such restrictions which in the absence of any such determination by our shareholders,
as the board of directors may determine; |
|
● |
consolidate and divide all or any of the share capital into shares
of a larger amount than the existing shares; |
|
● |
subdivide the existing shares, or any of them into shares of a smaller
amount; or |
|
● |
cancel any shares which, at the date of the passing of the resolution,
have not been taken or agreed to be taken by any person. |
We may by special resolution,
subject to any confirmation or consent required by the Companies Act, reduce our share capital or any capital redemption reserve in any
manner permitted by law.
Indemnification of
Directors and Officers. Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association
may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands
courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the
consequences of committing a crime. Our amended and restated memorandum and articles of association will provide for indemnification
of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such,
except through their fraud or dishonesty.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing
provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities
Act and is theretofore unenforceable.
C.
Material Contracts
On December 20, 2021, the
Company entered into an agreement with Mr. Zhijun Liu, Ms. Yunning Li, Mr. Manning Liao and Mr. Xiaodong Feng, pursuant to which all parties
agreed to form a company for the purpose of engaging in the business of researching, developing, manufacturing and selling cryptocurrency
mining machines. As of the date of this annual report, the Company holds 24.3% of the equity interests in the affiliated company.
We have not entered into
any material contracts other than in the ordinary course of business and other than those described in this section, “Item 4. Information
on the Company,” “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions” or
elsewhere in this annual report.
D.
Exchange Controls
There are no governmental
laws, decrees, regulations, or other legislation in the Cayman Islands that may affect the import or export of capital, including the
availability of cash and cash equivalents for use by us, or that may affect the remittance of dividends, interest, or other payments
by us to non-resident holders of our ordinary shares. There is no limitation imposed by the laws of the Cayman Islands or in
our amended and restated articles of association currently in effect on the right of non-residents to hold or vote shares.
E.
Taxation
The following discussion
of the material Cayman Islands and United States federal income tax consequences of an investment in our ordinary shares is based upon
laws and relevant interpretations thereof in effect as of the date of this annual report on Form 20-F, all of which are subject to change.
This discussion does not deal with all possible tax consequences relating to an investment in our ordinary shares, such as the tax consequences
under state, local and other tax laws. Accordingly, each investor should consult its own tax advisor regarding the tax consequences of
an investment in our ordinary shares applicable under its particular circumstances.
Cayman Islands Taxation
We are incorporated in the
Cayman Islands. Under the current law of the Cayman Islands, we are not subject to income or capital gains tax. In addition, dividend
payments are not subject to withholding tax in the Cayman Islands.
United States Federal Income Tax Considerations
The following does not address
the tax consequences to any particular investor or to persons in special tax situations such as:
|
● |
banks; |
|
|
|
|
● |
financial institutions; |
|
|
|
|
● |
insurance companies; |
|
|
|
|
● |
regulated investment companies; |
|
|
|
|
● |
real estate investment trusts; |
|
● |
broker-dealers; |
|
|
|
|
● |
persons that elect to mark their securities to
market; |
|
|
|
|
● |
U.S. expatriates or former long-term residents
of the U.S.; |
|
|
|
|
● |
governments or agencies or instrumentalities thereof; |
|
|
|
|
● |
tax-exempt entities; |
|
|
|
|
● |
persons liable for alternative minimum tax; |
|
|
|
|
● |
persons holding our ordinary shares as part of
a straddle, hedging, conversion or integrated transaction; |
|
|
|
|
● |
persons that actually or constructively own 10%
or more of our voting power or value (including by reason of owning our ordinary shares); |
|
|
|
|
● |
persons who acquired our ordinary shares pursuant
to the exercise of any employee share option or otherwise as compensation; |
|
|
|
|
● |
persons holding our ordinary shares through partnerships
or other pass-through entities; |
|
|
|
|
● |
beneficiaries of a Trust holding our ordinary
shares; or |
|
|
|
|
● |
persons holding our ordinary shares through a
Trust. |
Material Tax Consequences Applicable to
U.S. Holders of Our Ordinary Shares
The following sets forth
the material U.S. federal income tax consequences related to the ownership and disposition of our ordinary shares. It is directed to
U.S. Holders (as defined below) of our ordinary shares and is based upon laws and relevant interpretations thereof in effect as of the
date of this annual report, all of which are subject to change. This description does not deal with all possible tax consequences relating
to ownership and disposition of our ordinary shares or U.S. tax laws, other than the U.S. federal income tax laws, such as the tax consequences
under non-U.S. tax laws, state, local and other tax laws.
The brief description below
of the U.S. federal income tax consequences to “U.S. Holders” will apply to you if you are a beneficial owner of Ordinary
Share and you are, for U.S. federal income tax purposes,
|
● |
an individual who is a citizen or resident of
the United States; |
|
|
|
|
● |
a corporation (or other entity taxable as a corporation
for U.S. federal income tax purposes) organized under the laws of the United States, any state thereof or the District of Columbia; |
|
|
|
|
● |
an estate whose income is subject to U.S. federal
income taxation regardless of its source; or |
|
|
|
|
● |
a trust that (1) is subject to the primary supervision
of a court within the United States and the control of one or more U.S. persons for all substantial decisions or (2) has a valid
election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. |
Taxation of Dividends and Other Distributions
on our Ordinary Shares
Subject to the PFIC (defined
below) rules discussed below, the gross amount of distributions made by us to you with respect to the ordinary shares (including the
amount of any taxes withheld therefrom) will generally be includable in your gross income as dividend income on the date of receipt by
you, but only to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined under
U.S. federal income tax principles). With respect to corporate U.S. Holders, the dividends will not be eligible for the dividends-received
deduction allowed to corporations in respect of dividends received from other U.S. corporations.
With respect to non-corporate
U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable to qualified dividend
income, provided that (1) the ordinary shares are readily tradable on an established securities market in the United States, or we are
eligible for the benefits of an approved qualifying income tax treaty with the United States that includes an exchange of information
program, (2) we are not a PFIC (defined below) for either our taxable year in which the dividend is paid or the preceding taxable year,
and (3) certain holding period requirements are met. Because there is no income tax treaty between the United States and the Cayman Islands,
clause (1) above can be satisfied only if the ordinary shares are readily tradable on an established securities market in the United
States. Under U.S. Internal Revenue Service authority, ordinary shares are considered for purpose of clause (1) above to be readily tradable
on an established securities market in the United States if they are listed on certain exchanges, which presently includes the New York
Stock Exchange and the Nasdaq Stock Market. You are urged to consult your tax advisors regarding the availability of the lower rate for
dividends paid with respect to our ordinary shares, including the effects of any change in law after the date of this annual report.
Dividends will constitute
foreign source income for foreign tax credit limitation purposes. If the dividends are taxed as qualified dividend income (as discussed
above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will be limited to
the gross amount of the dividend, multiplied by the reduced rate divided by the highest rate of tax normally applicable to dividends.
The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose,
dividends distributed by us with respect to our ordinary shares will constitute “passive category income” but could, in the
case of certain U.S. Holders, constitute “general category income.”
To the extent that the amount
of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles),
it will be treated first as a tax-free return of your tax basis in your ordinary shares, and to the extent the amount of the distribution
exceeds your tax basis, the excess will be taxed as capital gain. We do not intend to calculate our earnings and profits under U.S. federal
income tax principles. Therefore, a U.S. Holder should expect that a distribution will be treated as a dividend even if that distribution
would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.
Taxation of Dispositions of Ordinary Shares
Subject to the passive foreign
investment company rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition
of a share equal to the difference between the amount realized (in U.S. dollars) for the share and your tax basis (in U.S. dollars) in
the ordinary shares. The gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S.
Holder, who has held the ordinary shares for more than one year, you will generally be eligible for reduced tax rates. The deductibility
of capital losses is subject to limitations. Any such gain or loss that you recognize will generally be treated as United States source
income or loss for foreign tax credit limitation purposes which will generally limit the availability of foreign tax credits.
Passive Foreign Investment Company (“PFIC”)
A non-U.S. corporation is
considered a PFIC, as defined in Section 1297(a) of the U.S. Internal Revenue Code, for any taxable year if either:
|
● |
at least 75% of its gross income for such taxable
year is passive income; or |
|
|
|
|
● |
at least 50% of the value of its assets (based
on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for
the production of passive income (the “asset test”). |
Passive income generally
includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business)
and gains from the disposition of passive assets. We will be treated as owning our proportionate share of the assets and earning our
proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock.
In determining the value and composition of our assets for purposes of the PFIC asset test, the value of our assets must be determined
based on the market value of our ordinary shares from time to time, which could cause the value of our non-passive assets to be less
than 50% of the value of all of our assets on any particular quarterly testing date for purposes of the asset test.
Based on our operations and
the composition of our assets we do not expect to be treated as a PFIC under the current PFIC rules. We must make a separate determination
each year as to whether we are a PFIC, however, and there can be no assurance with respect to our status as a PFIC for our current
taxable year or any future taxable year. Depending on the amount of assets held for the production of passive income, it is
possible that, for our current taxable year or for any subsequent taxable year, more than 50% of our assets may be assets held
for the production of passive income. We will make this determination following the end of any particular tax year. In addition,
because the value of our assets for purposes of the asset test will generally be determined based on the market price of our ordinary
shares, our PFIC status will depend in large part on the market price of our ordinary shares. Accordingly, fluctuations in the market
price of the ordinary shares may cause us to become a PFIC. In addition, the application of the PFIC rules is subject to uncertainty
in several respects and the composition of our income and assets will be affected by how, and how quickly, we spend our liquid assets.
We are under no obligation to take steps to reduce the risk of our being classified as a PFIC, and as stated above, the determination
of the value of our assets will depend upon material facts (including the market price of our ordinary shares from time to time) that
may not be within our control. If we are a PFIC for any year during which you hold ordinary shares, we will continue to be treated
as a PFIC for all succeeding years during which you hold ordinary shares. If we cease to be a PFIC and you did not previously make
a timely “mark-to-market” election as described below, however, you may avoid some of the adverse effects of the PFIC regime
by making a “purging election” (as described below) with respect to the ordinary shares.
If we are a PFIC for your
taxable year(s) during which you hold ordinary shares, you will be subject to special tax rules with respect to any “excess distribution”
that you receive and any gain you realize from a sale or other disposition (including a pledge) of the ordinary shares, unless you make
a “mark-to-market” election as discussed below. Distributions you receive in a taxable year that are greater than 125% of
the average annual distributions you received during the shorter of the three preceding taxable years or your holding period for the
ordinary shares will be treated as an excess distribution. Under these special tax rules:
|
● |
the excess distribution or gain will be allocated
ratably over your holding period for the ordinary shares; |
|
● |
the amount allocated to your current taxable year,
and any amount allocated to any of your taxable year(s) prior to the first taxable year in which we were a PFIC, will be treated
as ordinary income, and |
|
|
|
|
● |
the amount allocated to each of your other taxable
year(s) will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments
of tax will be imposed on the resulting tax attributable to each such year. |
The tax liability for amounts
allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses
for such years, and gains (but not losses) realized on the sale of the ordinary shares cannot be treated as capital, even if you hold
the ordinary shares as capital assets.
A U.S. Holder of “marketable
stock” (as defined below) in a PFIC may make a mark-to-market election under Section 1296 of the US Internal Revenue Code for such
stock to elect out of the tax treatment discussed above. If you make a mark-to-market election for first taxable year which you hold
(or are deemed to hold) ordinary shares and for which we are determined to be a PFIC, you will include in your income each year an amount
equal to the excess, if any, of the fair market value of the ordinary shares as of the close of such taxable year over your adjusted
basis in such ordinary shares, which excess will be treated as ordinary income and not capital gain. You are allowed an ordinary loss
for the excess, if any, of the adjusted basis of the ordinary shares over their fair market value as of the close of the taxable year.
Such ordinary loss, however, is allowable only to the extent of any net mark-to-market gains on the ordinary shares included in your
income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or
other disposition of the ordinary shares, are treated as ordinary income. Ordinary loss treatment also applies to any loss realized on
the actual sale or disposition of the ordinary shares, to the extent that the amount of such loss does not exceed the net mark-to-market
gains previously included for such ordinary shares. Your basis in the ordinary shares will be adjusted to reflect any such income or
loss amounts. If you make a valid mark-to-market election, the tax rules that apply to distributions by corporations which are not PFICs
would apply to distributions by us, except that the lower applicable capital gains rate for qualified dividend income discussed above
under “— Taxation of Dividends and Other Distributions on our Ordinary Shares” generally would not apply.
The mark-to-market election
is available only for “marketable stock,” which is stock that is traded in other than de minimis quantities on at least 15
days during each calendar quarter (“regularly traded”) on a qualified exchange or other market (as defined in applicable
U.S. Treasury regulations), including the Nasdaq Capital Market. If the ordinary shares are regularly traded on the Nasdaq Capital Market
and if you are a holder of ordinary shares, the mark-to-market election would be available to you were we to be or become a PFIC.
Alternatively, a U.S. Holder
of stock in a PFIC may make a “qualified electing fund” election under Section 1295(b) of the US Internal Revenue Code with
respect to such PFIC to elect out of the tax treatment discussed above. A U.S. Holder who makes a valid qualified electing fund election
with respect to a PFIC will generally include in gross income for a taxable year such holder’s pro rata share of the corporation’s
earnings and profits for the taxable year. However, the qualified electing fund election is available only if such PFIC provides such
U.S. Holder with certain information regarding its earnings and profits as required under applicable U.S. Treasury regulations. We do
not currently intend to prepare or provide the information that would enable you to make a qualified electing fund election. If you hold
ordinary shares in any taxable year in which we are a PFIC, you will be required to file U.S. Internal Revenue Service Form 8621 in each
such year and provide certain annual information regarding such ordinary shares, including regarding distributions received on the ordinary
shares and any gain realized on the disposition of the ordinary shares.
If you do not make a timely
“mark-to-market” election (as described above), and if we were a PFIC at any time during the period you hold our ordinary
shares, then such ordinary shares will continue to be treated as stock of a PFIC with respect to you even if we cease to be a PFIC in
a future year, unless you make a “purging election” for the year we cease to be a PFIC. A “purging election”
creates a deemed sale of such ordinary shares at their fair market value on the last day of the last year in which we are treated as
a PFIC. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as
an excess distribution, as described above. As a result of the purging election, you will have a new basis (equal to the fair market
value of the ordinary shares on the last day of the last year in which we are treated as a PFIC) and holding period (which new holding
period will begin the day after such last day) in your ordinary shares for tax purposes.
IRC
Section 1014(a) provides for a step-up in basis to the fair market value for our ordinary shares when inherited from a decedent
that was previously a holder of our ordinary shares. However, if we are determined to be a PFIC and a decedent that was a U.S. Holder
did not make either a timely qualified electing fund election for our first taxable year as a PFIC in which the U.S. Holder held
(or was deemed to hold) our ordinary shares, or a mark-to-market election and ownership of those ordinary shares are inherited, a special
provision in IRC Section 1291(e) provides that the new U.S. Holder’s basis should be reduced by an amount equal to the
Section 1014 basis minus the decedent’s adjusted basis just before death. As such if we are determined to be a PFIC at any
time prior to a decedent’s passing, the PFIC rules will cause any new U.S. Holder that inherits our ordinary shares from a
U.S. Holder to not get a step-up in basis under Section 1014 and instead will receive a carryover basis in those ordinary shares.
You are urged to consult
your tax advisors regarding the application of the PFIC rules to your investment in our ordinary shares and the elections discussed above.
Information Reporting and Backup Withholding
Dividend payments with respect
to our ordinary shares and proceeds from the sale, exchange or redemption of our ordinary shares may be subject to information reporting
to the U.S. Internal Revenue Service and possible U.S. backup withholding under Section 3406 of the U.S. Internal Revenue Code with at
a current flat rate of 24%. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification
number and makes any other required certification on U.S. Internal Revenue Service Form W-9 or who is otherwise exempt from backup withholding.
U.S. Holders who are required to establish their exempt status generally must provide such certification on U.S. Internal Revenue Service
Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information reporting and backup
withholding rules.
Backup withholding is not
an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may
obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the
U.S. Internal Revenue Service and furnishing any required information. We do not intend to withhold taxes for individual shareholders.
However, transactions effected through certain brokers or other intermediaries may be subject to withholding taxes (including backup
withholding), and such brokers or intermediaries may be required by law to withhold such taxes.
Under the Hiring Incentives
to Restore Employment Act of 2010, certain U.S. Holders are required to report information relating to our ordinary shares, subject to
certain exceptions (including an exception for ordinary shares held in accounts maintained by certain financial institutions), by attaching
a complete Internal Revenue Service Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in
which they hold ordinary shares.
F.
Dividends and Paying Agents
Not applicable.
G.
Statement by Experts
Not applicable.
H.
Documents on Display
We are subject to certain
of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,” we are exempt from
the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors
and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section
16 of the Exchange Act, with respect to their purchase and sale of our shares. In addition, we are not required to file reports and financial
statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However,
we are required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting
firm. We also furnish to the SEC, on Form 6-K, unaudited financial information after each of our first three fiscal quarters. You can
request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. The SEC also maintains a website at http://www.sec.gov
that contains reports and other information that we file with or furnish electronically with the SEC. Additionally, documents referred
to in this Form 20-F may be inspected at our corporate offices, which are located at 3rd Floor, Tower A, Tagen Knowledge & Innovation
Center, 2nd Shenyun West Road, Nanshan District, Shenzhen, Guangdong Province, 518000, People’s Republic of China.
I.
Subsidiary Information
Not applicable.
ITEM 11. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Credit and Concentration Risk
Our credit risk arises from
cash and cash equivalents, short-term investments, prepayments and other current assets, and accounts receivable. The carrying amounts
of these financial instruments represent the maximum amount of loss due to credit risk.
We expect that there is no
significant credit risk associated with the cash and cash equivalents and short-term investments which are held by reputable financial
institutions in the jurisdictions where we are located. We believe that it is not exposed to unusual risks as these financial institutions
have high credit quality. We have no significant concentrations of credit risk with respect to its prepayments.
Accounts receivable is typically
unsecured and are derived from revenue earned either from franchisees or from students under the installment payment arrangement. The
risk with respect to accounts receivable is mitigated by credit evaluations performed on them.
The credit risk exposure
resulted from guarantee provided for customers under the installment payment arrangement are disclosed in note 22(b) to Meten’s
audited consolidated financial statements included elsewhere in this annual report.
ITEM 12. DESCRIPTION
OF SECURITIES OTHER THAN EQUITY SECURITIES
A.
Debt Securities
Not applicable.
B.
Warrants and Rights
See Exhibit 2.7 to this annual
report for description of our warrants.
C.
Other Securities
Not applicable.
D.
American Depositary Shares
Not applicable.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands of RMB, except share data and per share data, or otherwise noted)
1. | Organization and Principal Activities |
Meten EdtechX Education Group Ltd (the
“Company”) was incorporated on September 27, 2019 in the Cayman Islands as an exempted company with limited liability. Meten
EdtechX Education Group Ltd changed its name to “Meten Holding Group Ltd” on August 11, 2021. The Company is primarily engaged
in the bitcoin mining business, and also generates revenue through mining machines resale and rental business operations.
As of December 31, 2022, the details
of the Company’s subsidiaries were as follows:
Entity | |
Date of incorporation | |
Place of incorporation | |
Percentage of direct or indirect economic
ownership | |
Principal activities |
Major subsidiaries: | |
| |
| |
| |
|
Meten International Education Group | |
July 10, 2018 | |
Cayman Islands | |
100% | |
Investment holding |
Meten Education Investment Limited (“Meten BVI”) | |
July 18, 2018 | |
British Virgin Islands (“BVI”) | |
100% | |
Investment holding |
Likeshuo Education Investment Limited (“Likeshuo BVI”) | |
July 18, 2018 | |
BVI | |
100% | |
Investment holding |
Meten Education (Hong Kong) Limited (“Meten HK”) | |
August 22, 2018 | |
Hong Kong | |
100% | |
Investment holding |
Likeshuo Education (Hong Kong) Limited (“Likeshuo HK”) | |
August 22, 2018 | |
Hong Kong | |
100% | |
Investment holding |
Meta Path investing holding company | |
December 3, 2021 | |
Cayman Islands | |
100% | |
Investment holding |
Met Chain investing holding company Ltd | |
January 5, 2022 | |
BVI | |
100% | |
Investment holding |
METEN BLOCK CHAIN LLC | |
March 8, 2022 | |
United States | |
98% | |
Investment holding |
(b) | History of the Group and reorganization |
Organization and General
The Company is authorized to issue
500,000,000 ordinary shares with a par value of $0.003 per share. On September 27, 2019, the Company issued one ordinary share to its
sole director Richard Fear for a purchase price of $0.0001. On the same day, the one ordinary share owned by Richard Fear was transferred
to Guo Yupeng.
Reverse recapitalization
On December 12, 2019, the Company
entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) by and among the Company, EdtechX Holdings
Acquisition Corp., a Delaware corporation (“EdtechX”), Meten Education Inc., a Delaware corporation and wholly owned subsidiary
of the Company (“EdtechX Merger Sub”), Meten Education Group Ltd.(“Meten International”), a Cayman Islands exempted
company which incorporated on July 10, 2018 and wholly owned subsidiary of the Company (“Meten Merger Sub”, and together
with EdtechX Merger Sub, the “Merger Subs”). EdtechX was a blank check company incorporated in Delaware on May 15, 2018 for
the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses or entities.
On March 30, 2020, the Company consummated
its acquisition of Meten International and EdtechX, pursuant to the Merger Agreement, where the Company acquired 100% of the issued and
outstanding ordinary shares of Meten International and EdtechX, i.e., 318,601,222 ordinary shares of Meten International and 1,971,505
ordinary shares of EdtechX for 1,613,054 and 65,717 ordinary shares of the Company, respectively (the “SPAC Transaction”).
Meten International was determined
to be the accounting acquirer given the controller of Meten International effectively controlled the combined entity Meten EdtechX Education
Group Ltd after the SPAC Transaction.
The transaction is not a business combination
because EdtechX was not a business. The transaction is accounted for as a reverse recapitalization, which is equivalent to the issuance
of shares by Meten International for the net monetary assets of EdtechX, accompanied by a recapitalization. Meten International is determined
as the predecessor and the historical financial statements of Meten International became the Company’s historical financial statements,
with retrospective adjustments to give effect of the reverse recapitalization. The equity is restated using the exchange ratio of 0.1519
established in the reverse recapitalization transaction, which is 48,391,607 divided by 318,601,222, to reflect the equity structure of
the Company. Loss (income) per share is retrospectively restated using the historical weighted-average number of ordinary shares outstanding
multiplied by the exchange ratio. The share and per share data is retrospectively restated using the exchange ratio in the share-based
compensation footnote, see Note 12.
Immediately prior to the merger transaction,
Azimut Enterprises Holdings S.r.l. invested $20,000 in EdtechX to purchase 2,000,000 units of EdtechX, which were converted into same
number of units of the Company upon closing of the merger transaction.
In connection with merger transaction,
on February 28, 2020, March 19, 2020 and March 26, 2020, three unrelated investors agreed to invest USD6,000, USD4,000 and USD6,000 to
purchase shares of the Company. The financing of the USD12,000 was completed on March 30, 2020, and the USD4,000 financing was terminated
on April 14, 2020 as the investor failed to pay the purchase price by the agreed deadline.
Reorganization of Meten International
Prior to the SPAC Transaction, Meten
International undertook a series of steps to restructure its business.
Meten International’s history
began in April 2006 with the commencement of operations of Shenzhen Meten International Education Co., Ltd. (“Shenzhen Meten”),
a limited liability company incorporated in the PRC by Mr. Jishuang Zhao, Mr. Siguang Peng and Mr. Yupeng Guo (collectively, the “Founders”).
On December 18, 2017, Shenzhen Meten was converted into a joint stock limited liability company and 30,000,000 shares of RMB1 each were
issued.
From March 2012 to August 2018, Mr.
Yun Feng, Shenzhen Daoge Growth No.3 Investment Fund Partnership (Limited Partnership), Shenzhen Daoge Growth No.5 Investment Fund Partnership
(Limited Partnership), Shenzhen Daoge Growth No.6 Investment Fund Partnership (Limited Partnership), Shenzhen Daoge Growth No.11 Investment
Fund Partnership (Limited Partnership), Shenzhen Daoge Growth No.21 Investment Fund Partnership (Limited Partnership), Zhihan (Shanghai)
Investment Center (Limited Partnership), Hangzhou Muhua Equity Investment Fund Partnership (Limited Partnership) (collectively known
as the “Pre-listing Investors”) each acquired certain equity interests in Shenzhen Meten.
In preparation of the listing in
capital markets of Shenzhen Meten’s general adult English training, overseas training services, online English training and other
English language-related services businesses (the “Business”), Shenzhen Meten underwent a series of reorganization transactions
(“Reorganization”) in 2018. The main purpose of the Reorganization is to establish a Cayman Islands holding company for the
Business in preparation for its overseas listing.
The Reorganization was executed in
the following steps:
| 1) | Meten International was incorporated
as an exempted company with limited liability in the Cayman Islands on September 27, 2019
and as offshore holding company of the Group. In July and August 2018, the Founders and Pre-listing
Investors subscribed for ordinary shares of Meten International at par value, all in the
same proportions as the percentage of the then equity interest they held in Shenzhen Meten.
Upon the issuance of ordinary shares to the Founders and Pre-listing Investors, the equity
structure of the Meten International is identical to that of Shenzhen Meten. |
| 2) | In July 2018, Meten International further
established two wholly-owned subsidiaries in the British Virgin Islands, Meten BVI and Likeshuo
BVI. |
| 3) | In August 2018, Meten BVI and Likeshuo
BVI established two wholly-owned subsidiaries in Hong Kong, Meten HK and Likeshuo HK, respectively. |
| 4) | In September 2018, Meten HK and Likeshuo
HK established two wholly-owned subsidiaries in China, named Zhuhai Meizhilian Education
Technology Co., Ltd.(“Zhuhai Meizhilian”) and Zhuhai Likeshuo Education Technology
Co., Ltd. (“Zhuhai Likeshuo”), respectively. |
| 5) | In October 2018, Shenzhen Meten was split
into three separate legal entities, namely Shenzhen Meten, Shenzhen Likeshuo Education Co.,
Ltd. (“Shenzhen Likeshuo”) and Shenzhen Yilian Education Investment Co. Ltd.
(“Shenzhen Yilian Investment”). |
| 6) | In November 2018, Zhuhai Meten and Zhuhai
Likeshuo (collectively the “WFOEs”) entered into a series of contractual arrangements,
including a business cooperation agreement, exclusive technical service and management consultancy
agreement, exclusive call option agreement, equity pledge agreement and shareholders’
rights entrustment agreement (collectively referred to as the “Contractual Arrangements”
as further described below) with Shenzhen Meten, Shenzhen Likeshuo and their shareholders,
respectively. Consequently, Shenzhen Meten and Shenzhen Likeshuo became consolidated VIEs
of Meten International upon the completion of the relevant reorganization steps. |
| 7) | As part of the Reorganization, Shenzhen Meten transferred its equity interests in certain operations that are not a part of the Business to Shenzhen Yilian Investment and made a net cash distribution of approximately RMB148,270. Such net payment is recorded as distributions in connection with Reorganization in the accompanying consolidated statements of changes in shareholders’ deficit for the year ended December 31, 2018. |
The Reorganization involved the restructuring
of the legal structure of the Business, which was under common control and did not result in any changes in the economic substance of
the ownership and the Business. The accompanying consolidated financial statements have been prepared as if the VIE structure had been
in existence throughout the periods presented and prior to the VIE structure was unwound.
Upon completion of the Reorganization,
Meten International’s shares and per share information including the basic and diluted income/(loss) per share have been presented
retrospectively as if the number of ordinary shares outstanding immediately after the completion of the Reorganization had been outstanding
from the beginning of the earliest period presented, except for the ordinary shares issued in connection with the exchange of Redeemable
Owner’s Investment held by the Pre-listing investors during the Reorganization have been weighted for the portion of the period
that they were outstanding.
(c) | Unwinding of the VIE Structure |
The Group has previously conducted the
ELT services in China through a series of contractual arrangements with Shenzhen Meten and Shenzhen Likeshuo and their respective subsidiaries,
and consolidated the financial results of Shenzhen Meten and Shenzhen Likeshuo and their subsidiaries in the Company’s consolidated
financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”).
On October 22, 2022, the Company announced
the decision to dispose of the VIE structures in China, and on November 22, 2022 the Company has terminated all of the VIE structures
with the ELT services. From November 23, 2022, the Company no longer retained any financial interest over the ELT services related VIEs
and accordingly deconsolidated the ELT services related VIEs’ financial statements from the Company’s consolidated financial
statements. The disposal of ELT services related VIEs represented a strategic shift and has a major effect on the Company’s result
of operations. Accordingly, assets, liabilities, and results of operations related to ELT services related VIEs have been reported as
discontinued operations for all periods presented.
The accompanying consolidated financial
statements have been prepared in accordance with GAAP’.
The consolidated financial statements
are presented in Renminbi (“RMB”), rounded to the nearest thousands except share data and per share data, or otherwise noted.
(e) | Principles of consolidation |
The consolidated financial statements
of the Group include the financial statements of the Company, its subsidiaries, and the VIEs before the VIE structure was unwound, in
which it had a controlling financial interest. The results of the subsidiaries and the VIEs are consolidated from the date on which the
Group obtained control and continue to be consolidated until the date that such control ceases. A controlling financial interest is typically
determined when a company holds a majority of the voting equity interest in an entity. All significant intercompany balances and transactions
among the Company, its subsidiaries and the VIEs have been eliminated on consolidation.
2. | Summary of significant accounting policies |
The preparation of the Company’s
consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the balance sheet date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant items subject to such estimates and assumptions include, but are not limited to, estimate of standalone selling prices of
each unit of accounting in multiple elements arrangements, estimate of breakage, the fair value of identifiable assets acquired, liabilities
assumed and non-controlling interests in business combinations, the useful lives of long-lived assets including intangible assets, the
fair value of the reporting unit for the goodwill impairment test, the allowance for doubtful accounts receivable and other receivables,
the realization of deferred tax assets, the fair value of share-based compensation awards, lease liabilities, right-of-use assets and
the recoverability of long-lived assets. Changes in facts and circumstances may result in revised estimates. Actual results could differ
from those estimates, and as such, differences may be material to the consolidated financial statements.
The Group use RMB as its reporting
currency. The functional currency of the Company and its subsidiaries incorporated outside of the PRC is United States dollar (“US$”),
while the functional currency of the PRC entities in the Group is RMB as determined based on the criteria of Accounting Standards Codification
(“ASC”) 830, Foreign Currency Matters.
(c) | Convenience translation |
Translations of balances in the consolidated
balance sheets, consolidated statements of comprehensive income/(loss) and consolidated statements of cash flows from RMB into US$ as
of and for the year ended December 31, 2022 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB6.8972,
representing the index rates stipulated by the Federal Reserve Bank of New York on December 31, 2022. No representation is made that
the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2022, or at any other
rate. The US$ convenience translation is not required under U.S. GAAP and all US$ convenience translation amounts in the accompanying
consolidated financial statements are unaudited.
(d) | Cash and cash equivalents |
Cash and cash equivalents represent
cash on hand and time deposits, which have original maturities of three months or less when purchased and which are unrestricted as to
withdrawal and use. In addition, highly liquid investments which have original maturities of three months or less when purchased are
classified as cash equivalents.
(e) | Short-term investments |
Short-term investments include wealth
management products, which are mainly deposits with variable interest rates placed with financial institutions. The Group classifies
the wealth management products as available-for-sale securities. Available-for-sale securities are recorded at fair value. Unrealized
holding gains and losses, net of the related income tax effect, on available-for-sale securities are excluded from earnings and reported
as a separate component of accumulated other comprehensive income until realized. Realized gains and losses from the sale of available-for-sale
securities are determined on a specific-identification basis.
Accounts receivable are presented
net of allowance for doubtful accounts. The Group uses specific identification in providing for bad debts when facts and circumstances
indicate that collection is doubtful and based on factors listed in the following paragraph. If the financial conditions of its franchisee
were to deteriorate, resulting in an impairment of their ability to make payments, additional allowance may be required.
The Group maintains an allowance
for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. In establishing the
required allowance, management considers historical losses adjusted to take into account current market conditions and customers’
financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. Accounts receivable
are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered
remote.
Digital asset (including bitcoin)
is included in current assets in the accompanying consolidated balance sheets. Digital assets purchased are recorded at cost and digital
assets awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition
policy disclosed below.
Digital assets held are accounted
for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed
for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not
that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using
the quoted price of the digital assets at the time its fair value is being measured. In testing for impairment, the Company has the option
to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined
that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes
otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes
the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.
Purchases of digital assets by the
Company, if any, will be included within investing activities in the accompanying consolidated statements of cash flows, while digital
assets awarded to the Company through its mining activities are included within operating activities on the accompanying consolidated
statements of cash flows. The sales of digital assets are included within investing activities in the accompanying consolidated statements
of cash flows and any realized gains or losses from such sales are included in “realized gain (loss) on exchange of digital assets”
in the consolidated statements of operations and comprehensive income (loss). The Company accounts for its gains or losses in accordance
with the first-in first-out method of accounting.
Restricted cash mainly consists of
security deposits for establishments of training schools as requested by local education bureau. Restricted cash is classified as either
current or non-current based on when the funds will be released in accordance with the terms of the respective agreement for the establishment.
Amounts included in restricted cash represent those required to be set aside by a contractual agreement with education bureau.
(i) | Equity method investments |
Investee companies over which the
Group has the ability to exercise significant influence, but does not have a controlling interest through investment in common shares
or in-substance common shares, are accounted for using the equity method. Significant influence is generally considered to exist when
the Group has an ownership interest in the voting stock of the investee between 20% and 50%, and other factors, such as representation
on the investee’s board of directors, voting rights and the impact of commercial arrangements, are also considered in determining
whether the equity method of accounting is appropriate.
Under the equity method, the Group
initially records its investment at cost and subsequently recognizes the Group’s proportionate share of each equity investee’s
net income or loss after the date of investment into earnings and accordingly adjusts the carrying amount of the investment. The Group
reviews its equity method investments for impairment whenever an event or circumstance indicates that an other-than-temporary impairment
has occurred. The Group considers available quantitative and qualitative evidence in evaluating potential impairment of its equity method
investments. An impairment charge is recorded when the carrying amount of the investment exceeds its fair value and this condition is
determined to be other-than-temporary.
(j) | Property and equipment, net |
Property and equipment are stated
at cost less accumulated depreciation and any recorded impairment.
Gains or losses arising from the
disposal of an item of property and equipment are determined as the difference between the net disposal proceeds and the carrying amount
of the item and are recognized in profit or loss on the date of disposal.
The estimated useful lives are presented
below.
Depreciation on property and equipment
is calculated on the straight-line method over the estimated useful lives of the assets.
Business combinations are recorded
using the acquisition method of accounting. The assets acquired, the liabilities assumed, and any non-controlling interests of the acquiree
at the acquisition date, if any, are measured at their fair values as of the acquisition date. Goodwill is recognized and measured as
the excess of the total consideration transferred plus the fair value of any non-controlling interest of the acquiree and fair value
of previously held equity interest in the acquiree, if any, at the acquisition date over the fair values of the identifiable net assets
acquired. Consideration transferred in a business acquisition is measured at the fair value as of the date of acquisition.
(l) | Impairment of long-lived assets |
Long-lived assets, such as property
and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Group first
compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount
of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent
that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash
flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment losses were recorded
for the years December 31, 2020, 2021 and 2022.
The Group determines if an arrangement
is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current and non-current
lease liabilities on the Group’s consolidated balance sheets.
ROU lease assets represent the Group’s
right to use an underlying asset for the lease term and lease obligations represent the Group’s obligation to make lease payments
arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future
minimum lease payments over the lease term at commencement date. As most of the Group’s leases do not provide an implicit rate,
the Group use its incremental borrowing rate based on the information available at commencement date in determining the present value
of future payments. The Group’s incremental borrowing rate for a lease is the rate of interest it would have to pay to borrow an
amount equal to the lease payments under similar terms. The operating lease ROU assets also include initial direct costs incurred and
any lease payments made to the lessor or before the commencement date, minus any lease incentives received. Lease expense for minimum
lease payments is recognized on a straight-line basis over the lease term.
Goodwill represents the excess purchase
price over the estimated fair value of net assets acquired in a business combination.
Goodwill is not amortized but is
tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired. Goodwill
is tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances
change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances
could include a significant change in business climate, legal factors, operating performance indicators, competition, or sale or disposition
of a significant portion of a reporting unit. Application of the goodwill impairment test requires judgment, including the identification
of the reporting unit, assignment of assets and liabilities to the reporting unit, assignment of goodwill to the reporting unit, and
determination of the fair value of each reporting unit. Estimating fair value is performed by utilizing various valuation techniques,
with a primary technique being a discounted cash flow which requires significant judgments, including estimation of future cash flows,
which is dependent on internal forecasts, estimation of the long term rate of growth for the Group’s business, estimation of the
useful life over which cash flows will occur, and determination of the Group’s weighted average cost of capital.
The Group has the option to perform
a qualitative assessment to determine whether it is more-likely-than not that the fair value of a reporting unit is less than its carrying
value prior to performing the two-step goodwill impairment test. If it is more-likely-than-not that the fair value of a reporting unit
is greater than its carrying amount, the two-step goodwill impairment test is not required. If the two-step goodwill impairment test
is required, first, the fair value of the reporting unit is compared with its carrying amount (including goodwill). If the fair value
of the reporting unit is less than its carrying amount, an indication of goodwill impairment exists for the reporting unit and the Group
performs step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying
amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined
by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after
this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted
cash flow analysis.
The Company adopted ASC 606, “Revenue
from Contracts with Customers” for all periods presented. Consistent with the criteria of ASC 606, the Company follows five steps
for its revenue recognition: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract,
(iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize
revenue when (or as) the entity satisfies a performance obligation.
The primary sources of the Group’s
revenue is as follows:
The Company has entered into digital
asset mining pools by executing contracts with the mining pool operators to provide computing power to the mining pool. The contracts
are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides
computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share
of the fixed digital assets award the mining pool operator receives, for successfully adding a block to the blockchain. The Company’s
fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing
power contributed by all mining pool participants in solving the current algorithm.
Providing computing power in digital
asset transaction verification services is an output of the Company’s ordinary activities. The provision of such computing power
is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company
receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different
than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable.
Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the
mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of
the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions.
Fair value of the digital assets
award received is determined using the quoted price of the related digital assets at the time of receipt. There is currently no specific
definitive guidance under GAAP or alternative accounting framework for the accounting for digital assets recognized as revenue or held,
and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance
is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated
financial position and results from operations.
Income taxes are accounted for under
the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable
to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax
bases, as well as operating loss and tax credit carryforwards, if any. Deferred income tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered
or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or tax laws is recognized in the consolidated
statements of comprehensive income in the period the change in tax rates or tax laws is enacted.
The Group reduces the carrying amounts
of deferred tax assets by a valuation allowance, if based on the available evidence, it is ‘‘more-likely-than-not’’
that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at
each reporting period based on a ‘‘more-likely-than-not’’ realization threshold. This assessment considers, among
other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of
statutory carryforward periods, and the Group’s experience with operating loss and tax credit carryforwards, if any, not expiring.
The Group recognizes in its financial
statements the impact of a tax position if that position is ‘‘more-likely-than-not’’ to prevail based on the
facts and technical merits of the position. Tax positions that meet the ‘‘more-likely-than-not’’ recognition
threshold are measured at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement.
Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Interest and penalties recognized
related to unrecognized tax benefits are classified as income tax expense in the consolidated statements of comprehensive income.
(q) | Share based compensation |
Share-based awards granted to the
employees in the form of share options are subject to service and non-market performance conditions. They are measured at the grant date
fair value of the awards. The compensation expense in connection with the shares awarded to employees is recognized using the straight-line
method over the requisite service period. Forfeitures are estimated at the time of grant, with such estimate updated periodically and
with actual forfeitures recognized currently to the extent they differ from the estimate.
In determining the fair value of
the shares awarded to employees, the discounted cash flow pricing model has been applied.
Estimation of the fair value involves
significant assumptions that might not be observable in the market, and a number of complex and subjective variables, including the expected
share price volatility (approximated by the volatility of comparable companies), discount rate, risk-free interest rate and subjective
judgments regarding the Company’s projected financial and operating results, its unique business risks and its operating history
and prospects at the time the grants are made.
In accordance with the Company Laws
of the PRC, the former VIEs registered as PRC domestic companies must make appropriations from its after-tax profit as determined under
the PRC GAAP to non-distributable reserve funds including a statutory surplus fund and a discretionary surplus fund. The appropriation
to the statutory surplus fund must be at least 10% of the after-tax profits as determined in accordance with the legal requirements in
the PRC. Appropriation is not required if the surplus fund has reached 50% of the registered capital of the respective company. Appropriation
to the discretionary surplus fund is made at the discretion of the respective company.
The use of the statutory reserves
are restricted to the off-setting of losses or increasing capital of the respective company. All these reserves are not allowed to be
transferred to their investors in terms of cash dividends, loans or advances, nor can they be distributed except under liquidation.
In the normal course of business,
the Group is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range
of matters, including, among others, government investigations, shareholder lawsuits, and non-income tax matters. An accrual for a loss
contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated.
If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the
nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed.
(ac) | Fair value measurements |
The Group applies ASC 820, Fair Value
measurements and Disclosures, for fair value measurements financial assets and financial liabilities and for fair value measurements
of non-financial items that are recognized or disclosed at fair value in the financial statements on a recurring and non-recurring basis.
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required
or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and
it considers assumptions that market participants would use when pricing the asset or liability. ASC 820 also establishes a framework
for measuring fair value and expands disclosures about fair value measurements.
ASC 820 establishes a fair value
hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring
fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value.
The hierarchy gives the highest priority
to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements
involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
| ● | Level
1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities
that the Group has the ability to access at the measurement date. |
| ● | Level
2 inputs are inputs other than quoted prices included within Level 1 that are observable
for the asset or liability, either directly or indirectly. |
| ● | Level
3 inputs are unobservable inputs for the asset or liability. |
The level in the fair value hierarchy
within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value
measurement in its entirety. In situations where there is little, if any, market activity for the asset or liability at the measurement
date, the fair value measurement reflects management’s own judgments about the assumptions that market participants would use in
pricing the asset or liability. Those judgments are developed by management based on the best information available in the circumstances.
The carrying amounts of cash and cash
equivalents, accounts receivable, amounts due from related parties, accounts payable, and amounts due to related parties as of December
31, 2021 and 2022 approximate their fair values because of short maturity of these instruments.
(ad) | Net income/(loss) per share |
Basic net income/(loss) per share
is computed by dividing net income/(loss) attributable to shareholders of the Company by the weighted average number of ordinary shares
outstanding during the year. Diluted net income/(loss) per share reflects the potential dilution that could occur if securities or other
contracts to issue ordinary shares were exercised into common shares. Ordinary share equivalents are excluded from the computation of
the diluted net income/(loss) per share in years when their effect would be anti-dilutive. The Group has non-vested shares which could
potentially dilute basic income/(loss) per share in the future. To calculate the number of shares for diluted net income/(loss) per share,
the effect of the non-vested shares is computed using the treasury stock method.
(ae) | Recently issued accounting pronouncements |
In August 2020, the FASB issued ASU
No. 2020-06 (“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and
Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s
Own Equity.” ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for
convertible debt instruments and convertible preferred stock. For public business entities, the amendments in ASU 2020-06 are effective
for public entities which meet the definition of a smaller reporting company are effective for fiscal years, and interim periods within
those fiscal years, beginning after December 15, 2023. The Company will adopt ASU 2020-06 effective January 1, 2024. Management is currently
evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements. The effect will largely depend on the
composition and terms of the financial instruments at the time of adoption.
Other accounting standards that have
been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated
financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on
or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures.
3. | Risks and Concentration |
Credit
and concentration risk
Assets that potentially subject the
Group to significant concentration of credit risk primarily consist of cash and cash equivalents and restricted cash. As of December
31, 2022, substantially all of the Group’s cash and cash equivalents and restricted cash were deposited in financial institutions
located in the PRC, Hong Kong and United States, which management believes are of high credit quality.
4. | Discontinued operations |
Disposition of the VIEs and the
VIEs’ subsidiaries
On November 22, 2022, the Group terminated
all of its English language training (ELT) business-related VIE contracts for nil consideration and disposed of its Chinese ELT-related
business.
From November 23, 2022, the Group
no longer retained any financial interest over ELT business related VIEs and accordingly deconsolidated ELT business related VIEs’
financial statements from the Group’s consolidated financial statements. The disposal of ELT business related VIEs represented
a strategic shift and has a major effect on the Group’s result of operations. Accordingly, assets, liabilities, revenues, expenses
and cash flows related to ELT business related VIEs have been reclassified in the consolidated financial statements as discontinued operations
for the years ended December 31, 2020, 2021 and 2022.
In November 22, 2022, the Group calculated
a loss resulting from such disposition as follows:
| |
As of November 22,
2022 | |
| |
RMB’000 | |
Consideration | |
- | |
| |
| |
Cash and cash equivalents | |
| 5,376 | |
Contract assets | |
| 3,845 | |
Accounts receivable | |
| 42,716 | |
Other contract costs, Current | |
| 8,221 | |
Prepayments and other current assets | |
| 47,961 | |
Amounts due from related parties | |
| 5,560 | |
Prepaid income tax | |
| 14,243 | |
Restricted cash | |
| 12,100 | |
Other contract costs, non-current | |
| 16,388 | |
Equity method investments | |
| 27,564 | |
Property and equipment, net | |
| 11,051 | |
Intangible assets, net | |
| 11,598 | |
Deferred tax assets | |
| 42,449 | |
Goodwill | |
| 192,962 | |
Right-of-use assets | |
| 43,353 | |
Other non-current assets | |
| 16,050 | |
Accounts payable | |
| (15,019 | ) |
Deferred revenue, current | |
| (130,704 | ) |
Salary and welfare payable | |
| (9,408 | ) |
Financial liabilities from contracts with customers | |
| (267,796 | ) |
Accrued expenses and other payables | |
| (49,525 | ) |
Income taxes payable | |
| (135 | ) |
Current lease liabilities | |
| (17,902 | ) |
Amounts due to related parties | |
| (22,232 | ) |
Deferred revenue, non-current | |
| (30,852 | ) |
Deferred tax liabilities | |
| (858 | ) |
Non-current tax payable | |
| (34,265 | ) |
Lease liabilities | |
| (15,504 | ) |
| |
| | |
Net assets of ELT business related VIEs | |
| (92,763 | ) |
Non-controlling interest of ELT business related VIEs | |
| 18,035 | |
Less: Net assets of ELT business related VIEs contributable to the Company | |
| (74,728 | ) |
Gain on disposal of ELT business related VIEs | |
| 74,728 | |
The assets and liabilities for discontinued
operations of ELT business related VIEs comprised the following items as of December 31, 2021:
| |
As of December 31,
2021 | |
| |
RMB’000 | |
Current assets for discontinued operations | |
- | |
Contract assets | |
| 5,323 | |
Accounts receivable | |
| 44,291 | |
Other contract costs, Current | |
| 32,241 | |
Prepayments and other current assets | |
| 38,600 | |
Amounts due from related parties | |
| 7,265 | |
Prepaid income tax | |
| 14,479 | |
Total | |
| 142,199 | |
| |
| | |
Non-current assets for discontinued operations | |
| | |
Other contract costs, non-current | |
| 11,149 | |
Equity method investments | |
| 24,403 | |
Property and equipment, net | |
| 85,803 | |
Intangible assets, net | |
| 14,675 | |
Deferred tax assets | |
| 25,991 | |
Goodwill | |
| 192,962 | |
Right-of-use assets | |
| 105,551 | |
Other non-current assets | |
| 26,254 | |
Total | |
| 486,788 | |
| |
| | |
Current liabilities for discontinued operations | |
| | |
Accounts payable | |
| 16,164 | |
Bank loans | |
| 6,000 | |
Deferred revenue, current | |
| 213,006 | |
Salary and welfare payable | |
| 27,404 | |
Financial liabilities from contracts with customers | |
| 337,932 | |
Accrued expenses and other payables | |
| 36,575 | |
Income taxes payable | |
| 195 | |
Current lease liabilities | |
| 35,817 | |
Amounts due to related parties | |
| 11,256 | |
Total | |
| 684,349 | |
| |
| | |
Non-current liabilities for discontinued operations | |
| | |
Deferred revenue, non-current | |
| 35,546 | |
Deferred tax liabilities | |
| 4,433 | |
Non current tax payable | |
| 34,137 | |
Lease liabilities | |
| 59,824 | |
Total | |
| 133,940 | |
The condensed cash flows of all the
VIEs and their subsidiaries were as follows for the years ended December 31, 2020, 2021 and 2022:
| |
Years ended December 31, | |
| |
2020 | | |
2021 | | |
2022 | |
| |
RMB’000 | | |
RMB’000 | | |
RMB’000 | |
Net cash used in operating activities | |
| (164,268 | ) | |
| (375,922 | ) | |
| (254,847 | ) |
Net cash (used in)/generated from investing activities | |
| (54 | ) | |
| (2,685 | ) | |
| 57,751 | |
Net cash (used in)/generated from financing activities | |
| 91,241 | | |
| 371,637 | | |
| (13,059 | ) |
The operating results from discontinued
operations included in the Group’s consolidated statements of comprehensive loss were as follows for the years ended December 31,
2020, 2021 and 2022.
| |
Years ended December 31, | |
| |
2020 | | |
2021 | | |
2022 | |
| |
RMB’000 | | |
RMB’000 | | |
RMB’000 | |
Major classes of line items constituting pre-tax profit of discontinued operations | |
| | |
| | |
| |
Revenue | |
| 897,035 | | |
| 728,996 | | |
| 317,844 | |
Cost of sales | |
| (607,077 | ) | |
| (483,701 | ) | |
| (191,735 | ) |
Sales and marketing | |
| (310,433 | ) | |
| (250,850 | ) | |
| (78,839 | ) |
General and administrative | |
| (340,277 | ) | |
| (334,693 | ) | |
| (93,124 | ) |
Research and development expenses | |
| (31,878 | ) | |
| (18,413 | ) | |
| (6,817 | ) |
Other expense that are not major | |
| (2,558 | ) | |
| (35,773 | ) | |
| 10,968 | |
Loss from discontinued operations, before income tax | |
| (395,188 | ) | |
| (394,434 | ) | |
| (41,703 | ) |
Income tax expense | |
| (5,803 | ) | |
| 20,239 | | |
| (817 | ) |
Loss from discontinued operations, net of income tax | |
| (400,991 | ) | |
| (374,195 | ) | |
| (42,520 | ) |
Gain on deconsolidation of the subsidiary, net of income tax | |
| - | | |
| - | | |
| 74,728 | |
Net loss from discontinued operations, net of income tax | |
| (400,991 | ) | |
| (374,195 | ) | |
| 32,208 | |
The following table provides information
about contract assets, accounts receivable, deferred revenue and financial liabilities from contracts with customers.
| |
As of December 31, | |
| |
2021 | | |
2022 | |
| |
RMB’000 | | |
RMB’000 | |
| |
| | |
| |
Accounts receivable | |
| - | | |
| 61,396 | |
Less: Allowance for doubtful debts | |
| - | | |
| - | |
Accounts receivable, net | |
| - | | |
| 61,396 | |
As of December 31, 2022, there
was no allowance recorded as all the accounts receivable fully collected in year 2023.
Prepayments and other assets
The prepayments and other assets consist
of the following:
| |
As of December 31, | |
| |
2021 | | |
2022 | |
| |
RMB’000 | | |
RMB’000 | |
| |
| | |
| |
Prepayments and other current assets | |
| | |
| |
Prepayment for equipment | |
| 70,031 | | |
| 22,322 | |
Others | |
| 9,104 | | |
| 12,260 | |
| |
| | | |
| | |
Total | |
| 79,135 | | |
| 34,582 | |
| |
As of December 31, | |
| |
2021 | | |
2022 | |
| |
RMB’000 | | |
RMB’000 | |
| |
| | |
| |
BTC | |
| - | | |
| 626 | |
| |
| | | |
| | |
Total | |
| - | | |
| 626 | |
Additional information about
bitcoin:
For the year ended December 31, 2022,
the Group generated bitcoins primarily through mining services. The following table presents additional information about bitcoins for
the years ended December 31, 2022 and 2021, respectively:
| |
As of December 31, | |
| |
2021 | | |
2022 | |
| |
RMB’000 | | |
RMB’000 | |
| |
| | |
| |
Opening balance | |
| - | | |
| - | |
Receipt of bitcoins from mining services | |
| - | | |
| 16,496 | |
Receipt of bitcoins from hash power rental | |
| - | | |
| 903 | |
Exchange of BTC into USDT | |
| - | | |
| (16,751 | ) |
Impairment of bitcoins | |
| - | | |
| (22 | ) |
Ending balance | |
| - | | |
| 626 | |
For the years ended December 31, 2022, 2021 and 2020, the Group recognized
impairment of RMB 22 ,Nil and Nil against bitcoins, respectively.
7. | Equity method investments |
In December 2021, the Company had entered
into an agreement with industry experts to establish a company, Met Chain Co Limited under the laws of Hong Kong (the “2021 agreement”),
specializing in the research and development (“R&D”), production, and sales of cryptocurrency mining equipment. Upon the
formation of the company, the Company held 21% of the equity interests in the company, with the option to acquire the equity interests
held by the other parties to the 2021 agreement under certain conditions as set forth in the 2021 agreement. In November 2022, the Company
had entered into an equity transfer agreement with each of the four other equity holders of Met Chain Co Limited to acquire a total of
3.3% of the equity interests in Met Chain Co Limited from the four equity holders, in consideration for 3,532,841 ordinary shares of the
Company, par value $0.003 per share, valued at RMB7,120,478. As of December 31,2022, the company held 24.3% of the equity interests in
Met Chain Co Limited. The Group recognized gain on equity method investments of RMB83,000 for the year ended December 31, 2022.
8. | Property and equipment, net |
Property
and equipment consists of the following:
| |
As of December 31, | |
| |
2021 | | |
2022 | |
| |
RMB’000 | | |
RMB’000 | |
| |
| | |
| |
Cost: | |
| | |
| |
Miners for Bitcoin | |
| - | | |
| 104,971 | |
| |
| | | |
| | |
Total cost | |
| - | | |
| 104,971 | |
| |
| | | |
| | |
Less: Accumulated depreciation | |
| - | | |
| 12,528 | |
| |
| | | |
| | |
Property and equipment, net | |
| - | | |
| 92,443 | |
Depreciation
expense recognized for the years ended December 31, 2020, 2021 and 2022 were Nil, Nil and RMB 12,528, respectively.
Under the current tax laws of Cayman
Islands, the Company is not subject to tax on income, corporation or capital gain, and no withholding tax is imposed upon the payment
of dividends to shareholders.
Under the current tax laws of the BVI,
the Company’s BVI subsidiaries are not subject to any income taxes in the BVI.
Under the current Hong Kong Inland
Revenue Ordinance, the Company’s Hong Kong subsidiaries are subject to Hong Kong profits tax on its taxable income generated from
the operations in Hong Kong. A Two-tiered Profits Tax rates regime was introduced since year 2018 where the first HK$2,000 of assessable
profits earned by a company will be taxed at half the current tax rate (8.25%) whilst the remaining profits will continue to be taxed
at 16.5%. There is an anti-fragmentation measure where each group will have to nominate only one company in the group to benefit from
the progressive rates. Payments of dividends by the subsidiaries to the Company are not subject to withholding tax in Hong Kong.
On October 1, 2022, the Group entered into a loan agreement with JM
Digital., INC., with a maturity date of October 1, 2023. The Group had drawn down USDT $1000 (RMB6,897.2) under the agreement, which is
subject to a fixed interest rate of 12% and an origination fee rate of 2%. The loan was guaranteed by 147 units of Ant Miner (S19 series
machines) that are hosted at Exponential Digital, LLC’s facilities as collateral.
11. | Earnings (Loss) per share |
Basic and diluted net loss per share
for each of the years presented are calculated as follow:
| |
Year ended December 31, | |
| |
2020 | | |
2021 | | |
2022 | |
| |
(in thousands of RMB, except share data and per share data) | |
(Losses)/income per share from continuing operations—basic | |
| | |
| | |
| |
Numerator: | |
| | |
| | |
| |
Net (loss)/income from continuing operations available to shareholders of the Company - basic and diluted | |
| (11,792 | ) | |
| (12,102 | ) | |
| 6,670 | |
Denominator | |
| | | |
| | | |
| | |
Weighted average number of ordinary shares - basic | |
| 61,846 | | |
| 454,495 | | |
| 13,655,571 | |
Effect of dilutive securities | |
| 11,312 | | |
| (53,160 | ) | |
| - | |
Dilutive effect of non-vested shares | |
| 73,158 | | |
| 401,335 | | |
| 13,655,571 | |
Denominator for diluted net loss per share | |
| | | |
| | | |
| | |
Earnings/(losses) per share from continuing operations — basic | |
| (190.67 | ) | |
| (26.63 | ) | |
| 0.49 | |
Earnings/(losses) per share from continuing operations — diluted | |
| (161.19 | ) | |
| (30.15 | ) | |
| 0.49 | |
Losses per share from discontinued operations—basic Numerator: | |
| | | |
| | | |
| | |
Net (loss)/income from discontinued operations available to shareholders of the Company - basic and diluted | |
| (399,193 | ) | |
| (372,197 | ) | |
| 46,343 | |
Denominator | |
| | | |
| | | |
| | |
Weighted average number of ordinary shares - basic | |
| 61,846 | | |
| 454,495 | | |
| 13,655,571 | |
Effect of dilutive securities | |
| 11,312 | | |
| (53,160 | ) | |
| - | |
Dilutive effect of non-vested shares | |
| 73,158 | | |
| 401,335 | | |
| 13,655,571 | |
Denominator for diluted net loss per share | |
| | | |
| | | |
| | |
Earnings/(losses) per share from discontinued operations — basic | |
| (6,454.62 | ) | |
| (818.92 | ) | |
| 3.39 | |
Earnings/(losses) per share from discontinued operations — diluted | |
| (5,456.60 | ) | |
| (927.40 | ) | |
| 3.39 | |
12. | Share-based compensation |
Shenzhen Meten adopted the 2013 employee
equity incentive plan (“2013 Plan”) for the granting of share-based awards to executive management, key employees and directors
of the Group in exchange for their services. Shenzhen Meten may, at its sole discretion, grant any employee awarded share units of Shenzhen
Meten, which are held by the participating employees through special purpose vehicles.
According to the term of the 2013 Plan,
the awarded share units would be contingently redeemable upon the occurrence of certain events. The repurchase price is determined based
on a number of factors, including but not limited to the original subscription price of the share units and the business performance
of the Group. The Company has made an assessment of the cash settlement feature in the award and the probability of the contingent event’s
occurrence. Based on the assessment, the Company concluded that the cash settlement feature could be exercised only on the occurrence
of a contingent event that is outside the employee’s control, and is not probable of occurring. Accordingly, the Company classified
the award as equity.
In conjunction with the Reorganization
in 2018, the Group adopted the 2018 Share Incentive Plan (“2018 Plan”), which was approved by the board of directors of the
Company, to replace the 2013 Plan adopted by Shenzhen Meten. Under the 2018 Plan, the maximum aggregate number of options that may be
issued shall not exceed 20,085,242. The awards granted and outstanding under 2013 Plan adopted by Shenzhen Meten survive and remain effective
and binding under the 2018 Plan.
All stock options granted under the
2018 Plan are not exercisable prior to the relevant shares becoming a listed security and certain of the option granted to employees
are required to render service to the Group in accordance with a service schedule stipulated in the relevant award agreement.
In the year ended December 31, 2017,
2,178,528 share units were granted to employees which carried a vesting period of 5 years and a subscription price of RMB 1 per unit.
On December 14, 2019 (“Vesting Commencement Date”), the Company further granted 8,357,311 share units to employees which
vested one week after the Vesting Commencement Date at weighted average subscription price of USD0.0055 per unit.
The Company accounts for the compensation
cost based on the fair value of the awarded share units on the grant-date, on which all criteria for establishing the grant dates are
satisfied. The grant-date fair value of the awarded share units is recognized as compensation expense, net of estimated forfeitures,
over the period during which an employee is required to provide service in exchange for the award, which is generally the vesting period.
The following table sets forth the
summary of the awarded shares unit activities. The number of awarded share units were retrospectively adjusted to reflect the share capital
structure of the Company as of December 31, 2020.
| |
Number of share units | | |
Weighted average grant-date
fair value per
share
unit | |
As of January 1, 2018 | |
| 1,854,193 | | |
| 24.16 | |
Forfeited | |
| (72,865 | ) | |
| 38.52 | |
As of December 31, 2018 | |
| 1,781,328 | | |
| 23.47 | |
Granted | |
| 1,269,373 | | |
| 70.32 | |
As of December 31, 2019 | |
| 3,050,701 | | |
| 43.52 | |
In connection with the SPAC Transaction,
the Company adopted a new incentive plan to replace the 2018 Plan. The Company rolled over awards granted under the 2013 Plan and 2018
Plan with the same amount and terms. As a result, options to purchase 3,050,701 of our ordinary shares were issued and outstanding on
March 30, 2020. Additionally, the Company reserved for issuance pursuant to the plan one percent (1%) of the total issued and outstanding
ordinary shares on the closing date (being 531,005 ordinary shares), and will reserve an additional 1% of then-outstanding shares each
year for a period of four years following the first anniversary of the closing date of the SPAC Transaction.
The share-based compensation expenses
excluding Likeshuo HK of RMB 7,648, RMB 96,661 and RMB 27,664 were charged to general and administrative expenses for the years ended
December 31, 2018, 2019 and 2020. As of December 31, 2020, there was approximately RMB6,351 excluding Likeshuo HK of total unrecognized
compensation cost related to unvested awarded share units. The unrecognized compensation costs are expected to be recognized over a weighted
average period of approximately 1.5 years.
The estimated fair value of the awards
on each date of grant was determined by management based on discounted cash flow method conducted by Jones Lang LaSalle. The Grantor
first determined its equity value by using income approach, which required the estimation of future cash flows, and the application of
an appropriate discount rate with reference to comparable listed companies engaged in the similar industry to convert such future cash
flows to a single present value, and then allocated the equity value into the awarded shares. No income tax benefit was recognized in
the consolidated statements of comprehensive income(loss) as the share-based compensation expense was not tax deductible. Service and
non-market performance conditions attached to the arrangements were not taken into account in measuring fair value. There were no market
conditions associated with the arrangements.
Subsidiary-Likeshuo HK
In December 2020, Likeshuo HK adopted
its 2020 Management Investment Plan (the “Likeshuo HK 2020 Plan”), which permits the grant of restricted shares, options
and share appreciation rights to the managements to purchase Likeshuo HK’s newly issued shares. The acquisition (the “Likeshuo
Management Investment”) of 15% of newly issued shares of Likeshuo HK by certain senior members of the management of the Likeshuo
online business and the reservation (the “Likeshuo ESOP Reservation”) of 5% of the shares of Likeshuo HK for future share
incentive awards. The consideration in respect of the Likeshuo Management Investment and Likeshuo ESOP Reservation consists of (i) RMB20,000
cash consideration payable from the relevant Likeshuo management’s personal funds; and (ii) satisfaction of certain performance
targets for the Likeshuo online business. The cash consideration was determined based on the valuation of the Likeshuo online business,
at approximately RMB301,200, as conducted by an independent third-party valuer. Restricted shares are granted from post incentives and
performance incentives, which are unlocked in three years.
As of December 31, 2021, The Likeshuo
ESOP Reservation had reserved 44,250 Likeshuo HK’s ordinary shares to Pan Yanqiong of Likeshuo, Chief Marketing Officer. The share-based
compensation expense of RMB11,178 for Likeshuo ESOP was charged to general and administrative expenses for the year ended December 31,
2021.
Ordinary shares
On September 27, 2019, the Company
was authorized to issue 500,000,000 ordinary shares with a par value of $0.0001 per share. Holder of the Company’s ordinary shares
are entitled to one vote for each share.
On July 10, 2018, Meten International
was incorporated as limited liability company with authorized share capital of 380,000 Hong Kong dollar (“HK$”) divided into
38,000,000 shares with par value HK $0.01 each. After the incorporation of Meten International, the Founder and Pre-listing Investors
subscribed 47,035 ordinary shares of Meten International at par value of HK $0.01.
In December 2018, Meten International
increased its authorized share capital by creation of 500,000,000 shares with par value of US$0.0001 and issued 318,601,222 ordinary
shares of US$0.0001 each, and repurchased the 47,035 existing issued ordinary shares of HK $0.01 par value each and decreased the authorized
share capital by cancellation of all unissued shares of HK$0.01 each.
On March 30, 2020, the Company consummated
its acquisition of Meten International and EdtechX, pursuant to the Merger Agreement. A total of 318,601,222 ordinary shares of Meten
International were converted to 48,391,607 ordinary shares of the Company. A total of 1,971,505 ordinary share of EdtechX were converted
to the equal shares of the Company.
Immediately prior to the SPAC Transaction,
Azimut Enterprises Holdings S.r.l. invested $20,000 in EdtechX to purchase 2,000,000 units of EdtechX, which were converted into same
number of units of the Company upon closing of the SPAC Transaction.
In connection with the SPAC Transaction,
on February 28, 2020, March 19, 2020 and March 26, 2020, three unrelated investors agreed to invest US$6,000, US$4,000 and US$6,000, respectively,
to purchase shares of the Company. The two $6,000 financings were completed on March 30, 2020, and the US$4,000 financing was terminated
on April 14, 2020 as the investor failed to pay the purchase price by the agreed deadline.
In connection with the SPAC Transaction,
the Company adopted a new incentive plan to replace the 2018 Plan. The Company rolled over awards granted under the 2013 Plan and 2018
Plan with the same amount and terms. As a result, options to purchase 3,050,701 of the Company’s ordinary shares were issued and
outstanding on March 30, 2020. Additionally, the Company reserved for issuance pursuant to the plan one percent (1%) of the total issued
and outstanding ordinary shares on the closing date (being 531,005 ordinary shares), and will reserve an additional 1% of then-outstanding
shares each year for a period of four years following the first anniversary of the closing date of the SPAC Transaction.
On January 4, 2021, the Company issued
1,327,514 Ordinary Shares under the Company’s 2020 share incentive plan to Pan Yanqiong, the Chief Marketing Officer of Likshuo.
The Company offered 40,000,000 ordinary
shares, par value US$0.0001 per share, pursuant to the prospectus supplement and the accompanying prospectus, at a purchase price of
US$1.00 per share on May 21, 2021.
On September 1, 2021, the Company offered
22,500,000 ordinary shares, par value US$0.0001 per share at a purchase price of US$0.30 per share.
On November 9, 2021, the Company entered
into a securities purchase agreement with certain investors, to sell an aggregate of 33,333,334 ordinary shares, par value $0.0001 per
share, of the Company, at an offering price of $0.60 per share.
On May 4, 2022, the Company completed
a thirty for one reverse stock split (the “Reverse Split”) of its issued and outstanding ordinary shares, par value $0.003
per share.
On June 29, 2022, the Company approved
the proposal to increase their authorized share capital from US$50,000 divided into 16,666,667 ordinary shares of par value of US$0.003
each to US$1,500,000 divided into 500,000,000 ordinary shares of par value of US$0.003 each.
On August 4, 2022, the Company offered
1,470,475 ordinary shares, par value US$0.0001 per share at a purchase price of US$0.30 per share.
On November 10, 2022, the Company issued
3,532,841 ordinary shares of the Company, par value $0.003 per share, valued at RMB7,120,478, to the four equity holders to acquire 3.3%
of the equity interests in the company formed pursuant to the 2021 agreement.
As of December 31, 2021 and 2022, there
were 11,371,444 and 20,880,171 ordinary shares issued and outstanding, respectively.
From the legal perspective, the Reverse
Split applied to the issued shares of the Company on the date of the Reverse Split and does not have any retroactive effect on the Company’s
shares prior that date. However, for accounting purposes only, references to our ordinary shares in this annual report are stated as
having been retroactively adjusted and restated to give effect to the Reverse Split, as if the Reverse Split had occurred by the relevant
earlier date.
Warrants
As of December 31, 2020, there were
12,705,000 warrants outstanding. the warrants have been trading on the Nasdaq Market under the symbol “METXW” since May 27,
2020.
On January 8, 2021, the Company successfully
completed a tender offer for its warrants to purchase ordinary shares at a reduced exercise price of $1.40. The offer expired at 11:59
p.m. Eastern time on January 5, 2021.
The Company raised $6,192,286.80 in
gross proceeds from the cash exercise of 4,423,062 warrants of the Company as part of the tender offer. In addition, 2,629,812 warrants
to purchase ordinary shares of the Company were validly tendered for cashless exercise, resulting in the issuance of 1,364,512 ordinary
shares of the Company.
The Company offered its existing loyal
warrant holders the opportunity to exercise their warrants at $1.40 from the initial warrant exercise price at $11.50. Approximately
55.5% of the Company’s outstanding warrants were exercised in the tender offer.
Net proceeds were approximately $5,730,000
after deducting information agent fees, placement agent fees and other offering expenses and were used for potential acquisitions and
working capital and for general corporate purposes.
On February 19, 2021, 336,001 warrants
to purchase ordinary shares were validly tendered for cashless exercise, resulting in the issuance of 336,001 ordinary shares. The exercise
price of the warrants was $2.50 per share.
The Company offered 40,000,000 ordinary
shares, par value US$0.0001 per share, pursuant to the prospectus supplement and the accompanying prospectus, at a purchase price of
US$1.00 per share on May 21, 2021. Since the offering price per share of this offering was $1.00 per share, which was lower than $2.50
per share, the exercise price for outstanding warrants was reduced to $1.00 upon closing of the offering on May 21, 2021.
On September 1, 2021, the Company offered
22,500,000 ordinary shares, par value US$0.0001 per share at a purchase price of US$0.30 per share. The Company also offered 177,500,000
pre-funded warrants to purchase 177,500,000 ordinary shares, exercisable at an exercise price of $0.0001 per share (the “Pre-funded
Warrants”, each a “Pre-funded Warrant”), to those purchasers whose purchase of ordinary shares in the offering would
otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or,
at the election of the holder, 9.99%) of the Company’s outstanding ordinary shares immediately following the consummation of the
offering. The purchase price of each Pre-funded Warrant is $0.2999, which equals the price per ordinary share being sold to the public
in that offering, minus $0.0001. The Pre-funded Warrants became immediately exercisable upon issuance and may be exercised at any time
until all of the Pre-funded Warrants are exercised in full.
Upon effectiveness of the Reverse Split,
each outstanding warrant of the Company became exercisable for 1/30 ordinary share of the Company, and the exercise price of Company’s
outstanding warrants was increased to US$9.00, adjusted from $0.30 prior to the Reverse Split and representing the temporarily reduced
price based on the Company’s Tender Offer Statement on Schedule TO, as amended and supplemented, originally filed by the Company
with the U.S. Securities and Exchange Commission on December 7, 2020 (the “Tender Offer”). Based on the terms of the Tender
Offer, following the date on which the closing price of the Company’s ordinary shares has been equal to or greater than $90.00
per share for at least twenty (20) trading days during the preceding thirty (30) trading day period, the exercise price of the Company’s
outstanding warrants would be increased to US$345.00.
On August 4, 2022, the Company offered
22,899,047 ordinary shares, par value US$0.003 per share, consisting of (a) 1,470,475 ordinary shares issuable upon the exercise of pre-funded
warrants (the “Pre-Funded Warrants”) and (b) 21,428,572 ordinary shares issuable upon the exercise of investor warrants (the
“Investor Warrants”). Each Pre-Funded Warrant is exercisable for $0.001 per ordinary share and may be exercised at any time
until all the Pre-Funded Warrants are exercised in full; and each Investor Warrant has an exercise price of $0.70 per share, is exercisable
on or after August 8, 2022 and will expire on August 9, 2027.
As a result of the August 2022 offering,
the exercise price of the Company’s public warrants was reduced to $0.70 per warrant. The exercise price of the Company’s
outstanding warrants will be reset to $345.00 per share on the date following which the closing price of its ordinary shares has been
equal to or greater than $90.00 per share for at least twenty (20) trading days during the preceding thirty (30) trading day period,
and such exercise price will no longer be subject to the “full-ratchet” anti-dilution protection.
14. | Related party transactions |
In addition to the related party information
disclosed elsewhere in the consolidated financial statements, the Group entered into the following material related party transactions.
Name of party |
|
Relationship |
Mr. Zhao Jishuang |
|
A director of the Company |
Mr. Guo Yupeng |
|
Acting Chief Financial Officer of the Company |
Mr. Peng Siguang |
|
A director and CEO of the Company |
Met Chain Co., Limited |
|
An associate of the Company |
| (a) | Major
transactions with related parties |
|
|
Years Ended December 31, |
|
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|
|
RMB’000 |
|
|
RMB’000 |
|
|
RMB’000 |
|
|
|
|
|
|
|
|
|
|
|
Advances from related parties |
|
|
|
|
|
|
|
|
|
|
|
|
- Mr. Guo
Yupeng |
|
|
- |
|
|
|
- |
|
|
|
2,000 |
|
- Mr. Zhao
Jishuang |
|
|
30,893 |
|
|
|
54,874 |
|
|
|
10,135 |
|
- Met Chain Co.,
Limited |
|
|
- |
|
|
|
- |
|
|
|
14,083 |
|
Total |
|
|
30,893 |
|
|
|
54,874 |
|
|
|
26,218 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment of advances from related parties |
|
|
|
|
|
|
|
|
|
|
|
|
- Mr. Zhao
Jishuang |
|
|
|
|
|
|
55,265 |
|
|
|
10,242 |
|
Total |
|
|
|
|
|
|
55,265 |
|
|
|
10,242 |
|
| (b) | Balances
with related parties |
|
|
As of December 31, |
|
|
|
2021 |
|
|
2022 |
|
|
|
RMB’000 |
|
|
RMB’000 |
|
Amounts due to related parties |
|
|
|
|
|
|
Current |
|
|
|
|
|
|
- Mr. Guo
Yupeng |
|
|
- |
|
|
|
2,000 |
|
- Mr. Zhao
Jishuang |
|
|
30,502 |
|
|
|
30,395 |
|
- Met Chain Co.,
Limited |
|
|
- |
|
|
|
14,083 |
|
Total |
|
|
30,502 |
|
|
|
46,478 |
|
| (i) | Advances
from/to these related parties are unsecured, interest free and repayable on demand. |
There is no other restriction on use
of proceeds generated by the Group to satisfy any obligations of the Group.
No subsequent event which had a material
impact on the Group was identified through the date of issuance of the financial statements.
F-28
U.S. GAAP
0.003
0.003
19067
11792000
12102000
6670000
false
FY
0001796514
0001796514
2022-01-01
2022-12-31
0001796514
dei:BusinessContactMember
2022-01-01
2022-12-31
0001796514
2022-12-31
0001796514
2021-12-31
0001796514
2020-01-01
2020-12-31
0001796514
2021-01-01
2021-12-31
0001796514
us-gaap:CommonStockMember
2019-12-31
0001796514
us-gaap:AdditionalPaidInCapitalMember
2019-12-31
0001796514
us-gaap:RetainedEarningsMember
2019-12-31
0001796514
us-gaap:ParentMember
2019-12-31
0001796514
us-gaap:NoncontrollingInterestMember
2019-12-31
0001796514
2019-12-31
0001796514
us-gaap:RetainedEarningsMember
2020-01-01
2020-12-31
0001796514
us-gaap:ParentMember
2020-01-01
2020-12-31
0001796514
us-gaap:NoncontrollingInterestMember
2020-01-01
2020-12-31
0001796514
us-gaap:CommonStockMember
2020-01-01
2020-12-31
0001796514
us-gaap:AdditionalPaidInCapitalMember
2020-01-01
2020-12-31
0001796514
us-gaap:CommonStockMember
2020-12-31
0001796514
us-gaap:AdditionalPaidInCapitalMember
2020-12-31
0001796514
us-gaap:RetainedEarningsMember
2020-12-31
0001796514
us-gaap:ParentMember
2020-12-31
0001796514
us-gaap:NoncontrollingInterestMember
2020-12-31
0001796514
2020-12-31
0001796514
us-gaap:RetainedEarningsMember
2021-01-01
2021-12-31
0001796514
us-gaap:ParentMember
2021-01-01
2021-12-31
0001796514
us-gaap:NoncontrollingInterestMember
2021-01-01
2021-12-31
0001796514
us-gaap:CommonStockMember
2021-01-01
2021-12-31
0001796514
us-gaap:AdditionalPaidInCapitalMember
2021-01-01
2021-12-31
0001796514
us-gaap:CommonStockMember
2021-12-31
0001796514
us-gaap:AdditionalPaidInCapitalMember
2021-12-31
0001796514
us-gaap:RetainedEarningsMember
2021-12-31
0001796514
us-gaap:ParentMember
2021-12-31
0001796514
us-gaap:NoncontrollingInterestMember
2021-12-31
0001796514
us-gaap:RetainedEarningsMember
2022-01-01
2022-12-31
0001796514
us-gaap:ParentMember
2022-01-01
2022-12-31
0001796514
us-gaap:NoncontrollingInterestMember
2022-01-01
2022-12-31
0001796514
us-gaap:AdditionalPaidInCapitalMember
2022-01-01
2022-12-31
0001796514
us-gaap:CommonStockMember
2022-01-01
2022-12-31
0001796514
us-gaap:CommonStockMember
2022-12-31
0001796514
us-gaap:AdditionalPaidInCapitalMember
2022-12-31
0001796514
us-gaap:RetainedEarningsMember
2022-12-31
0001796514
us-gaap:ParentMember
2022-12-31
0001796514
srt:DirectorMember
2019-09-05
2019-09-27
0001796514
metx:MrGuoYupengMember
2019-09-05
2019-09-27
0001796514
2020-03-05
2020-03-30
0001796514
2017-12-05
2017-12-18
0001796514
metx:MetenInternationalEducationGroupMember
2022-01-01
2022-12-31
0001796514
metx:MetenInternationalEducationGroupMember
2022-12-31
0001796514
metx:MetenEducationInvestmentLimitedMetenBVIMember
2022-01-01
2022-12-31
0001796514
metx:MetenEducationInvestmentLimitedMetenBVIMember
2022-12-31
0001796514
metx:LikeshuoEducationInvestmentLimitedLikeshuoBVIMember
2022-01-01
2022-12-31
0001796514
metx:LikeshuoEducationInvestmentLimitedLikeshuoBVIMember
2022-12-31
0001796514
metx:MetenEducationHongKongLimitedMetenHKMember
2022-01-01
2022-12-31
0001796514
metx:MetenEducationHongKongLimitedMetenHKMember
2022-12-31
0001796514
metx:LikeshuoEducationHongKongLimitedLikeshuoHKMember
2022-01-01
2022-12-31
0001796514
metx:LikeshuoEducationHongKongLimitedLikeshuoHKMember
2022-12-31
0001796514
metx:MetaPathInvestingHoldingCompanyMember
2022-01-01
2022-12-31
0001796514
metx:MetaPathInvestingHoldingCompanyMember
2022-12-31
0001796514
metx:MetChainInvestingHoldingCompanyLtdMember
2022-01-01
2022-12-31
0001796514
metx:MetChainInvestingHoldingCompanyLtdMember
2022-12-31
0001796514
metx:METENBLOCKCHAINLLCMember
2022-01-01
2022-12-31
0001796514
metx:METENBLOCKCHAINLLCMember
2022-12-31
0001796514
srt:MinimumMember
metx:EquityMethodInvestments1Member
2022-12-31
0001796514
srt:MaximumMember
metx:EquityMethodInvestments1Member
2022-12-31
0001796514
2022-11-22
0001796514
2022-01-01
2022-11-22
0001796514
metx:VIEsMember
2020-01-01
2020-12-31
0001796514
metx:VIEsMember
2021-01-01
2021-12-31
0001796514
metx:VIEsMember
2022-01-01
2022-12-31
0001796514
us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember
2020-01-01
2020-12-31
0001796514
us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember
2021-01-01
2021-12-31
0001796514
us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember
2022-01-01
2022-12-31
0001796514
metx:MetChainCoLimitedMember
2022-11-30
0001796514
2022-11-30
2022-11-30
0001796514
2022-11-01
2022-11-30
0001796514
us-gaap:FurnitureAndFixturesMember
2021-12-31
0001796514
us-gaap:FurnitureAndFixturesMember
2022-12-31
0001796514
2022-09-25
2022-10-01
0001796514
2022-10-01
0001796514
metx:ShareIncentivePlanMember
2022-01-01
2022-12-31
0001796514
2017-01-01
2017-12-31
0001796514
2019-12-01
2019-12-14
0001796514
2020-03-30
0001796514
us-gaap:CommonStockMember
2022-12-31
0001796514
2018-01-01
2018-12-31
0001796514
2019-01-01
2019-12-31
0001796514
metx:LikeshuoEducationHongKongLimitedLikeshuoHKMember
2020-01-01
2020-12-31
0001796514
metx:LikeshuoHKsMember
2021-12-31
0001796514
2017-12-31
0001796514
2018-12-31
0001796514
2019-09-27
0001796514
2018-07-10
2018-07-10
0001796514
2018-07-10
0001796514
metx:MetenInternationalMember
2018-07-10
2018-07-10
0001796514
metx:MetenInternationalMember
2018-07-10
0001796514
2018-12-01
2018-12-31
0001796514
us-gaap:CommonStockMember
2018-12-31
0001796514
metx:MergerAgreementMember
2020-03-30
0001796514
2020-03-30
2020-03-30
0001796514
metx:EdtechXMember
2020-03-30
0001796514
metx:EdtechXMember
2021-12-31
0001796514
2020-02-28
0001796514
2020-03-19
0001796514
2020-03-26
0001796514
2020-04-14
0001796514
2020-05-30
0001796514
2021-01-04
0001796514
2021-05-21
0001796514
2021-09-01
0001796514
2021-11-09
0001796514
2022-05-04
0001796514
srt:MinimumMember
2022-06-29
0001796514
srt:MinimumMember
2022-06-29
2022-06-29
0001796514
srt:MaximumMember
2022-06-29
0001796514
srt:MaximumMember
2022-06-29
2022-06-29
0001796514
2022-08-04
0001796514
2022-11-10
0001796514
2021-01-08
2021-01-08
0001796514
2021-02-19
2021-02-19
0001796514
2021-02-19
0001796514
us-gaap:WarrantMember
2021-05-21
0001796514
srt:MinimumMember
2021-05-21
0001796514
srt:MaximumMember
2021-05-21
0001796514
2021-09-01
2021-09-01
0001796514
2022-08-04
2022-08-04
0001796514
2022-08-31
2022-08-31
0001796514
2022-08-31
0001796514
us-gaap:CommonStockMember
2022-08-31
0001796514
metx:MrZhaoJishuangMember
2022-01-01
2022-12-31
0001796514
metx:MrGuoYupengMember
2022-01-01
2022-12-31
0001796514
metx:MrPengSiguangMember
2022-01-01
2022-12-31
0001796514
metx:MrGuoYupengMember
2020-12-31
0001796514
metx:MrGuoYupengMember
2021-12-31
0001796514
metx:MrGuoYupengMember
2022-12-31
0001796514
metx:MrZhaoJishuangMember
2020-12-31
0001796514
metx:MrZhaoJishuangMember
2021-12-31
0001796514
metx:MrZhaoJishuangMember
2022-12-31
0001796514
metx:MetChainCoLimitedMember
2020-12-31
0001796514
metx:MetChainCoLimitedMember
2021-12-31
0001796514
metx:MetChainCoLimitedMember
2022-12-31
0001796514
metx:MrZhaoJishuangMember
2021-01-01
2021-12-31
xbrli:shares
iso4217:CNY
iso4217:USD
iso4217:CNY
xbrli:shares
iso4217:USD
xbrli:shares
xbrli:pure
iso4217:HKD
iso4217:HKD
xbrli:shares