Exhibit
99.2
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Unless
the context otherwise requires, all references in this section to “we,” “us,” or “our” refer collectively
to Cheche Group Inc., and its subsidiaries, including Cheche Technology Inc. (“CCT”), Baodafang Technology Co., Ltd., Cheche
Technology (Ningbo) Co., Ltd. (“WFOE”), and any other PRC-incorporated subsidiary that we may have in the future, as well
as our WFOE’s contractual arrangements, commonly known as the VIE structure, with a variable interest entity (the “VIE”)
and its subsidiaries (collectively, the “Affiliated Entities”). You should read the following discussion and analysis of
our results of operations and financial condition together with the unaudited consolidated financial statements and related notes included
elsewhere in this current report on Form 6-K. See “Exhibit 99.1—Unaudited Interim Consolidated Financial Statements
as of December 31, 2025 and June 30, 2026, and the for the six months ended June 30, 2025 and 2026.” This discussion contains
forward-looking statements based upon current plans, expectations and beliefs that involve risks and uncertainties. Our actual results
may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those we describe
under “Risk Factors” of our annual report on Form 20-F for the year ended December 31, 2025 (the “Annual Report”)
filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 27, 2026.
Overview
We
are an exempted company with limited liability incorporated under the laws of the Cayman Islands with no substantive operation. We carry
out our business in China primarily through WFOE and our contractual arrangements, commonly known as the VIE Structure, with the Affiliated
Entities. We are an insurance technology company operating an independent technology-empowered platform primarily for auto insurance
transaction services. Capitalizing on our leading position in auto insurance transaction services, we have evolved into a nationally
leading platform with a nationwide network that offers a full suite of services and products for digital insurance transactions and insurance
SaaS solutions in China. We offer a unified, cloud-based platform that delivers considerable value propositions to each of the participants
in its ecosystem, including insurance carriers, insurance intermediaries, third-party platforms, referral partners and consumers. These
participants access and utilize our flagship digital insurance transaction products Easy-Insur (车保易) and NEV Insurance
Solution, as well as the insurance SaaS solution products Digital Surge (澎湃保) and Sky Frontier (天境)
on our platform. These products are designed and programmed in different forms, including mobile, web, WeChat and third-party applications.
The open architecture of our platform also enables interoperability of these products with numerous applications, systems and other offerings
adopted by our ecosystem participants.
Our
net revenues were RMB1,348.7 million and RMB885.0 million (US$130.4 million) for the six months ended June 30, 2025
and 2026, respectively. Our net loss was RMB25.6 million and RMB44.1 million (US$6.5 million) for the six months
ended June 30, 2025 and 2026, respectively. We recorded adjusted net loss of RMB10.5 million and RMB37.7 million (US$5.6
million) for the six months ended June 30, 2025 and 2026, respectively. For a detailed description of our non-GAAP measures, see
“—Non-GAAP Financial Measures.”
The
following table sets forth a summary of our unaudited interim condensed consolidated statements of operations and comprehensive
loss, both in absolute amount, for the periods indicated. This information has been derived from and should be read together with our
unaudited interim condensed consolidated financial statements. The results of operations in any period are not necessarily indicative
of the results that may be expected for any future period.
| | |
June 30, | | |
June 30, | | |
June 30, | |
| | |
2025 | | |
2026 | | |
2026 | |
| | |
RMB | | |
RMB | | |
USD | |
| | |
| | |
(In thousands) | | |
| |
| Net revenues | |
| 1,348,652 | | |
| 885,048 | | |
| 130,440 | |
| Cost of revenues | |
| (1,282,869 | ) | |
| (827,573 | ) | |
| (121,969 | ) |
| Gross Profit | |
| 65,783 | | |
| 57,475 | | |
| 8,471 | |
| | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | |
| Selling and marketing expenses | |
| (37,250 | ) | |
| (35,637 | ) | |
| (5,252 | ) |
| General and administrative expenses | |
| (37,255 | ) | |
| (57,902 | ) | |
| (8,534 | ) |
| Research and development expenses | |
| (18,293 | ) | |
| (14,457 | ) | |
| (2,131 | ) |
| Total operating expenses | |
| (92,798 | ) | |
| (107,996 | ) | |
| (15,917 | ) |
| Operating loss | |
| (27,015 | ) | |
| (50,521 | ) | |
| (7,446 | ) |
| | |
| | | |
| | | |
| | |
| Other expenses: | |
| | | |
| | | |
| | |
| Interest income | |
| 1,669 | | |
| 1,112 | | |
| 164 | |
| Interest expense | |
| (1,213 | ) | |
| (1,396 | ) | |
| (206 | ) |
| Foreign exchange gains | |
| 893 | | |
| 6,630 | | |
| 977 | |
| Government grants | |
| 1,295 | | |
| 2,839 | | |
| 418 | |
| Changes in fair value of warrant | |
| 1,114 | | |
| (80 | ) | |
| (12 | ) |
| Changes in fair value of amounts due to related party | |
| (2,052 | ) | |
| (2,330 | ) | |
| (343 | ) |
| Others, net | |
| (454 | ) | |
| (552 | ) | |
| (81 | ) |
| Loss before income tax | |
| (25,763 | ) | |
| (44,298 | ) | |
| (6,529 | ) |
| Income tax benefit | |
| 195 | | |
| 241 | | |
| 36 | |
| | |
| | | |
| | | |
| | |
| Net loss | |
| (25,568 | ) | |
| (44,057 | ) | |
| (6,493 | ) |
| | |
| | | |
| | | |
| | |
| Non-GAAP measure: | |
| | | |
| | | |
| | |
| Adjusted
net loss(1) | |
| (10,540 | ) | |
| (37,701 | ) | |
| (5,556 | ) |
| (1) | For
further information on the non-GAAP financial measures presented above, see the “Non-GAAP
Financial Measures” section below. |
Non-GAAP
Financial Measures
We
use adjusted net loss, a non-GAAP financial measure, in evaluating our results of operations and for financial and operational decision-making
purposes. Adjusted net loss represents net loss excluding the impact of share-based compensation expenses, amortization of intangible
assets, and changes in fair value of amounts due to related party related to the acquisition of Cheche Insurance Sales & Services
Co., Ltd. (previously named Fanhua Times Sales and Service Co., Ltd) and change in fair value of warrants.
We
present the non-GAAP financial measure because it is used by our management to evaluate our operating performance and formulate business
plans. Adjusted net loss enables our management to assess our results of operations without considering the impact of share-based compensation
expenses, amortization of intangible assets, and changes in fair value of amounts due to related party related to the acquisition of
Cheche Insurance Sales & Services Co., Ltd. (previously named Fanhua Times Sales and Service Co., Ltd), and change in fair
value of warrants. We believe that adjusted net loss helps identify underlying trends in our business
that could otherwise be distorted by the effect of certain expenses that are included in net loss. We also believe that the use of such
non-GAAP measure facilitates investors’ assessment of our operating performance. Adjusted net loss should not be considered in
isolation or construed as an alternative to net loss or any other measure of performance or as an indicator of our operating performance.
Investors are encouraged to review the reconciliation of our historical non-GAAP financial measures to the most directly comparable GAAP
measures. Adjusted net loss 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. Investors are encouraged to
compare the historical non-GAAP financial measures with the most directly comparable GAAP measures. We mitigate these limitations by
reconciling the non-GAAP financial measures to the most comparable U.S. GAAP performance measures, all of which should be considered
when evaluating our performance.
The
following tables set forth a reconciliation of our adjusted net loss to net loss for the periods indicated.
| | |
For the Six Months Ended | |
| | |
June 30, | | |
June 30, | | |
June 30, | |
| | |
2025 | | |
2026 | | |
2026 | |
| | |
RMB | | |
RMB | | |
USD | |
| | |
| | |
(In thousands) | | |
| |
| Net loss | |
| (25,568 | ) | |
| (44,057 | ) | |
| (6,493 | ) |
| Add: Share-based compensation expenses | |
| 13,040 | | |
| 2,896 | | |
| 427 | |
| Amortization of intangible assets related to acquisition | |
| 1,050 | | |
| 1,050 | | |
| 155 | |
| Change in fair value of warrant | |
| (1,114 | ) | |
| 80 | | |
| 12 | |
| Changes in fair value of amounts due to related party | |
| 2,052 | | |
| 2,330 | | |
| 343 | |
| Adjusted net loss | |
| (10,540 | ) | |
| (37,701 | ) | |
| (5,556 | ) |
Recent
Developments
On
September 9, 2026, we entered into a non-binding term sheet in connection with a proposed strategic investment in Long Way Fortune (“Target”),
a residential solar-plus-storage business with operations currently in Australia and Singapore. The term sheet contemplates an initial
20% minority investment in the Target with the potential for us to increase our ownership interest in the Target to up to 51% over time,
subject to agreed conditions and performance milestones. The transaction will be a stock-for-stock investment in the Target at an overall
implied equity value of US$490 million, with our consideration being stock-linked and subject to a delayed schedule of release over the
next few years. The term sheet is non-binding and does not obligate us to consummate the proposed investment.
On
September 1, 2026, we announced the launch of the ABAO Agent Family, a suite of five specialized AI agents built on our proprietary vertical
insurance large language model, which marks our strategic evolution from a digital insurance transaction platform into an AI-driven insurance
infrastructure provider.
On
June 24, 2026, we announced the launch of “Cheche Score,” a proprietary AI-powered dynamic pricing solution for new energy
vehicle (“NEV”) insurance, which establishes a data-driven, differentiated pricing model purpose-built for the era of intelligent
driving and represents a significant step forward in our strategy to redefine risk management across China’s fast-growing NEV insurance
market.
On
June 22, 2026, we announced the official launch of “ABAO Agent,” an AI-powered intelligent underwriting agent. Built on our
proprietary, large language model and deeply integrated with core insurance workflows, ABAO Agent delivers end-to-end intelligent automation
across underwriting and policy renewal, which marks a pivotal step in our strategic evolution from a digital insurance transaction platform
to a AI-driven insurtech company.
On
May 28, 2026, we announced the official launch of our proprietary, AI large model-driven intelligent connected vehicle pricing product.
Targeting China’s expanding market of approximately 20 million intelligent connected NEVs, the product utilizes advanced machine
learning and multi-dimensional data analytics. By analyzing real-time driving behavior, usage patterns, and localized risk scenarios,
the technology delivers precise, personalized insurance pricing tailored to individual drivers.
Six
Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Net
revenues. Our net revenues decreased by 34.4% from RMB1,348.7 million for the six months ended June 30, 2025 to RMB885.0
million (US$130.4 million) for the six months ended June 30, 2026, as a result of the restructuring of our business
portfolio.
Cost
of revenues. Our cost of revenues decreased by 35.5% from RMB1,282.9 million for the six months ended June 30, 2025
to RMB827.6 million (US$122.0 million) for the six months ended June 30, 2026, due to a decline in net revenues
and higher gross margin driven by the restructuring of our business portfolio.
Selling and marketing
expenses. Our selling and marketing expenses decreased by 4.3% from RMB37.3 million for the six months ended June 30,
2025 to RMB35.6 million (US$5.3 million) for the six months ended June 30, 2026, primarily due to the decrease in
staff cost and share-based compensation expenses.
General and administrative
expenses. Our general and administrative expenses increased by 55.4% from RMB37.3 million for the six months
ended June 30, 2025 to RMB57.9 million (US$8.5 million) for the six months ended June 30, 2026, primarily due to
the recognition of RMB35.1 million (US$5.2 million) specific allowance of credit losses for long-aged and high-risk receivables, partially
offset by the decrease in share-based compensation expenses and professional service fees.
Research
and development expenses. Our research and development expenses decreased by 21.0% from RMB18.3 million for the six
months ended June 30, 2025 to RMB14.5 million (US$2.1 million) for the six months ended June 30, 2026, mainly due
to the decrease in staff costs and professional service fees.
Net
loss. As a result of the foregoing, we incurred a net loss of RMB44.1 million (US$6.5 million) for the six months
ended June 30, 2026, as compared to a net loss of RMB25.6 million for the six months ended June 30, 2025.
Liquidity
and Capital Resources
For
the six months ended June 30, 2025 and 2026, our principal source of liquidity was cash generated from financing activities and
short-term borrowings from banks.
As
of December 31, 2025 and June 30, 2026, we had cash and cash equivalents of RMB144.5 million and RMB131.7 million (US$19.4
million), respectively.
We
believe that we will be able to meet our operating needs for the next twelve months from the date of this current report, with
cash balances of approximately RMB131.7 million (US$19.4 million) and short-term investments of approximately RMB0.2
million (US$0.03 million) as of June 30, 2026, respectively. However, we may require additional funding due to changing business
conditions or other future developments, including any investments or acquisitions we may pursue. If our existing cash resources are
insufficient to meet our working capital requirements, we may seek to issue equity or equity-linked securities or debt securities or
obtain financing from banks and other third parties. As of June 30, 2026, the credit line of Bank of Beijing RMB20.0 million (due
in June 2028) has not been used. The sale of equity or equity-linked securities would result in additional dilution to our shareholders,
while the incurrence of indebtedness could subject us to operating and financial covenants that restrict our operations and ability to
pay dividends to our shareholders. There is no assurance that we will be successful in raising funds, obtaining sufficient funding on
terms acceptable to us, or if at all, which could have a material adverse effect on our business, financial condition and results of
operations. See “Item 3. Key Information— D. Risk Factors — Risks Related to Our Securities — The issuance of
additional share capital in connection with financings, acquisitions, investments, our equity incentive plans or otherwise will dilute
all other shareholders” of the Annual Report.
The
following table sets forth a summary of our cash flows for the periods indicated.
| | |
Six Months Ended June 30, | |
| | |
2025 | | |
2026 | |
| | |
(RMB in thousands) | |
| Net cash used in operating activities | |
| (8,645 | ) | |
| (2,324 | ) |
| Net cash generated from/(used in) investing activities | |
| 17,377 | | |
| (221 | ) |
| Net cash generated from financing activities | |
| 44,876 | | |
| 7,890 | |
| Effect of foreign exchange rate changes on cash and cash equivalents | |
| (410 | ) | |
| (2,433 | ) |
| Net increase in cash, cash equivalents and restricted cash | |
| 53,198 | | |
| 2,912 | |
| Cash and cash equivalents, and restricted cash at beginning of the period | |
| 122,472 | | |
| 170,597 | |
| Cash and cash equivalents, and restricted cash at end of the period | |
| 175,670 | | |
| 173,509 | |
Operating
Activities
Net cash used in operating
activities for the six months ended June 30, 2026 was RMB2.3 million, primarily due to a net loss of RMB44.1 million, as adjusted by
(1) adjustments primarily consisting of provision of allowance for current expected credit losses of RMB34.1 million, share-based compensation
expense of RMB2.9 million, amortization of right-of-use asset of RMB2.7 million, changes in fair value of amounts due to related party
of RMB2.3 million, amortization of intangible assets of RMB1.1 million, partially offset by foreign exchange gains of RMB6.6 million,
and (2) net cash inflow of RMB5.3 million from changes in operating assets and liabilities, primarily due to a decrease of RMB445.7 million
in accounts receivable, an increase of RMB0.7 million in accrued expenses and other current liabilities and an increase of RMB0.2 million
in contract liabilities, partially offset by a decrease of RMB411.9 million in account payable, an increase of RMB14.3 million in amounts
due from related parties, a decrease of RMB4.4 million in salary and welfare benefits payable, a decrease of RMB4.3 million in tax payable,
an increase of RMB3.7 million in prepayments and other current assets and a decrease of RMB2.7 million in lease liabilities.
Net
cash used in operating activities for the six months ended June 30, 2025 was RMB8.6 million, primarily due to a net loss of RMB25.6 million,
as adjusted by adjustments primarily consisting of share-based compensation expense of RMB13.0 million, changes in fair value of amounts
due to related party of RMB2.1 million, amortization of right-of-use asset of RMB2.7 million, partially offset by changes in fair value
of warrant of RMB1.1 million.
Investing
Activities
Net cash used
in investing activities for the six months ended June 30, 2026 was RMB0.2 million, primarily due to the purchase of
property, equipment and leasehold improvement.
Net
cash generated from investing activities for the six months ended June 30, 2025 was RMB17.4 million, primarily due to the cash received
from maturities of short-term investments the placement of short-term investments of RMB32.2 million, and partially offset by the placement
of short-term investments of RMB14.8 million.
Financing
Activities
Net cash generated
from financing activities for the six months ended June 30, 2026 was RMB7.9 million, primarily due to the cash received from short-term
borrowings from bank of RMB68.2 million, and partially offset by the cash repayment of short-term and long-term borrowings
to bank of RMB60.3 million.
Net
cash generated from financing activities for the six months ended June 30, 2025 was RMB44.9 million, primarily due to the cash received
from short-term and long-term borrowings from bank of RMB71.9 million, and partially offset by the cash repayment of short-term
borrowings to bank of RMB25.0 million.
Capital
Expenditures
We
incur capital expenditures primarily for purchases of property and equipment. Our capital expenditures were RMB0.04 million and RMB0.2
million for the six months ended June 30, 2025 and 2026, respectively. We will continue to incur capital expenditures to support
the growth of our business.
Financial
Information Related to the VIEs
The
following table presents the unaudited condensed consolidated financial information relating to Cheche Group Inc., and CCT (collectively,
the “Parent Company”), WFOE, CCT’s subsidiaries (other than WFOE), the VIE and its subsidiaries for the periods and
as of the dates presented.
Selected Condensed Consolidated
Statements of Operations Data
| | |
Six months ended June 30, 2026 | |
| | |
Parent | | |
Other | | |
| | |
VIE and its | | |
| | |
Consolidated | |
| | |
Company | | |
subsidiaries | | |
WFOE | | |
subsidiaries | | |
Eliminations | | |
totals | |
| | |
(RMB in thousands) | |
| Net revenues | |
| - | | |
| 54,815 | | |
| 719 | | |
| 839,667 | | |
| (10,153 | ) | |
| 885,048 | |
| Earned from third-party customers | |
| - | | |
| 45,381 | | |
| - | | |
| 839,667 | | |
| - | | |
| 885,048 | |
| Earned from the intra-Group transactions(1) | |
| - | | |
| 9,434 | | |
| 719 | | |
| - | | |
| (10,153 | ) | |
| - | |
| Cost of revenues | |
| - | | |
| (44,350 | ) | |
| (475 | ) | |
| (782,748 | ) | |
| - | | |
| (827,573 | ) |
| Selling and marketing expenses | |
| - | | |
| (2,028 | ) | |
| - | | |
| (43,762 | ) | |
| 10,153 | | |
| (35,637 | ) |
| Arising from non intra-Group transactions | |
| - | | |
| (2,028 | ) | |
| - | | |
| (33,609 | ) | |
| - | | |
| (35,637 | ) |
| Arising from the intra-Group transactions(1) | |
| - | | |
| - | | |
| - | | |
| (10,153 | ) | |
| 10,153 | | |
| - | |
| General and administrative expenses | |
| (5,021 | ) | |
| (1,157 | ) | |
| (208 | ) | |
| (51,516 | ) | |
| - | | |
| (57,902 | ) |
| Research and development expenses | |
| - | | |
| (8,595 | ) | |
| - | | |
| (5,862 | ) | |
| - | | |
| (14,457 | ) |
| Total operating costs and expense | |
| (5,021 | ) | |
| (56,130 | ) | |
| (683 | ) | |
| (883,888 | ) | |
| 10,153 | | |
| (935,569 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Operating (loss)/income | |
| (5,021 | ) | |
| (1,315 | ) | |
| 36 | | |
| (44,221 | ) | |
| - | | |
| (50,521 | ) |
| Share of loss from other subsidiaries(2) | |
| (40,159 | ) | |
| - | | |
| - | | |
| - | | |
| 40,159 | | |
| - | |
| Share of loss of the WFOE(2) | |
| - | | |
| (39,741 | ) | |
| - | | |
| - | | |
| 39,741 | | |
| - | |
| Share of loss of the VIE(2) | |
| - | | |
| - | | |
| (39,756 | ) | |
| - | | |
| 39,756 | | |
| - | |
| Interest income from VIE(3) | |
| 869 | | |
| - | | |
| - | | |
| - | | |
| (869 | ) | |
| - | |
| Interest expense to Parent(3) | |
| - | | |
| - | | |
| - | | |
| (869 | ) | |
| 869 | | |
| - | |
| Others, net | |
| 276 | | |
| 897 | | |
| (21 | ) | |
| 5,071 | | |
| - | | |
| 6,223 | |
| Loss before income taxes | |
| (44,035 | ) | |
| (40,159 | ) | |
| (39,741 | ) | |
| (40,019 | ) | |
| 119,656 | | |
| (44,298 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Income tax (expense)/benefit | |
| (22 | ) | |
| - | | |
| - | | |
| 263 | | |
| - | | |
| 241 | |
| Net loss | |
| (44,057 | ) | |
| (40,159 | ) | |
| (39,741 | ) | |
| (39,756 | ) | |
| 119,656 | | |
| (44,057 | ) |
| | |
Six months ended June 30, 2025 | |
| | |
Parent | | |
Other | | |
| | |
VIE and its | | |
| | |
Consolidated | |
| | |
Company | | |
subsidiaries | | |
WFOE | | |
subsidiaries | | |
Eliminations | | |
totals | |
| | |
| (RMB in thousands) | |
| Net revenues | |
| - | | |
| 254,107 | | |
| 740 | | |
| 1,118,129 | | |
| (24,324 | ) | |
| 1,348,652 | |
| Earned from third-party customers | |
| - | | |
| 235,240 | | |
| - | | |
| 1,113,412 | | |
| - | | |
| 1,348,652 | |
| Earned from the intra-Group transactions(1) | |
| - | | |
| 18,867 | | |
| 740 | | |
| 4,717 | | |
| (24,324 | ) | |
| - | |
| Cost of revenues | |
| - | | |
| (227,871 | ) | |
| (664 | ) | |
| (1,059,051 | ) | |
| 4,717 | | |
| (1,282,869 | ) |
| Arising from non intra-Group transactions | |
| - | | |
| (223,154 | ) | |
| (664 | ) | |
| (1,059,051 | ) | |
| - | | |
| (1,282,869 | ) |
| Arising from the intra-Group transactions(1) | |
| - | | |
| (4,717 | ) | |
| - | | |
| - | | |
| 4,717 | | |
| - | |
| Selling and marketing expenses | |
| - | | |
| (5,178 | ) | |
| - | | |
| (51,679 | ) | |
| 19,607 | | |
| (37,250 | ) |
| Arising from non intra-Group transactions | |
| - | | |
| (5,178 | ) | |
| - | | |
| (32,072 | ) | |
| - | | |
| (37,250 | ) |
| Arising from the intra-Group transactions(1) | |
| - | | |
| - | | |
| - | | |
| (19,607 | ) | |
| 19,607 | | |
| - | |
| General and administrative expenses | |
| (6,722 | ) | |
| (4,125 | ) | |
| (108 | ) | |
| (26,300 | ) | |
| - | | |
| (37,255 | ) |
| Research and development expenses | |
| - | | |
| (8,389 | ) | |
| - | | |
| (9,904 | ) | |
| - | | |
| (18,293 | ) |
| Total operating costs and expense | |
| (6,722 | ) | |
| (245,563 | ) | |
| (772 | ) | |
| (1,146,934 | ) | |
| 24,324 | | |
| (1,375,667 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Operating (loss)/profit | |
| (6,722 | ) | |
| 8,544 | | |
| (32 | ) | |
| (28,805 | ) | |
| - | | |
| (27,015 | ) |
| Share of loss from other subsidiaries(2) | |
| (22,129 | ) | |
| - | | |
| - | | |
| - | | |
| 22,129 | | |
| - | |
| Share of loss of the WFOE(2) | |
| - | | |
| (30,290 | ) | |
| - | | |
| - | | |
| 30,290 | | |
| - | |
| Share of loss of the VIE(2) | |
| - | | |
| - | | |
| (30,244 | ) | |
| - | | |
| 30,244 | | |
| - | |
| Interest income from VIE(3) | |
| 905 | | |
| - | | |
| 3 | | |
| - | | |
| (908 | ) | |
| - | |
| Interest expense to WFOE(3) | |
| - | | |
| - | | |
| - | | |
| (3 | ) | |
| 3 | | |
| - | |
| Interest expense to Parent(3) | |
| - | | |
| - | | |
| - | | |
| (905 | ) | |
| 905 | | |
| - | |
| Others, net | |
| 2,443 | | |
| (380 | ) | |
| (17 | ) | |
| (794 | ) | |
| - | | |
| 1,252 | |
| Loss before income taxes | |
| (25,503 | ) | |
| (22,126 | ) | |
| (30,290 | ) | |
| (30,507 | ) | |
| 82,663 | | |
| (25,763 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Income tax (expense)/benefit | |
| (65 | ) | |
| (3 | ) | |
| - | | |
| 263 | | |
| - | | |
| 195 | |
| Net loss | |
| (25,568 | ) | |
| (22,129 | ) | |
| (30,290 | ) | |
| (30,244 | ) | |
| 82,663 | | |
| (25,568 | ) |
Selected Condensed Consolidated
Balance Sheets Data
| | |
As of June 30, 2026 | |
| | |
Parent | | |
Other | | |
| | |
VIE and its | | |
| | |
Consolidated | |
| | |
Company | | |
subsidiaries | | |
WFOE | | |
subsidiaries | | |
Eliminations | | |
totals | |
| | |
(RMB in thousands) | |
| ASSETS | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Current assets: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Cash and cash equivalents | |
| 19,762 | | |
| 41,017 | | |
| 2,127 | | |
| 68,824 | | |
| - | | |
| 131,730 | |
| Restricted cash | |
| - | | |
| 36,779 | | |
| - | | |
| 5,000 | | |
| - | | |
| 41,779 | |
| Short-term investments | |
| - | | |
| - | | |
| - | | |
| 226 | | |
| - | | |
| 226 | |
| Amounts due from related parties | |
| 14,303 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 14,303 | |
| Accounts receivable, net | |
| - | | |
| 136,063 | | |
| - | | |
| 529,868 | | |
| - | | |
| 665,931 | |
| Prepayments and other current assets | |
| 1,661 | | |
| 5,714 | | |
| 171 | | |
| 56,710 | | |
| - | | |
| 64,256 | |
| Amount due from other subsidiaries(4) | |
| - | | |
| - | | |
| - | | |
| 55 | | |
| (55 | ) | |
| - | |
| Amount due from parent (4) | |
| - | | |
| - | | |
| - | | |
| 2,857 | | |
| (2,857 | ) | |
| - | |
| Amount due from VIE and its subsidiaries(4) | |
| 879 | | |
| 221,009 | | |
| 17,520 | | |
| - | | |
| (239,408 | ) | |
| - | |
| Total current assets | |
| 36,605 | | |
| 440,582 | | |
| 19,818 | | |
| 663,540 | | |
| (242,320 | ) | |
| 918,225 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Non-current assets: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Amount due from other subsidiaries(4) | |
| 475,545 | | |
| - | | |
| - | | |
| - | | |
| (475,545 | ) | |
| - | |
| Amount due from VIE and its subsidiaries(4) | |
| 180,256 | | |
| 40,000 | | |
| - | | |
| - | | |
| (220,256 | ) | |
| - | |
| Property, equipment and leasehold improvement, net | |
| - | | |
| 39 | | |
| - | | |
| 854 | | |
| - | | |
| 893 | |
| Intangible assets, net | |
| - | | |
| - | | |
| - | | |
| 2,800 | | |
| - | | |
| 2,800 | |
| Right-of-use assets | |
| - | | |
| - | | |
| - | | |
| 5,016 | | |
| - | | |
| 5,016 | |
| Goodwill | |
| - | | |
| - | | |
| - | | |
| 84,609 | | |
| - | | |
| 84,609 | |
| Other non-current assets | |
| 1,981 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,981 | |
| Total non-current assets | |
| 657,782 | | |
| 40,039 | | |
| - | | |
| 93,279 | | |
| (695,801 | ) | |
| 95,299 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total assets | |
| 694,387 | | |
| 480,621 | | |
| 19,818 | | |
| 756,819 | | |
| (938,121 | ) | |
| 1,013,524 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Accounts payable | |
| - | | |
| 75,865 | | |
| - | | |
| 354,982 | | |
| - | | |
| 430,847 | |
| Short-term borrowings | |
| - | | |
| 68,290 | | |
| - | | |
| 29,900 | | |
| - | | |
| 98,190 | |
| Contract liabilities | |
| - | | |
| 1,235 | | |
| - | | |
| 3 | | |
| - | | |
| 1,238 | |
| Salary and welfare benefits payable | |
| - | | |
| 18,980 | | |
| 731 | | |
| 59,610 | | |
| - | | |
| 79,321 | |
| Tax payable | |
| - | | |
| 4,731 | | |
| - | | |
| 13,589 | | |
| - | | |
| 18,320 | |
| Amounts due to a related party | |
| - | | |
| - | | |
| - | | |
| 52,949 | | |
| - | | |
| 52,949 | |
| Accrued expenses and other current liabilities | |
| 3,210 | | |
| 2,347 | | |
| - | | |
| 14,610 | | |
| - | | |
| 20,167 | |
| Short-term lease liabilities | |
| - | | |
| - | | |
| - | | |
| 3,510 | | |
| - | | |
| 3,510 | |
| Amount due to other subsidiaries(4) | |
| - | | |
| - | | |
| - | | |
| 221,009 | | |
| (221,009 | ) | |
| - | |
| Amount due to VIE and its subsidiaries(4) | |
| 2,857 | | |
| 55 | | |
| - | | |
| - | | |
| (2,912 | ) | |
| - | |
| Amount due to parent(4) | |
| - | | |
| 475,545 | | |
| - | | |
| 879 | | |
| (476,424 | ) | |
| - | |
| Amount due to WOFE(4) | |
| - | | |
| - | | |
| - | | |
| 17,520 | | |
| (17,520 | ) | |
| - | |
| Deficit in other subsidiaries(5) | |
| 382,074 | | |
| - | | |
| - | | |
| - | | |
| (382,074 | ) | |
| - | |
| Deficit in WOFE(5) | |
| - | | |
| 215,647 | | |
| - | | |
| - | | |
| (215,647 | ) | |
| - | |
| Deficit in VIE and its subsidiaries(5) | |
| - | | |
| - | | |
| 234,734 | | |
| - | | |
| (234,734 | ) | |
| - | |
| Total current liabilities | |
| 388,141 | | |
| 862,695 | | |
| 235,465 | | |
| 768,561 | | |
| (1,550,320 | ) | |
| 704,542 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Non-current liabilities: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Deferred tax liabilities | |
| - | | |
| - | | |
| - | | |
| 700 | | |
| - | | |
| 700 | |
| Long-term lease liabilities | |
| - | | |
| - | | |
| - | | |
| 604 | | |
| - | | |
| 604 | |
| Amount due to parent(4) | |
| - | | |
| - | | |
| - | | |
| 180,256 | | |
| (180,256 | ) | |
| - | |
| Amount due to other subsidiaries(4) | |
| - | | |
| - | | |
| - | | |
| 40,000 | | |
| (40,000 | ) | |
| - | |
| Deferred revenue | |
| - | | |
| - | | |
| - | | |
| 1,432 | | |
| - | | |
| 1,432 | |
| Warrant | |
| 1,544 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,544 | |
| Total non-current liabilities | |
| 1,544 | | |
| - | | |
| - | | |
| 222,992 | | |
| (220,256 | ) | |
| 4,280 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total liabilities | |
| 389,685 | | |
| 862,695 | | |
| 235,465 | | |
| 991,553 | | |
| (1,770,576 | ) | |
| 708,822 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total shareholders’ equity/(deficit) | |
| 304,702 | | |
| (382,074 | ) | |
| (215,647 | ) | |
| (234,734 | ) | |
| 832,455 | | |
| 304,702 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total liabilities and shareholders’ equity | |
| 694,387 | | |
| 480,621 | | |
| 19,818 | | |
| 756,819 | | |
| (938,121 | ) | |
| 1,013,524 | |
| | |
As of December 31, 2025 | |
| | |
Parent Company | | |
Other subsidiaries | | |
WFOE | | |
VIE and its subsidiaries | | |
Eliminations | | |
Consolidated totals | |
| | |
(RMB in thousands) | |
| ASSETS | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Current assets: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Cash and cash equivalents | |
| 55,394 | | |
| 32,092 | | |
| 2,098 | | |
| 54,927 | | |
| - | | |
| 144,511 | |
| Restricted cash | |
| - | | |
| - | | |
| - | | |
| 5,000 | | |
| - | | |
| 5,000 | |
| Short-term investments | |
| - | | |
| - | | |
| - | | |
| 226 | | |
| - | | |
| 226 | |
| Accounts receivable, net | |
| - | | |
| 324,192 | | |
| - | | |
| 821,560 | | |
| - | | |
| 1,145,752 | |
| Prepayments and other current assets | |
| 2,912 | | |
| 3,133 | | |
| 187 | | |
| 53,827 | | |
| - | | |
| 60,059 | |
| Amount due from Parent(4) | |
| - | | |
| - | | |
| - | | |
| 2,949 | | |
| (2,949 | ) | |
| - | |
| Amount due from VIE and its subsidiaries(4) | |
| 860 | | |
| 178,518 | | |
| 17,419 | | |
| - | | |
| (196,797 | ) | |
| - | |
| Total current assets | |
| 59,166 | | |
| 537,935 | | |
| 19,704 | | |
| 938,489 | | |
| (199,746 | ) | |
| 1,355,548 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Non-current assets: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Restricted cash | |
| - | | |
| 21,086 | | |
| - | | |
| - | | |
| - | | |
| 21,086 | |
| Amount due from other subsidiaries(4) | |
| 474,592 | | |
| - | | |
| - | | |
| - | | |
| (474,592 | ) | |
| - | |
| Amount due from VIE and its subsidiaries(4) | |
| 185,128 | | |
| 40,000 | | |
| - | | |
| - | | |
| (225,128 | ) | |
| - | |
| Property, equipment and leasehold improvement, net | |
| - | | |
| 54 | | |
| - | | |
| 777 | | |
| - | | |
| 831 | |
| Intangible assets, net | |
| - | | |
| - | | |
| - | | |
| 3,850 | | |
| - | | |
| 3,850 | |
| Right-of-use assets | |
| - | | |
| - | | |
| - | | |
| 6,453 | | |
| - | | |
| 6,453 | |
| Goodwill | |
| - | | |
| - | | |
| - | | |
| 84,609 | | |
| - | | |
| 84,609 | |
| Other non-current assets | |
| 2,477 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 2,477 | |
| Total non-current assets | |
| 662,197 | | |
| 61,140 | | |
| - | | |
| 95,689 | | |
| (699,720 | ) | |
| 119,306 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total assets | |
| 721,363 | | |
| 599,075 | | |
| 19,704 | | |
| 1,034,178 | | |
| (899,466 | ) | |
| 1,474,854 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Accounts payable | |
| - | | |
| 220,232 | | |
| - | | |
| 622,496 | | |
| - | | |
| 842,728 | |
| Short-term borrowings | |
| - | | |
| 40,700 | | |
| - | | |
| 39,800 | | |
| - | | |
| 80,500 | |
| Contract liabilities | |
| - | | |
| 1,041 | | |
| - | | |
| 3 | | |
| - | | |
| 1,044 | |
| Payroll and welfare payable | |
| - | | |
| 18,928 | | |
| 631 | | |
| 64,127 | | |
| - | | |
| 83,686 | |
| Tax payable | |
| - | | |
| 10,557 | | |
| 1 | | |
| 12,099 | | |
| - | | |
| 22,657 | |
| Amounts due to a related party | |
| - | | |
| - | | |
| - | | |
| 50,626 | | |
| - | | |
| 50,626 | |
| Accrued expenses and other current liabilities | |
| 4,211 | | |
| 1,967 | | |
| - | | |
| 13,028 | | |
| - | | |
| 19,206 | |
| Short-term lease liabilities | |
| - | | |
| - | | |
| - | | |
| 4,727 | | |
| - | | |
| 4,727 | |
| Amount due to other subsidiaries(4) | |
| - | | |
| - | | |
| - | | |
| 178,518 | | |
| (178,518 | ) | |
| - | |
| Amount due to VIE and its subsidiaries(4) | |
| 2,949 | | |
| - | | |
| - | | |
| - | | |
| (2,949 | ) | |
| - | |
| Amount due to parent(4) | |
| - | | |
| 474,592 | | |
| - | | |
| 860 | | |
| (475,452 | ) | |
| - | |
| Amount due to WFOE(4) | |
| - | | |
| - | | |
| - | | |
| 17,420 | | |
| (17,420 | ) | |
| - | |
| Deficit in other subsidiaries(5) | |
| 357,519 | | |
| - | | |
| - | | |
| - | | |
| (357,519 | ) | |
| - | |
| Deficit in WFOE(5) | |
| - | | |
| 178,777 | | |
| - | | |
| - | | |
| (178,777 | ) | |
| - | |
| Deficit in VIE and its subsidiaries(5) | |
| - | | |
| - | | |
| 197,851 | | |
| - | | |
| (197,851 | ) | |
| - | |
| Total current liabilities | |
| 364,679 | | |
| 946,794 | | |
| 198,483 | | |
| 1,003,704 | | |
| (1,408,486 | ) | |
| 1,105,174 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Non-current liabilities: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Deferred tax liabilities | |
| - | | |
| - | | |
| - | | |
| 963 | | |
| - | | |
| 963 | |
| Long-term lease liabilities | |
| - | | |
| - | | |
| - | | |
| 801 | | |
| - | | |
| 801 | |
| Amount due to parent(4) | |
| - | | |
| - | | |
| - | | |
| 185,128 | | |
| (185,128 | ) | |
| - | |
| Amount due to other subsidiaries(4) | |
| - | | |
| - | | |
| - | | |
| 40,000 | | |
| (40,000 | ) | |
| - | |
| Long-term borrowings | |
| - | | |
| 9,800 | | |
| - | | |
| - | | |
| - | | |
| 9,800 | |
| Deferred revenue | |
| - | | |
| - | | |
| - | | |
| 1,432 | | |
| - | | |
| 1,432 | |
| Warrant | |
| 1,512 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,512 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total non-current liabilities | |
| 1,512 | | |
| 9,800 | | |
| - | | |
| 228,324 | | |
| (225,128 | ) | |
| 14,508 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total liabilities | |
| 366,191 | | |
| 956,594 | | |
| 198,483 | | |
| 1,232,028 | | |
| (1,633,614 | ) | |
| 1,119,682 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total shareholders’ equity/(deficit) | |
| 355,172 | | |
| (357,519 | ) | |
| (178,779 | ) | |
| (197,850 | ) | |
| 734,148 | | |
| 355,172 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total liabilities and shareholders’ equity | |
| 721,363 | | |
| 599,075 | | |
| 19,704 | | |
| 1,034,178 | | |
| (899,466 | ) | |
| 1,474,854 | |
Summary
Condensed Consolidated Cash Flows Data
| | |
Six months ended June 30, 2026 | |
| | |
Parent | | |
other | | |
| | |
VIE and its | | |
| | |
Consolidated | |
| | |
Company | | |
subsidiaries | | |
WFOE | | |
subsidiaries | | |
Eliminations | | |
totals | |
| | |
(RMB in thousands) | |
| Net cash (used in)/provided by transactions with intra-group companies(1) | |
| (15,854 | ) | |
| (16,716 | ) | |
| 662 | | |
| 31,908 | | |
| - | | |
| - | |
| Other operating activities | |
| (18,603 | ) | |
| 24,780 | | |
| (611 | ) | |
| (7,890 | ) | |
| - | | |
| (2,324 | ) |
| Net cash (used in)/provided by operating activities | |
| (34,457 | ) | |
| 8,064 | | |
| 51 | | |
| 24,018 | | |
| - | | |
| (2,324 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Purchase of property, equipment and leasehold improvement | |
| - | | |
| - | | |
| - | | |
| (224 | ) | |
| - | | |
| (224 | ) |
| Proceeds from disposal of fixed assets, intangible assets and other long-term assets | |
| - | | |
| - | | |
| - | | |
| 3 | | |
| - | | |
| 3 | |
| Net cash used in investing activities | |
| - | | |
| - | | |
| - | | |
| (221 | ) | |
| - | | |
| (221 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Cash received from short-term borrowings from bank | |
| - | | |
| 53,190 | | |
| - | | |
| 15,000 | | |
| - | | |
| 68,190 | |
| Cash repayments of short-term borrowings to bank | |
| - | | |
| (35,000 | ) | |
| - | | |
| (24,900 | ) | |
| - | | |
| (59,900 | ) |
| Cash repayments of long-term borrowings to bank | |
| - | | |
| (400 | ) | |
| - | | |
| - | | |
| - | | |
| (400 | ) |
| Net cash provided by/(used in) financing activities | |
| - | | |
| 17,790 | | |
| - | | |
| (9,900 | ) | |
| - | | |
| 7,890 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash | |
| (1,175 | ) | |
| (1,236 | ) | |
| (22 | ) | |
| - | | |
| - | | |
| (2,433 | ) |
| Net (decrease)/increase in cash and cash equivalents and restricted cash | |
| (35,632 | ) | |
| 24,618 | | |
| 29 | | |
| 13,897 | | |
| - | | |
| 2,912 | |
| Cash, cash equivalents and restricted cash at the beginning of the period | |
| 55,394 | | |
| 53,178 | | |
| 2,098 | | |
| 59,927 | | |
| - | | |
| 170,597 | |
| Cash, cash equivalents and restricted cash at the end of the period | |
| 19,762 | | |
| 77,796 | | |
| 2,127 | | |
| 73,824 | | |
| - | | |
| 173,509 | |
| | |
Six months ended June 30, 2025 | |
| | |
Parent | | |
other | | |
| | |
VIE and its | | |
| | |
Consolidated | |
| | |
Company | | |
subsidiaries | | |
WFOE | | |
subsidiaries | | |
Eliminations | | |
totals | |
| | |
(RMB in thousands) | |
| Net cash (used in)/provided by intra-group companies | |
| (22,556 | ) | |
| 85,292 | | |
| (2,135 | ) | |
| (60,601 | ) | |
| - | | |
| - | |
| Other operating activities | |
| (5,518 | ) | |
| (51,348 | ) | |
| (694 | ) | |
| 48,915 | | |
| - | | |
| (8,645 | ) |
| Net cash (used in)/provided by operating activities | |
| (28,074 | ) | |
| 33,944 | | |
| (2,829 | ) | |
| (11,686 | ) | |
| - | | |
| (8,645 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Repayment of the investments in and loans from VIE and its subsidiaries(6) | |
| - | | |
| - | | |
| 3,457 | | |
| - | | |
| (3,457 | ) | |
| - | |
| Purchase of property, equipment and leasehold improvement | |
| - | | |
| - | | |
| - | | |
| (40 | ) | |
| - | | |
| (40 | ) |
| Placement of short-term investments | |
| (17,897 | ) | |
| - | | |
| - | | |
| 3,099 | | |
| - | | |
| (14,798 | ) |
| Proceeds from short-term investments | |
| 32,214 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 32,214 | |
| Proceeds from disposal of fixed assets, intangible assets and other long-term assets | |
| - | | |
| - | | |
| - | | |
| 1 | | |
| - | | |
| 1 | |
| Net cash provided by investing activities | |
| 14,317 | | |
| - | | |
| 3,457 | | |
| 3,060 | | |
| (3,457 | ) | |
| 17,377 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Repayment to other subsidiaries | |
| - | | |
| - | | |
| - | | |
| (3,457 | ) | |
| 3,457 | | |
| - | |
| Cash received from short-term borrowings from bank | |
| - | | |
| 40,000 | | |
| - | | |
| 26,900 | | |
| - | | |
| 66,900 | |
| Cash received from long-term borrowings from bank | |
| - | | |
| 5,000 | | |
| - | | |
| - | | |
| - | | |
| 5,000 | |
| Cash repayments of short-term borrowings to bank | |
| - | | |
| (20,000 | ) | |
| - | | |
| (5,000 | ) | |
| - | | |
| (25,000 | ) |
| Cash repayments of short-term borrowings to a third party | |
| | | |
| | | |
| | | |
| (2,024 | ) | |
| | | |
| (2,024 | ) |
| Net cash provided by financing activities | |
| - | | |
| 25,000 | | |
| - | | |
| 16,419 | | |
| 3,457 | | |
| 44,876 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash | |
| (320 | ) | |
| (87 | ) | |
| (3 | ) | |
| - | | |
| - | | |
| (410 | ) |
| Net (decrease) /increase in cash and cash equivalents and restricted cash | |
| (14,077 | ) | |
| 58,857 | | |
| 625 | | |
| 7,793 | | |
| - | | |
| 53,198 | |
| Cash, cash equivalents and restricted cash at the beginning of the period | |
| 58,898 | | |
| 25,123 | | |
| 1,493 | | |
| 36,958 | | |
| - | | |
| 122,472 | |
| Cash, cash equivalents and restricted cash at the end of the period | |
| 44,821 | | |
| 83,980 | | |
| 2,118 | | |
| 44,751 | | |
| - | | |
| 175,670 | |
| (1) | Represents
the elimination of the intercompany licensing and other services charge at the consolidation
level. For the six months ended June 30, 2026 and 2025, the total amount of
the service fees that charged by VIE under the relevant agreements was nil and RMB4.7
million respectively. For the six months ended June 30, 2026, the total amount of the
service fees that VIE received from the other subsidiaries under the relevant agreements
was RMB31.9 million. For the six months ended June 30, 2025, the total amount of the service
fees that VIE paid to the other subsidiaries under the relevant agreements was RMB60.6 million. |
| | |
| (2) | Represents
the elimination of incurrence of losses by parent company, other subsidiaries and WFOE for
their respective subsidiaries, WFOE and VIE and its subsidiaries. |
| | |
| (3) | Represents
the elimination of interest income/expense from intercompany loans at the consolidation
level. |
| | |
| (4) | Represents
the elimination of intercompany balances among CCT, other subsidiaries, WFOE and the VIE
and its subsidiaries. The balances as of June 30, 2026 and December 31, 2025 were
related to intercompany loans and prepayment related service charges under certain service
agreements. |
| | |
| (5) | Represents
the elimination of the deficit in other subsidiaries, WFOE and VIE and its subsidiaries
by parent company, other subsidiaries and WFOE. |
| | |
| (6) | Represents
the elimination of intra-group investments and loans related cash activities among WFOE and
the VIE and its subsidiaries. During the six months ended June 30, 2026 and 2025,
the repayment of the investments in and loans from VIE and its subsidiaries to WFOE was nil
and RMB3.5 million. |
Contractual
Obligations
The
following table sets forth our contractual obligations and commitments as of June 30, 2026.
| | |
Payments Due by | | |
| |
| | |
Total | | |
2026-2029 | | |
Thereafter | |
| | |
(RMB in thousands) | |
| Operating lease commitments | |
| 4,509 | | |
| 4,509 | | |
| - | |
| Amounts due to related party | |
| 54,421 | | |
| 54,421 | | |
| - | |
| Total contractual obligations | |
| 58,930 | | |
| 58,930 | | |
| - | |
Off-Balance
Sheet Arrangements
We
have not entered, and do not expect to enter, into any off-balance sheet arrangements. We have also not entered into any financial
guarantees or other commitments to guarantee the payment obligations of third parties. In addition, we have not entered into any derivative
contracts indexed to equity interests and classified as shareholders’ equity.
Furthermore,
we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity
or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity,
market risk or credit support to us or that engages in leasing, hedging or research and development services with us.
Risk
Factors
We
may not be successful in pursuing strategic investments or new business initiatives, which could adversely affect our business, results
of operations and financial condition.
We
have pursued, and may continue to pursue, strategic investments, acquisitions, partnerships and new business initiatives that are intended
to expand our business, technology capabilities, product offerings or addressable markets. For example, we have entered into a non-binding
term sheet for a proposed strategic investment in Long Way Fortune, a residential solar-plus-storage business, and have recently launched
several AI-driven insurance products and solutions. These initiatives may involve businesses, technologies, markets and regulatory environments
in which we have limited operating experience, and may require significant management attention, capital expenditures, technology investment
and other resources.
There
can be no assurance that any proposed strategic investment or new business initiative will be completed, successfully implemented or
commercially successful. In particular, our proposed investment in Long Way Fortune remains subject to due diligence, negotiation and
execution of definitive agreements, corporate and regulatory approvals and other conditions, and may not be consummated on the terms
contemplated, within the anticipated timeframe or at all. Even if completed, such investment may not achieve the anticipated strategic
benefits, synergies or financial returns, and we may face risks relating to integration, valuation, dilution from stock-linked consideration,
minority ownership and governance limitations, performance milestones, international operations, regulatory compliance and the residential
energy market. Similarly, our AI-driven initiatives may not gain market acceptance, generate expected revenue, improve operating efficiency
or maintain technological competitiveness, and may expose us to additional risks relating to data, model performance, regulatory scrutiny,
intellectual property and reputational harm. If any of these initiatives fail to achieve our expectations, divert resources from our
existing business or result in unexpected costs or liabilities, our business, results of operations, financial condition and prospects
could be materially and adversely affected.
Cautionary
Statement Regarding Forward-Looking Statements
This
current report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Exchange Act that involve substantial risks and uncertainties. All statements other than statements of
historical facts contained in this current report, including statements regarding our future financial position, business strategy and
plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as “may,” “will,” “should,” “expect,” “plan,”
“anticipate,” “could,” “intend,” “target,” “project,” “contemplate,”
“believe,” “estimate,” “predict,” “potential” or “continue” or the negative
of these terms or other similar expressions. Forward-looking statements include, without limitation, our expectations concerning the
outlook for our business, plans and goals for future operational improvements and capital investments, operational performance, future
market conditions or economic performance and developments in the capital and credit markets and expected future financial performance,
as well as any information concerning our possible or assumed future results of operations as set forth in this Form 6-K.
Forward-looking
statements involve a number of risks, uncertainties and assumptions, and actual results or events may differ materially from those projected
or implied in those statements. Important factors that could cause such differences include, but are not limited to:
| |
● |
our
ability to pursue new business initiatives, including through strategic investment, achieve new growth engines, and realize anticipated
synergies; |
| |
|
|
| |
● |
our
ability to maintain the listing of the Class A Ordinary Shares on Nasdaq; |
| |
|
|
| |
● |
the
development of our markets which are
rapidly evolving and may decline or experience limited growth; |
| |
|
|
| |
● |
our
ability to retain and expand our customer base; |
| |
|
|
| |
● |
our
ability to compete effectively in the markets in which we operate; |
| |
|
|
| |
● |
our
relationships with insurance carriers, referral partners and consumers; |
| |
|
|
| |
● |
failure
to maintain and enhance our brand; |
| |
|
|
| |
● |
failure
to prevent security breaches or unauthorized access to our or our third-party service providers’ data; |
| |
|
|
| |
● |
changes
in laws, contractual obligations and industry standards relating to privacy, data protection and data security; |
| |
|
|
| |
● |
risks
related to our corporate structure, in particular the VIE structure; and |
| |
|
|
| |
● |
the
other matters described in the section titled “Risk Factors” herein and in the Annual Report. |
We
caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information
currently available to us as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only
as of the date of this current report. We do not undertake any obligation to revise forward-looking statements to reflect future events,
changes in circumstances, or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made
that we will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections
or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements,
including discussions of significant risk factors, may appear, in our public filings with the SEC, which are accessible at www.sec.gov,
and which you are advised to consult.