| Discontinued operations |
(4) Discontinued operations
| (a) | Disposal of Puyi Group Limited and its
subsidiaries |
A disposal is categorized
as a discontinued operation if the disposal group is a component of an entity or group of components that meets the held for sale criteria,
is disposed of by sale or other than by sale and represents a strategic shift that has or will have a major effect on an entity’s
operations and financial results. The results of disposals that qualify as a discontinued operation are presented as such for all
reporting periods presented. Results of discontinued operations include all revenues and expenses directly derived from such disposal
group; general corporate overhead is not allocated to a discontinued operation. For disposals other than by sale, results of operations
of a business would not be recorded as a discontinued operation until the period in which the business is actually disposed of other
than by sale.
In September, 2025, the Company entered into an agreement with a third
party to dispose of 100% equity interests in Puyi Group Limited, together with all equity interests in subsidiaries directly or contractually
controlled by Puyi Group, or collectively, the Disposed Puyi Group, for a total cash consideration of RMB 70,000. The Disposed Puyi Group
historically constituted the Group’s wealth management segment, over which the Group exercised control through equity ownership
or contractual agreement. Accordingly, the Group deconsolidated the Disposed Puyi Group with effect from September 30, 2025, and no longer
conducts any material operations in the wealth management business.
The Company’s sales
of the Disposed Puyi Group represented a strategic business shift having a major effect on the Group’s operations and financial
results. The results of operations for the Disposed Puyi Group are presented as discontinued operations on the consolidated statements
of operations and comprehensive loss, and assets and liabilities are reflected as “Assets and Liabilities of Discontinued Operations”
on the consolidated balance sheets for all periods presented. Amounts for all periods discussed below reflect the results of operations,
financial condition and cash flows from the Company’s continuing operations, unless otherwise noted.
On September 30, 2025, the
Group calculated a loss resulting from such disposition as follows:
Reconciliation of the carrying
amounts of the major classes of assets and liabilities from the discontinued operations in the consolidated balance sheets as of September
30, 2025 is as follow.
| | | As of September 30, 2025 | | | Assets | | | RMB | | | Cash and cash equivalents and restricted cash | | | 10,501 | | | Accounts receivable | | | 8,423 | | | Other receivables | | | 2,533 | | | Other current assets | | | 3,412 | | | Loan receivables, net | | | 91,116 | | | Property, plant, and equipment, net | | | 253 | | | Intangible asset | | | 669 | | | Other non-current assets | | | 948 | | | Right of use asset | | | 3,570 | | | Total assets | | | 121,425 | | | | | As of September 30, 2025 | | | Liabilities | | | | | Accounts payables | | | 2,568 | | | Accrued payroll | | | 1,310 | | | Other payable and accrued expenses | | | 30,453 | | | Operating lease liabilities | | | 3,627 | | | Other tax liabilities,non-current | | | 4,460 | | | Total liabilities | | | 42,418 | | | Total net assets of the Disposed Puyi Group | | | 79,007 | | | Net assets of the Disposed Puyi Group contributable to the Group | | | 79,007 | | | Loss on disposal of the Disposed Puyi Group | | | (9,007 | ) |
The assets and liabilities for discontinued operations of the Disposed
Puyi Group comprised the following items as of June 30, 2025:
| | | As of June 30, 2025 | | | | | RMB | | | Current assets for discontinued operations | | | | | | Cash and cash equivalents and restricted cash | | | 8,434 | | | Accounts receivable and contract assets | | | 10,617 | | | Other receivables | | | 54,519 | | | Other current assets | | | 3,696 | | | Total current assets | | | 77,266 | | | Non-current assets for discontinued operations | | | | | | Property, plant, and equipment, net | | | 98 | | | Intangible assets,net | | | 846 | | | Other non-current assets | | | 949 | | | Right of use asset | | | 3,888 | | | Total non-current assets | | | 5,781 | | | Total assets | | | 83,047 | | | | | | | | | Current liabilities for discontinued operations | | | | | | Accounts payable | | | 2,362 | | | Accrued payroll | | | 2,299 | | | Other payable and accrued expenses | | | 1,618 | | | Current operating lease liabilities | | | 1,257 | | Total current liabilities | | | 7,536 | | | | | | | | | Non-current liabilities for discontinued operations | | | | | | Non-current operating lease liabilities | | | 2,646 | | | Other tax liabilities,non-current | | | 4,460 | | Total non-current liabilities | | | 7,106 | | | Total liabilities | | | 14,642 | | | Total net assets of the Disposed Puyi Group | | | 68,405 | | Reconciliation of the major
classes of losses from discontinued operations in the consolidated statements of operations and comprehensive income (loss) for the six
months ended December 31, 2024 and 2025 is as follow:
| | |
Six months ended
December 31, | |
| | |
2024 | | |
2025 | |
| | |
RMB | | |
RMB | |
| Major classes of line items constituting pre-tax profit of discontinued operations | |
| | |
| |
| Net revenues | |
| 30,480 | | |
| 9,483 | |
| Operating costs | |
| (4,489 | ) | |
| (1,172 | ) |
| Selling expenses | |
| (5,683 | ) | |
| (198 | ) |
| General and administrative expenses | |
| (30,904 | ) | |
| (7,978 | ) |
| Investment income | |
| 241 | | |
| - | |
| Interest income, net | |
| 4,859 | | |
| 2,415 | |
| Others, net | |
| (5,966 | ) | |
| (1,395 | ) |
| Gain(loss) from discontinued operations, before income tax | |
| (11,462 | ) | |
| 1,155 | |
| Income tax benefit | |
| 1,884 | | |
| - | |
| Share of gain (loss) of affiliates | |
| - | | |
| - | |
| Net (loss) income from discontinued operations | |
| (9,578 | ) | |
| 1,155 | |
The condensed cash flows of the Disposed Puyi Group were as follows
for the six months ended December 31, 2024 and 2025:
| | |
Six months ended December 31, | |
| | |
2024 | | |
2025 | |
| | |
RMB | | |
RMB | |
| Net cash (used in) generated from operating activities | |
| (11,346 | ) | |
| 2,579 | |
| Net cash used in investing activities | |
| (5,651 | ) | |
| (244 | ) |
| Net cash used in financing activities | |
| (3,794 | ) | |
| - | |
| | |
Six months ended December 31, | |
| | |
2024 | | |
2025 | |
| | |
RMB | | |
RMB | |
| Significant non-cash operating items: | |
| | |
| |
| Depreciation and amortization | |
| 42,108 | | |
| 204 | |
| Provision for allowance for credit losses on financial assets | |
| 6,011 | | |
| - | |
| Loss on disposal of property and equipment | |
| 773 | | |
| - | |
| Gain on disposal of subsidiaries | |
| - | | |
| (2,492 | ) |
| Significant investing activities: | |
| | | |
| | |
| Purchase of property, plant and equipment | |
| (15 | ) | |
| (183 | ) |
| Proceeds from disposal of property, plant and equipment | |
| 247 | | |
| - | |
| Purchase of short term investments | |
| (60,000 | ) | |
| - | |
| Proceeds from disposal of short term investments | |
| 60,241 | | |
| - | |
| (b) | Deconsolidation of AIFU |
In December, 2025, AIFU Inc.
completed the issuance of its 5,000,000 class B ordinary shares to a third party. Following this issuance, the Company’s aggregate
beneficial ownership of the total outstanding shares of AIFU Inc. was diluted to approximately 7.85%, and the Company’s aggregate
voting power was diluted to approximately 16.75%. As a result of the AIFU reorganization, the Group no longer holds the controlling financial
interest in AIFU Inc and its subsidiaries, or the Deconsolidated AIFU Group. Accordingly, the Deconsolidated AIFU Group was deconsolidated
from the Group as of December 31, 2025 and no longer conduct any material operations in the insurance agency business (such transaction,
the “Deconsolidation”). The Group’s unaudited consolidated statement of operations for the six months ended December
31, 2025 therefore includes six months of activity related to AIFU prior to the Deconsolidation. December 31, 2025, the assets and liabilities
of AIFU are no longer included within the Group's consolidated balance sheets. Any discussions related to results, operations, and accounting
policies associated with AIFU are referring to the periods prior to the Deconsolidation. Upon Deconsolidation, the Group recognized a
loss of approximately RMB8,187, which is recorded within net Income (loss) from discontinued operations, net of tax in the Group’s
unaudited consolidated statements of operations for the six months ended December 31, 2025. Subsequent to the Deconsolidation, we accounted
for the Group’s equity ownership interest in AIFU at fair value through profit or loss.
The Deconsolidation of AIFU meet the discontinued operation criteria
as it represented a strategic shift that has a major effect on the Group’s financial results. The results of operations for the
Deconsolidated AIFU Group are presented as discontinued operations on the unaudited consolidated statements of operations and comprehensive
income (loss), and assets and liabilities are reflected as “Assets and Liabilities of Discontinued Operations” on the unaudited
condensed consolidated balance sheets for all periods presented. Amounts for all periods discussed below reflect the results of operations,
financial condition and cash flows from the Company’s continuing operations, unless otherwise noted.
Reconciliation of the carrying
amounts of the major classes of assets and liabilities from the discontinued operations in the consolidated balance sheets as of December
31, 2025 is as follow.
| | |
RMB | |
| AIFU stock fair value on December 22, 2025 | |
| 29,362 | |
| Historical cost of the Company's equity interest in AIFU | |
| 325,765 | |
| | |
As of December 31,
2025 | |
| Assets | |
RMB | |
| Cash and cash equivalents and restricted cash | |
| 50,256 | |
| Short term investments | |
| 5,196 | |
| Accounts receivable and contract assets,net | |
| 813,404 | |
| Other receivables, net | |
| 288,339 | |
| Other current assets | |
| 14,809 | |
| Amount due from a related party | |
| 13,252 | |
| Property, plant, and equipment, net | |
| 62,876 | |
| Right of use asset | |
| 33,589 | |
| Deferred tax assets | |
| 8,902 | |
| Other non-current assets | |
| 237,475 | |
| Total assets | |
| 1,528,098 | |
| | |
As of December 31,
2025 | |
| | |
RMB | |
| Liabilities | |
| | |
| Short-term loan | |
| 56,000 | |
| Accounts payables and accrued commissions | |
| 487,590 | |
| Accrued payroll | |
| 17,940 | |
| Other payable and accrued expenses | |
| 184,722 | |
| Operating lease liabilities | |
| 30,771 | |
| Income tax payable | |
| 67,020 | |
| Tax liabilities | |
| 25,701 | |
| Deferred tax liabilities | |
| 187,218 | |
| Total liabilities | |
| 1,056,962 | |
| Total net assets of the Deconsolidated AIFU Group | |
| 471,136 | |
| Less: Non-controlling interest of the Deconsolidated AIFU Group | |
| (7,384 | ) |
| Net assets of the Deconsolidated AIFU Group contributable to the Group | |
| 478,520 | |
| Loss on disposal of the Deconsolidated AIFU Group | |
| (8,202 | )* |
Note: The actual loss on
disposal of the Deconsolidated AIFU Group was RMB8,187. The variance is attributable to: (1) the shareholding ratio was rounded to 7.85%,
whereas additional decimal places exist in the actual figure; and (2) the net assets were rounded to the nearest thousand.
The assets and liabilities
for discontinued operations of the Deconsolidated AIFU Group comprised the following items as of June 30, 2025:
| | |
As of June 30, 2025 | |
| | |
RMB | |
| Current assets for discontinued operations | |
| | |
| Cash and cash equivalents and restricted cash | |
| 80,301 | |
| Short term investments | |
| 543,846 | |
| Accounts receivable and contract assets, net | |
| 290,972 | |
| Other receivables, net | |
| 1,154,873 | |
| Other current assets | |
| 19,793 | |
| Total current assets | |
| 2,089,785 | |
| Non-current assets for discontinued operations | |
| | |
| Restricted bank deposit - non-current | |
| 16,338 | |
| Accounts receivable, net - non current | |
| 612,918 | |
| Property, plant, and equipment, net | |
| 70,432 | |
| Deferred tax assets | |
| 9,407 | |
| Other non-current assets | |
| 391,617 | |
| Right of use asset | |
| 58,070 | |
| Total non-current assets | |
| 1,158,782 | |
| Total assets | |
| 3,248,567 | |
| | |
As of June 30, 2025 | |
| | |
RMB | |
| Current liabilities for discontinued operations | |
| | |
| Short-term loan | |
| 82,050 | |
| Accounts payable and accrued commissions | |
| 214,226 | |
| Other payable and accrued expenses | |
| 148,981 | |
| Income taxes payable | |
| 77,305 | |
| Accrued payroll | |
| 10,894 | |
| Current operating lease liabilities | |
| 28,013 | |
| Other current liabilities | |
| 34 | |
Total current
liabilities | |
| 561,503 | |
| | |
| | |
| Non-current liabilities for discontinued operations | |
| | |
| Other tax liabilities,non-current | |
| 25,700 | |
| Non-current operating lease liability | |
| 27,278 | |
Accrued commissions
– non-current | |
| 339,481 | |
| Deferred income tax liabilities | |
| 204,310 | |
| Total non-current liabilities | |
| 596,769 | |
| Total liabilities | |
| 1,158,272 | |
| Total net assets of the Deconsolidated AIFU Group | |
| 2,090,295 | |
Reconciliation of the major
classes of losses from discontinued operations in the consolidated statements of operations and comprehensive loss for the six months
ended December 31, 2024 and 2025 is as follow:
| | |
Six months ended
December 31, | |
| | |
2024 | | |
2025 | |
| | |
RMB | | |
RMB | |
| Major classes of line items constituting pre-tax profit of discontinued operations | |
| | |
| |
| Net revenues | |
| 685,281 | | |
| 259,121 | |
| Operating costs | |
| (414,287 | ) | |
| (139,733 | ) |
| Selling expenses | |
| (98,462 | ) | |
| (37,484 | ) |
| General and administrative expenses | |
| (300,954 | ) | |
| (113,162 | ) |
| Impairment loss | |
| (355,903 | ) | |
| - | |
| Gain (loss) on disposal of subsidiaries | |
| 896,085 | | |
| (122,919 | ) |
| Net loss from fair value change | |
| (4,738 | ) | |
| (7,016 | ) |
| Investment income | |
| 21,651 | | |
| 34,458 | |
| Interest income, net | |
| 4,799 | | |
| 12,084 | |
| Others, net | |
| (23,808 | ) | |
| (1,693,651 | ) |
| Gain (loss) from discontinued operations, before income tax | |
| 409,664 | | |
| (1,808,302 | ) |
| Income tax (expense) benefit | |
| (81,665 | ) | |
| 4,380 | |
| Share of loss of affiliates | |
| (3,931 | ) | |
| - | |
| Net income (loss) from discontinued operations | |
| 324,068 | | |
| (1,803,922 | ) |
The condensed cash flows
of Deconsolidated AIFU Group were as follows for the six months ended December 31, 2024 and 2025:
| | |
Six months ended
December 31, | |
| | |
2024 | | |
2025 | |
| | |
RMB | | |
RMB | |
| Net cash generated from (used in) operating activities | |
| 109,926 | | |
| (17,758 | ) |
| Net cash used in investing activities | |
| (166,355 | ) | |
| (6,970 | ) |
| Net cash generated from (used in) financing activities | |
| 36,770 | | |
| (25,977 | ) |
| | |
Six months ended December 31, | |
| | |
2024 | | |
2025 | |
| | |
RMB | | |
RMB | |
| Significant non-cash operating items: | |
| | |
| |
| Depreciation and amortization | |
| 13,520 | | |
| 2,893 | |
| Provision for allowance for credit losses on financial assets | |
| 39,173 | | |
| 1,685,332 | |
| Impairment of goodwill and intangible assets | |
| 404,121 | | |
| - | |
| Loss (gain) on disposal of property and equipment | |
| (1,180 | ) | |
| (5,422 | ) |
| Property, plant and equipment written off | |
| 4,180 | | |
| - | |
| (Gain) loss on disposal of subsidiaries | |
| (896,977 | ) | |
| 30,169 | |
| Significant investing activities: | |
| | | |
| | |
| Purchase of property, plant and equipment | |
| (4,226 | ) | |
| (2,266 | ) |
| Proceeds from disposal of property and equipment | |
| 2,875 | | |
| 12,323 | |
| Proceeds from disposal of an investment | |
| - | | |
| 11,629 | |
|